SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 numbers: 33-59922, 33-84844, 33-99462, 333-22131
First Deposit National Bank on behalf of the Providian Master Trust
(formerly known as the First Deposit Master Trust)
(Issuer in respect of the Providian Master Trust
4.90% Asset-Backed Certificates, Series 1993-1
5.75% Asset-Backed Certificates, Series 1993-2
Remarketed Asset-Backed Certificates, Series 1993-3
6.90% Asset-Backed Certificates, Series 1994-1
Floating Rate Asset-Backed Certificates, Series 1995-1
6.05% Asset-Backed Certificates, Series 1995-2)
Floating Rate Asset-Backed Certificates, Series 1996-1)
-----------------------------------------------------------
(Exact name of registrant as specified in charter)
United States of America 02-0118519
------------------------------ ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
295 Main Street
Tilton, New Hampshire 03276
--------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 286-4348
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Forms 8-A with respect to the 4.90% Asset-Backed Certificates,
Series 1993-1, the 5.75% Asset-Backed Certificates, Series 1993-2, the 6.90%
Asset-Backed Certificates, Series 1994-1, the Floating Rate Asset-Backed
Certificates, Series 1995-1, the 6.05% Asset-Backed Certificates, Series
1995-2 and the Floating Rate Asset-Backed Certificates, Series 1996-1
(collectively, the "Certificates") have been filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Act"). The 4.90% Asset-Backed
Certificates, Series 1993-1, are no longer outstanding, having been paid in
full on June 17, 1996.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Act 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.
Yes X* No
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- -------------------------------------
* On December 23, 1993, the registrant was issued a no-action letter (the
"No-Action Letter") by the Commission with respect to certain of the
registrant's reporting requirements pursuant to Section 13 or 15(d) of the
Act.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within 60 days
prior to the date of filing. (See definition of affiliate in Rule 405.)
Not Applicable.
PART I
--------
Item 1. Business
Omitted pursuant to the No-Action Letter.
Item 2. Properties
Attached hereto as Exhibits 99.1 through 99.5 are the annual
certificateholders' statements prepared by First Deposit National
Bank ("FDNB"), as Servicer (the "Servicer"), of the Providian
Master Trust (formerly known as the First Deposit Master Trust)
(the "Trust") and delivered to Bankers Trust Company, as Trustee
(the "Trustee"), pursuant to Section 5.02(d) of the Series
1993-2, 1994-1, 1995-1, 1995-2 and 1996-1 Supplements to the
Pooling and Servicing Agreement dated as of June 1, 1993, as
amended ("the Pooling Agreement"), among FDNB, as Seller and
Servicer, Providian National Bank ("PNB"), as Seller, and the
Trustee. The annual certificateholders' statements contain the
information required to be contained in the monthly statements
prepared by the Servicer and delivered to the Trustee pursuant to
Section 5.02(a) of such Supplements, aggregated for the months of
January, 1996 through December, 1996, relating to the receivables
(the "Receivables") transferred to the Trust by FDNB and PNB and the
accounts from which the Receivables arise.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings with
respect to the Trust involving either the Trust, the Trustee,
FDNB or PNB.
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) To the best knowledge of the registrant, there is no
established public trading market for the Certificates.
(b) Each class of Certificates is represented by one or more
certificates registered in the name of Cede & Co., the nominee of The
Depository Trust Company ("DTC").
(c) Omitted pursuant to the No-Action Letter.
Item 6. Selected Financial Data
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data
Omitted pursuant to the No-Action Letter.
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
Omitted pursuant to the No-Action Letter.
Item 11. Executive Compensation
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
(a) Each class of Certificates is represented by one or more
certificates registered in the name of Cede & Co., the nominee of DTC, and an
investor holding an interest in the Trust is not entitled to receive a
certificate representing such interest except in limited circumstances.
Accordingly, Cede is the sole holder of record of Certificates, which it holds
on behalf of brokers, dealers, banks and other direct participants in the DTC
system. Such direct participants may hold Certificates for their own account
or for the accounts of their customers. The address of Cede & Co. is: Cede &
Co., c/o The Depository Trust Company, 55 Water Street, 49th Floor, New York,
New York 10041.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
Item 13. Certain Relationships and Related Transactions
There have not been, and there are not currently proposed, any
transactions or series of transactions, to which the Trust is a party, with
any Certificateholder known by the registrant to own of record or beneficially
more than five percent of any series or class of Certificates.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 99.1 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1993-2 Supplement.
99.2 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1994-1 Supplement.
99.3 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1995-1 Supplement.
99.4 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1995-2 Supplement.
99.5 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1996-1 Supplement.
99.6 Reports on the activities of FDNB, as Servicer,
prepared by Ernst & Young pursuant to Section 3.06 of
the Pooling Agreement.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
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.
PROVIDIAN MASTER TRUST
By: FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
--------------------------
David J. Petrini
Senior Vice President and
Chief Financial Officer
Date: March 27, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following Directors and/or
Officers of FDNB, as Servicer, on behalf of the registrant on March 27, 1997
in the capacities indicated.
Signature Title
--------- ------
/s/ Shailesh J. Mehta Chief Executive Officer
- --------------------------- and Director (Principal
Shailesh J. Mehta Executive Officer)
/s/ David J. Petrini Senior Vice President and
- --------------------------- Chief Financial Officer
David J. Petrini (Principal Financial Officer)
/s/ Daniel Sanford Vice President and
- --------------------------- Controller (Principal
Daniel Sanford Accounting Officer)
/s/ Robert W. Molke Vice President and Director
- ---------------------------
Robert W. Molke
/s/ Dianne Peterson Vice President and Director
- ---------------------------
Dianne Peterson
/s/ Darrell Hotchkiss Director
- ---------------------------
Darrell Hotchkiss
/s/ Katharine Bogle Shields Director
- ----------------------------
Katharine Bogle Shields
EXHIBIT INDEX
--------------
Exhibit No.
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99.1 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1993-2 Supplement.
99.2 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1994-1 Supplement.
99.3 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1995-1 Supplement.
99.4 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1995-2 Supplement.
99.5 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1996-1 Supplement.
99.6 Reports of Ernst & Young on the
activities of FDNB, as Servicer.
_____________________________________________
ANNUAL CERTIFICATEHOLDERS' STATEMENT
_____________________________________________
FIRST DEPOSIT MASTER TRUST SERIES 1993-2
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1993-2 Supplement (as amended and supplemented, the "Series Supplement"),
among First Deposit National Bank, Seller and Servicer ("First Deposit"),
Providian National Bank (formerly First Deposit National Credit Card Bank),
Seller, and Bankers Trust Company, Trustee, First Deposit as Servicer is
required to prepare certain information each year regarding current
distributions to Investor Certificateholders and the performance of the First
Deposit Master Trust (the "Trust") during the previous year. The information
which is required to be prepared for the Series 1993-2 Certificates with
respect to the year ended December 31, 1996, and with respect to the
performance of the Trust during 1996 is set forth below. Certain of the
information is presented on the basis of an original principal amount of
$1,000 per Investor Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust as a whole.
Capitalized terms used in this Certificate have their respective meanings set
forth in the Agreement or Series Supplement, as applicable.
A) Information Regarding the 1996 Distribution for the Series 1993-2
Certificates (stated on the basis of $1,000 original certificate principal
amount)
(1) The total amount distributed to Series 1993-2 Certificateholders
per $1,000 original certificate principal amount $57.500000
(2) The amount set forth in A(1) above distributed to Series 1993-2
Certificateholders with respect to interest per $1,000 original
certificate principal amount $57.500000
(3) The amount set forth in A (1) above distributed to Series 1993-2
Certificateholders with respect to principal per $1,000 original
certificate principal amount $0.000000
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1993-2
Certificates
(a) The aggregate amount of Finance Charge Receivables collected
during 1996 $844,186,405.74
(b) The aggregate amount of Principal Receivables collected
during 1996 $3,040,885,588.86
(c) The weighted average Floating Allocation Percentage with
respect to the Series 1993-2 Certificates for 1996 11.953089%
(d) The weighted average Principal Allocation Percentage with
respect to the Series 1993-2 Certificates for 1996 11.927882%
(e) The Finance Charge Receivables, collected and allocated to
the Series 1993-2 Certificates for 1996 $100,906,352.04
(f) The Principal Receivables collected and allocated to the
Series 1993-2 Certificates for 1996 $362,713,243.32
(2) Available Finance Charge Collections for Series 1993-2 for 1996
(a) The Finance Charge Receivables collected and allocated to
the Series 1993-2 Certificates $100,906,352.04
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1993-2 Certificates $249,095.38
(c) Additional Finance Charges from other Series allocated to
the Series 1993-2 Certificates $0.00
(d) Principal Funding Account Investment Proceeds $0.00
(e) Reserve Account withdrawals $0.00
(f) Available Finance Charge Collections for Series 1993-2
(total of (a), (b), (c), (d) and (e) above) $101,155,447.42
(3) Available Principal Collections for Series 1993-2 for the Monthly
Period immediately preceding the Distribution Date
(a) The Principal Receivables collected and allocated to the
Series 1993-2 Certificates $362,713,243.32
(b) Shared Principal Collections from other Series allocated to
the Series 1993-2 Certificates $0.00
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement $33,181,833.91
(d) Available Principal Collections for Series 1993-2 (total of
(a), (b) and (c) above) $395,895,077.23
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of 1996.
(a) 31-60 days $ 97,685,404
(b) 61-90 days 55,133,614
(c) 91 or more days 92,468,624
(d) Total Delinquencies $ 245,287,642
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with respect
to the Trust for 1996 $315,272,630.65
(b) The aggregate amount of Recoveries of Defaulted Receivables
processed during 1996 $35,519,395.01
(c) The Defaulted Amount for 1996 [Defaulted Receivables minus
Recoveries] $279,753,235.64
(d) The Defaulted Amount for 1996 allocable to the Series 1993-2
Certificates (the "Investor Default Amount") $33,181,833.91
(6) Investor Charge-Offs
(a) The amount withdrawn, if any, under the Series Enhancement $0.00
(b) The excess of the Investor Default Amount over the sum of
(i) the Available Finance Charge Collections applied to such Investor
Default Amount and (ii) the amount of the withdrawal, if any, under
the Series Enhancementapplied to such Investor Default Amount
(an "Investor Charge-Off") $0.00
(c) The amount of the Investor Charge-Off set forth in item 6(b)
above, per $1,000 original certificate principal amount
(which will have the effect of reducing, pro rata, the amount
of each Series 1993-2 Certificateholder's investment) $0.000000
(d) The total amount reimbursed to the Trust for such
Distribution Date in respect of Investor Charge-Offs for
prior Distribution Dates $0.00
(e) The amount set forth in item 6(d) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Series 1993-2
Certificateholder's investment) $0.000000
(f) The amount, if any, by which the outstanding principal
balance of the Series 1993-2 Certificates exceeds the Series
1993-2 Invested Amount as of the Distribution Date, after giving
effect to all deposits, withdrawals and distributions on such
Distribution Date $0.00
(7) Investor Monthly Servicing Fee
The amount of the Series 1993-2 Monthly Servicing Fee payable to
the Servicer during 1996 $8,750,000.00
(8) Available Series Enhancement Amount
(a) The Available Cash Collateral Amount for the Series 1993-2
Certificateholders as of the close of business on the last
Distribution Date of 1996, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date and the
related Transfer Date $100,000,000.00
(b) The percentage of the Available Cash Collateral Amount to
the Invested Amount of the Series 1993-2 Certificates as of
the close of business on the last Distribution Date of 1996,
after giving effect to all deposits, withdrawals and
distributions on such Distribution Date and the related
Transfer Date 20.00%
(c) The amount of the Enhancement Invested Amount, if any, as of
the close of business on the last Distribution Date of 1996,
after giving effect to all deposits, withdrawals and
distributions on such Distribution Date and the related
Transfer Date $0.00
(9) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account as of
the close of business on the last Distribution Date of 1996,
after giving effect to all deposits, withdrawals and
distributions on such Distribution Date and the related
Transfer Date $0.00
(b) Deposits in the Principal Funding Account are currently
scheduled to commence on the Distribution Date occurring in
April, 1997. (The initial funding date for the Principal
Funding Account may be modified in certain circumstances
in accordance with the terms of the Series Supplement.)
(10) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the last
Distribution Date of 1996, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date and the
related Transfer Date $0.00
(11) Reserve Account
(a) The amount on deposit in the Reserve Account as of the close
of business on the last Distribution Date of 1996, after
giving effect to all deposits, withdrawals and distributions
on such Distribution Date and the related Transfer
Date $0.00
(b) The Required Reserve Account Amount is currently calculated
to be $0.00
(c) Deposits in the Reserve Account are currently scheduled to
commence on the Distribution Date occurring in January, 1997.
(The initial funding date for the Reserve Account may be
modified in certain circumstances in accordance with the terms
of the Series Supplement.)
C) Invested Amount
(1) The Invested Amount of the Series 1993-2 Certificates on the date
of issuance (the "Initial Invested Amount") $500,000,000.00
(2) The Invested Amount of the Series 1993-2 Certificates on the last
Distribution Date of 1996, after giving effect to all deposits,
withdrawals and distributions on such Distribution
Date $500,000,000.00
(3) The Pool Factor for the last Distribution Date of 1996 (which
represents the ratio of the Invested Amount of the Series 1993-2
Certificates as of such Distribution Date, after giving effect to
any adjustment in the Invested Amount of the 1993-2 Certificates on
such date, to the Initial Invested Amount of the Series 1993-2
Certificates). The amount of a Certificateholder's pro rata share
of the Invested Amount can be determined by multiplying the
original denomination of the Certificateholder's Certificate
by the Pool Factor 1.000000
D) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust at the
close of business on the last day of 1996 $4,694,270,929
(2) The aggregate amount of Finance Charge Receivables in the Trust
at the close of business on the last day of 1996 $89,386,778
E) Annualized Percentages
(1) The average Gross Yield for 1996 (sum of monthly Gross Yield
divided by 12) 20.23%
(2) The average Net Loss Rate for 1996 (sum of the monthly Net Loss
Rates divided by 12) 6.64%
(3) The average Portfolio Yield for 1996 (the average Gross Yield
minus the average Net Loss Rate for the Series 1993-2 Certificates
for 1996) 13.59%
(4) The average Base Rate for 1996 (sum of the monthly Base Rates
divided by 12) 7.50%
(5) The average Net Spread (the average Portfolio Yield minus the
average Base Rate for the Series 1993-2 Certificates for
1996 6.09%
(6) The average Monthly Payment Rate (sum of monthly Payment Rates
divided by 12) 7.59%
F) Series 1993-2 Information for the Last Three Distribution Dates in 1996
1) Gross Yield
a) 12/16/96 17.36%
b) 11/15/96 21.42%
c) 10/15/96 19.46%
2) Net Loss Rate
a) 12/16/96 6.94%
b) 11/15/96 7.80%
c) 10/15/96 7.21%
3) Net Spread (Portfolio Yield Minus Base Rate)
a) 12/16/96 2.92%
b) 11/15/96 6.12%
c) 10/15/96 4.75%
Three Month Average 4.60%
4) Monthly Payment Rate
a) 12/16/96 6.57%
b) 11/15/96 7.78%
c) 10/15/96 7.38%
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
---------------------------------
Name: David J. Petrini
Title: Senior Vice President and
Chief Financial Officer
_____________________________________________
ANNUAL CERTIFICATEHOLDERS' STATEMENT
_____________________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1994-1
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1994-1 Supplement dated as of May 1, 1994 (as amended and supplemented, the
"Series Supplement"), among First Deposit National Bank, Seller and Servicer
("First Deposit"), Providian National Bank (formerly First Deposit National
Credit Card Bank), Seller, and Bankers Trust Company, Trustee, First Deposit
as Servicer is required to prepare certain information each year regarding
current distributions to Investor Certificateholders and the performance of
the First Deposit Master Trust (the "Trust") during the previous year. The
information which is required to be prepared for the Series 1994-1
Certificates with respect to the year ended December 1996 and with respect to
the performance of the Trust during 1996 is set forth below. Certain of the
information is presented on the basis of an original principal amount of
$1,000 per Investor Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust as a whole.
Capitalized terms used in this Certificate have their respective meanings set
forth in the Agreement or Series Supplement, as applicable.
A) Information Regarding the 1996 Distribution for the Series 1994-1
Certificates (stated on the basis of $1,000 original certificate principal
amount)
(1) The total amount distributed to Series 1994-1
Certificateholders per $1,000 original certificate principal
amount $69.000000
(2) The amount set forth in A (1) above distributed to Series
1994-1 Certificateholders with respect to interest per
$1,000 original certificate principal amount $69.000000
(3) The amount set forth in A (1) above distributed to Series
1994-1 Certificateholders with respect to principal per
$1,000 original certificate principal amount $0.000000
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1994-1
Certificates
(a) The aggregate amount of Finance Charge Receivables
collected during 1996 $844,186,405.74
(b) The aggregate amount of Principal Receivables collected
during 1996 $3,040,885,588.86
(c) The weighted average Floating Allocation Percentage
with respect to the Series 1994-1 Certificates for
1996 11.355435%
(d) The weighted average Principal Allocation Percentage
with respect to the Series 1994-1 Certificates for
1996 11.331488%
(e) The Finance Charge Receivables, plus any Investment
Proceeds and Reserve Account withdrawals included as
Available Finance Charge Collections, collected and
allocated to the Series 1994-1 Certificates for
1996 $95,861,034.44
(f) The Principal Receivables collected and allocated to
the Series 1994-1 Certificates for 1996 $344,577,581.16
(2) Available Finance Charge Collections for Series 1994-1 for 1996
(a) The Finance Charge Receivables collected and allocated to
the Series 1994-1 Certificates $95,861,034.44
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1994-1
Certificates $249,926.15
(c) Additional Finance Charges from other Series allocated to
the Series 1994-1 Certificates $10,068,667.47
(d) Principal Funding Account Investment Proceeds $0.00
(e) Reserve Account withdrawals $0.00
(f) Available Finance Charge Collections for Series 1994-1
(total of (a), (b), (c), (d) and (e) above) $106,179,628.06
(3) Available Principal Collections for Series 1994-1 for 1996
(a) The Principal Receivables collected and allocated to the
Series 1994-1 Certificates $344,577,581.16
(b) Shared Principal Collections from other Series allocated to
the Series 1994-1 Certificates $47,348,151.06
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement $31,522,742.21
(d) Available Principal Collections for Series 1994-1 (total of
(a), (b) and (c) above) $423,448,474.43
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of the 1996
(a) 31-60 days $97,685,404
(b) 61-90 days 55,133,614
(c) 91 or more days 92,468,624
(d) Total Delinquencies $245,287,642
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with respect
to the Trust for 1996 $315,272,630.65
(b) The aggregate amount of Recoveries of Defaulted Receivables
processed during 1996 $35,519,395.01
(c) The Defaulted Amount for 1996 (Defaulted Receivables minus
Recoveries] $279,753,235.64
(d) The Defaulted Amount for 1996 allocable to the Series 1994-1
Certificates (the "Investor Default Amount") $31,522,742.21
(6) Investor Charge-Offs
(a) The amount withdrawn, if any, under the Series
Enhancement $0.00
(b) The excess of the Investor Default Amount over the sum of
(i) the Available Finance Charge Collections applied to such
Investor Default Amount and (ii) the amount of the withdrawal,
if any, under the Series Enhancement applied to such Investor
Default Amount (an "Investor Charge-Off") $0.00
(c) The amount of the Investor Charge-Off set forth in item 6(b)
above, per $1,000 original certificate principal amount
(which will have the effect of reducing, pro rata, the amount of
each Series 1994-1 Certificateholder's investment) $0.000000
(d) The total amount reimbursed to the Trust in respect of
Investor Charge-Offs for 1996 $0.00
(e) The amount set forth in item 6(d) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Series 1994-1
Certificateholder's investment) $0.000000
(f) The amount, if any, by which the outstanding principal
balance of the Series 1994-1 Certificates exceeds the Series
1994-1 Invested Amount as of the Distribution Date, after
giving effect to all deposits, withdrawals and distributions
on such Distribution Date $0.00
(7) Investor Monthly Servicing Fee
The amount of the Series 1994-1 Monthly Servicing Fee payable to
the Servicer during 1996 $8,312,500.00
(8) Available Series Enhancement Amount
(a) The Available Cash Collateral Amount for the Series 1994-1
Certificateholders as of the close of business on the last
Distribution Date of 1996, after giving effect to all
deposits, withdrawals and distributions on such Distribution
Date and the related Transfer Date $95,000,000.00
(b) The percentage of the Available Cash Collateral Amount to
the Invested Amount of the Series 1994-1 Certificates as of
the close of business on the Distribution Date, after giving
effect to all deposits, withdrawals and distributions on such
Distribution Date and the related Transfer Date 20.00%
(c) The amount of the Enhancement Invested Amount, if any, as of
the close of business on the Distribution Date, after giving
effect to all deposits, withdrawals and distributions on such
Distribution Date and the related Transfer Date $0.00
(9) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account as of
the close of business on Distribution Date after giving effect
to all deposits, withdrawals and distributions on such
Distribution Date and the related Transfer Date $0.00
(b) Deposits in the Principal Funding Account are currently
scheduled to commence on the Distribution Date occurring
in January, 1997. (The initial funding date for the Principal
Funding Account may be modified in certain circumstances in
accordance with the terms of the Series Supplement.)
(10) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the Distribution
Date, after giving effect to all deposits, withdrawals and
distributions on the last Distribution Date of 1996 and the
related Transfer Date $0.00
(11) Reserve Account
(a) The amount on deposit in the Reserve Account as of the close
of business on the last Distribution Date of 1996, after giving
effect to all deposits, withdrawals and distributions on
such Distribution Date and the related Transfer
Date $657,700.71
(b) The Required Reserve Account Amount (which may vary in
accordance with the terms of the Series Supplement) is
currently calculated to be $2,137,500.00
(c) Deposits in the Reserve Account are currently scheduled to
commence on the Distribution Date occurring in December, 1996.
(The initial funding date for the Reserve Account may be
modified in certain circumstances in accordance with the terms
of the Series Supplement.)
C) Invested Amount
(1) The Invested Amount of the Series 1994-1 Certificates on
the date of issuance (the "Initial Invested
Amount") $475,000,000.00
(2) The Invested Amount of the Series 1994-1 Certificates on the
last Distribution Date of 1996, after giving effect to all
deposits, withdrawals and distributions on such Distribution
Date $475,000,000.00
(3) The Pool Factor for the Distribution Date (which represents
the ratio of the Invested Amount of the Series 1994-1 Certificates
as of such Distribution Date, after giving effect to any adjustment
in the Invested Amount of the 1994-1 Certificates on such date,
to the Initial Invested Amount of the Series 1994-1 Certificates).
The amount of a Certificateholder's pro rata share of the Invested
Amount can be determined by multiplying the original denomination
of the Certificateholder's Certificate by the Pool
Factor 1.000000
D) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust
at the close of business on the last day of
1996 $4,694,270,929
(2) The aggregate amount of Finance Charge Receivables in the
Trust at the close of business on the last day of
1996 $89,386,778
E) Annualized Percentages
(1) The average Gross Yield for 1996 (sum of the monthly Gross
Yields divided by 12) 20.75%
(2) The average Net Loss Rate for 1996 (sum of the monthly Net
Loss Rates divided by 12) 6.64%
(3) The Average Portfolio Yield for 1996 (the average Gross
Yield minus the Net Loss Rate for 1996) 14.11%
(4) The average Base Rate for 1996 (sum of monthly Base Rates
divided by 12) 8.65%
(5) The average Net Spread for 1996 (the average Portfolio Yield
minus the average Base Rate for 1996) 5.46%
(6) The average Monthly Payment Rate for 1996 (sum of monthly
Payment Rates divided by 12) 7.59%
F) Series 1994-1 Information for the Last Three Distribution Dates in
1996
1) Gross Yield
a) 12/16/96 20.88%
b) 11/15/96 21.42%
c) 10/15/96 19.46%
2) Net Loss Rate
a) 12/16/96 6.94%
b) 11/15/96 7.80%
c) 10/15/96 7.21%
3) Net Spread (Portfolio Yield Minus Base Rate)
a) 12/16/96 5.29%
b) 11/15/96 4.97%
c) 10/15/96 3.60%
Three Month Average 4.62%
4) Monthly Payment Rate
a) 12/16/96 6.57%
b) 11/15/96 7.78%
c) 10/15/96 7.38%
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
-----------------------------
Name: David J. Petrini
Title: Senior Vice President and Chief
Financial Officer
_____________________________________________
ANNUAL CERTIFICATEHOLDERS' STATEMENT
_____________________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1995-1
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1995-1 Supplement dated as of June 1, 1995 (as amended and supplemented, the
"Series Supplement"), among First Deposit National Bank ("FDNB"), Seller and
Servicer, Providian National Bank, Seller, and Bankers Trust Company, Trustee,
FDNB as Servicer is required to prepare certain information each year
regarding current distributions to Senior Certificateholders and the
Collateral Interest Holder and the performance of the First Deposit Master
Trust (the "Trust") during the previous year. The information which is
required to be prepared for the Series 1995-1 Certificates with respect to the
year ended December 31, 1996, and with respect to the performance of the Trust
during 1996 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per Investor Certificate.
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement or Series Supplement, as
applicable.
A) Information Regarding the 1996 Distribution for the Series 1995-1
Senior Certificates (stated on the basis of $1,000 original certificate
principal amount)
(1) The total amount distributed to Senior Certificateholders per
$1,000 original certificate principal amount $57.898430
(2) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to interest per $1,000 original
certificate principal amount $57.898430
(3) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to principal per $1,000 original
certificate principal amount $0.000000
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1995-1
Certificates
(a) The aggregate amount of Finance Charge Receivables collected
during 1996 $827,325,430.74
(b) The aggregate amount of Interchange collected and allocated
to the Trust during 1996 $16,860,975.00
(c) The aggregate amount of Principal Receivables collected
during 1996 $3,040,885,588.86
(d) The weighted average Floating Allocation Percentage with
respect to the Series 1995-1 Certificates for 1996 22.710869%
(e) The weighted average Principal Allocation Percentage with
respect to the Series 1995-1 Certificates for 1996 22.662976%
(f) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1995-1 Certificates for
1996 $191,722,068.88
(g) The Principal Receivables collected and allocated to the
Series 1995-1 Certificates for 1996 $689,155,162.31
(2) Available Finance Charge Collections and Reallocated Principal
Collections for Series 1995-1 for 1996
(a) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1995-1 Certificates $191,722,068.88
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1995-1
Certificates $499,219.77
(c) Principal Funding Account Investment Proceeds $0.00
(d) Prefunding Account Investment Proceeds $0.00
(e) Reserve Account withdrawals, if applicable $0.00
(f) Additional Finance Charges from other Series allocated to
the Series 1995-1 Certificates $913,842.88
(g) Payments, if any, on deposit as of the Determination Date
received from any Interest Rate Protection Agreements $0.00
(h) Reallocated Principal Collections $0.00
(i) Total Available Finance Charge Collections and Reallocated
Principal Collections for Series 1995-1 (total of (a), (b),
(c), (d), (e), (f), (g) and (h) above) $193,135,131.53
(3) Available Principal Collections for Series 1995-1 for 1996
(a) The Principal Receivables collected and allocated to the
Series 1995-1 Certificates $689,155,162.31
(b) Shared Principal Collections from other Series allocated to
the Series 1995-1 Certificates $0.00
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement $63,045,484.42
(d) Reallocated Principal Collections $0.00
(e) Available Principal Collections for Series 1995-1 (total of
(a), (b) and (c) minus (d) above) $752,200,646.73
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of 1996.
(a) 31-60 days $97,685,404
(b) 61-90 days 55,133,614
(c) 91 or more days 92,468,624
(d) Total Delinquencies $245,287,642
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with respect
to the Trust for 1996 $315,272,630.65
(b) The aggregate amount of Recoveries of Defaulted Receivables
processed during 1996 $35,519,395.01
(c) The Defaulted Amount for 1996 [Defaulted Receivables minus
Recoveries] $279,753,235.64
(d) The Defaulted Amount for 1996 allocable to the Series 1995-1
Certificates (the "Series 1995-1 Defaulted
Amount") $63,045,484.42
(e) The Senior Defaulted Amount for 1996 $49,805,932.70
(6) Senior Charge-Offs
(a) The excess, if any, of the Senior Defaulted Amount over the
sum of (i) Available Finance Charge Collections applied to
such Senior Defaulted Amount, (ii) Reallocated Principal
Collections and (iii) the amount by which the Collateral
Invested Amount has been reduced in respect of such
Senior Defaulted Amount (a "Senior Charge-Off") $0.00
(b) The amount of the Senior Charge-Off set forth in item 6(a)
above, per $1,000 original certificate principal amount
(which will have the effect of reducing, pro rata, the
amount of each Senior Certificateholder's
investment) $0.000000
(c) The total amount reimbursed on the Distribution Date in
respect of Senior Charge-Offs for 1996 $0.00
(d) The amount set forth in item 6(c) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Senior
Certificateholder's investment) $0.000000
(e) The amount, if any, by which the outstanding principal
balance of the Senior Certificates exceeds the Senior Invested
Amount and the Senior Initial Percentage of the Prefunding
Account Balance, if any, as of the last Distribution Date
of 1996, after giving effect to all deposits, withdrawals
and distributions on such Distribution Date $0.00
(7) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted Amount over
Available Finance Charge Collections applied to such
Collateral Defaulted Amount $0.00
(b) The amount by which the Collateral Invested Amount has
been reduced on the last Distribution Date of 1996 in
respect of Reallocated Principal Collections $0.00
(c) The amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1996 in respect of
the unpaid Required Amount $0.00
(d) The total amount by which the Collateral Invested Amount has
been reduced on the last Distribution Date of 1996 as set
forth in items 7(a), (b) and (c) $0.00
(e) The total amount reimbursed on the last Distribution Date of
1996 in respect of reductions in the Collateral Invested
Amount on prior Distribution Dates $0.00
(f) The amount, if any, by which the outstanding principal
balance of the Collateral Interest exceeds the Collateral
Invested Amount and the Collateral Percentage of the Prefunding
Account Balance, if any, as of the last Distribution Date of
1996, after giving effect to all deposits, withdrawals and
distributions on the last Distribution Date of 1996 $0.00
(8) Investor Monthly Servicing Fee
The amount of the Series 1995-1 Monthly Servicing Fee payable
to the Servicer during 1996 $16,625,000.00
(9) Prefunding Account
(a) The Prefunding Account Balance on the last Distribution
Date of 1996 $0.00
(b) The Senior Percentage of the Prefunding Account Balance
on the last Distribution Date of 1996 $0.00
(c) The Collateral Percentage of the Prefunding Account Balance
on the last Distribution Date of 1996 $0.00
(10) Senior Monthly Interest
(a) Senior Monthly Interest payable during 1996 $42,989,631.29
(11) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account on
the Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution
Date $0.00
(b) Deposits to the Principal Funding Account are currently
scheduled to commence on the Distribution Date occurring
in December, 1998 (The initial funding date for the Principal
Funding Account may be modified in certain circumstances in
accordance with the terms of the Series Supplement.)
(12) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the Distribution
Date, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date $0.00
(13) Reserve Account (if applicable)
(a) The amount on deposit in the Reserve Account, if funded,
on the Distribution Date, after giving effect to all
deposits, withdrawals and distributions on such
Distribution Date and therelated Transfer Date N/A
(b) The Required Reserve Account Amount, if any, selected
by the Servicer N/A
C) Senior Invested Amount
(1) The Senior Invested Amount and the Senior Percentage of the
Prefunding Account Balance on the date of issuance (the
"Senior Initial Amount") $750,500,000.00
(2) The Senior Invested Amount and the Senior Percentage of the
Prefunding Account Balance, if any, on the last Distribution
Date of 1996, after giving effect to all deposits, withdrawals
and distributions on such Distribution Date $750,500,000.00
(3) The Pool Factor for the last Distribution Date of 1996 (which
represents the ratio of the Senior Invested Amount and the
Senior Percentage of the Prefunding Account Balance, if any, as
of such Distribution Date, after giving effect to any adjustment
in the Senior Invested Amount on such Distribution Date, to
the Senior Initial Amount). The amount of a Senior
Certificateholder's pro rate share of the Senior Invested Amount
and the Prefunding Account Balance, if any, can be determined by
multiplying the original denomination of the Senior
Certificateholder's Certificate by the Pool Factor 1.000000
D) Collateral Invested Amount
(1) The Collateral Invested Amount and the Collateral Percentage of
the Prefunding Account Balance on the date of
issuance $199,500,000.00
(2) The Collateral Invested Amount and the Collateral Percentage of
the Prefunding Account Balance, if any, on the last Distribution
Date of 1996, after giving effect to all deposits, withdrawals
and distributions on such Distribution Date $199,500,000.00
(3) The Collateral Invested Amount as a percentage of the sum of the
Collateral Invested Amount and the Senior Invested Amount on such
Distribution Date 21.00%
E) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust at the
close of business on the last day of 1996 $4,694,270,929
(2) The aggregate amount of Finance Charge Receivables in the Trust
at the close of business on the last day of 1996 $89,386,778
F) Annualized Percentages
(1) The average Gross Yield for 1996 (sum of the monthly Gross Yield
divided by 12) 20.33%
(2) The average Net Loss Rates for1996 (sum of monthly Net Loss Rates
divided by 12) 6.64%
(3) The average Portfolio Yield for 1996 (the average Gross Yield
minus the average Net Loss Rate for 1996) 13.69%
(4) The average Base Rate for 1996 (sum of monthly Base Rates divided
by 12) 7.79%
(5) The average Net Spread for 1996 (the average Portfolio Yield
minus the average Base Rate for 1996) 5.90%
(6) The average Monthly Payment Rate for 1996 (sum of the monthly
Payment Rates divided by 12) 7.59%
G) Series 1995-1 Information for the Last Three Distribution Dates in 1996
1) Gross Yield
a) 12/16/96 18.26%
b) 11/15/96 21.42%
c) 10/15/96 19.46%
2) Net Loss Rate
a) 12/16/96 6.94%
b) 11/15/96 7.80%
c) 10/15/96 7.21%
3) Net Spread (Portfolio Yield Minus Base Rate)
a) 12/16/96 3.49%
b) 11/15/96 5.78%
c) 10/15/96 4.69%
Three Month Average 4.65%
4) Monthly Payment Rate
a) 12/16/96 6.57%
b) 11/15/96 7.78%
c) 10/15/96 7.38%
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
------------------------
Name: David J. Petrini
Title: Senior Vice President and Chief Financial
Officer
_____________________________________________
ANNUAL CERTIFICATEHOLDERS' STATEMENT
_____________________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1995-2
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1995-2 Supplement dated as of June 1, 1995 (as amended and supplemented, the
"Series Supplement"), among First Deposit National Bank ("FDNB"), Seller and
Servicer, Providian National Bank, Seller, and Bankers Trust Company, Trustee,
FDNB as Servicer is required to prepare certain information each year
regarding current distributions to Senior Certificateholders and the
Collateral Interest Holder and the performance of the First Deposit Master
Trust (the "Trust") during the previous year. The information which is
required to be prepared for the Series 1995-2 Certificates with respect to the
year ended December 31, 1996 and with respect to the performance of the Trust
during 1996 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per Investor Certificate.
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement or Series Supplement, as
applicable.
A) Information Regarding the 1996 Distribution for the Series 1995-2
Senior Certificates (stated on the basis of $1,000 original certificate
principal amount)
(1) The total amount distributed to Senior Certificateholders per
$1,000 original certificate principal amount $60.500000
(2) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to interest per $1,000 original
certificate principal amount $60.500000
(3) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to principal per $1,000 original
certificate principal amount $0.000000
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1995-2
Certificates
(a) The aggregate amount of Finance Charge Receivables
collected during 1996 $827,325,430.74
(b) The aggregate amount of Interchange collected and allocated
to the Trust during 1996 $16,860,975.00
(c) The aggregate amount of Principal Receivables collected
during 1996 $3,040,885,588.86
(d) The weighted average Floating Allocation Percentage
with respect to the Series 1995-2 Certificates for
1996 13.148398%
(e) The weighted average Principal Allocation Percentage with
respect to the Series 1995-2 Certificates for
1996 13.120670%
(f) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1995-2 Certificates for
1996 $110,996,987.25
(g) The Principal Receivables collected and allocated to the
Series 1995-2 Certificates for 1996 $398,984,567.65
(2) Available Finance Charge Collections and Reallocated Principal
Collections for Series 1995-2 for 1996
(a) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1995-2 Certificates $110,996,987.25
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1995-2
Certificates $278,339.56
(c) Principal Funding Account Investment Proceeds $0.00
(d) Reserve Account withdrawals $0.00
(e) Additional Finance Charges from other Series allocated to
the Series 1995-2 Certificates $626,671.76
(f) Payments, if any, on deposit as of the Determination Date
received from any Interest Rate Protection Agreements $0.00
(g) Reallocated Principal Collections $0.00
(h) Total Available Finance Charge Collections and Reallocated
Principal Collections for Series 1995-2 (total of (a),
(b), (c), (d), (e), (f) and (g) above) $111,901,998.61
(3) Available Principal Collections for Series 1995-2 for 1996
(a) The Principal Receivables collected and allocated to the
Series 1995-2 Certificates $398,984,567.65
(b) Shared Principal Collections from other Series allocated to
the Series 1995-2 Certificates $0.00
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement $36,500,017.33
(d) Reallocated Principal Collections $0.00
(e) Available Principal Collections for Series 1995-2 (total of
(a), (b) and (c) minus (d) above) $435,484,584.98
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of 1996
(a) 31-60 days $97,685,404
(b) 61-90 days 55,133,614
(c) 91 or more days 92,468,624
(d) Total Delinquencies $245,287,642
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with
respect to the Trust for 1996 $315,272,630.65
(b) The aggregate amount of Recoveries of Defaulted Receivables
processed during 1996 $35,519,395.01
(c) The Defaulted Amount for 1996 [Defaulted Receivables minus
Recoveries] $279,753,235.64
(d) The Defaulted Amount for 1996 allocable to the Series 1995-2
Certificates (the "Series 1995-2 Defaulted
Amount") $36,500,017.31
(e) The Senior Defaulted Amount for 1996 $29,565,014.01
(6) Senior Charge-Offs
(a) The excess, if any, of the Senior Defaulted Amount over the
sum of (i) Available Finance Charge Collections applied to
such Senior Defaulted Amount, (ii) Reallocated Principal
Collections and (iii) the amount by which the Collateral
Invested Amount has been reduced in respect of such
Senior Defaulted Amount (a "Senior Charge-Off") $0.00
(b) The amount of the Senior Charge-Off set forth in item 6(a)
above, per $1,000 original certificate principal amount
(which will have the effect of reducing, pro rata, the
amount of each Senior Certificateholder's
investment) $0.000000
(c) The total amount reimbursed on the Distribution Date in
respect of Senior Charge-Offs for 1996 $0.00
(d) The amount set forth in item 6(c) above per $1,000 original
certificate principal amount (which will have the effect
of increasing, pro rata, the amount of each Senior
Certificateholder's investment) $0.000000
(e) The amount, if any, by which the outstanding principal
balance of the Senior Certificates exceeds the Senior Invested
Amount as of the last Distribution Date of 1996, after giving
effect to all deposits, withdrawals and distributions on
such Distribution Date of 1996 $0.00
(7) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted Amount over
Available Finance Charge Collections applied to such
Collateral Defaulted Amount $0.00
(b) The amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1996 in respect
of Reallocated Principal Collections $0.00
(c) The amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1996 in respect of
the unpaid Required Amount $0.00
(d) The total amount by which the Collateral Invested Amount has
been reduced on the last Distribution Date of 1996 as set
forth in items 7(a), (b) and (c) $0.00
(e) The total amount reimbursed on the last Distribution Date of
in respect of reductions in the Collateral Invested Amount
on prior Distribution Dates $0.00
(f) The amount, if any, by which the outstanding principal
balance of the Collateral Interest exceeds the Collateral
Invested Amount as of the last Distribution Date of 1996,
after giving effect to all deposits, withdrawals and
distributions on the last Distribution Date of 1996 $0.00
(8) Investor Monthly Servicing Fee
The amount of the Series 1995-2 Monthly Servicing Fee payable
to the Servicer during 1996 $9,625,000.00
(9) Senior Monthly Interest
(a) Senior Monthly Interest payable during 1996 $26,952,750.00
(10) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account on
the Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution
Date $0.00
(b) Deposits to the Principal Funding Account are currently
scheduled to commence on the Distribution Date occurring in
January 1998. (The initial funding date for the Principal
Funding Account may be modified in certain circumstances in
accordance with the terms of the Series Supplement.)
(11) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the Distribution
Date, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date $0.00
(12) Reserve Account
(a) The amount on deposit in the Reserve Account on the
Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date
and the related Transfer Date $0.00
(b) The Required Reserve Account Amount (which may vary in
accordance with the terms of the Series Supplement) is
currently calculated to be $0.00
(c) Deposits to the Reserve Account are currently scheduled to
commence on the Distribution Date occurring in December 1997.
(The initial funding date for the Reserve Account may be
modified in certain circumstances in accordance with the terms
of the Series Supplement.)
C) Senior Invested Amount
(1) The Senior Invested Amount on the date of issuance (the "Senior
Initial Invested Amount") $445,500,000.00
(2) The Senior Invested Amount on the last Distribution Date in 1996,
after giving effect to all deposits, withdrawals and distributions
on such Distribution Date $445,500,000.00
(3) The Pool Factor for the last Distribution Date of 1996 (which
represents the ratio of the Senior Invested Amount as of such
Distribution Date, after giving effect to any adjustment in the
Senior Invested Amount on such Distribution Date, to the Senior
Initial Invested Amount). The amount of a Senior Certificateholder's
pro rate share of the Senior Invested Amount can be determined
by multiplying the original denomination of the Senior
Certificateholder's Certificate by the Pool Factor 1.000000
D) Collateral Invested Amount
(1) The Collateral Invested Amount on the date of
issuance $104,500,000.00
(2) The Collateral Invested Amount on the last Distribution Date of
1996, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date $104,500,000.00
(3) The Collateral Invested Amount as a percentage of the sum of the
Collateral Invested Amount and the Senior Invested Amount on such
Distribution Date 19.00%
E) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust at
the close of business on the last day of 1996 $4,694,270,929
(2) The aggregate amount of Finance Charge Receivables in the Trust
at the close of business on the last day of 1996 $89,386,778
F) Annualized Percentages
(1) The average Gross Yield for 1996 (sum of the monthly Gross Yields
divided by 12) 20.35%
(2) The average Net Loss Rate for 1996 (sum of monthly Net Loss Rates
divided by 12) 6.64%
(3) The average Portfolio Yield for 1996 (the average Gross Yield
minus the average Net Loss Rate for 1996) 13.71%
(4) The average Base Rate for 1996 (sum of monthly Base Rates divided
by 12) 8.03%
(5) The average Net Spread for 1996 (the average Portfolio Yield
minus the average Base Rate for 1996 5.68%
(6) The average Monthly Payment Rate for 1996 (sum of monthly
Payment Rates divided by 12) 7.59%
G) Series 1995-2 Information for the Last Three Distribution Dates in 1996
1) Gross Yield
a) 12/16/96 18.33%
b) 11/15/96 21.42%
c) 10/15/96 19.46%
2) Net Loss Rate
a) 12/16/96 6.94%
b) 11/15/96 7.80%
c) 10/15/96 7.21%
3) Net Spread (Portfolio Yield Minus Base Rate)
a) 12/16/96 3.35%
b) 11/15/96 5.58%
c) 10/15/96 4.26%
Three Month Average 4.40%
4) Monthly Payment Rate
a) 12/16/96 6.57%
b) 11/15/96 7.78%
c) 10/15/96 7.38%
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
----------------------------------
Name: David J. Petrini
Title: Senior Vice President and Chief Financial
Officer
_____________________________________________
ANNUAL CERTIFICATEHOLDERS' STATEMENT
_____________________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1996-1
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1996-1 Supplement dated as of June 1, 1996 (as amended and supplemented, the
"Series Supplement"), among First Deposit National Bank ("FDNB"), Seller and
Servicer, Providian National Bank, Seller, and Bankers Trust Company, Trustee,
FDNB as Servicer is required to prepare certain information each year
regarding current distributions to Senior Certificateholders and the
Collateral Interest Holder and the performance of the First Deposit Master
Trust (the "Trust") during the previous year. The information which is
required to be prepared for the Series 1996-1 Certificates with respect to the
year ended December 31, 1996, and with respect to the performance of the Trust
during 1996 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per Investor Certificate.
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement or Series Supplement, as
applicable.
A) Information Regarding the 1996 Distribution for the Series 1996-1
Senior Certificates (stated on the basis of $1,000 original certificate
principal amount)
(1) The total amount distributed to Senior Certificateholders per
$1,000 original certificate principal amount $29.159754
(2) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to interest per $1,000 original
certificate principal amount $29.159754
(3) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to principal per $1,000 original
certificate principal amount $0.000000
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1996-1
Certificates
(a) The aggregate amount of Finance Charge Receivables collected
during 1996 $505,637,771.17
(b) The aggregate amount of Interchange collected and allocated
to the Trust during 1996 $9,987,869.00
(c) The aggregate amount of Principal Receivables collected
during 1996 $1,900,403,911.09
(d) The weighted average Floating Allocation Percentage
with respect to the Series 1996-1 Certificates for
1996 20.584088%
(e) The weighted average Principal Allocation Percentage
with respect to the Series 1996-1 Certificates for
1996 20.577341%
(f) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1996-1 Certificates for
1996 $106,136,835.91
(g) The Principal Receivables collected and allocated to the
Series 1996-1 Certificates for 1996 $391,052,601.92
(2) Available Finance Charge Collections and Reallocated Principal
Collections for Series 1996-1 for 1996
(a) The Finance Charge Receivables and Interchange collected
and allocated to the Series 1996-1
Certificates $106,136,835.91
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1996-1
Certificates $195,341.28
(c) Principal Funding Account Investment Proceeds $0.00
(d) Prefunding Account Investment Proceeds $557,271.43
(e) Reserve Account withdrawals, if applicable $0.00
(f) Additional Finance Charges from other Series allocated to
the Series 1996-1 Certificates $18,366,413.47
(g) Payments, if any, on deposit as of the Determination Date
received from any Interest Rate Protection Agreements $0.00
(h) Reallocated Principal Collections $0.00
(i) Total Available Finance Charge Collections and Reallocated
Principal Collections for Series 1996-1 (total of (a), (b),
(c), (d), (e), (f), (g) and (h) above) $125,255,862.09
(3) Available Principal Collections for Series 1996-1 for 1996
(a) The Principal Receivables collected and allocated to the
Series 1996-1 Certificates $391,052,601.92
(b) Shared Principal Collections from other Series allocated to
the Series 1996-1 Certificates $0.00
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement $37,315,104.85
(d) Reallocated Principal Collections $0.00
(e) Available Principal Collections for Series 1996-1 (total of
(a), (b) and (c) minus (d) above) $428,367,706.77
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of 1996.
(a) 31-60 days $97,685,404
(b) 61-90 days 55,133,614
(c) 91 or more days 92,468,624
(d) Total Delinquencies $245,287,642
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with respect
to the Trust for 1996 $203,793,491.81
(b) The aggregate amount of Recoveries of Defaulted Receivables
processed during 1996 $22,475,053.12
(c) The Defaulted Amount for 1996 [Defaulted Receivables minus
Recoveries] $181,318,438.69
(d) The Defaulted Amount for 1996 allocable to the Series 1996-1
Certificates (the "Series 1996-1 Defaulted Amount") $37,315,104.85
(e) The Senior Defaulted Amount for 1996 $29,478,932.83
(6) Senior Charge-Offs
(a) The excess, if any, of the Senior Defaulted Amount over the
sum of (i) Available Finance Charge Collections applied to such
Senior Defaulted Amount, (ii) Reallocated Principal Collections
and (iii) the amount by which the Collateral Invested Amount has
been reduced in respect of such Senior Defaulted Amount (a
"Senior Charge-Off") $0.00
(b) The amount of the Senior Charge-Off set forth in item 6(a)
above, per $1,000 original certificate principal amount (which
will have the effect of reducing, pro rata, the amount of each
Senior Certificateholder's investment) $0.000000
(c) The total amount reimbursed on the Distribution Date in
respect of Senior Charge-Offs for 1996 $0.00
(d) The amount set forth in item 6(c) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Senior
Certificateholder's investment) $0.000000
(e) The amount, if any, by which the outstanding principal
balance of the Senior Certificates exceeds the Senior Invested
Amount and the Senior Initial Percentage of the Prefunding Account
Balance, if any, as of the last Distribution Date of 1996, after
giving effect to all deposits, withdrawals and distributions on
such Distribution Date $0.00
(7) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted Amount over
Available Finance Charge Collections applied to such
Collateral Defaulted Amount $0.00
(b) The amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1996 in respect of
Reallocated Principal Collections $0.00
(c) The amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1996 in respect of
the unpaid Required Amount $0.00
(d) The total amount by which the Collateral Invested Amount has
been reduced on the last Distribution Date of 1996 as set
forth in items 7(a), (b) and (c) $0.00
(e) The total amount reimbursed on the last Distribution Date of
1996 in respect of reductions in the Collateral Invested
Amount on prior Distribution Dates $0.00
(f) The amount, if any, by which the outstanding principal
balance of the Collateral Interest exceeds the Collateral
Invested Amount and the Collateral Percentage of the Prefunding
Account Balance, if any, as of the last Distribution Date
of 1996, after giving effect to all deposits, withdrawals
and distributions on the last Distribution Date of
1996 $0.00
(8) Investor Monthly Servicing Fee
The amount of the Series 1996-1 Monthly Servicing Fee payable
to the Servicer during 1996 $9,070,833.33
(9) Prefunding Account
(a) The Prefunding Account Balance on the last Distribution
Date of 1996 $0.00
(b) The Senior Percentage of the Prefunding Account Balance
on the last Distribution Date of 1996 $0.00
(c) The Collateral Percentage of the Prefunding Account Balance
on the last Distribution Date of 1996 $0.00
(10) Senior Monthly Interest
(a) Senior Monthly Interest payable during 1996 $25,496,471.11
(11) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account on
the Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution
Date $0.00
(b) Deposits to the Principal Funding Account are currently
scheduled to commence on the Distribution Date occurring in
November, 2001 (The initial funding date for the Principal
Funding Account may be modified in certain circumstances in
accordance with the terms of the Series Supplement.)
(12) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the Distribution
Date, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date $0.00
(13) Reserve Account (if applicable)
(a) The amount on deposit in the Reserve Account, if funded, on
the Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date
and the related Transfer Date N/A
(b) The Required Reserve Account Amount, if any, selected by
the Servicer N/A
C) Senior Invested Amount
(1) The Senior Invested Amount and the Senior Percentage of the
Prefunding Account Balance on the date of issuance (the "Senior
Initial Amount") $750,500,000.00
(2) The Senior Invested Amount and the Senior Percentage of the
Prefunding Account Balance, if any, on the last Distribution Date
of 1996, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date $750,500,000.00
(3) The Pool Factor for the last Distribution Date of 1996 (which
represents the ratio of the Senior Invested Amount and the Senior
Percentage of the Prefunding Account Balance, if any, as of such
Distribution Date, after giving effect to any adjustment in the
Senior Invested Amount on such Distribution Date, to the Senior
Initial Amount). The amount of a Senior Certificateholder's
pro rate share of the Senior Invested Amount and the
Prefunding Account Balance, if any, can be determined by
multiplying the original denomination of the Senior
Certificateholder's Certificate by the Pool Factor 1.000000
D) Collateral Invested Amount
(1) The Collateral Invested Amount and the Collateral Percentage of
the Prefunding Account Balance on the date of
issuance $199,500,000.00
(2) The Collateral Invested Amount and the Collateral Percentage of
the Prefunding Account Balance, if any, on the last Distribution
Date of 1996, after giving effect to all deposits, withdrawals
and distributions on such Distribution Date $199,500,000.00
(3) The Collateral Invested Amount as a percentage of the sum of the
Collateral Invested Amount and the Senior Invested Amount on
such Distribution Date 21.00%
E) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust at
the close of business on the last day of 1996 $4,694,270,929
(2) The aggregate amount of Finance Charge Receivables in the Trust
at the close of business on the last day of 1996 $89,386,778
F) Annualized Percentages
(1) The average Gross Yield for 1996 (sum of the monthly Gross
Yield divided by 7) 22.60%
(2) The average Net Loss Rates for 1996 (sum of monthly Net Loss
Rates divided by 7) 6.73%
(3) The average Portfolio Yield for 1996 (the average Gross Yield
minus the average Net Loss Rate for 1996) 15.87%
(4) The average Base Rate for 1996 (sum of monthly Base Rates
divided by 7) 7.80%
(5) The average Net Spread for 1996 (the average Portfolio Yield
minus the average Base Rate for 1996) 8.07%
(6) The average Monthly Payment Rate for 1996 (sum of the monthly
Payment Rates divided by 7) 7.56%
G) Series 1995-1 Information for the Last Three Distribution Dates in 1996
1) Gross Yield
a) 12/16/96 17.36%
b) 11/15/96 30.29%
c) 10/15/96 19.46%
2) Net Loss Rate
a) 12/16/96 6.94%
b) 11/15/96 7.80%
c) 10/15/96 7.21%
3) Net Spread (Portfolio Yield Minus Base Rate)
a) 12/16/96 2.59%
b) 11/15/96 14.64%
c) 10/15/96 4.67%
Three Month Average 7.30%
4) Monthly Payment Rate
a) 12/16/96 6.57%
b) 11/15/96 7.78%
c) 10/15/96 7.38%
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
---------------------------------------
Name: David J. Petrini
Title: Senior Vice President and Chief Financial
Officer
Independent Accountant's Report
Board of Directors
First Deposit National Bank
and
Board of Directors
Providian National Bank
We have examined management's assertion, included in the accompanying Report
of Management on Master Trust Internal Controls and Pooling and Servicing
Agreement Compliance ("Report"), that First Deposit National Bank, as Seller
and Servicer, and Providian National Bank, as Seller (together with First
Deposit National Bank, the "Banks") were in compliance with the terms and
conditions of Articles III and IV, and Sections 8.08 and 9.01 of the Pooling
and Servicing Agreement (as amended, the "Agreement"), dated as of June 1,
1993, as amended by Amendment No. 1 dated as of May 1, 1994 and Amendment No.
2 dated as of June 1, 1995, and as supplemented by the Series 1993-2 Supplement
thereto, dated as of June 1, 1993; as supplemented by the Second Amended and
Restated Series 1993-3 Supplement thereto, dated as of December 1, 1995; as
supplemented by the Series 1994-1 Supplement thereto, dated as of May 1, 1994;
as supplemented by the Series 1995-1 and 1995-2 Supplements thereto, dated as of
June 1, 1995; and as supplemented by the Series 1996-1 Supplement thereto, dated
as of June 1, 1996, and Articles IV and V of the Supplements to the Agreement
as of December 31, 1996 and for the year then ended. Management is
responsible for the Banks' compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Banks' 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 Bank'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 Banks' compliance with specified requirements.
In our opinion, management's assertion that the Banks were in compliance, in
all material respects, with the terms and conditions of the Articles and
Sections of the Agreement and the provisions of each supplement to the
Agreement referred to above as of December 31, 1996 and for the year then
ended is fairly stated, in all material respects.
This report is intended solely for your information 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 the applicable supplements
to the Agreement. However, this report is a matter of public record as a
result of being included as an exhibit to the report on Form 10-K prepared by
the Banks and filed with the Securities and Exchange Commission on behalf of
the Providian Master Trust and its distribution is not limited.
/s/ Ernst & Young LLP
January 29, 1997
Independent Accountant's Report
Board of Directors
First Deposit National Bank
and
Board of Directors
Providian National Bank
We have examined management's assertion, included in the accompanying Report
of Management on Master Trust Internal Controls and Pooling and Servicing
Agreement Compliance ("Report"), that First Deposit National Bank, as Seller
and Servicer, and Providian National Bank, as Seller (together with First
Deposit National Bank, the "Banks"), maintained internal controls over the
functions performed by First Deposit National Bank as servicer of the
Providian Master Trust ("Trust") that are effective, as of December 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 (as amended, the "Agreement"), dated as of June 1,
1993, as amended by Amendment No. 1 dated as of May 1, 1994 and Amendment No.
2 dated as of June 1, 1995, and as supplemented by the Series 1993-2
Supplement thereto, dated as of June 1, 1993; as supplemented by the Second
Amended and Restated Series 1993-3 Supplement thereto, dated as of December 1,
1995; as supplemented by the Series 1994-1 Supplement thereto, dated as of May
1, 1994; as supplemented by the Series 1995-1 and 1995-2 Supplements thereto,
dated as of June 1, 1995; and as supplemented by the Series 1996-1 Supplement
thereto, dated as of June 1, 1996, between the Banks and Bankers Trust
Company, as Trustee, and are recorded properly to permit the preparation of
the required financial reports. Management is responsible for the Banks'
internal controls over compliance with those requirements. Our responsibility
is to express an opinion on management's assertion about the Banks' internal
controls over 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
obtaining an understanding of the controls over the functions performed by
First Deposit National Bank as servicer of the Trust, testing, and evaluating
the design and operating effectiveness of the controls, and 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 Banks' internal control over
compliance with specified requirements.
Because of inherent limitations in any internal controls, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal controls over the functions performed by First
Deposit National Bank as servicer of the Trust 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.
In our opinion, management's assertion that First Deposit National Bank
maintained controls over the functions performed as servicer of the Trust that
are effective, as of December 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 Agreement and the Supplements to the
Agreement referred to above, between the Banks and Bankers Trust Company, 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:
- - Controls provide reasonable assurance that funds collected are
appropriately remitted to the Trustee in accordance with the Agreement and the
supplements to the Agreement.
- - Controls provide reasonable assurance that Trust assets are segregated
from those retained by the Banks in accordance with the Agreement and the
supplements to the Agreement.
- - Controls provide reasonable assurance that expenses incurred by the
Trust are properly calculated and remitted in accordance with the Agreement
and the supplements to the Agreement.
- - Controls provide reasonable assurance that the addition of accounts to
the Trust are authorized in accordance with the Agreement and the supplements
to the Agreement.
- - Controls provide reasonable assurance that the removal of accounts from
the Trust are authorized in accordance with the Agreement and the supplements
to the Agreement.
- - Controls provide reasonable assurance that Trust assets amortizing out
of the Trust are calculated in accordance with the Agreement and the
supplements to the Agreement.
- - Controls provide reasonable assurance that Monthly Servicer's
Certificates generated in the form of "Exhibits" and provided to the Trustee
are reviewed by management prior to disbursing.
- - Controls provide reasonable assurance that Monthly Servicer's
Certificates generated in the form of "Exhibits" contain information required
by the Agreement and the supplements to the Agreement.
This report is intended solely for your information 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 the applicable supplements
to the Agreement. However, this report is a matter of public record as a
result of being included as an exhibit to the report on Form 10-K prepared by
the Banks and filed with the Securities and Exchange Commission on behalf of
the Providian Master Trust and its distribution is not limited.
/s/ Ernst & Young LLP
January 29, 1997
