UNITED STATES
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: February 28, 1998
Commission file number: 33-82882
CIRCUIT CITY CREDIT CARD MASTER TRUST
(Exact name of registrant as specified in its charter)
United States 58-1897792
(State or other (IRS Employer
jurisdiction Identification No.)
of incorporation)
225 Chastain Meadows Court, Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 770 792-4600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
On May 31, 1995, the registrant filed with the Securities and
Exchange Commission a registration statement on Form 8-A registering certain
Circuit City Credit Card Master Trust asset backed certificates.
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.
Page 1 of 7
<PAGE>
Yes X (1) No _____
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, 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
The Circuit City Credit Card Master Trust (the "Trust") was
formed pursuant to a Master Pooling and Servicing Agreement dated as of October
4, 1994 (the "Pooling and Servicing Agreement") between First North American
National Bank, as Transferor (in such capacity, the "Transferor") and Servicer
(in such capacity, the "Servicer"), and Bankers Trust Company, as Trustee (the
"Trustee"). The Trust was created as a master trust under which one or more
series of asset backed certificates (the "Certificates") evidencing undivided
interests in certain assets of the Trust have been or will be issued pursuant to
a series supplement to the Pooling and Servicing Agreement.
The assets of the Trust (the "Trust Assets") include
receivables (the "Receivables") arising under certain consumer revolving credit
card accounts (the "Accounts") owned or acquired by the Transferor and all
monies due or to become due in payment of the Receivables (including recoveries
on charged-off Receivables), all proceeds of the Receivables and proceeds of
credit insurance policies relating to the Receivables, all monies on deposit in
certain bank accounts of the Trust (excluding investment earnings on such
amounts, unless otherwise specified) and, with respect to a particular series or
class of Certificates, any letter of credit, guaranteed rate agreement, maturity
guaranty facility, liquidity facility, cash collateral account, cash collateral
- --------
(1) In reliance upon various no-action letters issued by the Securities
Exchange Commission to other trusts which are substantially similar to the
registrant, the registrant has filed monthly Forms 8-K in lieu of Forms 10-Q.
See, e.g., Banc One Credit Card Master Trust (avail. May 26, 1995). This Form
10-K was due May 29, 1998.
Page 2 of 7
guaranty, collateral indebtedness amount, collateral interest, surety bond,
insurance policy, interest rate cap agreement, interest rate swap agreement,
spread account, reserve account or other similar arrangement for the benefit of
the holders of the Certificates of such series or class. The Trust will not
engage in any activity other than acquiring and holding Receivables, issuing one
or more series of Certificates and any related interest in the Trust and one or
more certificates evidencing the Transferor's interest in the Trust, making
payments thereon and engaging in related activities. The Trustee holds the Trust
Assets in trust for the benefit of the holders of the Certificates, and the
Servicer services the Receivables.
As of February 28, 1998, the Trust had four outstanding series
of Certificates. On October 4, 1994, the Trust issued in a private transaction
the Series 1994-1 Remarketed Certificates of Participation. On November 17,
1994, the Trust issued in a public transaction the Class A 8.00% Asset Backed
Certificates, Series 1994-2 and the Class B 8.20% Asset Backed Certificates,
Series 1994-2 (together, the "1994-2 Public Certificates"). In addition, the
Trust issued in private transactions as part of Series 1994-2 an interest
referred to as the Collateral Indebtedness Interest and a class of investor
certificates referred to as the Class D Certificates. On September 7, 1995, the
Trust issued in a public transaction the Class A 6.375% Asset Backed
Certificates, Series 1995-1 and the Class B 6.625% Asset Backed Certificates,
Series 1995-1 (together, the "1995-1 Public Certificates"). In addition, the
Trust issued in private transactions as part of Series 1995-1 an interest
referred to as the Collateral Indebtedness Interest and a class of investor
certificates referred to as the Class D Certificates. On November 27, 1996, the
Trust issued in a public transaction the Class A Floating Rate Asset Backed
Certificates, Series 1996-1 and the Class B Floating Rate Asset Backed
Certificates, Series 1996-1 (collectively with the 1994-2 Public Certificates
and the 1995-1 Public Certificates, the "Public Certificates"). In addition, the
Trust issued in private transactions as part of Series 1996-1 an interest
referred to as the Collateral Indebtedness Interest and a class of investor
certificates referred to as the Class D Certificates. The Trust may issue from
time to time additional series of Certificates evidencing undivided interests in
the Trust Assets.
The registrant has prepared this Form 10-K in reliance upon
various no-action letters issued by the Securities Exchange Commission to other
trusts which are substantially similar to the Trust. See, e.g., Banc One Credit
Card Master Trust (avail. May 26, 1995). Items designated herein as "Not
Applicable" have been omitted as a result of such reliance.
Page 3 of 7
Item 1. Business.
Not Applicable.
Item 2. Properties.
See introductory statement to Part I above for a description
of Trust Assets.
Item 3. Legal Proceedings.
To the best knowledge of the registrant, there are no material
pending legal proceedings involving the Trust, the Servicer or the Trustee.
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 the best knowledge of the registrant, there is no
established public trading market for the Certificates.
(b) The Public Certificates are represented by nine
certificates registered in the name of Cede & Co., the nominee of the Depository
Trust Company ("DTC").
(c) Not Applicable.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
None.
Page 4 of 7
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) The Public Certificates are represented by nine
certificates registered in the name of Cede & Co., and an investor holding an
interest in the Trust is not entitled to receive a certificate representing such
interest except in certain limited circumstances. Accordingly, Cede & Co. is the
sole holder of record of the Public Certificates, which it holds on behalf of
brokers, dealers, banks and other direct participants in the DTC system. Such
direct participants may hold Public Certificates for their own accounts or for
the accounts of their customers. The address of Cede & Co. is c/o The Depository
Trust Company, Seven Hanover Square, New York, New York 10004.
(b) Not Applicable.
(c) Not Applicable.
Item 13. Certain Relationships and Related Transactions.
(a) To the best knowledge of the registrant, there were no
transactions, or series of similar transactions, during the fiscal year ended
February 28, 1998, and are no currently proposed transactions, or series of
similar transactions, to which the Trust was or is to be a party, in which the
amount involved exceeds $60,000 and in which any person known to the registrant
to own of record or beneficially more than 5.00% of the Public Certificates had,
or will have, a direct or indirect material interest.
(b) Not Applicable.
(c) Not Applicable.
Page 5 of 7
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) Documents.
1. Financial Statements.
Not Applicable.
2. Financial Statement Schedules.
Not Applicable.
3. Exhibits.
See Item 14(c).
(b) Reports on Form 8-K.
The registrant filed the following Current Reports on Form 8-K
with respect to the fiscal year ended February 28, 1998: Current Reports on Form
8-K dated [March 17, 1997, April 15, 1997, May 15, 1997, June 16, 1997, July 15,
1997, August 14, 1997, September 15, 1997, October 15, 1997, November 17, 1997,
December 15, 1997, January 15, 1998, February 16, 1998 and March 16, 1998]
reporting Items 5 and 7(c) and providing the Series 1994-2 Certificateholders
Statements, the Series 1995-1 Certificateholders Statements and the Series
1996-1 Certificateholders Statements for the months of [February 1997, March
1997, April 1997, May 1997, June 1997, July 1997, August 1997, September 1997,
October 1997, November 1997, December 1997, January 1998 and February 1998.]
(c) Exhibits.
Exhibit 99.1 Annual Servicer's Certificate.
(d) Financial Statement Schedules.
Not Applicable.
Page 6 of 7
<PAGE>
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.
CIRCUIT CITY CREDIT CARD
MASTER TRUST
By: FIRST NORTH AMERICAN
NATIONAL BANK, as Servicer
By: /s/ Michael T. Chalifoux
Michael T. Chalifoux
Chairman of the Board and
President
Dated as of May 29, 1998
INDEX TO EXHIBITS
Exhibit Description
Number of Exhibit
99.1 Annual Servicer's Certificate.
Page 7 of 7
EXHIBIT F
TO THE MASTER POOLING
AND SERVICING AGREEMENT
FORM OF ANNUAL SERVICER'S CERTIFICATE
FIRST NORTH AMERICAN NATIONAL BANK
--------------------------------------
CIRCUIT CITY CREDIT CARD MASTER TRUST
--------------------------------------
The undersigned, a duly authorized representative of First North
American National Bank ("FNANB"), as Servicer (the "Servicer"), pursuant to the
Master Pooling and Servicing Agreement, dated as of October 4, 1994 (as such
agreement may have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement"), between FNANB, as
Transferor and as Servicer, and Bankers Trust Company, as Trustee (the
"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. FNANB is as of the date hereof the Servicer under the Pooling and
Servicing Agreement.
3. The undersigned is duly authorized pursuant to the Servicing
Agreement to execute and deliver this Officer's Certificate to
the Trustee.
4. This 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 Fiscal
Year ended February 28, 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
the undersigned to have occurred during the Fiscal Year ended
February 28, 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:
IN WITNESS WHEREOF, the undersigned, a duly authorized Servicing
Officer, has duly executed this certificate as of this 29th day of May, 1998.
/s/ Michael T. Chalifoux
Name: Michael T. Chalifoux
Title: Chairman of the Board
and President
