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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 No.: 33-88076
FIRST OF AMERICA CREDIT CARD MASTER TRUST
(Exact name of registrant as specified in charter)
UNITED STATES
(State or other jurisdiction of
Identification incorporation)
34-0420310
(I.R.S. Employer Identification No.)
NATIONAL CITY CENTER
1900 EAST NINTH STREET
CLEVELAND, OHIO
(Address of principal executive offices)
44114-3484
(Zip Code)
(216) 575-2000
(Registrant's telephone number, including area code)
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 requirement 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, 1998 was approximately $500 million.
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INTRODUCTORY NOTE
National City Bank is the Seller and Servicer under a Pooling and Servicing
Agreement dated June 1, 1995, as amended (the "Agreement") among the Seller and
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"). National City Bank is
also successor-in-interest to National City Bank of Michigan/Illinois (formerly
known as First of America Bank, N.A.) the Co-Originator of 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). National City Bank, as successor-in-interest to the
Co-Originator of the Trust, has prepared on behalf of the Registrant, this
Annual Report on Form 10-K in reliance upon various no action letters issued
by the Securities and Exchange Commission (the "Commission"). Items designated
herein as "Not Applicable" have been omitted as a result of this reliance.
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PART I
Item 1. BUSINESS.
Not Applicable.
Item 2. PROPERTIES.
Not Applicable.
Item 3. LEGAL PROCEEDINGS.
The Registrant is not aware of any material pending legal proceedings
involving either itself, the Seller/Servicer, or the Trustee 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, 1998.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
To the best knowledge of the Registrant, 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.
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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 Registrant 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.
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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:
Exhibit 99A: Annual Certificateholders' Statement for the year
ended December 31, 1997.
Exhibit 99B: Annual Servicing Report in the form of Independent
Accountants' Report on Applying Agreed-Upon Procedures prepared
by Ernst & Young LLP.
(b) National City Bank on behalf of the Registrant filed the
following current reports on Form 8-K for the fourth quarter of
1998.
DATE OF REPORT ITEMS COVERED
October 12, 1998 Item 7-Monthly Certificateholders'
November 11, 1998 Statement with respect to distributions
December 11, 1998 made on October 15, 1998, November 16,
1998 and December 15, 1998.
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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 behalf of the First of America Credit Card Master Trust by the undersigned,
thereunto duly authorized.
Date: March 31, 1999 By: /s/ William F. Smith
Name: William F. Smith
Title: Administrative Trustee
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EXHIBIT 99A
CERTIFICATEHOLDER'S STATEMENT FOR YEAR ENDING DECEMBER 31, 1998
First of America Credit Card Master Trust Series 1995-1
Pursuant to the Pooling and Servicing Agreement dated as of June 1,
1995, as amended (the "Agreement"), as supplemented by the Series 1995-1
Supplement (the "Series 1995-1 Supplement"), among National City Bank,
as Seller and Servicer; and the Bank of New York, as Trustee, National
City Bank as Servicer is required to prepare certain information each
year regarding current 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, 1998, and with
respect to the performance of the Trust during 1998 is set forth below.
Certain of the 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.
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<TABLE>
<S> <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 $58.4214767
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 $58.4214767
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 $59.6381434
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 $59.6381434
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 $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
</TABLE>
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<TABLE>
<CAPTION>
RECEIVABLES
<S> <C>
Beginning of the Year Principal Receivables $672,688,401.47
Beginning of the Year Finance Charge Receivables $ 9,207,248.55
------------------------------------------------- ----------------
Beginning of the Year Total Receivables $681,895,650.32
Removed Principal Receivables $ 0.00
Removed Finance Charge Receivables $ 0.00
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Removed Total Receivables $ 0.00
Additional Principal Receivables $ 0.00
Additional Finance Charge Receivables $ 0.00
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Additional Total Receivables $ 0.00
End of the Year Principal Receivables $538,427,397.64
End of the Year Finance Charge Receivables $ 8,875,414.15
------------------------------------------------- ----------------
End of the Year Total Receivables $547,302,811.79
Special Funding Account Balance $ 0.00
Aggregate Invested Amount (all Master Trust Series) $500,000,000.00
End of Year Seller Amount $ 38,427,397.64
End of Year Seller Percentage 7.69%
DELINQUENCIES AND LOSSES
Total end of the Year Delinquencies RECEIVABLES
---------------
30 - 59 Days Delinquent $ 9,781,353.89
60 - 89 Days Delinquent $ 7,407,233.81
90+ Days Delinquent $ 4,702,074.71
---------------
Total 30+ Days Delinquent $ 21,890,662.41
Defaulted Amounts During the Year $ 32,473,436.07
INVESTED AMOUNTS
Class A Initial Invested Amount $470,000,000.00
Class B Initial Invested Amount $ 30,000,000.00
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Total Initial Invested Amount $500,000,000.00
Class A Invested Amount $470,000,000.00
Class B Invested Amount $ 30,000,000.00
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Total Invested Amount $500,000,000.00
Weighted Average Floating Allocation
Percentage for 1998 84.3453%
Weighted Average Principal Allocation
Percentage for 1998 84.3453%
Servicer Interchange Amount $ 5,000,000.00
Total Servicing Fee $ 5,000,000.00
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Total Servicing Compensation $ 10,000,000.00
Investor Default Amount $ 27,331,272.17
CLASS A AVAILABLE FUNDS
Class A Floating Percentage 94.00%
Class A Finance Charge Collections $ 84,447,222.78
Other Amounts $ 0.00
Total Class A Available Funds $ 84,447,222.78
Class A Interest $ 27,458,094.03
Class A Servicing Fee $ 4,700,000.00
Class A Investor Default Amount $ 25,691,396.58
Total Class A Excess Spread $ 26,597,732.13
Required Amount $ 0.00
CLASS B AVAILABLE FUNDS
Class B Floating Percentage 6.00%
Class B Finance Charge Collections $ 5,390,248.27
Other Amounts $ 0.00
Total Class B Available Funds $ 5,390,248.27
Class B Interest $ 1,789,144.32
Class B Servicing Fee $ 300,000.00
Class B Investor Default Amount $ 1,639,876.38
Total Class B Excess Spread $ 1,661,227.57
Total Class B Items $ 0.00
</TABLE>
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<TABLE>
<CAPTION>
EXCESS SPREAD
<S> <C>
Total Excess Spread $28,258,959.70
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 $172,614.58
Excess Spread Applied to other amounts required under the Loan Agmt $0.00
Total Excess Spread Eligible for Group 1 $28,086,345.12
SERIES 1995-1 EXCESS FINANCE CHARGE COLLECTIONS
Excess Finance Charge Collections Allocated to Series 1995-1
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 $0.00
Collateral Depositor $0.00
Total Excess Finance Charge Collections Eligible for Group 1 $0.00
YIELD AND BASE RATE
Average Base Rate for 1998 6.8057%
Average Portfolio Yield for 1998 12.0412%
PRINCIPAL COLLECTIONS
Class A Principal Percentage 94.00%
Class A Principal Collections $ 875,302,909.12
Class B Principal Percentage 6.00%
Class B Principal Collections $ 55,870,398.44
Total Principal Collections $ 931,173,307.56
Reallocated Principal Collections $ 0.00
Shared Principal Collections Allocable from other Series $ 0.00
</TABLE>
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<TABLE>
<CAPTION>
CLASS A AMORTIZATION
<S> <C>
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
</TABLE>
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EXHIBIT 99B
Report on Applying Agreed-Upon Procedures of Independent Accountants
National City Corporation
Cleveland, Ohio
The Bank of New York
New York, New York
We have performed the procedures enumerated below, which were agreed to by the
management of National City Corporation (National City) and The Bank of New
York, solely to assist you in evaluating the servicing of certain credit card
receivables during the period January 1, 1998, through December 31, 1998, for
compliance with the terms and conditions set forth in the Pooling and Servicing
Agreement, as amended (the "Agreement") dated June 1, 1995, as supplemented by
the Series 1995-1 Supplement (the "Supplement"), for the First of America Credit
Card Master Trust (the "Trust") among National City Bank, as Seller and
Servicer, and The Bank of New York, as Trustee. The credit card receivables are
identified in Schedule 1 of the Agreement.
We performed the following agreed-upon procedures (unless otherwise indicated,
the capitalized terms have the meanings set forth in the Agreement):
1. We obtained the monthly certificateholder's statement for the collection
period January 1, 1998, to December 31, 1998, from the management of
National City from the monthly certificateholder's statement, we agreed
amounts per the statement to system-generated reports and/or documents
received from The Bank of New York or The Union Bank of Switzerland that
were the source of such amounts. For the percentages presented in the
monthly certificateholder's statement, we recalculated the percentage based
upon the formula provided in the Agreement and the amounts obtained from
the source document.
In three instances, the three month average of the base rate or portfolio
yield were incorrectly reported. No other exceptions were noted.
2. We inquired of National City management as to whether the collection and
charge off of payments are in accordance with National City's customary and
usual servicing procedures.
National City management indicated in the affirmative.
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3. For expenses incurred in connection with the Trust and the related
servicing activities, we inquired of National City management that
National City paid all expenses in 1998 out of their own funds,
without reimbursement from the Trust.
National City management indicated that National City paid such expenses
without reimbursement from the Trust.
4. We obtained the monthly certificateholder's statements for the year from
National City management. We compared the monthly servicing fee per the
statements to source documentation and determined the monthly servicing
fee was based on the product of (a) the weighted average servicing fee
rates and (b) the amount of principal receivable on the last day of the
prior Monthly Period.
No exceptions were noted.
5. We inquired of National City management that not later than the third
business day preceding each distribution date during 1998, National City
delivered to the Trustee, Paying Agent, each Rating Agency and each Series
Enhancer, a certificate in substantially the form set forth in the
Supplement.
National City indicated that such certificates were delivered timely.
6. For adjustments downward of any Principal Receivable in 1998, we inquired
of National City management to determine that the amount of Principal
Receivables are reduced by the amount of the required adjustment in
calculating the Seller Amount, the Seller Interest, the Floating
Allocation Percentage and the Principal Allocation Percentage.
Additionally, we inquired of National City management to determine
adjustments are made on or prior to the end of the Monthly Period in which
such adjustment obligation arises.
National City management indicated in the affirmative.
7. We obtained the deposit account statement for the Collection Account for
each month during 1998 to determine the monthly deposit was made in
immediately available funds no later than 12:00 noon, New York City, New
York time, on the related Transfer Date for each month. Additionally, to
determine the aggregate amount of required Collections was deposited, we
agreed the amount deposited per the deposit account statement to
system-generated reports identifying the required amount for the monthly
deposits for each month during 1998. We also identified that each account
bears a designation clearly indicating that the funds deposited therein
are held for the benefit of the Certificateholders.
No exceptions were noted.
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8. We recalculated the monthly allocation of the Collections of Finance
Charge Receivables, Defaulted Amount and Collections of Principal
Receivable for each month during 1998, to determine amounts were
calculated in accordance with Section 4.03(b) of the Agreement. We
recalculated such allocations based upon system-generated reports which
represent the source of such amounts.
No exceptions were noted.
9. We inquired of National City management of the processes of allocating
shared principal collections, pro rata, to each investor, in proportion to
the principal shortfall and allocating the Excess Finance Charge
Collections, pro rata, in proportion to the Finance Charge Shortfalls, if
any, to determine compliance with Sections 4.04 and 4.05, respectively, of
the Agreement.
National City management indicated this process is not applicable to
National City as of and for the year ended December 31, 1998.
10. We inquired of National City management to determine the extent that the
Servicer established an Eligible Deposit Account as a prefunding account
to determine compliance with Section 4.06 of the Agreement.
National City management indicated the Servicer has not established an
Eligible Deposit Account as of and for the year ended December 31, 1998.
11. We recalculated the Servicer's calculation of interchange and recoveries
for one month during the period, April 1998, by using source documentation
to determine amounts were calculated in accordance with the Section 4.07
of the Agreement.
No exceptions were noted.
12. We inquired of National City management that the methodology utilized to
identify securitized receivables on their system provided, in the computer
files, a clear and unambiguous indication that the securitized receivable
accounts have been conveyed for the benefit of investors.
National City indicated in the affirmative.
13. We inquired of National City management to determine if there have been
any amendments made to the Agreement during the year and determined the
impact on the performance of these agreed-upon procedures, if applicable.
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National City management indicated there were no amendments made to the
Agreement during the year ended December 31, 1998, and therefore, no
impact on the performance of the agreed-upon procedures as of and for the
period then ended.
Our engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the responsibility of
the specified users of the report. Consequently, we make no representation
regarding the sufficiency of the procedures either for the purpose for which
this report is being prepared or for any other purpose.
We were not engaged to, and did not perform an examination, the objective of
which would be the expression of an opinion on the servicing of certain credit
card receivables. Accordingly, we do not express such an opinion. Had we
performed additional procedures, other matters might have come to our attention
that would have been reported to you.
Our report is intended solely for the use of National City and The Bank of New
York and should not be used by those who have not agreed to the procedures and
taken responsibility for the sufficiency of the procedures for their purposes.
March 15, 1999
/s/ Ernst & Young LLP
