FIRST COMMERCE CORP /LA/
8-K, 1998-11-05
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                                 UNITED STATES
                      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


   Date of Report (Date of earliest event reported)          OCTOBER 8, 1998
                                                             ---------------

                      FIRST NBC CREDIT CARD MASTER TRUST
- --------------------------------------------------------------------------------
                         (Issuer of the Certificates)


                        FIRST NATIONAL BANK OF COMMERCE
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
                                        
         LOUISIANA                    333-24023                 72-0269760
         ---------                    ---------                 ----------
(State or other jurisidiction   (Commission File Number)      (IRS Employer 
     of incorporation)                                    Identification Number)
                                        


210 BARONNE STREET, NEW ORLEANS, LOUISIANA                        70112
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                504/623-1371
- -----------------------------------------------------------
Registrant's telephone number, including area code


                                      N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
 
ITEM 5.   OTHER EVENTS 

          In September, the First NBC Credit Card Master Trust privately placed
          $400,000,000 in credit card receivables designated as Series 1998-1.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)   Exhibits

          EXHIBIT NO.                   DOCUMENT DESCRIPTION
          -----------                   --------------------
 
             20.1             Monthly Servicer's Certificate, Series 1997-1

             20.2             Monthly Holders' Statement, Series 1997-1
<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 thereunto duly authorized.


                         FIRST NATIONAL BANK OF COMMERCE
                         Registrant



                         By:       /s/ Tracie H. Klein
                              ------------------------------
                              Tracie H. Klein
                              Louisiana Banc One Corporation
                              Vice President



Date:  November 5, 1998
       ----------------
<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit No.    Document Description                          SEQUENTIAL PAGE NO.
- -----------    --------------------                          -------------------
 
   20.1        Monthly Servicer's Certificate, Series 1997-1          5

   20.2        Monthly Holders' Statement, Series 1997-1             10

<PAGE>
 
                                                                    EXHIBIT 20.1

                        MONTHLY SERVICER'S CERTIFICATE
                        FIRST NATIONAL BANK OF COMMERCE
                            NEW ORLEANS, LOUISIANA
                      FIRST NBC CREDIT CARD MASTER TRUST
                                 SERIES 1997-1

                  FOR THE OCTOBER 8, 1998 DETERMINATION DATE
                          FOR THE 14TH MONTHLY PERIOD

     The undersigned, a duly authorized representative of First National Bank of
Commerce, as Servicer, pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of August 1, 1997 by and between
First National Bank of Commerce and The First National Bank of Chicago, as
Trustee, does hereby certify as follows:

     1    Capitalized terms used in this Certificate have their respective
          meanings as set forth in the Pooling and Servicing Agreement;
          provided, that the "preceding Monthly Period" shall mean the Monthly
          Period immediately preceding the calendar month in which this
          Certificate is delivered. This Certificate is delivered pursuant to
          subsection 3.4(b) of the Pooling and Servicing Agreement. References
          herein to certain sections and subsections are references to the
          respective sections and subsections of the Pooling and Servicing
          Agreement, as amended by the applicable Series Supplement.

     2    First National Bank of Commerce is Servicer under the Pooling and
          Servicing Agreement.

     3    The undersigned is a Servicing Officer.

     4    The date of this Certificate is October 8,1998, which is a
          Determination Date under the Pooling and Servicing Agreement.

     5    The aggregate amount of Collections processed during the preceding
          Monthly Period [equal to 5(a) plus 5(b)] was $122,443,575.

          (a)  The aggregate amount of Collections of Finance Charge Receivables
               collected during the preceding Monthly Period the Collections of
               Finance Charge Receivables $13,376,664.

          (b)  The aggregate amount of Collections of Principal Receivables
               collected during the preceding Monthly Period the Collections of
               Principal Receivables was $109,066,911.

     6    The aggregate amount of Receivables as of the end of the last day of
          the preceding Monthly Period was $913,386,001.

     7    Included is an authentic copy of the statements required to be
          delivered by the Servicer on the date of this Certificate to the
          Paying Agent pursuant to Article V.

     8    To the knowledge of the undersigned, there are no liens on any
          Receivables in the Trust except as described below:

          None.

     9    The amount, if any, by which the sum of the balance of the Excess
          Funding Account and the Aggregate Principal Receivables exceeds the
          Minimum Aggregate Principal Receivables required to be maintained
          pursuant to the Pooling and Servicing Agreement, is equal to
          $213,386,001.

     10   The amount, if any, of the withdrawal of the Specified Deposit from
          the Finance Charge Account required to be made by the Trustee pursuant
          to subsection 4.3(a) of the Pooling and Servicing Agreement on the
          related Transfer Date is $0.00
<PAGE>
 
Monthly Servicer's Certificate
Page 2 (all amounts in dollars except percentages)

     11   Monthly Period Trust Activity

     (a)  Trust Activity                                           Total Trust
          ===========================================            ===============
          Beginning Aggregate Principal Receivables                 823,251,323
          Beginning Excess Funding Account Balance                         0.00
          Beginning Total Principal Balance                         823,251,323
          Collections of Finance Charge Receivables                  13,376,664
          Discount Percentage                                              0.00
          Discount Option Receivables Collections                          0.00
          Net Recoveries                                                   0.00
          Total  Collections of Finance Charge Receivables           13,376,664
          Total Collections of Principal Receivables                109,066,911
          Net Default Amount                                          2,146,648
          Minimum Aggregate Principal Receivables Balance           700,000,000
          Ending Aggregate Principal Receivables                    913,386,001
          Ending Excess Funding Account Balance                            0.00
          Ending Total Principal Balance                            913,386,001

<TABLE>
<CAPTION>
     (b)  Series Allocations                                      Series 1997-1    Series 1998-1      All Series
          ===========================================            =================================================
<S>                                                              <C>               <C>                <C>
          Group Number                                                         1                2
          Investor Interest                                          300,000,000      400,000,000     700,000,000
          Adjusted Investor Interest                                 300,000,000      400,000,000     700,000,000
          Principal Funding Account Balance                                 0.00             0.00            0.00
          Minimum Transferor Interest                                       0.00             0.00      63,937,020

<CAPTION>
     (c)  Group I Allocations                                     Series 1997-1      Total Group I
          ===========================================            ==================================
<S>                                                              <C>               <C>   
          Investor Finance Charge Collections                          4,874,574        4,874,574

          Investor Monthly Interest                                    1,541,648        1,541,648
          Investor Monthly Fees (Servicing Fee)                          500,000          500,000
          Investor Default Amounts                                       782,257          782,257
          Investor Additional Amounts                                       0.00             0.00
          Total                                                        2,823,905        2,823,905

          Reallocated Investor Finance Charge Collections              4,874,574        4,874,574
          Available Excess                                             2,050,668        2,050,668
</TABLE>

     12   Series 1997-1 Certificates 
<TABLE>
<CAPTION>
                                                                                    Series 1997-1     All Other       Transferor's 
     (a)  Investor/Transferor Allocations                              Trust           Interest         Series          Interest
          =========================================================================================================================
<S>                                                              <C>               <C>                <C>             <C>
          Beginning Investor/Transferor Amounts                      823,251,323      300,000,000     400,000,000     123,251,323 
          Beginning Adjusted Investor Interest                       823,251,323      300,000,000     400,000,000     123,251,323 
          Floating Investor Percentage                                100.00000%        36.44088%       48.58784%       14.97129% 
          Fixed Investor Percentage                                     0.00000%         0.00000%        0.00000%        0.00000% 
          Collections of Finance Chg. Receivables                     13,376,664        4,874,574       1,299,886       7,202,204
          Collections of Principal Receivables                       109,066,911       39,744,939      10,598,650      58,723,322
          Net Default Amount                                           2,146,648          782,257         208,602       1,155,788

          Ending Investor/Transferor Amounts                         913,386,001      300,000,000     400,000,000     213,386,001
</TABLE>
<PAGE>
 
Monthly Servicer's Certificate
Page 3 (all amounts in dollars except percentages)

<TABLE>
<CAPTION>
                                                                                                      Collateral
     (b)  Monthly Period Funding Requirements                          Class A          Class B        Interest         Total
          ========================================================================================================================
<S>                                                                  <C>                <C>           <C>               <C> 
          Principal Funding Account                                         0.00             0.00            0.00            0.00
          Principal Funding Investment Proceeds                             0.00             0.00            0.00            0.00
          Withdrawal from Reserve Account                                   0.00             0.00            0.00            0.00
          Available Reserve Account Amount                                  0.00             0.00            0.00            0.00
          Required Reserve Account Amount                                   0.00             0.00            0.00            0.00

          Coupon                                                        6.15000%         6.35000%        6.18984%        6.16659%
          Floating Investor Percentage                                 31.52136%         2.55086%        2.36866%       36.44088%
          Fixed Investor Percentage                                         0.00             0.00            0.00            0.00
          Investor Monthly Interest                                    1,329,938          111,125         100,585       1,541,648
          Overdue Monthly Interest                                          0.00             0.00            0.00            0.00
          Additional Interest                                               0.00             0.00            0.00            0.00
                Total Interest Due                                     1,329,938          111,125         100,585       1,541,648
          Investor Default Amounts                                       676,653           54,758          50,847         782,257
          Investor Monthly Fees                                          432,500           35,000          32,500         500,000
          Investor Additional Amounts                                       0.00             0.00            0.00            0.00
                Total Due                                              2,439,091          200,883         183,932       2,823,905
</TABLE>

<TABLE>
<CAPTION>
                                                                                                      Collateral
     (c)  Certificates - Balances and Distributions                    Class A          Class B        Interest         Total
          ========================================================================================================================
<S>                                                                  <C>               <C>            <C>             <C> 
          Beginning Investor Interest                                259,500,000       21,000,000      19,500,000     300,000,000
          Monthly Principal-Prin. Funding Account                           0.00             0.00            0.00            0.00
          Principal Payments                                                0.00             0.00            0.00            0.00
          Interest Payments                                            1,329,938          111,125         100,585       1,541,648
          Total Payments                                               1,329,938          111,125         100,585       1,541,648
          Ending Investor Interest                                   259,500,000       21,000,000      19,500,000     300,000,000
</TABLE> 

<TABLE> 
<S>                                                                                                                   <C> 
     (d)  Information regarding Payments in respect of the Class A Certificates
          (per $1,000 original certificate principal amount)
          1.  Total Payment                                                                                              5.125000
          2.  Amount of Payment in respect of Class A Monthly Interest                                                   5.125000
          3.  Amount of Payment in respect of Class A Overdue Monthly Interest                                               0.00
          4.  Amount of Payment in respect of Class A Additional Interest                                                    0.00
          5.  Amount of Payment in respect of Class A Principal                                                              0.00

     (e)  Class A Investor Charge-Offs/Reimbursement of Class A Investor
          Charge-Offs
          1.  Total amount of Class A Investor Charge-Offs                                                                   0.00
          2.  Amount of Class A Investor Charge-Offs per $1,000 original certificate principal amount                        0.00
          3.  Total amount reimbursed in respect of Class A Investor Charge-Offs                                             0.00
          4.  Amount reimbursed in respect of Class A Investor Charge-Offs per $1,000 original
              principal amount                                                                                               0.00
          5.  The amount, if any, by which the outstanding Principal Balance of the Class A
              Certificates exceeds the Class A Adjusted Investor Interest after giving effect to all
              transactions on such Distribution Date                                                                         0.00

     (f)  Information regarding Payments in respect of the Class B Certificates
          (per $1,000 original certificate principal amount)
          1.  Total Payment                                                                                              5.291670
          2.  Amount of Payment in respect of Class B Monthly Interest                                                   5.291670
          3.  Amount of Payment in respect of Class B Overdue Monthly Interest                                               0.00
          4.  Amount of Payment in respect of Class B Additional Interest                                                    0.00
          5.  Amount of Payment in respect of Class B Principal                                                              0.00
</TABLE> 
<PAGE>
 
Monthly Servicer's Certificate
Page 4 (all amounts in dollars except percentages)

<TABLE> 
<S>                                                                                                                   <C> 
     (g)  Amount of reductions in Class B Investor Interest pursuant to clauses
          (c), (d) and (e) of the definition of Class B Investor Interest
          1.  Amount of reductions in Class B Investor Interest                                                              0.00
          2.  Amount of reductions in Class B Investor Interest per $1,000 original certificate
              principal amount                                                                                               0.00
          3.  Total amount reimbursed in respect of reductions of Class B Investor Interest                                  0.00
          4.  Amount reimbursed in respect of reductions of Class B Investor Interest per
              $1,000 original certificate principal amount                                                                   0.00
          5.  The amount, if any, by which the outstanding Principal Balance of the Class B
              Certificates exceeds the Class B Investor Interest after giving effect to all
              transactions on such Distribution Date                                                                         0.00

     (h)  Information regarding Distribution in respect of the Collateral
          Interest
          1.  Total distribution                                                                                         5.158200
          2.  Amount of distribution in respect of Collateral Monthly Interest                                           5.158200
          3.  Amount of distribution in respect of Collateral Overdue Interest                                               0.00
          4.  Amount of distribution in respect of Collateral Monthly Principal                                              0.00

     (i)  Amount of reductions in Collateral Interest pursuant to clauses (c),
          (d) and (e) of the definition of Collateral Interest
          1.  Amount of reductions in Collateral Interest                                                                    0.00
          2.  Total amount reimbursed in respect of reductions of Collateral Interest                                        0.00

     (j)  Application of Reallocated Investor Finance Charge Collections
          1.  Class A Available Funds                                                                                   4,216,506

              a.  Class A Monthly Interest                                                                              1,329,938
              b.  Class A Overdue Monthly Interest                                                                           0.00
              c.  Class A Additional Interest                                                                                0.00
              d.  Class A Servicing Fee                                                                                   432,500
              e.  Class A Investor Default Amount                                                                         676,653

              f.   Excess Spread                                                                                        1,777,416

          2.  Class B Available Funds                                                                                     341,220

              a.  Class B Monthly Interest                                                                                111,125
              b.  Class B Overdue Monthly Interest                                                                           0.00
              c.  Class B Additional Interest                                                                                0.00
              d.  Class B Servicing Fee                                                                                    35,000

              e.  Excess Spread                                                                                           195,095

          3.  Collateral Holder Available Funds                                                                           316,847

              a.  Excess Spread                                                                                           316,847

          4.  Total Excess Spread                                                                                       2,289,358
</TABLE> 
<PAGE>
 
Monthly Servicer's Certificate
Page 5 (all amounts in dollars except percentages)

<TABLE> 
<S>                                                                                                                   <C> 
   (k)  Application of Excess Spread and Excess Finance Charge 
        Collections Allocated to Series 1997-1
         1.  Beginning Excess Spread                                                                                    2,289,358
         2.  Excess Finance Charge Collections                                                                               0.00
         3.  Applied to fund Class A Required Amount                                                                         0.00
         4.  Unreimbursed Class A Investor Charge-Offs                                                                       0.00
         5.  Applied to fund Class B Required Amount                                                                       54,758
         6.  Reductions of Class B Investor Interest treated as Available Principal Collections                                 -
         7.  Applied to Collateral Monthly Interest and unpaid Collateral Monthly Interest                                100,585
         8.  Applied to Collateral Interest Servicing Fee and any overdue Collateral Interest Servicing Fee                32,500
         9.  Collateral Investor Default Amount treated as Available Principal Collections                                 50,847
        10. Reductions of Collateral Interest treated as Available Principal Collections                                     0.00
        11. Deposit to Reserve Account (if required)                                                                         0.00
        12. Applied to other amounts owed to Collateral Interest Holder                                                      0.00
        13. Balance to constitute Excess Finance Charge Collections for other series                                    2,050,668

    13  Trust Performance
   (a)  Delinquencies
        1.  31-59 days                                                                                                 17,708,147
        2.  60-89 days                                                                                                  9,869,649
        3.  90 days and over                                                                                           14,185,214
        4.  Total 30+ days delinquent                                                                                  41,763,010

   (b)  Base Rate
             a.  Current Monthly Period                                                                                    8.167%
             b.  Prior Monthly Period                                                                                      8.170%
             c.  Second Prior Monthly Period                                                                               8.171%
   (c)  Three Month Average Base Rate                                                                                      8.169%

   (d) Portfolio Yield (gross portfolio yield less net defaults)
             a.  Current Monthly Period                                                                                 16.36927%
             b.  Prior Monthly Period                                                                                   15.66961%
             c.  Second Prior Monthly Period                                                                            13.42732%
   (e)  Three Month Average Portfolio Yield                                                                             15.15540%

   (f)  Excess Spread  Percentage
             a.  Current Monthly Period                                                                                  8.20268%
             b.  Prior Monthly Period                                                                                    7.48613%
             c.  Second Prior Monthly Period                                                                             5.24285%
   (g)  Three Month Average Excess Spread Percentage                                                                     6.97722%

   (h)  Monthly Payment Rate (total collections/beginning aggregate principal receivables)                              14.87317%

   (i)  Portfolio Adjusted Yield                                                                                         7.70268%
</TABLE> 

        IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
        certificate this      day of                .

                                First National Bank of Commerce, as Servicer

                                By:         /s/ Tracie Klein
                                ------------------------------------------------
                                Name:  Tracie Klein

<PAGE>
 
                                                                    EXHIBIT 20.2

                           MONTHLY HOLDERS' STATEMENT
                         FIRST NATIONAL BANK OF COMMERCE
                             NEW ORLEANS, LOUISIANA

- -------------------------------------------------------------------------------
                       FIRST NBC CREDIT CARD MASTER TRUST
                                  SERIES 1997-1
                                 OCTOBER 8,1998
- -------------------------------------------------------------------------------

Under the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of August 1, 1997 by and between First National Bank of
Commerce, as Seller and Servicer ("FNBC"), and The First National Bank of
Chicago, as Trustee, (the "Trustee"), as amended and supplemented by the Series
1997-1 Supplement dated as of August 1, 1997 by and between FNBC and the
Trustee, FNBC, as Servicer, is required to prepare certain information for each
Distribution Date regarding current distributions to Certificateholders and the
performance of the First NBC Credit Card Master Trust (the "Trust") during the
previous period. The information which is required to be prepared with respect
to the distribution on the October 15, 1998 Distribution Date, and with respect
to the performance of the Trust during the month of September 1 to September 30,
1998 is set forth below. Certain of the information is presented on the basis of
an original principal amount of $1,000 per Series 1997-1 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Monthly
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.

A    Series 1997-1 Certificates

<TABLE>
     1    Information regarding Payments in respect of the Class A Certificates
          (per $1,000 original certificate principal amount)

<S>                                                                                        <C>     
          a  Total Payment                                                                 5.125000
          b  Amount of Payment in respect of Class A Monthly Interest                      5.125000
          c  Amount of Payment in respect of Class A Overdue Monthly Interest                     -
          d  Amount of Payment in respect of Class A Additional Interest                          -
          e  Amount of Payment in respect of Class A Principal                                    -

     2    Class A Investor Charge-Offs/Reimbursement of Class A Investor
          Charge-Offs

          a  Total amount of Class A Investor Charge-Offs                                         -
          b  Amount of Class A Investor Charge-Offs per $1,000 original 
             certificate principal amount                                                         -
          c  Total amount reimbursed in respect of Class A Investor Charge-Offs                   -
          d  Amount reimbursed in respect of Class A Investor Charge-Offs per 
             $1,000 original principal amount                                                     -
          e  The amount, if any, by which the outstanding Principal Balance of 
             the Class A Certificates exceeds the Class A Adjusted Investor 
             Interest after giving effect to all transactions on such 
             Distribution Date                                                                    -

     3    Information regarding Payments in respect of the Class B Certificates
          (per $1,000 original certificate principal amount)

          a  Total Payment                                                                 5.291670
          b  Amount of Payment in respect of Class B Monthly Interest                      5.291670
          c  Amount of Payment in respect of Class B Overdue Monthly Interest                     -
          d  Amount of Payment in respect of Class B Additional Interest                          -
          e  Amount of Payment in respect of Class B Principal                                    -

     4    Amount of reductions in Class B Investor Interest pursuant to clauses
          (c), (d) and (e) of the definition of Class B Investor Interest

          a  Amount of reductions in Class B Investor Interest                                    -
          b  Amount of reductions in Class B Investor Interest per $1,000 
             original certificate principal amount                                                -
          c  Total amount reimbursed in respect of reductions of Class B Investor 
             Interest                                                                             -
          d  Amount reimbursed in respect of reductions of Class B Investor 
             Interest per $1,000 original certificate principal amount                            -
          e  The amount, if any, by which the outstanding Principal Balance of 
             the Class B Certificates exceeds the Class B Investor Interest 
             after giving effect to all transactions on such Distribution Date                    -
</TABLE>
<PAGE>
 
Monthly Holders' Statement
Page 2  (all amounts in dollars except percentages)

<TABLE>
<S>                                                                                        <C>     
     5    Information regarding Distribution in respect of the Collateral
          Interest
          a  Total distribution                                                            5.158200
          b  Amount of distribution in respect of Collateral Monthly Interest              5.158200
          c  Amount of distribution in respect of Collateral Overdue Interest                     -
          d  Amount of distribution in respect of Collateral Monthly Principal                    -

     6    Amount of reductions in Collateral Interest pursuant to clauses (c),
          (d) and (e) of the definition of Collateral Interest
          a  Amount of reductions in Collateral Interest                                          -
          b  Total amount reimbursed in respect of reductions of Collateral Interest              -

B    Trust Performance
     1  Delinquencies
        a  31-59 days                                                                    17,708,147
        b  60-89 days                                                                     9,869,649
        c  90 days and over                                                              14,185,214
        d  Total 30+ days delinquent                                                     41,763,010

     2  Base Rate
        a  Current Monthly Period                                                            8.167%
        b  Prior Monthly Period                                                              8.170%
        c  Second Prior Monthly Period                                                       8.171%
     3  Three Month Average Base Rate                                                        8.169%

     4  Portfolio Yield (gross portfolio yield less net defaults)
        a  Current Monthly Period                                                         16.36927%
        b  Prior Monthly Period                                                           15.66961%
        c  Second Prior Monthly Period                                                    13.42732%
     5  Three Month Average Portfolio Yield                                               15.15540%

     6  Excess Spread  Percentage
        a  Current Monthly Period                                                          8.20268%
        b  Prior Monthly Period                                                            7.48613%
        c  Second Prior Monthly Period                                                     5.24285%
     7  Three Month Average Excess Spread Percentage                                       6.97722%

     8  Monthly Payment Rate (total collections/beginning 
        aggregate principal receivables)                                                  14.87317%

     9  Portfolio Adjusted Yield                                                           7.70268%
</TABLE>


          First National Bank of Commerce, Servicer

          By:  /s/ Tracie Klein
              --------------------
          Name:  Tracie Klein


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