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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, 1997
Commission file number 33-69572
NationsBank of Delaware, N.A. (as Servicer and on behalf of the NationsBank
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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 cod (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
thisForm 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 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
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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
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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
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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 otherparticipants 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 1997, 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 15, 1997
February 18, 1997
March 17, 1997
April 15, 1997
May 15, 1997
June 16, 1997
July 15, 1997
August 15, 1997
September 15, 1997
October 15, 1997
November 17, 1997
December 15, 1997
(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 30, 1998
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Exhibit 99.1
1 of 1
Annual Servicer's Certificate
NationsBank of Delaware, N.A.
NationsBank Credit Card Master Trust
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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 and
March 31, 1997, (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, 1997, 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, 1997, 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, 1998.
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
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Exhibit 99.2
1 of 3
Report of Independent Accountants
March 24, 1998
To the Board of Directors of
NationsBank of Delaware, N.A., and
The Bank of New York
We have examined management's assertion that NationsBank of Delaware, N.A.
(the "Company") maintained an effective system of internal control over
servicing of accounts in compliance with Master Pooling and Servicing
Agreement dated December 1, 1993, as amended March 31, 1997 and including the
Series 1993-2, the Series 1995-1 and the Series 1996-1 Supplements
(collectively, the "Agreement"), between the Company, as Transferor and
Servicer, and The Bank of New York, as Trustee, as of February 28, 1998
included in the accompanying Report of Management on Compliance with Master
Pooling and Servicing Agreement. We have also examined management's assertion
about the Company's compliance with sections 3.1(b-c), 3.1(e), 3.2, 3.4(c),
3.5, 3.8, 3.9, 4.1(a), 4.1(c-f), 4.3, 4.4(a-c), 4.5, 4.6, 4.7, 4.8, 4.9, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15 and 8.8 - and as to sections 4.16 and 4.17 with
respect to the Series 1996-1 Supplement and as to section 13.5 where
applicable in the previously delineated sections and except for references
from such sections to a section (and references therefrom) in Article III or
Article IV not specifically delineated herein - of the Agreement for the
period March 1, 1997 to February 28, 1998 for the Series 1993-2 , the Series
1995-1 and the Series 1996-1 (collectively, the "Series"), included in the
accompanying Report of Management on Compliance with Master Pooling and
Servicing Agreement. Management is responsible for the Company's system of
internal control over servicing of accounts in compliance with the Agreement
(hereafter referred to as "servicing"), and for compliance with the
aforementioned sections of the Agreement. Our responsibility is to express an
opinion on management's assertions.
Our examinations were made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the Company's internal control over servicing
and evaluating the design and operating effectiveness of internal control as
of February 28, 1998. Our examinations also included examining, on a test
basis, evidence about the Company's compliance with the aforementioned
sections of the Agreement for the period March 1, 1997 to February 28, 1998
for the Series and performing such other procedures as we considered necessary
in the circumstances. We believe that our examinations provide a reasonable
basis for our opinion.
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Exhibit 99.2
2 of 3
March 24, 1998
To the Board of Directors of NationsBank of Delaware, N.A.
and The Bank of New York
page 2
Because of inherent limitations in any internal control, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control over compliance with the specified
requirements of the Agreement to future periods are subject to the risk that
the internal control may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may
deteriorate.
In our opinion, management's assertion that the Company maintained an
effective system of internal control over servicing as of February 28, 1998,
based upon the criteria for effective internal control described in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and that the Company complied with
the aforementioned sections of the Agreement for the period March 1, 1997 to
February 28, 1998 are fairly stated, in all material respects for the Series.
Price Waterhouse LLP
Charlotte, North Carolina
March 24, 1998
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Exhibit 99.2
3 of 3
March 24, 1998
NationsBank of Delaware, N.A.
Report of Management on Compliance with
Master Pooling and Servicing Agreement
The management of NationsBank of Delaware, N.A. (the "Company") is responsible
for establishing and maintaining an effective internal control structure over
servicing of accounts in compliance with the Master Pooling and Servicing
Agreement dated December 1, 1993, as amended March 31, 1997, including the
Series 1993-2, the Series 1995-1 and the Series 1996-1 Supplements
(collectively, the "Agreement"), between the Company, as Transferor and
Servicer, and The Bank of New York, as Trustee. The system contains monitoring
mechanisms, and actions are taken to correct deficiencies identified. Even an
effective internal control system, no matter how well designed, has inherent
limitations, including the possibility of human error and the circumvention or
overriding of controls, and therefore, can provide only reasonable assurance
with respect to the servicing of accounts in compliance with the Agreement.
Further, because of changes in conditions, the effectiveness of an internal
control system may vary over time.
Management has assessed its internal control system over servicing of accounts
in compliance with the Agreement as of February 28, 1998. This assessment was
based on criteria for effective internal control described in Internal Control
- - Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission, insofar as such criteria related to servicing of
accounts in compliance with the Agreement. Based on this assessment,
management believes that the Company maintained an effective internal control
structure over servicing of accounts in compliance with the Agreement as of
February 28, 1998 and that for the period March 1, 1997 to February 28, 1998
the Company was in compliance with the Agreement in all material respects.
/s/Thomas J. Korzik /s/ Belva A. Wallace
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Thomas J. Korzik Belva A. Wallace
Senior Vice President Senior Vice President
/s/ Philip G. Davis II /s/ Leslie J. Fitzpatrick
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Philip G. Davis II Leslie J. Fitzpatrick
Senior Vice President Senior Vice President
/s/ Amy S. Clay
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Amy S. Clay
Assistant Vice President
