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, 1998
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 Reed'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 involving the Trust or The First National
Bank of Atlanta, as Servicer, other than ordinary or routine litigation
incidental to the Trust assets 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 7a. Quantitative and Qualitative Disclosures about Market Risk
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,
1998. At December 31, 1998, 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:
<TABLE>
<CAPTION>
Percentage
Title of Aggregate Amount of
Class Name of Certificates Ownership
----- ---- --------------- ---------
Held
----
<S> <C> <C> <C>
Series 1995-1 Bank of New York $ 196,476,000 41.58%
Class A Chase Manhattan Bank 104,024,000 22.02%
Bankers Trust Company 67,250,000 14.23%
Barclays Global Investors, N.A. 43,000,000 9.10%
State Street Bank & Trust Company 25,000,000 5.29%
</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 Independent Accountants on Applying Agreed-Upon
Procedures.
3. Report of Independent Accountants on internal control.
4. Report of Management on Internal Control.
5. Report of Independent Accountants 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.
(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: March 22, 1999 By: Michael L. Scheuerman
---------------------
Michael L. Scheuerman
Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on March 25, 1999 by the following persons on behalf of the
registrant and in the capacities indicated.
Signature Title
Charles M. Hegarty President and Director
- ---------------------------------
Charles M. Hegarty
Donald K. Truslow Comptroller (Principal Financial
- --------------------------------- Officer and Principal
Donald K. Truslow Accounting Officer)
Beverly B. Wells Chairman and Director
- ---------------------------------
Beverly B. Wells
J. Pierce Anderson, Esq. Director
- ---------------------------------
J. Pierce Anderson, Esq.
John E. F. Corson Director
- ---------------------------------
John E. F. Corson
Martin I. Lubaroff, Esq. Director
- ---------------------------------
Martin I. Lubaroff, Esq.
Richard G. McCauley, Esq. Director
- ---------------------------------
Richard G. McCauley, Esq.
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Sequential Page Number
- ------ ---------------------- ----------------------
<S> <C> <C>
99.1. The Annual Servicer's Certificate. 6
99.2. Report of Independent Accountants on Applying Agreed-Upon 7-8
Procedures.
99.3. Report of Independent Accountants on Internal Control. 9-10
99.4. Report of Management on Internal Control. 11
99.5. Report of Independent Accountants on Compliance. 12
99.6. Report of Management on Compliance. 13
</TABLE>
5
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 November
1, 1997 to October 31, 1998 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 Agreementthroughout 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 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 18th
day of November, 1998.
Cecile K. Bazaz
-----------------------------
Cecile K. Bazaz
Senior Vice President
6
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, 1997 through October 31, 1998 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 for any other purpose.
We performed the procedures enumerated in the letter dated November 2, 1998 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, 1997 through October 31, 1998. As a result
of the procedures performed, we noted all amounts set forth in the certificates
agreed to recalculated amounts or were in agreement with the corresponding
amounts in the Company's servicing records.
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.
7
<PAGE>
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.
Ernst & Young LLP
Winston-Salem, North Carolina
November 16, 1998
8
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 its controls 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 as of October 26, 1995 between The First National Bank of
Atlanta (the "Company") and The Bank of New York (the "Agreement") and the
Series 1995-1 Supplement to the Pooling and Servicing Agreement dated October
26, 1995 (the "Supplement"), are effective, as of October 31, 1998, in providing
reasonable assurance over the servicing of credit card accounts and preparation
of monthly servicer's certificates pursuant to the Agreement and Supplement.
This assertion is included in the accompanying report titled, REPORT OF
MANAGEMENT ON CONTROLS. Management is responsible for its controls over the
servicing of credit card accounts and preparation of monthly servicer's
certificates. Our responsibility is to express an opinion on management's
assertion based on our examination.
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 controls over the servicing of credit card
accounts and the preparation of monthly servicer's certificates, testing, and
evaluating the design and operating effectiveness of those controls, 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 control, errors or fraud may occur and
not be detected. Also, projections of any evaluation of the controls over the
servicing of credit card accounts and preparation of monthly servicer's
certificates to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the controls may deteriorate.
9
<PAGE>
In our opinion, management's assertion, that it believes that, as of October 31,
1998, the Company's controls are effective in providing reasonable assurance
that credit card accounts are serviced and monthly servicer's certificates are
prepared pursuant to the Agreement and Supplement, is fairly stated, in all
material respects, based upon the following criteria specified in management's
report:
o The controls provide reasonable assurance that funds collected are
remitted to The Bank of New York (the "Trustee") in accordance with
the Agreement and Supplement.
o The controls provide reasonable assurance that Trust assets are
segregated from those retained by the Company in accordance with the
Agreement and Supplement.
o The controls provide reasonable assurance that expenses incurred by
the Trust are calculated and remitted in accordance with the
Agreement and Supplement.
o 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.
o The controls provide reasonable assurance that monthly servicer's
certificates contain all required information in accordance with the
Agreement and Supplement.
Ernst & Young LLP
Winston-Salem, North Carolina
November 16, 1998
10
EXHIBIT 99.4
Report of Management on Controls
The First National Bank of Atlanta (the "Company"), a wholly-owned subsidiary of
Wachovia Corporation, is responsible for establishing and maintaining effective
controls 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 as of October 26, 1995 between
the Company and The Bank of New York (the "Agreement") and the Series 1995-1
Supplement to the Pooling and Servicing Agreement dated October 26, 1995 (the
"Supplement"). The controls are designed to provide reasonable assurance to the
Company's management and board of directors that credit card accounts are
serviced and monthly servicer's certificates are prepared in accordance with the
Agreement and Supplement.
There are inherent limitations in any control, including the possibility of
human error and the circumvention or overriding of the controls. Accordingly,
even effective controls can provide only reasonable assurance with respect to
the achievement of any objectives of controls. Further, because of changes in
conditions, the effectiveness of controls may vary over time.
The Company has determined that the objectives of controls with respect to the
servicing of credit card accounts and preparation of monthly servicer's
certificates pursuant to the Agreement and Supplement are to provide reasonable,
but not absolute, assurance that:
o The controls provide reasonable assurance that funds collected are
remitted to The Bank of New York (the "Trustee") in accordance with the
Agreement and Supplement.
o The controls provide reasonable assurance that Trust assets are segregated
from those retained by the Company in accordance with the Agreement and
Supplement.
o The controls provide reasonable assurance that expenses incurred by the
Trust are calculated and remitted in accordance with the Agreement and
Supplement.
o 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.
o The controls provide reasonable assurance that monthly servicer's
certificates contain all required information in accordance with the
Agreement and Supplement.
The Company has assessed its controls over the servicing of credit card accounts
and preparation of monthly servicer's certificates in relation to these
criteria. Based upon this assessment, the Company believes that, as of October
31, 1998, its controls are effective in providing reasonable assurance that
credit card accounts are serviced and monthly servicer's certificates are
prepared pursuant to the Agreement and Supplement.
Charles Hegarty
----------------------------------
Charles Hegarty
President
The First National Bank of Atlanta
Cecile Bazaz
----------------------------------
Cecile Bazaz
Senior Vice President
The First National Bank of Atlanta
11
EXHIBIT 99.5
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, included in the accompanying REPORT OF
MANAGEMENT ON COMPLIANCE, that The First National Bank of Atlanta (the
"Company"), a wholly-owned subsidiary of Wachovia Corporation, complied with
Sections 3.2, 3.4, 4.2 and 4.3 of the Pooling and Servicing Agreement dated as
of October 26, 1995, between the Company 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 dated October 26, 1995 (the "Supplement"),
during the period November 1, 1997 through October 31, 1998. 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 complied with the
Agreement and Supplement, referred to above, during the period November 1, 1997
to October 31, 1998, is fairly stated, in all material respects.
Ernst & Young LLP
Winston-Salem, North Carolina
November 16, 1998
12
EXHIBIT 99.6
Report of Management on Compliance
We, as members of management of The First National Bank of Atlanta (the
"Company"), a wholly-owned subsidiary of Wachovia Corporation, are responsible
for complying with the requirements of Sections 3.2, 3.4, 4.2 and 4.3 of the
Pooling and Servicing Agreement between the Company and The Bank of New York
dated as of 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"). We also are responsible for establishing and
maintaining effective internal control over compliance with the Agreement and
Supplement. We have performed an evaluation of the Company's compliance with the
requirements of the Agreement and Supplement during the period November 1, 1997
through October 31, 1998. Based on this evaluation, we assert that during the
period November 1, 1997 through October 31, 1998 the Company complied with the
requirements of the Agreement and Supplement.
Charles Hegarty
----------------------------------
Charles Hegarty
President
The First National Bank of Atlanta
Cecile Bazaz
----------------------------------
Cecile Bazaz
Senior Vice President
The First National Bank of Atlanta
13
