SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 numbers:33-63146,
33-73442, 33-84428, 33-99506
33-99508,33-90012, 333-33269,
333-45785
People's Bank
on behalf of
People's Bank Credit Card Master Trust
(Exact Name of Registrant as Specified in its Charter)
Connecticut 06-1213065
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
850 Main Street
Bridgeport, Connecticut 06604
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 338-7171
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
Certificates (the "Certificates") representing undivided interests in certain
assets of the People's Bank Credit Card Master Trust. On June 30, 1993,
February 7, 1994, October 18, 1994, March 6, 1995, November 17, 1995,
August 8, 1997 and February 6, 1998
Registration Statements on Form S-1, as amended, were filed with the
Securities and Exchange Commission (the "Commission") registering the
Certificates pursuant to Section 12(g) of the Securities Exchange Act
of 1934 (the "Act").
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 (the "Act") 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
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 and non-voting common stock
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or
the average bid and asked priced of such common equity, as of a specified
date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405.)
Not Applicable.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the People's Bank Credit Card Master Trust (the "Trust"),
People's Bank (in its capacity as transferor and servicer of
receivables transferred to the Trust) ("People's"), Bankers Trust
Company (in its capacity as Trustee) ( the "Trustee") or People's
Structured Finance Corp., a wholly owned special purpose subsidiary
of People's ("PSFC"), as holder of the Exchangeable Transferor
Certificate representing the undivided interest in the assets of
the Trust not represented by Certificates, other than routine
litigation incidental to the business of the Trust, People's (in
such capacity), the Trustee (in such capacity) or PSFC.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) To People's knowledge, there is no established public trading
market for the Certificates. The Certificates are represented by
one or more certificates registered in the name of Cede & Co.
("Cede"), the nominee of The Depository Trust Company ("DTC"),
and PSFC.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The Certificates are represented by one or more certificates
registered in the name of Cede, the nominee of DTC, and an
investor holding an interest in the Trust is not entitled to
receive a Certificate representing such interest except in limited
circumstances set forth in the Amended and Restated Pooling and
Servicing Agreement, dated as of March 18, 1997, between People's
and the Trustee, amending and restating in its entirety the Pooling
and Servicing Agreement, dated as of June 1, 1993. Accordingly,
Cede is the holder of record of the Certificates, which it holds on
behalf of brokers, dealers, banks, and other direct participants in
the DTC system. Such direct participants may hold Certificates for
their own accounts or for the accounts of their customers. The name
and address of Cede is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, NY 10004
PSFC owns the Exchangeable Transferor Certificate, representing the
undivided interest in the assets of the Trust not represented by
Certificates. The address of PSFC is:
PSFC
850 Main Street
Bridgeport, CT 06604
Item 13. Certain Relationships and Related Transactions.
To People's knowledge there have not been, and there are not
currently proposed any transaction or series of transactions
relating to the Trust, to which either the Trust, People's, as
transferor or servicer, PSFC, or the Trustee, on behalf of the
Trust, is a party with any Certificateholder who owns of
record or beneficially more than five percent of the Certificates.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Report on Form 8-K.
(a) Exhibits
99.1 Management Report on Internal Control Over
Financial Reporting for the Credit Card Services Division
of People's Bank and Management Report on People's Bank's
Compliance with Article IV, Section 4.2 of the Pooling
and Servicing Agreement.
99.2 Independent Accountants' Report on Management's Assertion
Concerning Internal Control Over Financial Reporting for
the Credit Card Services Division of People's Bank.
99.3 Independent Accountants' Report on Management's Assertion
Concerning People's Bank's Compliance with Article IV,
Section 4.2 of the Pooling and Servicing Agreement.
99.4 Aggregate Annual Report for People's Credit Card Master
Trust for the Year Ended December 31, 1998.
99.5 Monthly Servicer's Certificates (incorporated by reference
to Exhibit 20 of Current Reports on Form 8-K dated
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; and January 15, 1999).
(b) Reports on Form 8-K
1. People's Bank Credit Card Master Trust Current Report on
Form 8-K for the month of September dated October 15, 1998.
2. People's Bank Credit Card Master Trust Current Report on
Form 8-K for the month of October dated November 16, 1998.
3. People's Bank Credit Card Master Trust Current Report on
Form 8-K for the month of November dated December 15, 1998.
4. People's Bank Credit Card Master Trust Current Report on
Form 8-K for the month of December dated January 15, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
PEOPLE'S BANK
as originator of the Trust (Registrant)
By: /s/ David E.A. Carson
David E.A. Carson
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 19, 1999 by the following persons on
behalf of the registrant and in the capacities indicated.
Signatures Title
/s/ David E.A. Carson Chief Executive Officer, Director
David E.A. Carson
/s/ Vincent J. Calabrese First Vice President, Comptroller, and Chief
Vincent J. Calabrese Accounting Officer
/s/ George W. Morriss Executive Vice President and Chief Financial
George W. Morriss Officer
/s/ George P. Carter Director
George P. Carter
/s/ Joseph E. Clancy Director
Joseph E. Clancy
/s/ Jerry Franklin Director
Jerry Franklin
/s/ Eunice S. Groark Director
Eunice S. Groark
/s/ Samuel W. Hawley Chairman of the Executive Committee, Director
Samuel W. Hawley
/s/ Betty Ruth Hollander Director
Betty Ruth Hollander
/s/ Saul Kwartin Director
Saul Kwartin
/s/ Jeremiah J. Lowney, Jr. Director
Jeremiah J. Lowney, Jr.
/s/ Jack E. McGregor Director
Jack E. McGregor
Director
James A. Thomas
EXHIBIT INDEX
No.
99.1 Management Report on Internal Control Over Financial
Reporting for the Credit Card Services Division of People's Bank and
Management Report on People's Bank's Compliance with Article IV,
Section 4.2 of the Pooling and Servicing Agreement.
99.2 Independent Accountants' Report on Management's Assertion Concerning
Internal Control Over Financial Reporting for the Credit
Card Services Division of People's Bank.
99.3 Independent Accountants' Report on Management's Assertion Concerning
People's Bank's Compliance with Article IV, Section 4.2 of the
Pooling and Servicing Agreement.
99.4 Aggregate Annual Report for People's Credit Card Master Trust for
the Year Ended December 31, 1998.
99.5 Monthly Servicer's Certificates (incorporated by reference
to Exhibit 20 of Current Reports on Form 8-K dated
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; and
January 15, 1999).
People's Credit Card Master Trust
Management Report on Internal Control Over Financial
Reporting for the Credit Card Services Division of People's Bank
and Management Report on People's Bank's Compliance with
Article IV, Section 4.2 of the Pooling and Servicing Agreement
Management Report on Internal Control Over Financial
Reporting for the Credit Card Services Division of People's Bank
Management of People's Bank ("People's") is responsible for establishing and
maintaining effective internal control over financial reporting for the
Credit Card Services division of People's, inclusive of the servicing of
People's Bank credit card master trust, that is sufficient for the prevention
and detection of errors and fraud in amounts that would be material to the
consolidated financial statements of People's. This internal control contains
monitoring mechanisms, and actions are taken to correct deficiencies
identified.
There are inherent limitations in any internal control, including the
possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal control can provide only reasonable
assurance with respect to the preparation of financial information.
Further, because of changes in conditions, the effectiveness of any internal
control may vary over time.
Management assessed whether the internal control over financial
reporting for People's Credit Card Services division as of December 31, 1998
was sufficient for the prevention and detection of errors and fraud in
amounts that would be material to the consolidated financial statements
of People's. The assessment was based on criteria for effective internal
control over financial reporting described in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management believes that, as
of December 31, 1998, the Credit Card Services division of People's maintained
effective internal control over financial reporting that was sufficient for
the prevention and detection of errors and fraud in amounts that
would be material to the consolidated financial statements of People's.
Management Report on People's Bank's Compliance with Article IV,
Section 4.2 of the Pooling and Servicing Agreement
Management of People's Bank ("People's") is responsible for complying with
the provisions of Article IV, Section 4.2 of the Amended and Restated Pooling
and Servicing Agreement dated March 18, 1997 (as heretofore amended,
supplemented or otherwise modified), including the applicable supplements
dated March 1, 1995, July 1, 1996, March 18, 1997, September 1, 1997 and
March 1, 1998 (collectively the "Agreement"), between Bankers Trust Company,
as trustee, and People's, as servicer, and for establishing and maintaining
effective internal control over compliance with such provisions.
Management has performed an evaluation of People's compliance with the
provisions of Article IV, Section 4.2 of the Agreement as of December 31, 1998.
Based on this evaluation, management believes that, as of December 31, 1998,
People's was in compliance with the provisions set forth in Article IV,
Section 4.2 of the Agreement.
/s/ David E.A. Carson
David E.A. Carson
Chairman, Chief Executive Officer and President
/s/ George W. Morriss
George W. Morriss
Executive Vice President and Chief Financial Officer
March 18, 1999
People's Credit Card Master Trust
Independent Accountants' Report on Management's Assertion Concerning
Internal Control Over Financial Reporting for the
Credit Card Services Division of People's Bank
Independent Accountants' Report
People's Bank
850 Main Street
Bridgeport, Connecticut 06604
Bankers Trust Company
Four Albany Street
New York, New York 10006
We have examined the assertion made by the management of People's Bank
("People's") that its Credit Card Services division (which includes the
accounts transferred to and serviced for the People's Bank Credit Card Master
Trust) maintained effective internal control over financial reporting as of
December 31, 1998 that was sufficient for the prevention and detection of
errors and fraud in amounts that would be material to People's consolidated
financial statements. This assertion is included in the accompanying report
entitled Management Report on Internal Control Over Financial Reporting for
the Credit Card Services Division of People's Bank.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control over financial
reporting, testing, and evaluating the design and operating effectiveness of
the internal control, and such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion.
Because of the inherent limitations in any internal control, errors
or fraud may occur and not be detected. Also, projections of any
evaluation of the internal control over financial reporting 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
or procedures may deteriorate.
In our opinion, management's assertion that the Credit Card Services division
of People's maintained effective internal control over financial reporting as
of December 31, 1998 that was sufficient for the prevention and detection
of errors and fraud in amounts that would be material to People's
consolidated financial statements is fairly stated, in all material respects,
based upon criteria described in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
/s/ KPMG LLP
March 18, 1999
People's Credit Card Master Trust
Independent Accountants' Report on Management's Assertion Concerning
People's Bank's Compliance with Article IV,
Section 4.2 of the Pooling and Servicing Agreement
Independent Accountants' Report
People's Bank
850 Main Street
Bridgeport, Connecticut 06604
Bankers Trust Company
Four Albany Street
New York, New York 10006
We have examined the assertion made by the management of People's Bank
("People's") in the accompanying report, entitled Management Report
on People's Bank's Compliance with Article IV, Section 4.2 of the Pooling and
Servicing Agreement that, as of December 31, 1998, People's was in compliance
with the provisions set forth in Article IV, Section 4.2 of the Amended and
Restated Pooling and Servicing Agreement dated March 18, 1997 (as heretofore
amended, supplemented or otherwise modified), including the applicable
supplements dated March 1, 1995, July 1, 1996, March 18, 1997, September 1,
1997 and March 1, 1998 (collectively, the "Pooling and Servicing Agreement")
between Bankers Trust Company, as trustee, and People's as servicer.
Management is responsible for People's compliance with those requirements.
Our responsibility is to express an opinion on management's assertion about
People's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about People's compliance with the
aforementioned provisions and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on People's compliance with those provisions.
In our opinion, management's assertion that People's was in compliance with
the aforementioned provisions of Article IV, Section 4.2 of the Pooling and
Servicing Agreement as of December 31, 1998 is fairly stated, in all
material respects.
/s/ KPMG LLP
March 18, 1999
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1995-1
1998 ANNUAL TAX STATEMENT
Total Class A Distributions For The Year Ended 12/31/98: $22,422,830.59
Total Class A Distributions Per $1,000 of Original Investment: $59.01
Total Class B Distributions For The Year Ended 12/31/98: $1,210,565.64
Total Class B Distributions Per $1,000 of Original Investment: $60.53
Class A Distributions Allocated To Certificate Principal: $0.00
Class A Distributions of Principal Per $1,000 of Original Investment: $0.00
Class B Distributions Allocated to Certificate Principal $0.00
Class B Distributions of Principal Per $1,000 of Original Investment: $0.00
Class A Distributions Allocated To Certificate Interest: $22,422,830.59
Class A Distributions of Interest Per $1,000 of Original Investment: $59.01
Class B Distributions Allocated to Certificate Interest $1,210,565.64
Class B Distributions of Interest Per $1,000 of Original Investment: $60.53
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1996-1
1998 ANNUAL TAX STATEMENT
Total Class A Distributions For The Year Ended 12/31/98: $22,171,691.18
Total Class A Distributions Per $1,000 of Original Investment: $58.50
Total Class B Distributions For The Year Ended 12/31/98: $1,260,448.10
Total Class B Distributions Per $1,000 of Original Investment: $60.02
Class A Distributions Allocated To Certificate Principal: $0.00
Class A Distributions of Principal Per $1,000 of Original Investment: $0.00
Class B Distributions Allocated to Certificate Principal $0.00
Class B Distributions of Principal Per $1,000 of Original Investment: $0.00
Class A Distributions Allocated To Certificate Interest: $22,171,691.18
Class A Distributions of Interest Per $1,000 of Original Investment: $58.50
Class B Distributions Allocated to Certificate Interest $1,260,448.10
Class B Distributions of Interest Per $1,000 of Original Investment: $60.02
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1997-1
1998 ANNUAL TAX STATEMENT
Total Class A Distributions For The Year Ended 12/31/98: $24,733,443.56
Total Class A Distributions Per $1,000 of Original Investment: $58.20
Total Class B Distributions For The Year Ended 12/31/98: $2,032,563.90
Total Class B Distributions Per $1,000 of Original Investment: $60.22
Total Collateral Interest Distributions For The Year
Ended 12/31/98: $1,803,475.56
Total Collateral Interest Distributions Per $1,000 of
Original Investment: $43.72
Class A Distributions Allocated To Certificate Principal: $0.00
Class A Distributions of Principal Per $1,000 of Original Investment: $0.00
Class B Distributions Allocated to Certificate Principal $0.00
Class B Distributions of Principal Per $1,000 of Original Investment: $0.00
Collateral Interest Distributions Allocated to Collateral Principal: $0.00
Collateral Interest Distributions of Principal Per $1,000 of
Original Investment: $0.00
Class A Distributions Allocated To Certificate Interest: $24,733.443.56
Class A Distributions of Interest Per $1,000 of Original Investment: $58.20
Class B Distributions Allocated to Certificate Interest $2,032,563.90
Class B Distributions of Interest Per $1,000 of Original Investment: $60.22
Collateral Interest Distributions Allocated to Collateral
Interest: $1,803,475.56
Collateral Interest Distributions of Interest Per $1,000 of
Original Investment: $43.72
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1997-2
1998 ANNUAL TAX STATEMENT
Total Class A Distributions For The Year Ended 12/31/98: $24,776,533.83
Total Class A Distributions Per $1,000 of Original Investment: $58.30
Total Class B Distributions For The Year Ended 12/31/98: $2,035,985.77
Total Class B Distributions Per $1,000 of Original Investment: $60.33
Total Collateral Interest Distributions For The Year
Ended 12/31/98: $1,943,480.58
Total Collateral Interest Distributions Per $1,000 of
Original Investment: $47.11
Class A Distributions Allocated To Certificate Principal: $0.00
Class A Distributions of Principal Per $1,000 of Original Investment: $0.00
Class B Distributions Allocated to Certificate Principal $0.00
Class B Distributions of Principal Per $1,000 of Original Investment: $0.00
Collateral Interest Distributions Allocated to Collateral Principal: $0.00
Collateral Interest Distributions of Principal Per $1,000 of
Original Investment: $0.00
Class A Distributions Allocated To Certificate Interest: $24,776,533.83
Class A Distributions of Interest Per $1,000 of Original Investment: $58.30
Class B Distributions Allocated to Certificate Interest $2,0350985.77
Class B Distributions of Interest Per $1,000 of Original Investment: $60.33
Collateral Interest Distributions Allocated to Collateral
Interest: $1,943,480.58
Collateral Interest Distributions of Interest Per $1,000 of
Original Investment: $47.11
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1998-1
1998 ANNUAL TAX STATEMENT
Total Class A Distributions For The Year Ended 12/31/98: $14,048,945.00
Total Class A Distributions Per $1,000 of Original Investment: $40.96
Total Class B Distributions For The Year Ended 12/31/98: $1,144,593.64
Total Class B Distributions Per $1,000 of Original Investment: $42.39
Total Collateral Interest Distributions For The Year
Ended 12/31/98: $873,482.30
Total Collateral Interest Distributions Per $1,000 of
Original Investment: $29.12
Class A Distributions Allocated To Certificate Principal: $0.00
Class A Distributions of Principal Per $1,000 of Original Investment: $0.00
Class B Distributions Allocated to Certificate Principal $0.00
Class B Distributions of Principal Per $1,000 of Original Investment: $0.00
Collateral Interest Distributions Allocated to Collateral Principal: $0.00
Collateral Interest Distributions of Principal Per $1,000 of
Original Investment: $0.00
Class A Distributions Allocated To Certificate Interest: $14,048,945.00
Class A Distributions of Interest Per $1,000 of Original Investment: $40.96
Class B Distributions Allocated to Certificate Interest $1,144,593.64
Class B Distributions of Interest Per $1,000 of Original Investment: $42.39
Collateral Interest Distributions Allocated to Collateral
Interest: $873,482.30
Collateral Interest Distributions of Interest Per $1,000 of
Original Investment: $29.12
