SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 1, 1996
PEOPLE'S BANK
on behalf of
PEOPLE'S BANK CREDIT CARD MASTER TRUST
(Exact Name of Registrant as Specified in its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
33-63146, 33-73442, 33-84428
33-90012, 33-99506, 33-99508 06-1213065
(Commission File Number) (I.R.S. Employer Identification No.)
850 Main Street, Bridgeport, Connecticut 06604
(Address of Principal Executive Offices) (Zip Code)
(203) 338-7171
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Pursuant to the terms of (i) the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of June 1, 1993, between People's
Bank, a Connecticut capital stock savings bank ("People's Bank"), as seller and
servicer, and Banker's Trust Company, a banking corporation organized and
existing under the laws of the State of New York, as trustee (in such capacity,
the "Trustee"), of the People's Bank Credit Card Master Trust (the "Trust"),
and (ii) Assignment No. 3 (the "Assignment"), dated as of May 1, 1996, between
People's Bank and the Trustee, People's Bank has transferred to the Trustee, on
behalf of the Trust, all rights, title and interest of People's Bank in and to
receivables and specified related assets (collectively, the "Receivables")
arising under certain revolving credit card accounts designated in the
Assignment. As a consequence of the foregoing transfer of the Receivables, the
seller interest in the Trust evidenced by a seller certificate, currently held
by a wholly-owned subsidiary of People's Bank, increased by a corresponding
amount. Included as an exhibit hereto is a copy of the Assignment.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
99.1 Assignment No. 3
99.2 Revised tables summarizing Trust portfolio balance and account
characteristics
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PEOPLE'S BANK
Dated: May 17, 1996 By: /s/ Carlos R. Mello
Carlos R. Mello
Senior Vice President/Comptroller
INDEX TO EXHIBITS
Exhibit
No. Document Description
99.1 Assignment No. 3
99.2 Revised tables summarizing Trust portfolio balance and account
characteristics
ASSIGNMENT NO. 3 TO TRUST
ASSIGNMENT NO. 3 (this "Assignment"), dated as of May 1, 1996, by and
between PEOPLE'S BANK, a Connecticut stock savings bank (the "Seller") and
BANKERS TRUST COMPANY, a New York banking corporation, not in its individual
capacity but solely as trustee (the "Trustee"), pursuant to the Pooling and
Servicing Agreement (defined below).
W I T N E S S E T H
WHEREAS, the Seller and the Trustee are parties to the Pooling and
Servicing Agreement, dated as of June 1, 1993 (hereinafter as such agreement
may have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to Assignment No. 1 to Trust dated as of October 4,
1994 by and between Seller and Trustee ("Assignment No. 1"), Seller conveyed
the Receivables of certain Additional Accounts identified by the code "0509" to
the Trust as part of the corpus of Trust by and between Seller and Trustee
(with each of the capitalized terms appearing in this or the following
paragraphs having the meaning respectively assigned thereto in Section 1
hereof); and
WHEREAS, pursuant to Assignment No. 2 to Trust dated as of July 14,
1995 by and between Seller and Trustee ("Assignment No. 2"), Seller conveyed
Receivables of certain Additional Accounts identified by the code "1815" to the
Trust as part of the corpus of the Trust by and between Seller and Trustee; and
WHEREAS, pursuant to the Pooling and Servicing Agreement the Seller
again wishes to designate certain Additional Accounts of the Seller, identified
by the codes "0507," "0508," "2151," and "2152," to be included as Accounts and
to convey the Receivables of such Additional Accounts, whether now existing or
hereinafter created, to the Trust as part of the corpus of the Trust; and
WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and the Trustee hereby
agree as follows:
1. Defined Terms. All terms defined in the Pooling and Servicing
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.
"Addition Date" shall mean, with respect to the Additional Accounts
designated hereby, May 1, 1996.
"Addition Notice Date" shall mean, with respect to the Additional
Accounts designated hereby, March 29, 1996.
2. Designation of Additional Accounts. The Seller shall deliver to
the Trustee, on behalf of the Trust, not later than five Business Days after
the Addition Date, a computer file or microfiche list containing a true and
complete list of each VISA and MasterCard account which as of the Addition Date
shall be deemed to be an Additional Account and included as an Account under
the Pooling and Servicing Agreement, such accounts being identified by account
number as of the close of business on the Addition Date by including in such
computer file or microfiche list codes "0507," "0508," "2151," and "2152" in
the dependent number field. Such list shall be marked as Schedule 1 to this
Assignment and, as of the Addition Date, shall be incorporated into and made a
part of this Assignment and the Pooling and Servicing Agreement.
3. Conveyance of Receivables.
(a) The Seller does hereby transfer, assign, set over and otherwise
convey to the Trustee, on behalf of the Trust, for the benefit of the
Certificateholders, without recourse on and after the Addition Date, all
right, title and interest of the Seller in and to (i) the Receivables now
existing and hereafter created in the Additional Accounts designated
hereby, (ii) all monies and investments due or to become due with respect
thereto (including all Finance Charge Receivables), (iii) all proceeds of
such Receivables, (iv) Recoveries allocated to the Trust in respect of
such Receivables and (v) Interchange related to such Receivables and
allocated to the Trust pursuant to Section 2.5(k) of the Pooling and
Servicing Agreement and all proceeds thereof.
(b) In connection with such transfer, assignment, set-over and
conveyance the Seller agrees to record and file, at its own expense, a
financing statement with respect to the Receivables now existing and
hereafter created in the Additional Accounts designated hereby (which may
be a single financing statement with respect to all such Receivables)for
the transfer of accounts, as defined in Section 9-106 of the UCC as in
effect in the State of New York, meeting the requirements of applicable
state law in such manner and such jurisdictions as are necessary to
perfect the assignment of such Receivables to the Trust, and to deliver a
file-stamped copy of such financing statement or other evidence of such
filing (which may, for purposes of this Section 3, consist of telephone
confirmation of such filing) to the Trustee on or prior to the date of
this Assignment.
(c) In connection with such transfer, the Seller further agrees, at
its own expense, on or prior to the Addition Date to indicate in its
computer files, by including in such computer file or microfiche list the
codes "0507," "0508," "2151," and "2152" in the dependent number field,
that the Receivables created in connection with the Additional Accounts
designated hereby have been transferred to the Trust pursuant to this
Assignment for the benefit of the Certificateholders.
4. Acceptance by Trustee. The Trustee hereby acknowledges its
acceptance on behalf of the Trust of all right, title and interest previously
held by the Seller in and to (i) the Receivables now existing and hereafter
created in the Additional Accounts designated hereby, (ii) all monies and
investments due or to become due with respect thereto (including all Finance
Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries
allocated to the Trust in respect of such Receivables and (v) Interchange
relating to such Receivables and allocated to the Trust pursuant to Section
2.5(k) of the Pooling and Servicing Agreement and all proceeds thereof, and
declares that it shall maintain such right, title and interest, upon the trust
set forth in the Pooling and Servicing Agreement, for the benefit of all
Certificateholders.
5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Trustee and the Trust as of the Addition Date:
(a) Legal, Valid and Binding Obligation. This Assignment constitutes
a legal, valid and binding obligation of the Seller enforceable against the
Seller in accordance with its terms, except as such enforceability may be
limited (A) by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and the rights of creditors of
Connecticut stock savings banks, (B) by general principles of equity
(whether considered in a suit at law or in equity), (C) with respect to
provisions indemnifying a party against liability where such
indemnification is contrary to public policy, (D) by the effect of judicial
decisions which have held that certain covenants and provisions of
agreements are unenforceable where (y) the breach of such covenants or
provisions imposes restrictions or burdens where it cannot be demonstrated
that such breach is a material breach of a material covenant or provision,
or (z) the creditor's enforcement of such covenants or provisions under the
circumstances would violate the creditor's implied covenant of good faith
and fair dealing, and (E) with respect to provisions herein to the effect
that the failure to exercise or delay in exercising rights or remedies will
not operate as a waiver of any such rights or remedies, or to the effect
that provisions therein may only be waived in writing to the extent that an
oral agreement modifying such provisions has been entered into.
(b) Eligibility of Accounts. Each Additional Account designated
hereby is, as of the end of the day immediately preceding the Addition
Date, an Eligible Additional Account.
(c) Selection Procedures. No selection procedures believed by the
Seller to be materially adverse to the interests of the Investor
Certificateholders (without regard to any Enhancement) were utilized in
selecting the Additional Accounts designated hereby from the available
Eligible Additional Accounts owned by the Seller.
(d) Insolvency. As of the Addition Date, the Seller is not insolvent
and, after giving effect to the conveyance set forth in Section 3 above,
will not be insolvent.
(e) Security Interest. This Assignment constitutes either (i) a
valid transfer and assignment to the Trustee, on behalf of the Trust, of
all right, title and interest of the Seller in and to (A) the Receivables
now existing and hereafter created in the Additional Accounts designated
hereby, (B) all monies due or to become due with respect to such
Receivables (including all Finance Charge Receivables), (C) all proceeds
(as defined in the UCC as in effect in the State of New York) of such
Receivables, (D) Recoveries allocated to the Trust in respect of such
Receivables, and (E) Interchange relating to such Receivables and allocated
to the Trust pursuant to Section 2.5(k) of the Pooling and Servicing
Agreement and all proceeds thereof, free and clear of any Lien of any
Person claiming through or under the Seller or any of its Affiliates,
except for (x) Liens permitted under Section 2.5(b) of the Pooling and
Servicing Agreement and subject to Section 9-306 of the UCC as in effect in
the States of Connecticut or New York, whichever is applicable, (y) the
interest of the Seller and its assignees as permitted under the Pooling and
Servicing Agreement as Holder of the Exchangeable Seller Certificate and
(z) the right of the Seller and its assignees as permitted under the
Pooling and Servicing Agreement to receive interest accruing on, and
investment earnings in respect of, the Collection Account, or any Series
Account as provided in the Pooling and Servicing Agreement and any related
Supplement; or (ii) a grant of a security interest (as defined in the UCC
as in effect in the State of New York) in such property to the Trust, which
is enforceable with respect to the existing Receivables of the Additional
Accounts designated hereby, the proceeds (as defined in the UCC as in
effect in the State of New York) thereof, and Recoveries and Interchange
allocated to the Trust pursuant to Sections 2.5(k) and (1) of the Pooling
and Servicing Agreement upon the conveyance of such Receivables to the
Trust, and which will be enforceable with respect to the Receivables
thereafter created in respect of Additional Accounts designated hereby, the
proceeds (as defined in the UCC as in effect in the State of New York)
thereof, Recoveries and Interchange allocated to the Trust pursuant to
Sections 2.5(k) and (1) of the Pooling and Servicing Agreement, upon such
creation; and (iii) if this Assignment constitutes the grant of a security
interest to the Trust in such property, upon the filing of a financing
statement as described in Section 3 above with respect to the Additional
Accounts designated hereby and, in the case of Receivables hereafter
created in such Additional Accounts and the proceeds (as defined in the UCC
as in effect in the State of New York) thereof, Recoveries and Interchange
allocated to the Trust pursuant to Sections 2.5(k) and (1) of the Pooling
and Servicing Agreement, upon such creation, the Trust shall have a first
priority perfected security interest in such property, except for Liens
permitted under Section 2.5(b) of the Pooling and Servicing Agreement and
subject to Section 9-306 of the UCC as in effect in the States of
Connecticut or New York, whichever is applicable.
6. Conditions Precedent. The acceptance of the Trustee set forth in
Section 4 above and the amendment of the Pooling and Servicing Agreement set
forth in Section 7 below are subject to the satisfaction, on or prior to the
Addition Date, of the following conditions precedent:
(a) Officer's Certificate. The Seller shall have delivered to the
Trustee a certificate of a Vice President or more senior officer,
certifying that (i) all requirements set forth in Section 2.6 of the
Pooling and Servicing Agreement for designating Additional Accounts and
conveying the Principal Receivables of such Accounts, whether now existing
or hereafter created, have been satisfied and (ii) each of the
representations and warranties made by the Seller in Section 5 above is
true and correct as of the Addition Date. The Trustee may conclusively
rely on such Officer's Certificate, shall have no duty to make inquiries
with regard to the matters set forth therein, and shall incur no liability
in so relying.
(b) Opinion of Counsel. The Seller shall have delivered to the
Trustee an Opinion of Counsel with respect to the Receivables in the
Additional Accounts designated hereby substantially in the form of Exhibit
F to the Pooling and Servicing Agreement.
(c) Additional Information. The Seller shall have delivered to the
Trustee such information as was reasonably requested by the Trustee to
satisfy itself as to the accuracy of the representation and warranty set
forth in Section 5(d) above.
(d) Notice of Addition of Accounts. The Seller shall have provided
the Trustee, the Rating Agency, the Servicer and each Enhancement Provider
(as defined in, and if so provided in, each Supplement in connection with
the related Series) with the notice specified in Section 2.6(g)(i) of the
Pooling and Servicing Agreement, at the time specified therein, or shall
have received satisfactory acknowledgment or waivers thereof.
(e) Rating Agency Confirmation. The Seller shall have delivered to
the Trustee and (to the extent so provided in the applicable Supplement)
each Enhancement Provider Standard and Poor's and Moody's confirmation in
writing that the inclusion of the accounts designated hereby as Additional
Accounts pursuant to this Assignment will not result in the reduction or
withdrawal of such Rating Agency's then existing rating or any Series of
Investor Certificates then issued and outstanding.
7. Amendment of the Pooling and Servicing Agreement. The Pooling
and Servicing Agreement is hereby amended to provide that all references therein
to the "Pooling and Servicing Agreement," to "this Agreement" and "herein" shall
be deemed from and after the Addition Date to be a reference to the Pooling and
Servicing Agreement as supplemented by this Assignment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with its terms, and except as expressly provided herein, the execution, delivery
and performance of this Agreement shall not constitute or be deemed to
constitute a waiver of compliance with or a consent to noncompliance with any
term or provision of the Pooling and Servicing Agreement.
8. Counterparts. This Assignment may be executed in two or more
counterparts (and by different parties to separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.
PEOPLE'S BANK
By: /s/Michael J. Ciborowski
Name: Michael J. Ciborowski
Title: Vice President
BANKERS TRUST COMPANY, not in its
individual capacity, but solely as Trustee
By: /s/Melissa K. Adelson
Name: Melissa K. Adelson
Title: Vice President
BPT1/515.01/NADH/106411.1
The following tables present data as of March 31, 1996.
<TABLE>
Composition by Account Balance
Trust Portfolio
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Account Balance Range Accounts Accounts Balance Balance
<S> <C> <C> <C> <C>
Credit Balance 17,296 1.40% (1,631,542.44) (0.09)%
Zero Balance 481,755 39.01 0.00 0.00
$0 - $499 163,395 13.23 27,811,210.60 1.55
$500 - $999 74,080 6.00 55,562,476.00 3.09
$1,000 - $2,999 234,237 18.97 470,208,030.74 26.15
$3,000 - $4,999 178,273 14.44 698,082,901.72 38.82
$5,000 - $9,999 83,654 6.77 521,932,638.06 29.02
Over $9,999 2,199 0.18 26,220,990.94 1.46
TOTAL 1,234,889 100.00% $1,798,186,705.62 100.00%
</TABLE>
Composition by Credit Limit
Trust Portfolio
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Credit Limit Range Accounts Accounts Balance Balance
<S> <C> <C> <C> <C>
$0 - $999 68,217 5.52% 14,368,020.04 0.80%
$1,000 - $1,999 83,548 6.77 46,468,412.19 2.58
$2,000 - $2,999 130,389 10.56 115,430,065.05 6.42
$3,000 - $3,999 147,827 11.97 178,808,113.25 9.94
$4,000 - $4,999 231,206 18.72 357,223,082.79 19.87
$5,000 - $10,999 533,984 43.24 997,226,917.60 55.46
Over $10,999 39,718 3.22 88,662,094.70 4.93
TOTAL 1,234,889 100.00% $1,798,186,705.62 100.00%
</TABLE>
Composition by Period of Delinquency
Trust Portfolio
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Period of Delinquency Accounts Accounts Balance Balance
(Days Contractually Delinquent)
<S> <C> <C> <C> <C>
Current 1,170,376 94.78% $1,612,691,526.89 89.68%
1 - 30 Days 38,355 3.11 $103,867,308.92 5.78
31 - 60 Days 8,295 0.67 $24,087,356.59 1.34
61 or More Days 17,863 1.44 $57,540,513.22 3.20
TOTAL 1,234,889 100.00% $1,798,186,705.62 100.00%
</TABLE>
Composition by Account Age
Trust Portfolio
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Account Age Accounts Accounts Balance Balance
<S> <C> <C> <C> <C>
0 - 6 months 97,036 7.86% 168,486,432.56 9.37%
Over 6-12 months 103,872 8.41 190,186,653.21 10.58
Over 12- 24 month 303,480 24.58 533,082,749.02 29.64
Over 24 - 48 months 475,358 38.49 573,225,958.08 31.88
Over 48 months 255,143 20.66 333,204,912.75 18.53
TOTAL 1,234,889 100.00% $1,798,186,705.62 100.00%
</TABLE>
Geographic Distribution by Accounts
Trust Portfolio
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Accounts Accounts Balance Balance
<S> <C> <C> <C> <C>
Connecticut 224,465 18.18% $293,322,142.22 16.31%
California 86,733 7.02 $148,641,390.45 8.27
Texas 71,792 5.81 $115,103,953.39 6.40
New York 72,604 5.88 $101,049,110.36 5.62
Florida 60,329 4.89 $85,041,468.76 4.73
Ohio 50,419 4.08 $72,185,549.22 4.01
Illinois 45,040 3.65 $67,819,468.55 3.77
Pennsylvania 45,240 3.66 $61,130,336.60 3.40
Michigan 37,377 3.03 $57,575,473.71 3.20
Massachusetts 38,539 3.12 $56,406,275.03 3.14
Other (1) 502,351 40.68 $739,911,537.33 41.15
Total 1,234,889 100.00% $1,798,186,705.62 100.00%
<FN>
(1) States with less than 3.03% of the Percentage of Total Number of Accounts.
Note: Data is sorted by Total Receivables Balance.
</FN>
</TABLE>
