SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Providian National Bank on behalf of the
Providian Master Trust, formerly the
First Deposit Master Trust
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(Exact name of registrant as specified in charter)
United States of America 02-0118519
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
295 Main Street
Tilton, New Hampshire 03276
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(Address of principal executive offices) (Zip code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
$489,000,000 Floating Rate Class A Asset Backed Certificates, Series
1997-1, with an expected final payment date of March 15, 2002.
$57,000,000 Floating Rate Class B Asset Backed Certificates, Series 1997-1,
with an expected final payment date of May 15, 2002.
$570,500,000 Floating Rate Class A Asset Backed Certificates, Series
1997-2, with an expected final payment date of March 15, 2004.
$66,500,000 Floating Rate Class B Asset Backed Certificates, Series 1997-2,
with an expected final payment date of May 15, 2004.
$570,500,000 Floating Rate Class A Asset Backed Certificates, Series
1997-3, with an expected final payment date of May 15, 2001.
$66,500,000 Floating Rate Class B Asset Backed Certificates, Series 1997-3,
with an expected final payment date of July 15, 2001.
$501,000,000 6.25% Class A Asset Backed Certificates, Series 1997-4, with
an expected final payment date of November 15, 2002.
$48,000,000 6.45% Class B Asset Backed Certificates, Series 1997-4, with an
expected final payment date of January 15, 2003.
Item 1. Description of Registrant's Securities to be Registered.
For a description of the $489,000,000 Floating Rate Class A Asset Backed
Certificates, Series 1997-1 and the $57,000,000 Floating Rate Class B Asset
Backed Certificates, Series 1997- 1, reference is hereby made to the
description of such Certificates contained in the Prospectus and Prospectus
Supplement filed by the registrant pursuant to Rule 424(b) under the
Securities Act and incorporated herein by reference to the registrant's
Registration Statement on Form S-3 (File Number 333-22131). (See in
particular "Description of Certificates" in the Prospectus and "Series
Provisions" in the Prospectus Supplement).
For a description of the $570,500,000 Floating Rate Class A Asset Backed
Certificates, Series 1997-2 and the $66,500,000 Floating Rate Class B Asset
Backed Certificates, Series 1997- 2, reference is hereby made to the
description of such Certificates contained in the Prospectus and Prospectus
Supplement filed by the registrant pursuant to Rule 424(b) under the
Securities Act and incorporated herein by reference to the registrant's
Registration Statement on Form S-3 (File Number 333-22131). (See in
particular "Description of Certificates" in the Prospectus and "Series
Provisions" in the Prospectus Supplement).
For a description of the $570,500,000 Floating Rate Class A Asset Backed
Certificates, Series 1997-3 and the $66,500,000 Floating Rate Class B Asset
Backed Certificates, Series 1997- 3, reference is hereby made to the
description of such Certificates contained in the Prospectus and Prospectus
Supplement filed by the registrant pursuant to Rule 424(b) under the
Securities Act and incorporated herein by reference to the registrant's
Registration Statement on Form S-3 (File Number 333-22131). (See in
particular "Description of Certificates" in the Prospectus and "Series
Provisions" in the Prospectus Supplement).
For a description of the $501,000,000 6.25% Class A Asset Backed
Certificates, Series 1997-4 and the $48,000,000 6.45% Class B Asset Backed
Certificates, Series 1997-4, reference is hereby made to the description of
such Certificates contained in the Prospectus and Prospectus Supplement
filed by the registrant pursuant to Rule 424(b) under the Securities Act
and incorporated herein by reference to the registrant's Registration
Statement on Form S-3 (File Number 333-22131). (See in particular
"Description of Certificates" in the Prospectus and "Series Provisions" in
the Prospectus Supplement).
Item 2. Exhibits.
4.1 Form of Floating Rate Class A Certificate, Series 1997-1 (included
within Exhibit 4.13).
4.2 Form of Floating Rate Class B Certificate, Series 1997-1 (included
within Exhibit 4.13).
4.3 Form of Floating Rate Class A Certificate, Series 1997-2 (included
within Exhibit 4.14).
4.4 Form of Floating Rate Class B Certificate, Series 1997-2 (included
within Exhibit 4.14).
4.5 Form of Floating Rate Class A Certificate, Series 1997-3 (included
within Exhibit 4.15).
4.6 Form of Floating Rate Class B Certificate, Series 1997-3 (included
within Exhibit 4.15).
4.7 Form of 6.25% Class A Certificate, Series 1997-4 (included within
Exhibit 4.16).
4.8 Form of 6.45% Class B Certificate, Series 1997-4 (included within
Exhibit 4.16).
4.9 Pooling and Servicing Agreement dated as of June 1, 1993 (incorporated
by reference to Exhibit 4.1 to the issuer's Registration Statement on
Form S-3 File Number 33-84844).
4.10 Amendment No. 1 dated as of August 1, 1994 to the Pooling and
Servicing Agreement (incorporated by reference to Exhibit 4.3 to the
issuer's Registration Statement on Form S-3 File Number 33-84844).
4.11 Amendment No. 2 dated as of June 1, 1995 to the Pooling and Servicing
Agreement (incorporated by reference to the issuer's report on Form
8-K filed on June 24, 1995).
4.12 Amendment No. 3 dated as of March 1, 1997 to the Pooling and Servicing
Agreement (incorporated by reference to the issuer's report on Form
8-K filed on March 17, 1997).
4.13 Form of Series 1997-1 Supplement (incorporated by reference to the
issuer's report on Form 8-K filed on March 2, 1997).
4.14 Form of Series 1997-2 Supplement (incorporated by reference to the
issuer's report on Form 8-K filed on March 2, 1997).
4.15 Form of Series 1997-3 Supplement (incorporated by reference to the
issuer's report on Form 8-K filed on June 23, 1997).
4.16 Form of Series 1997-4 Supplement (incorporated by reference to the
issuer's report on Form 8-K filed on December 4, 1997).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: March 30, 1998
PROVIDIAN MASTER TRUST
By: PROVIDIAN NATIONAL BANK, Servicer
By: /s/ Miranda Mengis
__________________________
Miranda Mengis
Vice President
