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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, 1998
Commission file number 33-69572
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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 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 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 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 1998, 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, 1998
February 17, 1998
March 16, 1998
April 15, 1998
May 15, 1998
June 15, 1998
July 15, 1998
August 17, 1998
September 15, 1998
October 15, 1998
November 16, 1998
December 15, 1998
(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/ Suzanne Castleberry
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Suzanne Castleberry
Vice President
(Duly Authorized Officer)
Date: 3/30/1999
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Exhibit 99.1
Page 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, 1998, 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, 1998, 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 26th day of March, 1999.
By: /s/ Suzanne W. Castleberry
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Suzanne W. Castleberry
Vice President
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Exhibit 99.2
Page 1 of 3
REPORT OF INDEPENDENT ACCOUNTANTS
March 26, 1999
To the Board of Directors of
NationsBank of Delaware, N.A
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, 1999 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, e), 3.2, 3.4(c), 3.5, 3.8, 3.9, 4.1(a, 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, 1998 to February 28, 1999 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, 1999. 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, 1998 to February 28, 1999 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
Page 2 of 3
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 assertions that the Company maintained an effective
system of internal control over servicing as of February 28, 1999, 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, 1998 to February 28, 1999 are
fairly stated, in all material respects for the Series.
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Exhibit 99.2
Page 3 of 3
March 26, 1999
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 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, with actions
taken to correct identified deficiencies. 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, 1999. 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, 1999
and that for the period March 1, 1998 to February 28, 1999 the Company was in
compliance with the Agreement in all material respects.
/s/ Margaret A. Sprude /s/ Byron L. Ashbridge
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Margaret A. Sprude Byron L. Ashbridge
Senior Vice President Senior Vice President
/s/ Suzanne W. Castleberry /s/ Jefferson Z. Davis
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Suzanne W. Castleberry Jefferson Z. Davis
Vice President Vice President
