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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 number 33-69572
NationsBank of Delaware, N.A. (as Servicer and on behalf of the NationsBank
Credit Card Master Trust)
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(Exact name of registrant as specified in its charter)
United States of America 51-0313900
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Blue Hen Corporate Center, Route 13, Dover, Delaware 19901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 672-4321
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant: (1) has 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. Yes [X] 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 this 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.
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PART I
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Item 1. Business
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Not applicable.
Item 2. Properties
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Not applicable.
Item 3. Legal Proceedings
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There are no material pending legal proceedings with respect to NationsBank
Credit Card Master Trust (the "Trust") involving the Trust, The Bank of New
York, as Trustee, or NationsBank of Delaware, N.A., as Servicer, other than
ordinary or routine litigation incidental to the Trust assets or the
Trustee's or the Servicer's duties under the applicable Pooling and
Servicing Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
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None.
PART II
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Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
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(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. See Item 12 below.
(c) Dividends. Not applicable.
Item 6. Selected Financial Data
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Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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Not applicable.
Item 8. Financial Statements and Supplementary Data
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Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
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None.
PART III
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Item 10. Directors and Executive Officers of the Registrant
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Not applicable.
Item 11. Executive Compensation
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Not applicable.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
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The Certificates are represented by one or more certificates registered in
the name of Cede & Co., the nominee of The Depository Trust Company
("DTC"). An investor holding an interest in the Trust is not entitled to
receive a certificate representing such interest except in limited
circumstances. Accordingly, Cede & Co. is the sole holder of record of the
Certificates, which it holds on behalf of brokers, dealers, banks and other
participants in the DTC system. Such participants may hold certificates
for their own accounts or for the accounts of their customers. The
address of Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
Attention: Proxy Department
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions
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There has not been, and there is not currently proposed, any transaction or
series of transactions, to which either the Trust or NationsBank of
Delaware, N.A., as Servicer, is a party with any Certificateholder, or any
member of the immediate family of any such Certificateholder, who, to the
knowledge of the Servicer, owns of record or beneficially more than five
percent of the Certificates.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Servicer's Certificate.
99.2 Report of Independent Accountants
(b) Reports on Form 8-K.
As Servicer and on behalf of the NationsBank Credit Card Master Trust,
NationsBank of Delaware, N.A. filed a Current Report on Form 8-K
pursuant to Items 5 and 7 for the following monthly distribution dates
during 1996, including the Certificateholder's Statements for each due
period provided to The Bank of New York, as Trustee.
Dates of Reports on Form 8-K
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January 16, 1996
February 15, 1996
March 15, 1996
April 15, 1996
May 15, 1996, as amended
June 17, 1996, as amended
July 15, 1996, as amended
August 15, 1996
September 16, 1996
October 15, 1996
November 15, 1996
December 16, 1996
(c) The exhibits filed as part of this report are listed in the Index to
Exhibits on page 5.
(d) Not applicable.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
NationsBank of Delaware, N.A.,
as Servicer and on behalf of
NationsBank Credit Card Master Trust
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
(Duly Authorized Officer)
Date: March 25, 1997
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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99.1 Annual Servicer's Certificate
99.2 Report of Independent Accountants
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Exhibit 99.1
Annual Servicer's Certificate
NationsBank of Delaware, N.A. NationsBank
Credit Card Master Trust
The undersigned, a duly authorized representative of NationsBank of
Delaware, N.A. ("NationsBank"), as Servicer pursuant to the Master Pooling
and Servicing Agreement dated as of December 1, 1993, as amended June 4,
1996, (the "Pooling and Servicing Agreement") between NationsBank, as
Transferor and Servicer, and The Bank of New York, as Trustee, does hereby
certify that:
1. Capitalized terms used in this Officer's Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement.
2. NationsBank is as of the date hereof the Servicer under the Pooling and
Servicing Agreement.
3. The undersigned is duly authorized pursuant to the Pooling and Servicing
Agreement to execute and deliver this Officer's Certificate to the Trustee.
4. The certificate is delivered pursuant to Section 3.5 of the Pooling and
Servicing Agreement.
5. A review of the activities of the Servicer during the during the calendar
year ended December 31, 1996, and of its performance under the Pooling and
Servicing Agreement was made under my supervision.
6. Based on such review, to the best of the undersigned's knowledge, the
Servicer has fully performed all its obligations under the Pooling and
Servicing Agreement throughout such calendar year and no event which, with
the giving of notice or passage of time or both, would constitute a
Servicer Default has occurred or is continuing except as set forth in
paragraph 7 below.
7. The following is a description of each Servicer Default under the
provisions of the Pooling and Servicing Agreement known to me to have been
made during the calendar year ended December 31, 1996, which sets forth in
detail the (i) nature of each such Servicer Default, (ii) the action taken
by the Servicer, if any, to remedy each such Servicer Default and (iii) the
current status of each such Servicer Default: None.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Servicer,
has duly executed this Certificate this 20th day of March, 1997.
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
