SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 31, 1998
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Date of Report (Date of earliest event reported)
Travelers Bank Credit Card Master Trust I
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(Exact name of registrant as specified in its charter)
Delaware 333-40381 52-2069082
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State or other (Commission File (IRS Employer
jurisdiction of incorporation Number) Identification No.)
Suite 300B
100 Commerce Drive
Newark, Delaware 19713
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(Address of principal executive offices) (Zip Code)
(302) 451-6456
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(Registrant's telephone number, including area code)
<PAGE>
TRAVELERS BANK CREDIT CARD MASTER TRUST I
Current Report on Form 8-K
Item 5. Other Events.
On August 31, 1998 CC Credit Card Corporation (the "Transferor"), a Delaware
corporation, as Transferor, Travelers Bank & Trust, fsb ("Travelers Bank &
Trust"), a federally-chartered savings bank, as Servicer, and The Bank Of New
York (the "Trustee"), a New York banking corporation, as Trustee, entered into
Amendment No. 1 to the Pooling and Servicing Agreement dated as of March 1,
1998. Additionally, on August 31, 1998, the Tranferor, Travelers Bank & Trust,
the Trustee and The Travelers Bank USA ("Travelers USA"), a Delaware state
chartered bank corporation entered into an Assignment and Assumption Agreement,
pursuant to which Travelers Bank & Trust assigned to Travelers USA, and
Travelers USA accepted, all of the servicing obligations under the Pooling and
Servicing Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits:
Exhibit Number Exhibit Description
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4.1 Amendment No. 1, dated as of August 31, 1998, among CC
Credit Card Corporation, a Delaware corporation, as
Transferor, Travelers Bank & Trust, fsb, a
federally-chartered savings bank, as Servicer, and The Bank
Of New York, a New York banking corporation, as Trustee, to
the Pooling and Servicing Agreement, dated as of March 1,
1998
4.2 Assignment And Assumption Agreement, dated as of August 31,
1998, among Travelers Bank & Trust, fsb, a
federally-chartered savings bank, The Travelers Bank USA, a
Delaware state chartered bank corporation, CC Credit Card
Corporation, a Delaware corporation, and The Bank Of New
York, a New York banking corporation
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 25, 1998 TRAVELERS BANK CREDIT CARD
MASTER TRUST I
By: TRAVELERS BANK & TRUST, FSB,
AS SERVICER
By: /s/ John Rosko
--------------------------------
Name: John Rosko
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Description
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4.1 Amendment No. 1, dated as of August 31, 1998, among CC
Credit Card Corporation, a Delaware corporation, as
Transferor, Travelers Bank & Trust, fsb, a
federally-chartered savings bank, as Servicer, and The Bank
Of New York, a New York banking corporation, as Trustee, to
the Pooling and Servicing Agreement, dated as of March 1,
1998
4.2 Assignment And Assumption Agreement, dated as of August 31,
1998, among Travelers Bank & Trust, fsb, a
federally-chartered savings bank, The Travelers Bank USA, a
Delaware state chartered bank corporation, CC Credit Card
Corporation, a Delaware corporation, and The Bank Of New
York, a New York banking corporation
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AMENDMENT NO. 1
TO
POOLING AND SERVICING AGREEMENT
among
CC CREDIT CARD CORPORATION,
as Transferor,
TRAVELERS BANK & TRUST, fsb,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
TRAVELERS BANK CREDIT CARD MASTER TRUST I
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Dated as of August 31, 1998
-------------------
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<PAGE>
AMENDMENT NO. 1, dated as of August 31, 1998, among CC CREDIT CARD
CORPORATION (the "Transferor"), a Delaware corporation, as Transferor, TRAVELERS
BANK & TRUST, fsb ("Travelers Bank & Trust"), a federally-chartered savings
bank, as Servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as Trustee.
RECITALS
WHEREAS, the Transferor and Travelers Bank & Trust have heretofore
executed and delivered to the Trustee a certain Pooling and Servicing Agreement,
dated as of March 1, 1998 (the "Pooling and Servicing Agreement"), pursuant to
which the Transferor created the Travelers Bank Credit Card Master Trust I.
WHEREAS, Travelers Bank & Trust wishes to enter into an Assignment and
Assumption Agreement (the "Assignment and Assumption Agreement") with The
Travelers Bank USA ("Travelers USA"), a Delaware state chartered bank
corporation and an affiliate of Travelers Bank & Trust, pursuant to which
Travelers Bank & Trust would assign all of its rights and obligations under the
Pooling and Servicing Agreement to Travelers USA, and Travelers USA would accept
all of the rights and obligations of Travelers Bank & Trust under the Pooling
and Servicing Agreement.
WHEREAS, Section 13.08 of the Pooling and Servicing Agreement provides
that the prior consent of Holders of Investor Certificates evidencing not less
than 66-2/3% of the Aggregate Investor Amount would be required for Travelers
Bank & Trust to enter into the Assignment and Assumption Agreement.
WHEREAS, Section 13.01(a) of the Pooling and Servicing Agreement provides
that the Transferor, Travelers Bank & Trust and the Trustee can amend the
Pooling and Servicing Agreement without the consent of any of the
Certificateholders; provided that (i) the Transferor shall have delivered to the
Trustee an Officer's Certificate to the effect that the Transferor reasonably
believes that such action will not have an Adverse Effect and (ii) the Rating
Agency Condition shall have been satisfied with respect to such amendment.
WHEREAS, all things necessary to make this Amendment No. 1 a valid
agreement of each of the parties hereto and a valid amendment of and supplement
to the Pooling and Servicing Agreement have been done.
NOW THEREFORE, for and in consideration of the premises and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Transferor, Travelers Bank & Trust and the Trustee hereby
consent and agree as follows:
<PAGE>
SECTION 1. Unless otherwise defined in this Amendment No. 1, all defined
terms used in this Amendment No. 1, including the Recitals hereto, shall have
the meanings ascribed to such terms in the Pooling and Servicing Agreement.
SECTION 2. Section 13.08 of the Pooling and Servicing Agreement is hereby
amended to read in its entirety as follows:
"Section 13.08. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.02, this Agreement may
not be assigned by the Servicer unless one of the following two conditions
shall have been satisfied: (i) the prior consent of Holders of Investor
Certificates evidencing not less than 66-2/3% of the Aggregate Investor
Amount has been obtained or (ii) the Transferor shall have delivered to
the Trustee an Officer's Certificate to the effect that the Transferor
reasonably believes that such action will not have an Adverse Effect and
the Rating Agency Condition shall have been satisfied with respect to such
assignment. The Servicer shall give the Rating Agencies prior written
notice of any such assignment."
SECTION 3. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 4. The terms and conditions of this Amendment No. 1 shall be, and
are deemed to be, part of the terms and conditions of the Pooling and Servicing
Agreement for any and all purposes.
SECTION 5. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
SECTION 6. From and after the date of this Amendment No. 1 all references
in the Pooling and Servicing Agreement to this "Agreement" shall refer to the
Pooling and Servicing Agreement as amended hereby.
<PAGE>
IN WITNESS WHEREOF, the Transferor, Travelers Bank & Trust and the Trustee
have each caused this Amendment No. 1 to the Pooling and Servicing Agreement to
be duly executed by their respective officers as of the day and year first above
written.
CC CREDIT CARD CORPORATION
By: /s/ Charles W. Haug
-----------------------------
Name: Charles W. Haug
Title: Vice President
TRAVELERS BANK & TRUST, fsb
By: /s/ Raymond L. Fischer
-----------------------------
Name: Raymond L. Fischer
Title: President
THE BANK OF NEW YORK, as Trustee
By: /s/ Wuhan Dansby
-----------------------------
Name: Wuhan Dansby
Title: Assistant Vice President
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of August 31, 1998, among
TRAVELERS BANK & TRUST, fsb ("Travelers Bank & Trust"), a federally-chartered
savings bank, THE TRAVELERS BANK USA ("Travelers USA"), a Delaware state
chartered bank corporation, CC Credit Card Corporation (the "Transferor"), a
Delaware corporation, and The Bank of New York (the "Trustee"), a New York
banking corporation.
RECITALS
WHEREAS, the Transferor and Travelers Bank & Trust have heretofore
executed and delivered to the Trustee a certain Pooling and Servicing Agreement,
dated as of March 1, 1998, as amended by Amendment No. 1 to Pooling and
Servicing Agreement, dated as of the date hereof (as amended, the "Pooling and
Servicing Agreement"), pursuant to which the Transferor created the Travelers
Bank Credit Card Master Trust I.
WHEREAS, the Transferor and Travelers Bank & Trust have heretofore
executed and delivered to the Trustee a certain Series 1998-1 Supplement, dated
as of March 1, 1998 (the "Series Supplement"), to the Pooling and Servicing
Agreement, pursuant to which a new Series of Investor Certificates was created
and the Principal Terms thereof were specified.
WHEREAS, Travelers Bank & Trust wishes to assign all of its rights and
obligations under the Pooling and Servicing Agreement and the Series Supplement
to Travelers USA, and Travelers USA wishes to accept all of the rights and
obligations of Travelers Bank & Trust under the Pooling and Servicing Agreement
and the Series Supplement.
WHEREAS, Section 13.08 of the Pooling and Servicing Agreement provides
that the Servicer can assign its rights under the Pooling and Servicing
Agreement if the Transferor shall have delivered to the Trustee an Officer's
Certificate to the effect that the Transferor reasonably believes that such
action will not have an Adverse Effect and the Rating Agency Condition shall
have been satisfied with respect to such assignment.
WHEREAS, all things necessary to make this Assignment and Assumption
Agreement a valid agreement of each of the parties hereto, and a valid
assignment by Travelers Bank & Trust to Travelers USA of all of its rights and
obligations under the Pooling and Servicing Agreement and the Series Supplement,
have been done.
NOW THEREFORE, for and in consideration of the premises and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Travelers Bank & Trust, Travelers USA, the Transferor and the
Trustee hereby consent and agree as follows:
<PAGE>
SECTION 1. Unless otherwise defined in this Assignment and Assumption
Agreement, all defined terms used in this Assignment and Assumption Agreement,
including the Recitals hereto, shall have the meanings ascribed to such terms in
the Pooling and Servicing Agreement.
SECTION 2. As of the date hereof, Travelers Bank & Trust hereby delegates
its obligations, and assigns all of its rights and interests, under the Pooling
and Servicing Agreement and the Series Supplement to Travelers USA.
SECTION 3. As of the date hereof, Travelers USA hereby accepts and assumes
all of Travelers Bank & Trust's obligations, rights and interests under the
Pooling and Servicing Agreement and the Series Supplement, and agrees that it
shall be substituted for Travelers Bank & Trust as the Servicer under the
Pooling and Servicing Agreement and the Series Supplement.
SECTION 4. This Assignment and Assumption Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
SECTION 5. The terms and conditions of this Assignment and Assumption
Agreement shall be, and are deemed to be, part of the terms and conditions of
the Pooling and Servicing Agreement and the Series Supplement for any and all
purposes.
SECTION 6. This Assignment and Assumption Agreement may be executed in two
or more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
SECTION 7. From and after the date of this Assignment and Assumption
Agreement all references in the Pooling and Servicing Agreement and the Series
Supplement to the "Servicer" shall refer to Travelers USA.
<PAGE>
IN WITNESS WHEREOF, Travelers Bank & Trust and Travelers USA have each
caused this Assignment and Assumption Agreement to be duly executed by their
respective officers as of the day and year first above written.
TRAVELERS BANK & TRUST, fsb
By: /s/ Raymond L. Fischer
--------------------------------
Name: Raymond L. Fischer
Title: President
THE TRAVELERS BANK USA
By: /s/ Raymond L. Fischer
--------------------------------
Name: Raymond L. Fischer
Title: President
CC CREDIT CARD CORPORATION
By: /s/ Charles W. Haug
--------------------------------
Name: Charles W. Haug
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By: /s/ Wuhan Dansby
--------------------------------
Name: Wuhan Dansby
Title: Assistant Vice President
