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, 1997
Commission files number: 33-95714 & 33-99442-01
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.
<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.
<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, 1997. At December 31, 1997, 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 Series outstanding on the date:
Percentage
Title of Aggregate Amount of
Class Name of Certificates Ownership
Held
Series 1995-1 Bank of New York $298,496,000 63.17%
Class A Bankers Trust
Company 30,000,000 6.35%
Chase Manhattan
Bank, N.A. (The) 71,504,000 15.13
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. Annual Servicer's Certificate.
2. Independent Accountants' Report on Applying Agreed-Upon
Procedures.
3. Independent Accountants' Report on internal control.
4. Report of Management on internal control.
5. Independent Accountants' Report on compliance.
6. Report of Management on Compliance.
(b) Reports on Form 8-K were filed monthly by the Trust during the
period covered by this report.
(c) See (a) above.
<PAGE>
(d) Not Applicable.
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: By:
\s\ Cecile K. Bazaz
Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 27, 1998 by the following persons on behalf of
the registrant and in the capacities indicated.
Signature Title
_____________________________ President and Director
\s\ Charles M. Hegarty
_____________________________ Comptroller (Principal Financial
\s\ Donald K. Truslow Officer and Principal Accounting
Officer)
_____________________________ Chairman and Director
\s\ Beverly B. Wells
_____________________________ Director
\s\ J. Peirce Anderson, Esq.
_____________________________ Director
\s\ John E. F. Corson
_____________________________ Director
\s\ Martin I. Lubaroff, Esq.
_____________________________ Director
\s\ Richard G. McCauley, Esq.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Sequential Page Number
99.1. Annual Servicer's Certificate. 6
99.2 Independent Accountants' Report on
Applying Agreed-Upon Procedures. 7-10
99.3. Independent Accountants' Report on internal control.
99.4. Report of Management on Internal Control. 13
99.5. Independent Accountants' Report on compliance. 14-15
99.6. Report of Management on Compliance. 16
<PAGE>
Exhibit 99.1
THE FIRST NATIONAL BANK OF ATLANTA
WACHOVIA CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of the 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 November 1,
1996 to October 31, 1997 was conducted under the supervision of a servicing
officer of FNBA.
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 fault 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 undersigned 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
17th day of November, 1997.
________________________
\s\ Cecile K. Bazaz
Senior Vice President
<PAGE>
Exhibit 99.2
Report of Independent Accountants
on Applying Agreed-Upon Procedures
The First National Bank of Atlanta
77 Reeds Way
New Castle Corporate Commons
New Castle, Delaware 19720
and
The Bank of New York
101 Barclay Street
Corporate Backed Asset Unit
New York, NY 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"), a wholly-owned subsidiary of
Wachovia Corporation and The Bank of New York, solely to assist you with
respect to the monthly servicer's certificates (the "certificates") prepared
by the Company during the period November 1, 1996 through October 31, 1997
pursuant to subsection 3.6(b) of the Pooling and Servicing Agreement dated as
of October 26, 1995 between The First National Bank of Atlanta and The Bank of
New York, Trustee of the Wachovia Credit Card Master Trust. This engagement to
apply agreed-upon procedures 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 specified
users of the report. 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 any other purpose.
We performed the procedures enumerated in the letter dated November 1, 1997 to
the Company and Wachovia Bank, N.A., included as Attachment A to this letter,
to each certificate prepared by the Company pursuant to subsection 3.6(b) of
the Agreement for the period November 1, 1996 through October 31, 1997. As a
result of the procedures performed, we noted the following instances where
amounts set forth in the certificates did not agree to recalculated amounts or
were not in agreement with the corresponding amounts in the Company's
servicing records (page numbers below refer to the sequential pagination in
the certificate):
<PAGE>
<TABLE>
The Required Seller's Interest amount on Page 3 of the certificate for the
months of November 1996 through September 1997 was computed as 5% of the End
of Period Principal Receivables. In accordance with the Agreement the Required
Seller's Interest should be computed as 5% of the Average Principal
Receivables for the preceding monthly period plus the Excess Funding Amount.
This resulted in the following differences:
<CAPTION>
Monthly Page Reported Recalculated
Line Item Description Certificate No. Amount Amount Difference
<S><C>
Required Seller's
Interest November 3 96,684,363.12 96,031,779.92 652,583.20
Required Seller's
Interest December 3 99,012,673.21 96,456,072.10 2,556,601.11
Required Seller's
Interest January 3 97,333,182.69 97,848,518.17 -515,335.48
Required Seller's
Interest February 3 95,718,193.96 98,172,927.95 -2,454,733.99
Required Seller's
Interest March 3 94,285,685.14 96,525,688.32 -2,240,003.18
Required Seller's
Interest April 3 93,798,435.26 95,001,939.55 -1,203,504.29
Required Seller's
Interest May 3 92,915,489.58 94,042,060.20 -1,126,570.62
Required Seller's
Interest June 3 92,529,065.75 93,356,962.42 -827,896.67
Required Seller's
Interest July 3 92,477,336.91 92,722,277.67 -244,940.76
Required Seller's
Interest August 3 93,600,482.80 92,503,201.33 1,097,281.47
Required Seller's
Interest September 3 93,138,138.08 93,038,909.85 99,228.23
</TABLE>
<PAGE>
<TABLE>
Late fee income of $217.69 was omitted from the The End of Period Finance
Charge Receivables amount on Page 2 of the August 1997 certificate. This
omission resulted in the following differences:
<CAPTION>
Monthly Page Reported Recalculated
Line Item Description Certificate No. Amount Amount Difference
<S><C>
End of Period Finance
Charge Receivables August 2 23,041,735.69 23,041,953.38 -217.69
Beginning of Period Finance
Charge Receivables September 2 23,041,735.69 23,041,953.38 -217.69
Collections of Principal
Receivables September 3 179,275,716.81 179,275,499.12 217.69
Collections of Finance
Charge Receivables September 3 23,041,735.69 23,041,953.38 -217.69
Total Finance Charge
Collections September 3 24,505,067.30 24,505,284.99 -217.69
Available Series 1995-1
Finance Charge
Collections September 4 6,515,664.49 6,515,722.63 -58.14
Class A Available Finance
Charge Collections September 4 5,815,230.55 5,815,282.45 -51.90
Excess Spread Class A September 4 1,598,594.11 1,598,646.00 -51.89
Class B Available Finance
Charge Collections September 4 342,072.39 342,075.44 -3.05
Excess Spread Class B September 4 190,451.29 190,454.35 -3.06
Class C Available Finance
Charge Collections September 4 358,361.55 358,364.74 -3.19
Excess Spread Class C September 4 358,361.55 358,364.74 -3.19
Total Excess Finance
Charge Collections September 4 2,147,406.95 2,147,465.09 -58.14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monthly Page Reported Recalculated
Line Item Description Certificate No. Amount Amount Difference
<S><C>
Shared Excess Finance
Charge Collections September 5 1,787,011.65 1,787,069.79 -58.14
Portfolio Yield (current
month) September 5 12.1250% 12.1251% -0.0001%
Portfolio Adjusted
Yield September 5 4.1500% 4.1501% -0.0001%
Gross Yield
(annualized) September 5 16.6376% 16.6377% -0.0001%
Excess Finance Charge
Collections % September 5 4.2888% 4.2889% -0.0001%
Class A Monthly Principal
Amount September 6 42,735,777.76 42,735,725.87 51.89
Class B Monthly Principal
Amount September 6 2,513,869.28 2,513,866.23 3.05
Class C Monthly Principal
Amount September 6 2,633,577.34 2,633,574.14 3.20
Total Monthly
Principal September 6 47,883,224.38 47,883,166.24 58.14
Portfolio Yield (prior
month) October 5 12.1250% 12.1251% -0.0001%
</TABLE>
We were not engaged to, and did not, perform an audit, the objective of which
would be the expression of an opinion on the specified items included in the
certificates. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that
would have been reported to you.
This report is intended solely for the use of the specified 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 the
Wachovia Credit Card Master Trust and its distribution is not limited.
\s\ ERNST & YOUNG LLP
November 17, 1997
<PAGE>
Exhibit 99.3
Report of Independent Accountants
The First National Bank of Atlanta
77 Reeds Way
New Castle Corporate Commons
New Castle, Delaware 19720
and
The Bank of New York
101 Barclay Street
Corporate Backed Asset Unit
New York, NY 10286
Wachovia Credit Card Master Trust
We have examined management's assertion that The First National Bank of
Atlanta (the "Company"), a wholly-owned subsidiary of Wachovia Corporation,
maintained effective internal control over the servicing of credit card
accounts and preparation of monthly servicer's certificates pursuant to the
Wachovia Credit Card Master Trust (the "Trust") Pooling and Servicing
Agreement dated October 26, 1995 and the Series 1995-1 Supplement to the
Pooling and Servicing Agreement dated October 26, 1995 (together the
"Agreement"), between the Company and The Bank of New York, as of October 31,
1997, included in the accompanying Report of Management on Internal Control.
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 internal control over the servicing of
credit card accounts and the preparation of monthly servicer's certificates,
testing, and evaluating the design and operating effectiveness of the internal
control, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
Because of inherent limitations in any internal control, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control over the servicing of credit card accounts
and preparation of monthly servicer's certificates to future periods are
subject to the risk that the internal control may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
<PAGE>
In our opinion, management's assertion that the Company maintained effective
internal control over the servicing of credit card accounts and preparation of
monthly servicer's certificates is fairly stated as of October 31, 1997, in
all material respects, based upon the following criteria:
The controls provide reasonable assurance that funds collected are remitted
to The Bank of New York (the "Trustee") in accordance with the Agreement.
The controls provide reasonable assurance that Trust assets are segregated
from those retained by the Company in accordance with the Agreement.
The controls provide reasonable assurance that expenses incurred by the
Trust are calculated and remitted in accordance with the Agreement.
The controls provide reasonable assurance that the addition of accounts to
the Trust are authorized in accordance with the Agreement.
The controls provide reasonable assurance that the removal of accounts from
the Trust are authorized in accordance with the Agreement.
The controls provide reasonable assurance that monthly servicer's
certificates provided to the Trustee are reviewed by the Vice President or
above prior to distribution.
The controls provide reasonable assurance that monthly servicer's
certificates contain all required information in accordance with the
Agreement.
\s\ ERNST & YOUNG LLP
November 17, 1997
<PAGE>
Exhibit 99.4
Report of Management on Internal Control
The First National Bank of Atlanta (the "Company"), a wholly-owned subsidiary
of Wachovia Corporation, is responsible for establishing and maintaining
effective internal control over the servicing of credit card accounts and
preparation of monthly servicer's certificates pursuant to the Wachovia Credit
Card Master Trust (the "Trust") Pooling and Servicing Agreement dated October
26, 1995 between The First National Bank of Atlanta and The Bank of New and
the Series 1995-1 Supplement to the Pooling and Servicing Agreement (together
the "Agreement"). The system contains monitoring mechanisms, and actions are
taken to correct deficiencies identified.
There are inherent limitations in the effectiveness of any internal control
including the possibility of human error and the circumvention or overriding
of controls. Accordingly, even effective internal control can provide only
reasonable assurance with respect to the servicing of credit card accounts and
preparation of monthly servicer's certificates. Further, because of changes in
conditions, the effectiveness of internal control may vary over time.
Management assessed the Company's internal control over the servicing of
credit card accounts and preparation of monthly servicer's certificates
pursuant to the Agreement and Supplement as of October 31, 1997. Based on
this assessment, management believes that the Company maintained effective
internal control over the servicing of credit card accounts and preparation of
monthly servicer's certificates as of October 31, 1997 based upon the
following criteria:
The controls provide reasonable assurance that funds collected are remitted
to The Bank of New York (the "Trustee") in accordance with the Agreement.
The controls provide reasonable assurance that Trust assets are segregated
from those retained by the Company in accordance with the Agreement.
The controls provide reasonable assurance that expenses incurred by the
Trust are calculated and remitted in accordance with the Agreement.
The controls provide reasonable assurance that the addition of accounts to
the Trust are authorized in accordance with the Agreement.
The controls provide reasonable assurance that the removal of accounts from
the Trust are authorized in accordance with the Agreement.
<PAGE>
The controls provide reasonable assurance that monthly servicer's
certificates provided to the Trustee are reviewed by the Vice President or
above prior to distribution.
The controls provide reasonable assurance that monthly servicer's
certificates contain all required information in accordance with the
Agreement.
\s\ Charles M. Hegarty
President
The First National Bank of Atlanta
\s\ Cecile K. Bazaz
Senior Vice President
The First National Bank of Atlanta
<PAGE>
Exhibit 99.5
Independent Accountants' Report
The First National Bank of Atlanta
77 Reeds Way
New Castle Corporate Commons
New Castle, Delaware 19720
and
The Bank of New York
101 Barclay Street
Corporate Backed Asset Unit
New York, NY 10286
Wachovia Credit Card Master Trust
We have examined management's assertion, about The First National Bank of
Atlanta's (the "Company"), a wholly-owned subsidiary of Wachovia Corporation,
compliance with the terms and conditions of Sections 3.2, 3.4, 4.2 and 4.3 of
the Pooling and Servicing Agreement dated as of October 26, 1995, between The
First National Bank of Atlanta and The Bank of New York (the "Agreement") and
Section 7, Article IV of the Series 1995-1 Supplement to the Pooling and
Servicing Agreement (the "Supplement"), during the period November 1, 1996
through October 31, 1997, included in the accompanying Report of Management on
Compliance. 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.
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
on the Company's compliance with specified requirements.
In our opinion, management's assertion that the Company was in compliance with
the terms and conditions of the sections of the Agreement and the provisions
of the Supplement, referred to above, for the period November 1, 1996 to
October 31, 1997, is fairly stated, in all material respects.
\s\ ERNST & YOUNG LLP
November 17, 1997
<PAGE>
Exhibit 99.6
Report of Management on Compliance
The First National Bank of Atlanta (the "Company"), a wholly-owned subsidiary
of Wachovia Corporation, is responsible for compliance with Sections 3.2, 3.4,
4.2 and 4.3 of the Pooling and Servicing Agreement between The First National
Bank of Atlanta and The Bank of New York dated October 26, 1995 ("the
Agreement") and Section 7, Article IV of the Series 1995-1 Supplement to the
Pooling and Servicing Agreement dated October 26, 1995 (the "Supplement").
Management assessed compliance by the Company with the terms and conditions of
Sections 3.2, 3.4, 4.2 and 4.3 of the Agreement and Section 7, Article IV of
the Supplement during the period November 1, 1996 through October 31, 1997.
Based on this assessment, management believes the Company complied, in all
material respects, with the terms and conditions of the Agreement and
Supplement referred to above for the period November 1, 1996 through October
31, 1997.
\s\ Charles M. Hegarty
President
The First National Bank of Atlanta
\s\ Cecile K. Bazaz
Senior Vice President
The First National Bank of Atlanta
