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, 1997
Commission File No.: 33-88076
FIRST OF AMERICA BANK, N.A.
As Servicer and Co-Originator of the
FIRST OF AMERICA CREDIT CARD MASTER TRUST
(Exact name of registrant as specified in charter)
UNITED STATES 38-0861745
(State or other jurisdiction of (I.R.S. Employer number)
Identification incorporation)
108 East Michigan Avenue, Kalamazoo, Michigan 49007
(Address of principal executive offices) (zip code)
Servicer's telephone number, including area code (616) 376-9000
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
The aggregate principal amount of the Certificates held by non-affiliates
of the Servicer as of December 31, 1997 was approximately $500 million.<PAGE>
INTRODUCTORY NOTE
First of America Bank - Illinois, N.A. and First of America Bank,
N.A. ("FOABM") (together, the "Sellers") are the sellers under a
Pooling and Servicing Agreement dated as of June 1, 1995 (the "Agreement")
among the Sellers, FOABM as Servicer (the "Servicer") and the Bank of New
York as Trustee (the "Trustee") as supplemented by the Series 1995-1
Supplement, dated as of June 1, 1995, providing for the issuance of
certificates in series (the "Certificates"). The Sellers are also the Co-
originators of the trust called the First of America Credit Card Master
Trust (the "Trust") created pursuant to the Agreement. Each Certificate
represents an undivided interest in a pool of receivables held by the
Trust. The Certificates issued, or to be issued, may be senior ("Class A
Certificates"), subordinated ("Class B Certificates") and Seller
Certificate(s). FOABM as Co-originator of the Trust and Registrant has
prepared this Annual Report on Form 10-K in reliance upon various no-action
letters issued by the Securities and Exchange Commission (the "Commission")
to other trusts which are substantially similar to the Trust. Items
designated herein as "Not Applicable" have been omitted as a result of this
reliance and a pending request for a no-action letter with respect to the
Trust.<PAGE>
PART I
Item 1. BUSINESS.
Not Applicable.
Item 2. PROPERTIES.
Not Applicable.
Item 3. LEGAL PROCEEDINGS.
The Servicer is not aware of any material pending legal
proceedings involving either the Registrant, the Trustee, the
Sellers or the Servicer with respect to the Certificates or the
Registrant's property.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No vote or consent of the holders of the Certificates (the
"Certificateholders") was solicited for any purpose during the
year ended December 31, 1997.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
To the best knowledge of the Servicer, there is no established
public trading market for the Certificates. Each class of
Certificates is represented by one or more certificates
registered in the name of Cede & Co., the nominee of the
Depository Trust Company ("DTC").
Item 6. SELECTED FINANCIAL DATA.
Not Applicable.<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
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.
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.
The Servicer is not aware of any Schedules 13D or 13G filed with
the Securities and Exchange Commission in respect of the
Certificates. Each class of Certificates is represented by one
or more certificates registered in the name of Cede & Co., 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. Accordingly, Cede &
Co. is the sole holder of record of 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 account or for the accounts
of their customers. The address of Cede & Co. is: Cede & Co.,
c/o The Depository Trust Company, 55 Water Street, 49th Floor,
New York, New York 10041.<PAGE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None or Not Applicable.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of the report:
Annual Certificateholders' Statement for the year ended
December 31, 1997.
Annual Servicing Report in the form of Independent
Accountants' Report on Applying Agreed-Upon Procedures
prepared by KPMG Peat Marwick LLP.
(b) The Registrant filed the following current reports on Form
8-K for the fourth quarter of 1997.
DATE OF REPORT ITEMS COVERED
October 10, 1997 Item 7-Monthly Certificateholders'
November 12, 1997 Statement with respect to
December 10, 1997 distributions made on
October 15, 1997, November 17, 1997
and December 15, 1997.
(c) An Exhibit Index and Exhibits are attached to this report.
(d) Not Applicable.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Servicer has duly caused this report to be signed
on behalf of the First of America Credit Card Master Trust by the
undersigned, thereunto duly authorized.
Date: March 27, 1998 FIRST OF AMERICA BANK, N.A.
Servicer and Co-Originator of the First of America
Credit Card Master Trust
By: FIRST OF AMERICA BANK CORPORATION
(Authorized Agent)
By:/s/ Kevin T. Thompson
Senior Vice President and Controller<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
(99) A Copy of the Annual Certificateholders'
Statement for year ended December 31, 1997.
(99) B Copy of the Annual Servicing Report in the
form of Independent Accountants' Report on
Applying Agreed-Upon Procedures prepared
by KPMG Peat Marwick LLP.<PAGE>
<TABLE>
<CAPTION>
EXHIBIT (99)A
CERTIFICATEHOLDER'S STATEMENT FOR YEAR ENDING DECEMBER 1997
First of America Credit Card Master Trust Series 1995-1
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1995 (the Pooling and
Servicing Agreement"), among First of America Bank, N.A., as Seller and Servicer
(in its capacity as Servicer, "FOABM"), First of America Bank - Illinois, N.A., as Seller,
and The Bank of New York, as trustee (the "Trustee"), as supplemented by the Series 1995-1
Supplement, dated as of June 1, 1995, FOABM as Servicer is required to prepare certain
information annually regarding distributions to Certificateholders and the
performance of the First of America Credit Card Master Trust (the "Trust") during the
previous year. The information which is required to be prepared with respect to the year
ended December 31, 1997, and with respect to the performance of the Trust during 1997
set forth below. Certain of the information is presented on the basis of an original
principal amount of $1,000 per Series 1995-1 Certificate (a "Certificate"). Certain
other information is presented based on the aggregate amounts for the Trust as a whole.
Capitalized terms used in this yearly Statement have their respective meanings set forth
in the Pooling and Servicing Agreement and the Series 1995-1 Supplement.
<S> <C> <C> <C>
A. Information Regarding Distributions to the Class A Certificateholders
1. The total amount of the distribution to Class A Certificateholders per $1,000 original
certificate principal amount $59.0323606
2. The amount of the distribution set forth in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original certificate principal amount $59.0323606
3. The amount of the distribution set forth in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original certificate principal amount $0.0000000
B. Class A Investor Charge-Offs and Reimbursement of Charge-Offs
1. The Amount of Class A Investor Charge-Offs $0.0000000
2. The amount of Class A Investor Charge-Offs set forth in paragraph 1 above, per $1,000
original certificate principal amount $0.0000000
3. The total amount reimbursed in respect of Class A Investor Charge-Offs $0.0000000
4. The amount set forth in paragraph 3 above, per $1,000 original certificate principal
amount $0.0000000
5. The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date $0.0000000
C. Information Regarding Distributions to the Class B Certificateholders
1. The total amount of the distribution to Class B Certificateholders per $1,000 original
certificate principal amount $60.2490272
2. The amount of the distribution set forth in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original certificate principal amount $60.2490272
3. The amount of the distribution set forth in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original certificate principal amount $0.0000000
D. Class B Investor Charge-Offs and Reimbursement of Charge-Offs
1. The Amount of Class B Investor Charge-Offs $0.0000000
2. The amount of Class B Investor Charge-Offs set forth in paragraph 1 above, per <PAGE>
$1,000 original certificate principal amount $0.0000000
3. The total amount reimbursed in respect of Class B Investor Charge-Offs $0.0000000
4. The amount set forth in paragraph 3 above, per $1,000 original certificate principal
amount $0.0000000
5. The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date $0.0000000 <PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate the 27th day of March, 1998.
FIRST OF AMERICA BANK, N.A.,
as Seller and Servicer
By: FIRST OF AMERICA BANK CORPORATION
as Authorized Agent
By: /S/ JENNIFER D. COX
Name: Jennifer D. Cox
Title: Servicing Officer<PAGE>
RECEIVABLES
Beginning of the Year Principal Receivables $598,170,191.83
Beginning of the Year Finance Charge Receivables $7,396,140.73
-------------------------------------------------------------------------------- ---------------
Beginning of the Year Total Receivables $605,566,332.56
Removed Principal Receivables $10,739.99
Removed Finance Charge Receivables $30.00
-------------------------------------------------------------------------------- ---------------
Removed Total Receivables $10,769.99
Additional Principal Receivables $148,272,342.65
Additional Finance Charge Receivables $1,384,979.68
-------------------------------------------------------------------------------- ---------------
Additional Total Receivables $149,657,322.33
End of the Year Principal Receivables $672,688,401.47
End of the Year Finance Charge Receivables $9,207,248.85
-------------------------------------------------------------------------------- ---------------
End of the Month Total Receivables $681,895,650.32
Special Funding Account Balance $0.00
Aggregate Invested Amount (all Master Trust Series) $500,000,000.00
End of Year Seller Amount $172,688,401.47
End of Year Seller Percentage 35.54%
DELINQUENCIES AND LOSSES
End of the Year Delinquencies RECEIVABLES
---------------
30 - 59 Days Delinquent $9,160,969.82
60 - 89 Days Delinquent $5,197,300.39
90+ Days Delinquent $5,378,025.92
----------------
Total 30+ Days Delinquent $19,736,296.13
Defaulted Amounts During the Year $31,233,126.12
INVESTED AMOUNTS
Class A Initial Invested Amount $470,000,000.00
Class B Initial Invested Amount $30,000,000.00
-------------------------------------------------------------------------------- ---------------
Total Initial Invested Amount $500,000,000.00
Class A Invested Amount $470,000,000.00
Class B Invested Amount $30,000,000.00
-------------------------------------------------------------------------------- ---------------
Total Invested Amount $500,000,000.00
Weighted Average Floating Allocation Percentage for 1997 77.8698%
Weighted Average Principal Allocation Percentage for 1997 77.8698%
Servicer Interchange Amount $5,000,000.00
Total Servicing Fee $5,000,000.00
-------------------------------------------------------------------------------- ---------------
Total Servicing Compensation $10,000,000.00
Investor Default Amount $24,293,156.01
CLASS A AVAILABLE FUNDS
Class A Floating Percentage 94.00%
Class A Finance Charge Collections $79,109,118.07
Other Amounts $0.00 <PAGE>
Total Class A Available Funds $79,109,118.07
Class A Interest $27,745,209.46
Class A Servicing Fee $4,700,000.00
Class A Investor Default Amount $22,835,566.39
Total Class A Excess Spread $23,828,342.18
Required Amount $0.00
CLASS B AVAILABLE FUNDS
Class B Floating Percentage 6.00%
Class B Finance Charge Collections $5,049,518.16
Other Amounts $0.00
Total Class B Available Funds $5,049,518.16
Class B Interest $1,807,470.83
Class B Servicing Fee $300,000.00
Class B Investor Default Amount $1,457,589.36
Total Class B Excess Spread $1,484,457.97
Total Class B Items $0.00
EXCESS SPREAD
Total Excess Spread $25,312,800.15
Excess Spread Applied to the Required Amount $0.00
Excess Spread Applied to Class A Investor Charge-Offs $0.00
Excess Spread Applied to Class B Items $0.00
Excess Spread Applied to Class B Investor Charge-Offs $0.00
Excess Spread Applied to Cash Collateral Account $0.00
Excess Spread Applied to Cash Collateral Fee $172,614.59
Excess Spread Applied to other amounts required under the Loan Agmt $0.00
Total Excess Spread Eligible for Group 1 $25,140,185.56
SERIES 1995-1 EXCESS FINANCE CHARGE COLLECTIONS
Excess Finance Charge Collections Allocated to Series 1995-1 $0.00
Excess Finance Charge Collections Applied to the Required Amount $0.00
Excess Finance Charge Collections Applied to Class A Investor Charge-Offs $0.00
Excess Finance Charge Collections Applied to Class B Items $0.00
Excess Finance Charge Collections Applied to Class B Investor Charge-Offs $0.00
Excess Finance Charge Collections Applied to Cash Collateral Account $0.00
Excess Finance Charge Collections Applied to Cash Collateral Fee $0.00
Excess Finance Charge Collections Applied to other amounts owed Cash
Collateral Depositor $0.00
Total Excess Finance Charge Collections Eligible for Group 1 $0.00
YIELD AND BASE RATE
Base Rate (Average for 1997) 6.8119%
Portfolio Yield (Average for 1997) 12.0724%
PRINCIPAL COLLECTIONS
Class A Principal Percentage 94.00%
Class A Principal Collections $826,350,799.04
Class B Principal Percentage 6.00%
<PAGE>
Class B Principal Collections $52,745,795.70
Total Principal Collections $879,096,594.74
Reallocated Principal Collections $0.00
Shared Principal Collections Allocable from other Series $0.00
CLASS A AMORTIZATION
Controlled Amortization Amount $0.00
Deficit Controlled Amortization Amount $0.00
Controlled Distribution Amount $0.00
CLASS B AMORTIZATION
Controlled Amortization Amount $0.00
Deficit Controlled Amortization Amount $0.00
Controlled Distribution Amount $0.00
INVESTOR CHARGE-OFFS
Class A Investor Charge-Offs $0.00
Class B Investor Charge-Offs $0.00
Previous Class A Charge-Offs Reimbursed $0.00
Previous Class B Charge-Offs Reimbursed $0.00
CASH COLLATERAL ACCOUNT
Required Cash Collateral Amount $32,500,000.00
Available Cash Collateral Amount $32,500,000.00
FIRST OF AMERICA BANK, N.A.,
as Seller and Servicer
By: FIRST OF AMERICA BANK CORPORATION
as Authorized Agent
By: /S/ JENNIFER D. COX
Name: Jennifer D. Cox
Title: Servicing Officer
/TABLE
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