<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1996
Commission file number: 33-95714
FIRST NATIONAL BANK OF ATLANTA (Delaware) d/b/a Wachovia Bank Card Services
on behalf of WACHOVIA CREDIT CARD MASTER TRUST
(issuer in respect of the Wachovia Credit Card Trust Floating Rate Asset Backed
Certificates)
-exact name of registrant as specified in its charter-
United States of America 22-2716130
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Address of principal executive offices (include zip code):
77 Read's Way
New Castle Corporate Commons
New Castle, Delaware 19720
Registrant's telephone number: (302) 323-2359
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1995-1
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1995-1
Indicate by check mark whether the Registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ X ] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date. None.
Documents Incorporated By Reference. None.
1
<PAGE>
PART I
Item 1. Business
The Trust engages in the business of acquiring and holding
receivables, issuing Series of Certificates and the related Transferor
Certificate, making payments thereon and engaging in related activities
(including, with respect to any Series, obtaining any Enhancement and entering
into an Enhancement agreement relating thereto).
Item 2. Properties
Not Applicable.
Item 3. Legal Proceedings
There are no material pending legal proceedings with respect to
the Wachovia Credit Card Master Trust (the "Trust") involving the Trust, Bank of
New York, as Trustee, or The First National Bank of Atlanta, as Servicer, other
than ordinary or routine litigation incidental to the Trust assets or the
Trustee's or the Servicer's duties under the applicable Pooling and Servicing
Agreement.
Item 4. Submission Of Matters To A Vote Of Security Holders
None.
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
(a) Market Information. There is no established public trading market
for the Certificates.
(b) Holders. Since each of the Certificates was issued in book entry
form only, there is only one holder of record of each Series of Certificates.
(c) Dividends. Not Applicable.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9. Changes In And Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11. Executive Compensation
Not Applicable.
2
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. The Certificates of each
Class of each Series representing investors' interests in the Trust are
represented by one or more Certificates registered in the name of Cede & Co.,
the nominee of The Depository Trust Company ("DTC") , and an investor holding an
interest in the Trust is not entitled to receive a Certificate representing such
interest except in certain limited circumstances. Accordingly, Cede & Co. is the
sole holder of record of Certificates, which it held on behalf of brokers,
dealers, banks and other direct participants in the DTC system at December 31,
1996. At December 31, 1996, the following direct DTC participants held positions
in Certificates representing interests in the Trust equal to or exceeding 5% of
the total principal amount of the Certificates of each Class of each Series
outstanding on the date:
<TABLE>
<CAPTION>
Percentage
Title of Aggregate Amount of
Class Name of Certificates Held Ownership
<S> <C> <C> <C>
Series 1995-1 Bank of New York $ 170,500,000 36.08%
Class A Bankers Trust Company 25,000,000 5.29%
Chase Manhattan Bank, N.A. (The) 66,500,000 14.07%
Citibank, N.A. 62,000,000 13.12%
Morgan Guaranty Trust Co. 68,000,000 14.39%
</TABLE>
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Security Ownership of Management. Not Applicable.
(c) Changes in Control. Not Applicable.
Item 13. Certain Relationships and Related Transactions. None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. The Annual Servicer's Certificate.
2. Report of Management of Credit Card Trust Control
Structure Policies and Procedures and Pooling and
Servicing Agreement Compliance.
3. The Annual Accountants' Report On Applying Agreed-Upon
Procedures.
4. The Annual Accountants' Report on control structure
policies and procedures.
5. The Annual Accountants' Report on management compliance.
(b) No reports on Form 8-K were filed by the Trust during the
period covered by this report.
(c) See (a) above.
(d) Not Applicable.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Atlanta (Delaware)
d/b/a Wachovia Bank Card Services
As originator of Trust Registrant
Date: 3/21/97 By: /s/ D. G. Landrum
.
D. G. Landrum
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on March 21, 1997 by the following persons on behalf of the
registrant and in the capacities indicated.
Signature Title
/s/ Beverly B. Wells
________________________________ President and Director
Beverly B. Wells
/s/ Donald K. Truslow
________________________________ Comptroller (Principal Financial
Donald K. Truslow Officer and Principal Accounting
Officer)
/s/ John C. McLean, Jr.
________________________________ Chairman and Director
John C. McLean, Jr.
/s/ J. Peirce Anderson, Esq.
________________________________ Director
J. Peirce Anderson, Esq.
/s/ John E. F. Corson
________________________________ Director
John E. F. Corson
/s/ Martin I. Lubaroff, Esq.
________________________________ Director
Martin I. Lubaroff, Esq.
/s/ Richard G. McCauley, Esq.
________________________________ Director
Richard G. McCauley, Esq.
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Sequential Page Number
<C> <S> <C>
99.1. Annual Servicer's Certificate. 6
99.2. Report of Management of Credit Card Trust Control Structure Policies 7-8
and Procedures and Pooling and Servicing Agreement Compliance.
99.3. Independent Accountants' Report On Applying Agreed-Upon 9-11
Procedures.
99.4. Independent Accountants' Report on control structure policies and 12-14
procedures.
99.5. Independent Accountants' Report on management compliance. 15-16
</TABLE>
5
<PAGE>
<PAGE>
WACHOVIA
- --------------------------------------------------------------------------------
The First National Bank of Atlanta
Post Office Box 12485
Wilmington, Delaware 19850 Exhibit 99.1
THE FIRST NATIONAL BANK OF ATLANTA
WACHOVIA CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of the First National Bank of
Atlanta ("FNBA"), as Servicer pursuant to the Pooling and Servicing Agreement
dated as of October 26, 1995 (the "Pooling and Servicing Agreement") by and
between FNBA and The Bank of New York (Delaware), as trustee (the "Trustee")
does hereby certify that:
1. FNBA is Servicer under the Pooling and Servicing Agreement.
2. The undersigned is duly authorized pursuant to the Pooling
and Servicing Agreement to execute and deliver this Certificate to the
Trustee.
3. This certificate is delivered pursuant to Section 3.5 of the Pooling
and Servicing Agreement.
4. A review of the activities of the Servicer during the period of
October 26, 1995 to October 31, 1996 was conducted under the
supervision of the undersigned.
5. Based on such review, the Servicer has, to the best of the knowledge
of the undersigned, fully performed all its obligations under the
Pooling and Servicing Agreement throughout such period and no default
in the performance of such obligations has occurred or is continuing
except as set forth in paragraph 6 below.
6. The following is a description of each default in the performance of
the Servicer's obligations under the provisions of the Pooling and
Servicing Agreement, including any Supplement, known to the under-
signed to have been made during such period which sets forth in
detail (i) the nature of each such default, (ii) the action taken by
the Servicer, if any, to remedy each such default and (iii) the
current status of each such fault:
None
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
27th day of November, 1996.
/s/ D. G. Landrum
-------------------------------
Douglas G. Landrum
Vice President
6
<PAGE>
WACHOVIA
- --------------------------------------------------------------------------------
The First National Bank of Atlanta
Post Office Box 12485
Wilmington, Delaware 19850 EXHIBIT 99.2
November 27, 1996
The Bank of New York
Fitch Information Services, Inc.
Moody's Investor Service
Standard & Poor's
Union Bank of Switzerland
Report of Management on Credit Card Trust Control Structure Policies
and Procedures and Pooling and Servicing Agreement Compliance
Control Structure Policies and Procedures
The First National Bank of Atlanta the ("Company"), a wholly owned subsidiary of
Wachovia Corporation is responsible for establishing and maintaining effective
control structure policies and procedures over the functions performed as
servicer of the Wachovia Credit Card Master Trust Series 1995-1 (the "Trust and
Pool"). These policies and procedures are designed to provide reasonable
assurance to the Company's management and board of directors that Trust and Pool
assets are safeguarded against loss from unauthorized use or disposition and
that transactions are executed in accordance with management's authorization in
conformity with the Pooling and Servicing Agreement and Pooling and Servicing
Agreement Supplement dated October 26, 1995 (the "Agreements") between the
Company as seller and owner/servicer and The Bank of New York as trustee (the
"Trustee") and are recorded properly to permit the preparation of the required
financial reports.
There are inherent limitations in any control structure policies and procedures,
including the possibility of human error and circumvention or overriding of
controls. Accordingly, even effective control structure policies and procedures
can provide only reasonable assurance with respect of the achievement of any
objectives of internal control. Further, because of changes in conditions, the
effectiveness of the control structure policies and procedures may vary over
time.
The Company has determined that the objectives of its control structure policies
and procedures with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
o Funds collected are appropriately remitted to the Trustee in accordance
with the Agreements.
o Trust and Pool assets are segregated from those retained by the Company
in accordance with the Agreements.
o Expenses incurred by the Trust and Pool are calculated and remitted in
accordance with the Agreements.
7
<PAGE>
WACHOVIA
- --------------------------------------------------------------------------------
The First National Bank of Atlanta
Post Office Box 12485
Wilmington, Delaware 19850 EXHIBIT 99.2
o The addition of accounts to the Trust and Pool are authorized
with the Agreements.
o The removal of accounts from the Trust and Pool are authorized in
accordance with the Agreements.
o Trust and Pool assets amortizing out of the Trust and Pool are
calculated in accordance with the Agreements.
o Monthly Trust and Pool reports provided to the Trustee are reviewed
by appropriate level of management prior to distribution.
o Monthly Trust and Pool reports generated in the form of "Exhibits"
contain all information required by the Agreements.
The Company has assessed its control structure policies and procedures over the
functions performed as servicer of the Trust and Pool in relation to these
criteria. This assessment assumed the accuracy of reports prepared by the
Company's bank card processor and did not extend to the control structure
policies and procedures of the Company's bank card processor. Based upon
this assessment, the Company maintained that, as of October 31, 1996 and for the
year then ended, its control structure policies and procedures over the
functions performed as servicer of the Trust and Pool are effective in providing
reasonable assurance that Trust and Pool assets are safeguarded against loss
from unauthorized use or disposition and that transactions are executed in
accordance with management's authorization in conformity with the Agreements
between the Company as seller/servicer and the Trustee are recorded properly
to permit the preparation of the required financial reports.
POOLING AND SERVICING AGREEMENT COMPLIANCE
The Company is responsible for complying with the Agreements. The Company
assessed compliance with the relevant covenants and conditions identified
in the Agreements. In performing this assessment, the Company assumed the
accuracy of reports prepared by the Company's bank card processor and did not
extend its assessment to the relevant aspects of the Company's compliance
that are the responsibility of the bank card processor. Based upon this
assessment, the Company was in compliance with the relevant covenants and
conditions in the Agreements for the period from November 1, 1995 to
October 31, 1996. In addition, the Company did not identify any instances
of noncompliance in performing the assessment.
/s/ A. H. WATKINS
---------------------------------
Ann H. Watkins
Senior Vice President
/s/ D. G. LANDRUM
--------------------------------
Douglas G. Landrum
Vice President
8
<PAGE>
EXHIBIT 99.3
[ERNST & YOUNG LLP LOGO] o 2000 Wachovia Building o Phone: 910 725 0611
301 North Main Street Fax: 910 725 4327
Winston-Salem
North Carolina 27111
Independent Accountants' Report
On Applying Agreed-Upon Procedures
The First National Bank of Atlanta
77 Reeds Way
New Castle Corporate Commons
New Castle, Delaware 19720
and
Wachovia Bank of North Carolina, N.A.
100 North Main Street
Winston-Salem, North Carolina 27150
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Wachovia Credit Card Master Trust Series 1995-1
We have performed the procedures enumerated below, which were agreed to by
The First National Bank of Atlanta (the "Company") and The Bank of New York,
solely to assist you with respect to the monthly certificates prepared by the
Company pursuant to subsection 3.6(b) of the Pooling and Servicing Agreement
dated as of October 26, 1995, as of October 31, 1996 for the year then ended.
This engagement was performed in accordance with standards established by the
American Institute of Certified Public Accountants. The sufficiency of the
procedures is solely the responsibility of the Company and the Bank of New
York. Consequently, we make no representation regarding the sufficiency of the
procedures described below either for the purpose for which this report has
been requested or for any other purpose.
Our procedures were as follows: We have compared the amounts in the
"mathematical calculations" set forth in the monthly certificates for the
period November 1, 1995 to October 31, 1996 prepared by the Company pursuant to
subsection 3.6(b) of the Agreement with reports prepared by the Company's
bank card processor, which were the source of such amounts.
9
<PAGE>
(Ernest & Young LLP Logo) EXHIBIT 99.3
Page 2
November 19, 1996
As a result of the procedures performed, we noted the following instances where
such amounts set forth in the monthly certificates were not in agreement
with reports prepared by the Company's bank card processor:
o The line item, "portfolio yield (3 month average (annualized)),"
was reported as 12.6676% for December 1995 through February 1996
and 10.9804% for May 1996. The amounts should have been 11.4874%,
11.2525%, 11.1262%, and 11.3797%, respectively.
o The line item, "base rate (current month)," was reported as 7.5007%
for February 1996 and 7.5632% for March 1996. The amounts should have
been 7.3173% and 7.7486%, respectively.
o The line item, "base rate (prior month)," was reported as 7.8132% for
March 1996. The amount should have been 7.3173%.
o The line item, "base rate (2 months ago)," was reported as 8.1257%
for March 1996. The amount should have been 7.8132%.
o The line item, "excess finance charge collections %," was reported
as 4.8544% for February 1996 and 3.2923% for April 1996. The amounts
should have been 4.1054% and 4.1522%, respectively.
o The line item, "required seller's interest," was reported as
$25,000,000 for November 1995. The amount should have been
$95,547,160.
No other instances were noted where such amounts set forth in the monthly
certificates were not in agreement with reports prepared by the Company's
bank card processor.
We were not engaged to, and did not, perform an audit, the objective of which
would be the expression of an opinion on the monthly certificates prepared
by the Company pursuant to subsection 3.6(b) of the Agreement or on the
reports prepared by the Company's bank card processor. Had we performed
additional procedures with respect to both the monthly certificates prepared
by the Company pursuant to subsection 3.6(b) of the Agreement and the reports
prepared by the Company's bank card processor, which were the source of such
amounts, other matters might have come to our attention that would have been
reported to you. This report relates only to the comparison of the amounts in
the mathematical calculations specified above and does not extend to any
financial statements of the Company taken as a whole.
10
<PAGE>
(ERNST & YOUNG LLP Logo) EXHIBIT 99.3
Page 3
November 19, 1996
This report is intended solely for the information and use of the users listed
above and should not be used by those who have not agreed to the procedures
and taken responsibility for the sufficiency of the procedures for their
purposes. However, this report is a matter of public record as a result of
being included as an exhibit to the annual report on Form 10-K prepared by the
Company and filed with the Securities and Exchange Commission on behalf of
Wachovia Credit Card Master Trust Series 1995-1 and its distribution is not
limited.
/s/ Ernst & Young LLP
November 19, 1996
11
<PAGE>
[ERNST & YOUNG LLP LOGO] o 2000 Wachovia Building o Phone: 910 725 0611
301 North Main Street Fax: 910 725 4327
Winston-Salem
North Carolina 27111
EXHIBIT 99.4
Independent Accountants' Report
The First National Bank of Atlanta
77 Reeds Way
New Castle Corporate Commons
New Castle, Delaware 19720
and
Wachovia Bank of North Carolina, N.A.
100 North Main Street
Winston-Salem, North Carolina 27150
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Wachovia Credit Card Master Trust Series 1995-1
We have examined management's assertion that First National Bank of Atlanta
(the "Company"), a wholly owned subsidiary of Wachovia Corporation maintained
control structure policies and procedures over the functions performed as
servicer of the Wachovia Credit Card Master Trust Series 1995-1 ("Trust")
that are effective, as of October 31, 1996 in providing reasonable
assurance that Trust assets are safeguarded against loss from unauthorized
use or disposition and that transactions are executed in accordance with
management's authorization in conformity with the Pooling and Servicing
Agreement ("Agreement") dated as of October 26, 1995 and the Series 1995-1
Supplement Pooling and Servicing Agreement dated October 26, 1995 (together the
"Agreements"), between the Company as Seller and Owner/Servicer, and The Bank
of New York, as Trustee on behalf of the Certificate holders of the Trust, and
are recorded properly to permit the preparation of the required financial
reports. This assertion is included in the accompanying report of management
titled, "Report of Management on Credit Card Trust Control Structure Policies
and Procedures and Pooling and Servicing Agreement Compliance" (the "Report").
12
<PAGE>
(ERNST & YOUNG LLP Logo) EXHIBIT 99.4
Page 2
November 19, 1996
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants, and accordingly, included
obtaining an understanding of the control structure policies and procedures
over the functions performed by the Company as servicer of the Trust, testing
and evaluating the design and operating effectiveness of the policies and
procedures, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis
for our opinion.
As discussed in the Report, management, in providing its assertion on the
control structure policies and procedures, assumed the accuracy of reports
prepared by the Company's bank card processor and did not extend its assessment
to the control structure policies and procedures of the Company's bank card
processor. Accordingly, and in accordance with Section 3.6(a) of the Agreement,
our examination did not extend to the control structure policies and procedures
of the Company's bank card processor and we do not express an opinion or any
form of assurance on those control structure policies and procedures.
Because of inherent limitations in any control structure policies and
procedures, errors or irregularities may occur and not be detected. Also,
projections of any evaluation of the control structure policies and procedures
over the functions performed by the Company as servicer of the Trust to
future periods are subject to the risk that the policies and procedures
may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, management's assertion, that the Company maintained control
structure policies and procedures over the functions performed as servicer
of the Trust that are effective, as of October 31, 1996, in providing reasonable
assurance that Trust assets are safeguarded against loss from unauthorized use
or disposition and that transactions are executed in accordance with
management's authorization in conformity with the Agreements, between the
Company as Seller and Owner/Servicer, and The Bank of New York, as Trustee on
behalf of the Certificate holders of the Trust, and are recorded properly to
permit the preparation of the required financial reports, is fairly stated, in
all material respects, based upon the following criteria specified in the
Report.
o Policies and procedures provide reasonable assurance that funds
collected are remitted to the Trustee in accordance with the Agreements.
o Policies and procedures provide reasonable assurance that Trust assets
are segregated from those retained by the Company in accordance with
the Agreements.
o Policies and procedures provide reasonable assurance that expenses
incurred by the Trust are calculated and remitted in accordance with
the Agreements.
13
<PAGE>
EXHIBIT 99.4
Page 3
November 19, 1996
o Policies and procedures provide reasonable assurance that the addition
of accounts to the Trust are authorized in accordance with the
Agreements.
o Policies and procedures provide reasonable assurance that the removal
of accounts from the Trust are authorized in accordance with the
Agreements.
o Policies and procedures provide reasonable assurance that Trust assets
amortizing out of the Trust are calculated in accordance with the
Agreements.
o Policies and procedures provide reasonable assurance that monthly Trust
reports generated in the form of "Exhibits" and provided to the Trustee
are reviewed by management prior to distribution.
o Policies and procedures provide reasonable assurance that monthly Trust
reports generated in the form of "Exhibits" contain all required
information per section 5.2 of the Agreements.
This report is intended solely for the information and use of the board of
directors and management of the Company and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive such
information as specified in the Agreement or in the Exhibits attached
thereto or in the Underwriting Agreement dated October 26, 1995, between the
Company and CS First Boston. However, this report is a matter of public record
as a result of being included as an exhibit to the annual report on Form
10-K prepared by the Company and filed with the Securities and Exchange
Commission on behalf of Wachovia Credit Card Master Trust Series 1995-1
and its distribution is not limited.
/s/ Ernst & Young LLP
November 19, 1996
14
<PAGE>
[ERNST & YOUNG LLP LOGO] o 2000 Wachovia Building o Phone: 910 725 0611
301 North Main Street Fax: 910 725 4327
Winston-Salem
North Carolina 27111
EXHIBIT 99.5
Independent Accountants' Report
The First National Bank of Atlanta
77 Reeds Way
New Castle Corporate Commons
New Castle, Delaware 19720
and
Wachovia Bank of North Carolina, N.A.
100 North Main Street
Winston-Salem, North Carolina 27150
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Wachovia Credit Card Master Trust Series 1995-1
We have examined management's assertion that The First National Bank of Atlanta
(the "Company"), a wholly-owned subsidiary of Wachovia Corporation complied with
the covenants and conditions of sections 2.5(e), 2.6, 2.7, 3.2, 3.4, 3.6(b),
4.2(a) and 4.3(a) and (c) of the Pooling and Servicing Agreement dated as of
October 26, 1995 ("Agreement") and sections 3(b), 4.5(a)(i), 4.6, 4.7, 5.2(a),
and 9(c) and (d) of the Series 1995-1 Pooling and Servicing Agreement Supplement
dated October 26, 1995 ("Agreement Supplement") between the Company and The Bank
of New York as of October 31, 1996 and for the period November 1, 1995 to
October 31, 1996. This assertion is included in the accompanying report by
management titled, "Report of Management on Credit Card Trust Control Structure
Policies and Procedures and Pooling and Servicing Agreement Compliance" (the
"Report"). Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
15
<PAGE>
EXHIBIT 99.5
Page 2
November 19, 1996
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
of the Company's compliance with specified requirements.
As discussed in the Report, management in providing its assertion on compliance
assumed the accuracy of the reports prepared by the Company's bank card
processor and did not extend its assessment to the relevant aspects of the
Company's compliance that are the responsibility of the bank card processor.
Accordingly, and in accordance with Section 3.6(a) of the Agreement, our
examination did not extend to those aspects of the Company's compliance that are
the responsible for the bank card processor and we do not express an opinion or
any other form of assurance on those compliance aspects.
In our opinion, management's assertion that the Company was in compliance with
the covenants and conditions of the sections in the Agreement and the Agreement
Supplement referred to above, as of October 31, 1996 and for the period
November 1, 1996 to October 31, 1996, is fairly stated in all material respects.
This report is intended solely for the information and use of the board of
directors and management of the Company and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive such
information as specified in the Agreement or in the Exhibits attached thereto or
in the Underwriting Agreement dated October 26, 1995, between the Company and CS
First Boston Corporation. However, this report is a matter of public record as a
result of being included as an exhibit to the annual report on Form 10-K
prepared by the Company and filed with the Securities and Exchange Commission on
behalf of Wachovia Credit Card Trust Master Series 1995-1 and its distribution
is not limited.
/s/ Ernst & Young LLP
November 19, 1996
16
