FIRST COMMERCE CORP /LA/
8-K, 1998-08-26
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)          AUGUST 11, 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/ Thomas L. Callicutt, Jr.
                                ------------------------------------------------
                                Thomas L. Callicutt, Jr.
                                Louisiana Banc One Corporation
                                Executive Vice President, Controller and
                                Principal Accounting Officer



Date:  August 26, 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 AUGUST 11, 1998 DETERMINATION DATE
                           FOR THE 12TH 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 August 11,1998, 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 $121,043,534.

          (a)  The aggregate amount of Collections of Finance Charge Receivables
               collected during the preceding Monthly Period the Collections of
               Finance Charge Receivables $12,672,280.

          (b)  The aggregate amount of Collections of Principal Receivables
               collected during the preceding Monthly Period the Collections of
               Principal Receivables was $108,371,254.

     6    The aggregate amount of Receivables as of the end of the last day of
          the preceding Monthly Period was $821,643,359.

     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
          $521,643,359.

     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
<TABLE> 
<CAPTION> 
     (a)  Trust Activity                                                     Total Trust
       ==============================================                   ====================
<S>                                                                     <C>        
          Beginning Aggregate Principal Receivables                           821,654,143
          Beginning Excess Funding Account Balance                                    -
          Beginning Total Principal Balance                                   821,654,143
          Collections of Finance Charge Receivables                            12,672,280
          Discount Percentage                                                         -
          Discount Option Receivables Collections                                     -
          Net Recoveries                                                              -
          Total Collections of Finance Charge Receivables                      12,672,280
          Total Collections of Principal Receivables                          108,371,254
          Net Default Amount                                                    3,478,438
          Minimum Aggregate Principal Receivables Balance                     300,000,000
          Ending Aggregate Principal Receivables                              821,643,359
          Ending Excess Funding Account Balance                                       -
          Ending Total Principal Balance                                      821,643,359
</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                                          57,515,035            57,515,035
</TABLE>

<TABLE>
<CAPTION>
     (c)  Group I Allocations                                              Series 1997-1         Total Group I
       ==============================================                   ========================================
<S>                                                                     <C>                       <C>      
          Investor Finance Charge Collections                                   4,626,866             4,626,866

          Investor Monthly Interest                                             1,546,116             1,546,116
          Investor Monthly Fees (Servicing Fee)                                   500,000               500,000
          Investor Default Amounts                                              1,270,037             1,270,037
          Investor Additional Amounts                                                 -                     -
          Total                                                                 3,316,153             3,316,153

          Reallocated Investor Finance Charge Collections                       4,626,866             4,626,866
          Available Excess                                                      1,310,713             1,310,713
</TABLE>

     12   Series 1997-1 Certificates

<TABLE>
<CAPTION>
                                                        Series 1997-1       Total Investor        Transferor's
     (a)  Investor/Transferor Allocations                Allocations           Interest             Interest
       =========================================================================================================
<S>                                                        <C>                <C>                   <C>        
          Beginning Investor/Transferor Amounts            821,654,143        300,000,000           521,654,143
          Beginning Adjusted Investor Interest             821,654,143        300,000,000           521,654,143
          Floating Investor Percentage                      100.00000%          36.51171%             63.48829%
          Fixed Investor Percentage                                -                  -                     -
          Collections of Finance Chg. Receivables           12,672,280          4,626,866             8,045,414
          Collections of Principal Receivables             108,371,254         39,568,201            68,803,053
          Net Default Amount                                 3,478,438          1,270,037             2,208,401

          Ending Investor/Transferor Amounts               821,643,359        300,000,000           521,643,359
</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%            6.25625%            6.17091%
        Floating Investor Percentage                    31.58263%            2.55582%            2.37326%           36.51171%
        Fixed Investor Percentage                             -                   -                   -                   -
        Investor Monthly Interest                       1,329,938             111,125             105,053           1,546,116
        Overdue Monthly Interest                              -                   -                   -                   -
        Additional Interest                                   -                   -                   -                   -
                Total Interest Due                      1,329,938             111,125             105,053           1,546,116
        Investor Default Amounts                        1,098,582              88,903              82,552           1,270,037
        Investor Monthly Fees                             432,500              35,000              32,500             500,000
        Investor Additional Amounts                           -                   -                   -                   -
                Total Due                               2,861,020             235,028             220,105           3,316,153
</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             105,053           1,546,116
        Total Payments                                  1,329,938             111,125             105,053           1,546,116
        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                                                                                       5.387330
        2.  Amount of distribution in respect of Collateral Monthly Interest                                         5.387330
        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                                                                                 4,002,239

            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                                                                     1,098,582

            f.   Excess Spread                                                                                      1,141,219

        2.  Class B Available Funds                                                                                   323,881

            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                                                                                         177,756

        3.  Collateral Holder Available Funds                                                                         300,746

            a.  Excess Spread                                                                                         300,746

        4.  Total Excess Spread                                                                                     1,619,721
</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                                                                                1,619,721
         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                                                                   88,903
         6.  Reductions of Class B Investor Interest treated as Available Principal Collections                           -
         7.  Applied to Collateral Monthly Interest and unpaid Collateral Monthly Interest                            105,053
         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                             82,552
        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                                1,310,713

    13  Trust Performance
   (a)  Delinquencies
        1.  31-59 days                                                                                             12,773,254
        2.  60-89 days                                                                                              8,694,906
        3.  90 days and over                                                                                       12,060,244
        4.  Total 30+ days delinquent                                                                              33,528,404

   (b)  Base Rate
             a.  Current Monthly Period                                                                                8.171%
             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                                                                             13.42732%
             b.  Prior Monthly Period                                                                               15.48536%
             c.  Second Prior Monthly Period                                                                        13.88875%
   (e)  Three Month Average Portfolio Yield                                                                         14.26714%

   (f)  Excess Spread  Percentage
             a.  Current Monthly Period                                                                              5.25641%
             b.  Prior Monthly Period                                                                                7.31445%
             c.  Second Prior Monthly Period                                                                         5.71775%
   (g)  Three Month Average Excess Spread Percentage                                                                 6.09620%

   (h)  Monthly Payment Rate (total collections/beginning aggregate principal receivables)                          14.73169%

   (i)  Portfolio Adjusted Yield                                                                                     4.75641%
</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/ Jane B. Truett
                                   --------------------------------------------
                                   Name:  Jane B. Truett
                                   Title:  Vice President and Controller

<PAGE>
 
                                                                    EXHIBIT 20.2

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

- --------------------------------------------------------------------------------
                      FIRST NBC CREDIT CARD MASTER TRUST
                                 SERIES 1997-1
                                AUGUST 11,1998
- --------------------------------------------------------------------------------

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 August 15,1998 Distribution Date, and with respect to
the performance of the Trust during the month of 7/1/98 to 7/31/98 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
      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                                             -
<PAGE>
 
Monthly Holders' Statement
Page 2 (all amounts in dollars except percentages)

      5  Information regarding Distribution in respect of the Collateral
         Interest
            a  Total distribution                                       5.387330
            b  Amount of distribution in respect of Collateral 
               Monthly Interest                                         5.387330
            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                                             12,773,254
            b  60-89 days                                              8,694,906
            c  90 days and over                                       12,060,244
            d  Total 30+ days delinquent                              33,528,404

      2  Base Rate
            a  Current Monthly Period                                     8.171%
               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                               13.42732%
               b  Prior Monthly Period                                 15.48536%
               c  Second Prior Monthly Period                          13.88875%
      5  Three Month Average Portfolio Yield                           14.26714%

      6  Excess Spread Percentage
               a  Current Monthly Period                                5.25641%
               b  Prior Monthly Period                                  7.31445%
               c  Second Prior Monthly Period                           5.71775%
      7  Three Month Average Excess Spread Percentage                   6.09620%

      8  Monthly Payment Rate (total collections/beginning aggregate 
         principal receivables)                                        14.73169%

      9  Portfolio Adjusted Yield                                       4.75641%


                   First National Bank of Commerce, Servicer


                            By: /s/ Jane B. Truett
                            ----------------------
                            Name:   Jane B. Truett
                            Title:  Vice President and Controller


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