FIRST COMMERCE CORP /LA/
8-K, 1998-09-30
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)          SEPTEMBER 9, 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 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:  September 30, 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 SEPTEMBER 9, 1998 DETERMINATION DATE
                          FOR THE 13TH 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 September 9,1998, 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 $124,973,519.

        (a)  The aggregate amount of Collections of Finance Charge Receivables
             collected during the preceding Monthly Period the Collections of
             Finance Charge Receivables $14,030,899.

        (b)  The aggregate amount of Collections of Principal Receivables
             collected during the preceding Monthly Period the Collections of
             Principal Receivables was $110,942,620.

     6  The aggregate amount of Receivables as of the end of the last day of the
        preceding Monthly Period was $823,271,272.

     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
        $523,271,272.

    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)

<TABLE> 
<CAPTION> 
    11  Monthly Period Trust Activity
   (a)  Trust Activity                                                      Total Trust
       ==============================================                   ====================
<S>                                                                     <C> 
        Beginning Aggregate Principal Receivables                               821,643,359
        Beginning Excess Funding Account Balance                                          -
        Beginning Total Principal Balance                                       821,643,359
        Collections of Finance Charge Receivables                                14,030,899
        Discount Percentage                                                               -
        Discount Option Receivables Collections                                           -
        Net Recoveries                                                                    -
        Total  Collections of Finance Charge Receivables                         14,030,899
        Total Collections of Principal Receivables                              110,942,620
        Net Default Amount                                                        3,301,871
        Minimum Aggregate Principal Receivables Balance                         300,000,000
        Ending Aggregate Principal Receivables                                  823,271,272
        Ending Excess Funding Account Balance                                             -
        Ending Total Principal Balance                                          823,271,272
</TABLE> 

<TABLE> 
<CAPTION> 
   (b)  Series Allocations                                                 Series 1997-1        All Series
       ==============================================                   ========================================
<S>                                                                     <C>                    <C> 
        Group Number                                                                      1
        Investor Interest                                                       300,000,000         300,000,000
        Adjusted Investor Interest                                              300,000,000         300,000,000
        Principal Funding Account Balance                                                 -                   -
        Minimum Transferor Interest                                              57,628,989          57,628,989
<CAPTION> 
   (c)  Group I Allocations                                                Series 1997-1       Total Group I
       ==============================================                   ========================================
<S>                                                                     <C>                    <C> 
        Investor Finance Charge Collections                                       5,122,989           5,122,989

        Investor Monthly Interest                                                 1,545,871           1,545,871
        Investor Monthly Fees (Servicing Fee)                                       500,000             500,000
        Investor Default Amounts                                                  1,205,585           1,205,585
        Investor Additional Amounts                                                       -                   -
        Total                                                                     3,251,456           3,251,456

        Reallocated Investor Finance Charge Collections                           5,122,989           5,122,989
        Available Excess                                                          1,871,533           1,871,533
</TABLE> 

<TABLE> 
<CAPTION> 
    12  Series 1997-1 Certificates
                                                        Series 1997-1     Total Investor        Transferor's
   (a)  Investor/Transferor Allocations                  Allocations         Interest             Interest
       =========================================================================================================
<S>                                                     <C>               <C>                    <C> 
        Beginning Investor/Transferor Amounts               821,643,359         300,000,000         521,643,359
        Beginning Adjusted Investor Interest                821,643,359         300,000,000         521,643,359
        Floating Investor Percentage                         100.00000%           36.51219%           63.48781%
        Fixed Investor Percentage                                   -                   -                   -
        Collections of Finance Chg. Receivables              14,030,899           5,122,989           8,907,910
        Collections of Principal Receivables                110,942,620          40,507,582          70,435,038
        Net Default Amount                                    3,301,871           1,205,585           2,096,286

        Ending Investor/Transferor Amounts                  823,271,272         300,000,000         523,271,272
</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                                   -                   -                   -                   -
        Principal Funding Investment Proceeds                       -                   -                   -                   -
        Withdrawal from Reserve Account                             -                   -                   -                   -
        Available Reserve Account Amount                            -                   -                   -                   -
        Required Reserve Account Amount                             -                   -                   -                   -

        Coupon                                                 6.15000%            6.35000%            6.24063%            6.16989%
        Floating Investor Percentage                          31.58305%            2.55585%            2.37329%           36.51219%
        Fixed Investor Percentage                                   -                   -                   -                   -
        Investor Monthly Interest                             1,329,938             111,125             104,808           1,545,871
        Overdue Monthly Interest                                    -                   -                   -                   -
        Additional Interest                                         -                   -                   -                   -
                Total Interest Due                            1,329,938             111,125             104,808           1,545,871
        Investor Default Amounts                              1,042,831              84,391              78,363           1,205,585
        Investor Monthly Fees                                   432,500              35,000              32,500             500,000
        Investor Additional Amounts                                 -                   -                   -                   -
                Total Due                                     2,805,269             230,516             215,671           3,251,456
</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                     -                   -                   -                   -
        Principal Payments                                          -                   -                   -                   -
        Interest Payments                                     1,329,938             111,125             104,808           1,545,871
        Total Payments                                        1,329,938             111,125             104,808           1,545,871
        Ending Investor Interest                            259,500,000          21,000,000          19,500,000         300,000,000

   (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                                                    -
        4.  Amount of Payment in respect of Class A Additional Interest                                                         -
        5.  Amount of Payment in respect of Class A Principal                                                                   -

   (e) Class A Investor Charge-Offs/Reimbursement of Class A Investor Charge-Offs
        1.  Total amount of Class A Investor Charge-Offs                                                                        -
        2.  Amount of Class A Investor Charge-Offs per $1,000 original certificate principal amount                             -
        3.  Total amount reimbursed in respect of Class A Investor Charge-Offs                                                  -
        4.  Amount reimbursed in respect of Class A Investor Charge-Offs per $1,000 original
             principal amount                                                                                                   -
        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                                                                             -

   (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                                                    -
        4.  Amount of Payment in respect of Class B Additional Interest                                                         -
        5.  Amount of Payment in respect of Class B Principal                                                                   -
</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                                                                   -
        2.  Amount of reductions in Class B Investor Interest per $1,000 original certificate
             principal amount                                                                                                   -
        3.  Total amount reimbursed in respect of reductions of Class B Investor Interest                                       -
        4.  Amount reimbursed in respect of reductions of Class B Investor Interest per
             $1,000 original certificate principal amount                                                                       -
        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                                                                             -

   (h) Information regarding Distribution in respect of the Collateral Interest
        1.  Total distribution                                                                                             5.374740
        2.  Amount of distribution in respect of Collateral Monthly Interest                                               5.374740
        3.  Amount of distribution in respect of Collateral Overdue Interest                                                    -
        4.  Amount of distribution in respect of Collateral Monthly Principal                                                   -

   (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                                                                         -
        2.  Total amount reimbursed in respect of reductions of Collateral Interest                                             -

   (j)  Application of Reallocated Investor Finance Charge Collections
        1.  Class A Available Funds                                                                                       4,431,385

             a.  Class A Monthly Interest                                                                                 1,329,938
             b.  Class A Overdue Monthly Interest                                                                               -
             c.  Class A Additional Interest                                                                                    -
             d.  Class A Servicing Fee                                                                                      432,500
             e.  Class A Investor Default Amount                                                                          1,042,831

             f.   Excess Spread                                                                                           1,626,116

        2.  Class B Available Funds                                                                                         358,609

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

             e.  Excess Spread                                                                                              212,484

        3.  Collateral Holder Available Funds                                                                               332,994

             a.  Excess Spread                                                                                              332,994

        4.  Total Excess Spread                                                                                           2,171,595
</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                                                                                       2,171,595
         2. Excess Finance Charge Collections                                                                                   -
         3. Applied to fund Class A Required Amount                                                                             -
         4. Unreimbursed Class A Investor Charge-Offs                                                                           -
         5. Applied to fund Class B Required Amount                                                                          84,391
         6. Reductions of Class B Investor Interest treated as Available Principal Collections                                  -
         7. Applied to Collateral Monthly Interest and unpaid Collateral Monthly Interest                                   104,808
         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                                    78,363
        10. Reductions of Collateral Interest treated as Available Principal Collections                                        -
        11. Deposit to Reserve Account (if required)                                                                            -
        12. Applied to other amounts owed to Collateral Interest Holder                                                         -
        13. Balance to constitute Excess Finance Charge Collections for other series                                   1,871,532.71

    13  Trust Performance
   (a)  Delinquencies
        1.  31-59 days                                                                                                   13,011,829
        2.  60-89 days                                                                                                    8,773,143
        3.  90 days and over                                                                                             12,592,755
        4.  Total 30+ days delinquent                                                                                    34,377,727

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

   (d) Portfolio Yield (gross portfolio yield less net defaults)
             a.  Current Monthly Period                                                                                   15.66961%
             b.  Prior Monthly Period                                                                                     13.42732%
             c.  Second Prior Monthly Period                                                                              15.48536%
   (e)  Three Month Average Portfolio Yield                                                                               14.86076%

   (f)  Excess Spread  Percentage
             a.  Current Monthly Period                                                                                    7.49972%
             b.  Prior Monthly Period                                                                                      5.25641%
             c.  Second Prior Monthly Period                                                                               7.31445%
   (g)  Three Month Average Excess Spread Percentage                                                                       6.69019%

   (h)  Monthly Payment Rate (total collections/beginning aggregate principal receivables)                                15.21019%

   (i)  Portfolio Adjusted Yield                                                                                           6.99972%
</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
                                SEPTEMBER 9,1998
- --------------------------------------------------------------------------------

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 September 15, 1998 Distribution Date, and with
respect to the performance of the Trust during the month of August 1 to August
31, 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.
<TABLE> 
<S>   <C>                                                                                                                  <C> 
A     Series 1997-1 Certificates
         1  Information regarding Payments in respect of the Class A
            Certificates (per $1,000 original certificate principal amount)
               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>                                                                                                               <C> 
         5 Information regarding Distribution in respect of the Collateral Interest
               a  Total distribution                                                                                       5.374740
               b  Amount of distribution in respect of Collateral Monthly Interest                                         5.374740
               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                                                                                             13,011,829
               b  60-89 days                                                                                              8,773,143
               c  90 days and over                                                                                       12,592,755
               d  Total 30+ days delinquent                                                                              34,377,727

         2  Base Rate
               a  Current Monthly Period                                                                                      8.170%

               b  Prior Monthly Period                                                                                        8.171%

               c  Second Prior Monthly Period                                                                                 8.171%

         3  Three Month Average Base Rate                                                                                     8.171%


         4 Portfolio Yield (gross portfolio yield less net defaults)
               a  Current Monthly Period                                                                                   15.66961%

               b  Prior Monthly Period                                                                                     13.42732%

               c  Second Prior Monthly Period                                                                              15.48536%

         5  Three Month Average Portfolio Yield                                                                            14.86076%


         6  Excess Spread  Percentage
               a  Current Monthly Period                                                                                    7.49972%

               b  Prior Monthly Period                                                                                      5.25641%

               c  Second Prior Monthly Period                                                                               7.31445%

         7  Three Month Average Excess Spread Percentage                                                                    6.69019%


         8  Monthly Payment Rate (total collections/beginning aggregate principal receivables)                             15.21019%


         9  Portfolio Adjusted Yield                                                                                        6.99972%



                 First National Bank of Commerce, Servicer

                 By:  /s/ Tracie Klein
                    ------------------------------------------------------
                 Name:  Tracie Klein
</TABLE> 


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