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, 1999
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
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1999-1
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1999-1
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1999-2
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1999-2
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 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.
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
2
<PAGE>
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,
1999. At December 31, 1999, 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 Held Ownership
- ---------------- -------------------------------- --------------------- ----------
<S> <C> <C> <C>
Series 1995-1 Bank of New York $202,075,000 42.77%
Class A Chase Manhattan Bank 121,635,000 25.74%
Citibank, N.A. 26,500,000 5.61%
Northern Trust Company 37,250,000 7.88%
State Street Bank & Trust Company 25,000,000 5.29%
Series 1999-1 Bank of New York $ 96,000,000 11.58%
Class A Chase Manhattan Bank 85,000,000 10.26%
Bankers Trust Company 276,000,000 33.30%
Boston Safe Deposit and Trust Company 181,500,000 21.90%
Citibank, N.A. 77,500,000 9.35%
Series 1999-1 Bankers Trust Company $ 53,757,250 6.49%
Class B
Series 1999-2 Bank of New York $ 29,000,000 6.27%
Class A Citibank, N.A. 25,000,000 5.41%
Deutsche Bank A.G. 40,000,000 8.65%
Northern Trust Company 50,000,000 10.81%
State Street Bank & Trust Company 255,000,000 55.14%
Series 1999-2 Bank of New York $ 19,000,000 4.11%
Class B
</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) 99.1. The Annual Servicer's Certificate.
99.2. Report of Independent Accountants on Applying
Agreed-Upon Procedures (Series 1995-1).
3
<PAGE>
99.3. Report of Independent Accountants on Applying
Agreed-Upon Procedures (Series 1999-1).
99.4. Report of Independent Accountants on Applying
Agreed-Upon Procedures (Series 1999-2).
99.5. Report of Independent Accountants on Internal
Control.
99.6. Report of Management on Internal Control.
99.7. Report of Independent Accountants on Compliance.
99.8. 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.
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 24, 2000 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 by the following persons on behalf of the registrant and in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Charles M. Hegarty President and Director March 23, 2000
- ------------------
Charles M. Hegarty
Donald K. Truslow Comptroller (Principal Financial March 16, 2000
- ----------------- Officer and Principal Accounting
Donald K. Truslow Officer)
Beverly B. Wells Chairman and Director March 17, 2000
- ----------------
Beverly B. Wells
J. Peirce Anderson, Esq. Director March 17, 2000
- ------------------------
J. Peirce Anderson, Esq.
4
<PAGE>
John E. F. Corson Director March 20, 2000
- -----------------
John E. F. Corson
Martin I. Lubaroff, Esq. Director March 18, 2000
- ------------------------
Martin I. Lubaroff, Esq.
Richard G. McCauley Director March 20, 2000
- ------------------------
Richard G. McCauley
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Sequential Page Number
- ---------- -------------------------------------------------------- ----------------------
<S> <C> <C>
99.1. The Annual Servicer's Certificate. 7
99.2. Report of Independent Accountants on Applying Agreed-Upon 8-9
Procedures (Series 1995-1).
99.3. Report of Independent Accountants on Applying Agreed-Upon 10-11
Procedures (Series 1999-1).
99.4. Report of Independent Accountants on Applying Agreed-Upon 12-13
Procedures (Series 1999-2).
99.5. Report of Independent Accountants on Internal Control. 14-15
99.6. Report of Management on Internal Control. 16
99.7. Report of Independent Accountants on Compliance. 17
99.8. Report of Management on Compliance. 18
</TABLE>
6
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, 1998 to October 31, 1999 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 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 19th
day of November, 1999.
Michael L. Scheuerman
-----------------------
Michael L. Scheuerman
Senior Vice President
7
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, 1998 through October 31, 1999 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 8, 1999 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, 1998 through October 31, 1999. 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.
8
<PAGE>
This report is intended solely for the use of The First National Bank of Atlanta
and The Bank of New York and is not intended to be and should not be used by
anyone other than these specified parties.
Ernst & Young LLP
Winston-Salem, North Carolina
November 19, 1999
9
EXHIBIT 99.3
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 1999-1
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 March 24, 1999 through October 31, 1999 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 8, 1999 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 March 24, 1999 through October 31, 1999.
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.
10
<PAGE>
This report is intended solely for the use of The First National Bank of Atlanta
and The Bank of New York and is not intended to be and should not be used by
anyone other than these specified parties.
Ernst & Young LLP
Winston-Salem, North Carolina
November 19, 1999
11
EXHIBIT 99.4
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 1999-2
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 September 21, 1999 through October 31, 1999 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 8, 1999 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 September 21, 1999 through October 31, 1999. 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.
12
<PAGE>
This report is intended solely for the use of The First National Bank of Atlanta
and The Bank of New York and is not intended to be and should not be used by
anyone other than these specified parties.
Ernst & Young LLP
Winston-Salem, North Carolina
November 19, 1999
13
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 CONTROLS 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 as of October 31, 1999, 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, Series 1999-1, and Series 1999-2 Supplements to the
Pooling and Servicing Agreement dated October 26, 1995, March 24, 1999, and
September 21, 1999, respectively (the "Supplements"), based upon the following
criteria:
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 Supplements.
o The controls provide reasonable assurance that Trust assets are
segregated from those retained by the Company in accordance with
the Agreement and Supplements.
o The controls provide reasonable assurance that expenses incurred
by the Trust are calculated and remitted in accordance with the
Agreement and Supplements.
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 Supplements.
14
<PAGE>
Management is responsible for maintaining effective internal control 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 conducted in accordance with attestation 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
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 internal control, misstatements due to
error or fraud 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.
In our opinion, management's assertion the Company maintained effective internal
control over the servicing of credit card accounts and the preparation of
monthly servicer's certificates, pursuant to the Agreement and Supplements, as
of October 31, 1999 is fairly stated, in all material respects, based upon the
following criteria:
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 Supplements.
o The controls provide reasonable assurance that Trust assets are
segregated from those retained by the Company in accordance with
the Agreement and Supplements.
o The controls provide reasonable assurance that expenses incurred
by the Trust are calculated and remitted in accordance with the
Agreement and Supplements.
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 Supplements.
This report is intended solely for the information and use of The First National
bank of Atlanta and The Bank of New York and is not intended to be and should
not be used by anyone other than these specified parties.
Ernst & Young LLP
Winston-Salem, North Carolina
November 19, 1999
15
EXHIBIT 99.6
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,
Series 1999-1, and Series 1999-2 Supplements to the Pooling and Servicing
Agreement dated October 26, 1995, March 24, 1999, and September 21, 1999,
respectively (the "Supplements"). 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 Supplements.
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 Supplements 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 Supplements.
o The controls provide reasonable assurance that Trust assets are
segregated from those retained by the Company in accordance with the
Agreement and Supplements.
o The controls provide reasonable assurance that expenses incurred by the
Trust are calculated and remitted in accordance with the Agreement and
Supplements.
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 Supplements.
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, 1999, 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 Supplements.
November 19, 1999
Charles Hegarty
--------------------
Charles Hegarty
President
The First National Bank of Atlanta
Michael L. Scheuerman
----------------------
Michael L. Scheuerman
Senior Vice President
The First National Bank of Atlanta
16
EXHIBIT 99.7
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, Series 1999-1, and
Series 1999-2 Supplements to the Pooling and Servicing Agreement dated October
26, 1995, March 24, 1999, and September 21, 1999, respectively (the
"Supplements"), during the period November 1, 1998 through October 31, 1999. As
discussed in that representation letter, 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 attestation 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
aforementioned requirements, during the period November 1, 1998 to October 31,
1999, is fairly stated, in all material respects.
This report is intended solely for the information and use of The First National
Bank of Atlanta and The Bank of New York and is not intended to be and should
not be used by anyone other than these specified parties.
Ernst & Young LLP
Winston-Salem, North Carolina
November 19, 1999
17
EXHIBIT 99.8
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, Series 1999-1, and Series 1999-2 Supplements to the Pooling and
Servicing Agreement dated October 26, 1995, March 24, 1999, and September 21,
1999, respectively (the "Supplements"). 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,
1998 through October 31, 1999. Based on this evaluation, we assert that during
the period November 1, 1998 through October 31, 1999 the Company complied with
the requirements of the Agreement and Supplements.
November 19, 1999
Charles Hegarty
-----------------
Charles Hegarty
President
The First National Bank of Atlanta
Michael L. Scheuerman
----------------------
Michael L. Scheuerman
Senior Vice President
The First National Bank of Atlanta
18
