SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1, 1998
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Providian National Bank (formerly First Deposit 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)
33-59922
33-84844
33-99462
United States of America 333-22131 02-0118519
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
295 Main Street
Tilton, New Hampshire 03276
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 286-4348
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
The Registrant entered into a Supplemental Agreement No. 1 dated as of
January 1, 1998 (the "Supplemental Agreement") to the Pooling and Servicing
Agreement dated as of June 1, 1993, as amended and supplemented (the
"Agreement"), among First Deposit National Bank, Seller and Servicer, Providian
National Bank, Seller, and Bankers Trust Company, Trustee, whereby First Deposit
National Bank, as the surviving Seller after the merger of Providian National
Bank into First Deposit National Bank, agreed that it would assume the
performance of every covenant and obligation of Providian National Bank, the
discontinued Seller, under the Agreement. Upon completion of the merger, First
Deposit National Bank changed its name to Providian National Bank.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on behalf of the Providian Master
Trust by the undersigned hereunto duly authorized.
PROVIDIAN MASTER TRUST
By: PROVIDIAN NATIONAL BANK,
Servicer
By: /s/ Robert W. Molke
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Robert W. Molke
Vice President and Treasurer
Date: January 8, 1998
EXHIBIT INDEX
Exhibit No.
99.1 Supplemental Agreement No. 1 dated as of January 1, 1998
to the Pooling and Servicing Agreement dated as of June
1, 1993, as amended and supplemented (the "Agreement"),
among First Deposit National Bank, Seller and Servicer,
Providian National Bank, Seller, and Bankers Trust
Company, Trustee.
SUPPLEMENTAL AGREEMENT NO. 1 dated
as of January 1, 1998 (the "Supplemental
Agreement") to the Pooling and Servicing
Agreement dated as of June 1, 1993, as
amended and supplemented (the "Agreement"),
among FIRST DEPOSIT NATIONAL BANK, a
national banking association, Seller and
Servicer; PROVIDIAN NATIONAL BANK (formerly
known as FIRST DEPOSIT NATIONAL CREDIT CARD
BANK), a national banking association,
Seller; and BANKERS TRUST COMPANY, a New
York banking corporation, Trustee.
WHEREAS, First Deposit National Bank and Providian National Bank have
entered into an agreement dated as of December 8, 1997 pursuant to which
Providian National Bank will be merged with and into First Deposit National Bank
effective January 1, 1998 (the "Merger");
WHEREAS, in connection with the Merger and pursuant to Section 7.02 of the
Agreement, First Deposit National Bank (the "Surviving Seller") will assume all
the rights and obligations of Providian National Bank (the "Discontinued
Seller") as a Seller under the Agreement and as an originator of the Trust;
WHEREAS, subsequent to the Merger, the Surviving Seller will change its
name from First Deposit National Bank to Providian National Bank;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.
2. In connection with the Merger and in accordance with Section 7.02 of
the Agreement, the Surviving Seller agrees that it hereby assumes the
performance of every covenant and obligation of the Discontinued Seller under
the Agreement.
3. This Supplemental Agreement shall be governed by and construed in
accordance with the laws of the State of New York and applicable federal law.
4. This Supplemental Agreement may be executed in two or more counterparts
(and by different parties on separate counterparts), each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
5. Except as amended hereby, the Agreement shall continue in full force
and effect in accordance with the provisions thereof as in existence on the date
hereof. After the date hereof, any reference to the Agreement shall mean the
Agreement as amended by the Supplemental Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed by their respective officers as of the date first
above written.
FIRST DEPOSIT NATIONAL BANK,
Seller and Servicer,
By: /s/ David J. Petrini
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David J. Petrini
Senior Vice President and
Chief Financial Officer
PROVIDIAN NATIONAL BANK,
Seller,
By: /s/ David J. Petrini
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David J. Petrini
Senior Vice President and
Chief Financial Officer
Accepted:
BANKERS TRUST COMPANY, Trustee,
By: /s/ Mark Kahn
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Name: Mark Kahn
Title: Vice President
