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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: COMMISSION FILE NUMBER:
August 30, 1996 33-89380-01
MERCANTILE BANK OF ILLINOIS NATIONAL ASSOCIATION,
on behalf of MERCANTILE CREDIT CARD MASTER TRUST
------------------------------------------------
(Exact name of registrant as specified in its charter)
United States of America 37-0152681
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
140 West Hawthorne
Hartford, Illinois 62048
------------------------
(Address of principal executive offices) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (618) 251-2035
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Mercantile Credit Card Master Trust Class A Floating Rate Credit Card
Participation Certificates, Series 1995-1, and Class B Floating Rate
Credit Card Participation Certificates, Series 1995-1
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) 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) BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.
Yes x No
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State the aggregate market value of the voting stock held by non-affiliates
of the Registrant.
The Registrant has no voting stock or class of common stock outstanding as of
the date of this report.
INTRODUCTORY NOTE
-----------------
Mercantile Bank of Illinois National Association (the "Originator"), the
originator of the Mercantile Credit Card Master Trust (referred to herein as
the "Registrant" or the "Trust"), is the originator, seller, and servicer
under the Pooling and Servicing Agreement (the "Agreement"), dated May 17,
1995, and the Series 1995-1 Supplement dated May 17, 1995, by and between the
Originator and The Chase Manhattan Bank (the successor-by-merger to Chemical
Bank), as the trustee (the "Trustee"), providing for the issuance of the
Mercantile Credit Card Master Trust Class A Floating Rate Credit Card
Participation Certificates, Series 1995-1, and Class B Floating Rate Credit
Card Participation Certificates, Series 1995-1 (collectively, the
"Certificates"). The Certificates represent obligations of, and interests
in, the Registrant and do not represent obligations of, or any interest in,
the Originator. On behalf of the Registrant, by letters dated May 15, 1995,
and July 6, 1995, the Originator made application pursuant to Section 12(h)
of the Securities Exchange Act of 1934 for an exemption from certain
reporting requirements. Pursuant to the Response of the Office of Chief
Counsel Division of Corporate Finance of the Securities and Exchange
Commission dated August 23, 1995, granting Originator's request for such
exemption pursuant to Section 12(h), Originator is not required to respond to
various items of Form 10-K. Such items are designated herein as "Not
Applicable".
PART I
------
ITEM 1. BUSINESS
- ------- --------
Not Applicable
ITEM 2. PROPERTIES
- ------- ----------
Not Applicable
ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------- ----------------------------------------------------
None
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PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
- ------- AND RELATED STOCKHOLDER MATTERS.
--------------------------------
The Certificates representing investors' interests in the Trust
are represented by certificates registered in the name of Cede &
Co., the nominee of The Depository Trust Company ("DTC").
To the best knowledge of the Registrant, there is no established
public trading market for the Certificates.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
Not Applicable
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
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
Not Applicable
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PART III
--------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
- -------- BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
(a) The Certificates of each class of each series representing
investors' interests in the Trust are represented by Certificates
registered in the name of Cede & Co., the nominee of the DTC, 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, as of the Registrant's fiscal year end,
August 30, 1996, Cede & Co. is the sole holder of record of
Certificates. Cede & Co. holds the Certificates on behalf of
brokers, dealers, banks and other direct participants in the DTC
system. Direct DTC participants may own Certificates for their own
accounts or hold them for the accounts of their customers. As of
August 30, 1996, the following direct DTC participants held positions
in Certificates representing interests in the Trust equal to or
exceeding 5% of the total principal amount of the Certificates of
each class of each series outstanding on that date:
Title Aggregate Amount Percentage
of Class of Certificate of Ownership
-------- -------------- ------------
Series 1995-1
Class A
Bank of New York $ 20,000,000 6.17%
Bankers Trust Company 41,700,000 12.87
Morgan Guaranty Trust 113,850,000 35.14
Co. of New York
Republic National 27,000,000 8.33
Bank of New York
Investment Account
Swiss American 60,000,000 18.52
Securities Inc.
Class B
First National Bank $15,000,000 37.50%
of Chicago
Morgan Stanley & Co. 20,000,000 50.00
State Street Bank/ 5,000,000 12.50
Custodian
The address of each of the above participants is:
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not Applicable
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(c) Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
None
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT
- -------- SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------
(a) The following documents are filed as part of this Report:
3. Exhibits
19.1 Independent Auditor's Report with respect to Compliance
with the Servicing Requirements of the Mercantile Credit
Card Master Trust Pooling and Servicing Agreement and
Series 1995-1 Supplement.
19.2 Independent Auditor's Report with respect to Compliance
with the Article III, Section 3.04(b) of the Mercantile
Credit Card Master Trust Pooling and Servicing Agreement.
19.3 Annual Statement of Mercantile Bank of Illinois National
Association dated as of November 25, 1996.
The Annual Report for calendar year 1996 is not required to be
delivered until January 31, 1997.
(b) During the quarter ended August 30, 1996, three reports on Form 8-K were
filed with respect to the Trust. Such reports were dated June 13, 1996;
July 10, 1996; and August 13, 1996; and each report reported the following
item:
Item 5. Other Events
(c) See Item 14(a) 3. above.
5
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Mercantile Bank of Illinois
National Association, as Originator
of the Trust
Date: November 27, 1996 By: /s/ Kenneth E. Schutte
----------------------------------
Name: Kenneth E. Schutte
Title: Executive Vice President
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
- -------
<C> <S>
19.1 Independent Auditor's Report with respect to Compliance
with the Servicing Requirements of the Mercantile Credit
Card Master Trust Pooling and Servicing Agreement and
Series 1995-1 Supplement.
19.2 Independent Auditor's Report with respect to Compliance
with the Article III, Section 3.04(b) of the Mercantile
Credit Card Master Trust Pooling and Servicing Agreement.
19.3 Annual Statement of Mercantile Bank of Illinois National
Association dated as of November 25, 1996.
</TABLE>
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Independent Auditor's Report - Attestation on Management's Assertion
About Compliance With the Servicing Requirements of the
Mercantile Credit Card Master Trust Pooling and Servicing Agreement
and Series 1995-1 Supplement
----------------------------
Mercantile Credit Card Master Trust
c/o Chemical Bank, as Trustee
Mercantile Bank of Illinois N.A., as Servicer:
We have examined the accompanying assertion made by management on Mercantile
Bank of Illinois N.A.'s (MBINA) compliance, as servicer, with the servicing
requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09,
and 3.10, Article IV, and Section 8.08 of the Pooling and Servicing Agreement
for the Mercantile Credit Card Master Trust dated as of May 17, 1995, and the
applicable provisions of the Supplement, among MBINA as seller and servicer,
and Chase Manhattan Bank (formerly Chemical Bank), as Trustee, (the "Agreement")
for the year ended August 30, 1996. Management is responsible for MBINA's
compliance with the aforementioned sections of the Agreement. Our
responsibility is to express an opinion on management's assertion about MBINA's
compliance based upon 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 MBINA's compliance with the
aforementioned sections of the Agreement 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 MBINA's compliance with those
sections.
In our opinion, management's assertion that MBINA was in compliance with the
aforementioned sections of the Agreement for the year ended August 30, 1996,
except for the timely delivery of the monthly certificates to each rating
agency, as described in management's report, is fairly stated, in all
material respects.
As described in management's assertions, during the year ended August 30,
1996 management did not deliver the monthly certificates to each rating
agency by the determination date, which is three business days prior to the
distribution date.
October 3, 1996
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Management Report on Mercantile Bank of Illinois National Association's
Compliance, as Servicer, with the Servicing Requirements of the
Mercantile Credit Card Master Trust Pooling and Servicing Agreement
and Series 1995-1 Supplement
----------------------------
Management of Mercantile Bank of Illinois National Association (MBINA), as
Servicer, is responsible for compliance with the servicing requirements in
Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, 3.09, and 3.10, Article
IV, and Section 8.08 of the Pooling and Servicing Agreement for the
Mercantile Credit Card Master Trust dated as of May 17, 1995 and the
applicable provisions of the Supplement, among MBINA, as seller and servicer,
and Chase Manhattan Bank (formerly Chemical Bank), as trustee, (the
"Agreement").
Management has performed an evaluation of MBINA's compliance with the
aforementioned sections of the Agreement for the year ending August 30, 1996.
Based upon this evaluation, management believes that, for the year ending
August 30, 1996, MBINA, as servicer, was materially in compliance with the
aforementioned sections of the Agreement, except for the timely delivery of
the monthly certificates to each rating agency by the determination date,
which is three business days prior to the distribution date.
/s/ Daniel J. Trueman
-----------------------------------
Daniel J. Trueman
Vice President
October 3, 1996
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Independent Auditor's Report - Attestation on Management's Assertion
About Compliance With Article III, Section 3.04 (b) of the
Mercantile Credit Card Master Trust Pooling and Servicing Agreement
-------------------------------------------------------------------
Mercantile Credit Card Master Trust
c/o Chemical Bank, as Trustee
Mercantile Bank of Illinois N.A., as Servicer:
We have examined the accompanying assertion made by management on Mercantile
Bank of Illinois N.A.'s (MBINA) compliance, as servicer, with the
requirements for preparation of the Monthly Servicer Certificates in
accordance with Article III, Section 3.04 (b) of the Pooling and Servicing
Agreement for the Mercantile Credit Card Master Trust dated as of May 17,
1995, and the applicable provisions of the Supplement, among MBINA as seller
and servicer, and Chase Manhattan Bank (formerly Chemical Bank), as Trustee,
(the "Agreement") for the year ended August 30, 1996. Management is
responsible for MBINA's compliance with the requirements for preparation of
the Monthly Servicer Certificates in accordance with Article III, Section
3.04 (b) of the Agreement. Our responsibility is to express an opinion on
management's assertion about MBINA's compliance based upon 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 MBINA's compliance with the
aforementioned provision of the Agreement 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 MBINA's compliance with that
provision.
In our opinion, management's assertion that MBINA was in compliance with the
requirements for preparation of the Monthly Servicer Certificates in
accordance with Article III, Section 3.04 (b) of the Agreement for the year
ended August 30, 1996, except for item number 12 and item number 21 were
incorrect on each Monthly Certificate holder's Statement, is fairly stated,
in all material respects.
As discussed in management's assertion, for the year ended August 30, 1996
item number 12 and item number 21 were incorrect on each Monthly Certificate
holder's Statement.
October 3, 1996
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Management Report on Mercantile Bank of Illinois National Association's
Compliance, as Servicer, with Article III, Section 3.04 (b) of the
Mercantile Credit Card Master Trust Pooling and Servicing Agreement
-------------------------------------------------------------------
Management of Mercantile Bank of Illinois National Association (MBINA), as
Servicer, is responsible for the preparation of the Monthly Servicer
Certificates in compliance with Article III, Section 3.04 (b) of the Pooling
and Servicing Agreement for the Mercantile Credit Card Master Trust dated as
of May 17, 1995, among MBINA, as seller and servicer, and Chase Manhattan
Bank (formerly Chemical Bank), as trustee (the "Agreement").
Management has performed an evaluation of MBINA's compliance with the
requirements for preparation of the Monthly Servicer Certificates in
accordance with Article III, Section 3.04 (b) of the Agreement for the year
ended August 30, 1996. Based upon this evaluation, management believes that,
for the year ended August 30, 1996, MBINA, as servicer, was materially in
compliance with the requirements for preparation of the Monthly Servicer
Certificates in accordance with Article III, Section 3.04 (b) of the
Agreement, except for item number 12 and item number 21 were incorrect on
each Monthly Certificate holder's Statement.
/s/ Daniel J. Trueman
----------------------------------
Daniel J. Trueman
Vice President
October 3, 1996
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MERCANTILE BANK OF ILLINOIS NATIONAL ASSOCIATION
-------------------------------
MERCANTILE CREDIT CARD MASTER TRUST
-------------------------------
The undersigned, a duly authorized representative of Mercantile Bank of
Illinois National Association, as Servicer ("Mercantile"), pursuant to the
Pooling and Servicing Agreement, dated May 17, 1995 (the "Agreement"), among
---------
Mercantile, as Seller and Servicer, and Chase Manhattan Bank (formerly
Chemical Bank), as Trustee, does hereby certify that:
1. Mercantile is, as of the date hereof, the Servicer under the
Agreement. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement
2. The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate
to the Trustee.
3. A review of the activities of the Servicer during the period
ended August 30, 1996, and of its performance under the Agreement
was conducted under my supervision.
4. Based on such review, the Servicer has, to the best of my
knowledge, performed in all material respects its obligations
under the Agreement throughout such year and no default in the
performance of such obligations has occurred or is continuing
except as set forth in paragraph 5 below.
5. The following is a description of each default in the performance
of the Servicer's obligations under the provisions of the
Agreement known to me to have been made by the Servicer during
the period ended August 30, 1996, which sets forth in detail (i)
the nature of each such default, (ii) the action taken by the
Servicer, if any, to remedy each such default and (iii) the
current status of each such default:
- The Monthly Certificates were not filed on Form 8-K with
the SEC on a timely basis. Certificates for August,
September, and October 1995 were all filed as of November
29, 1995.
- The Monthly Certificates were not delivered to the rating
agencies by the Determination Date which is three business
days Prior to the Distribution Date.
- Item number 12 (the aggregate purchases made for the Trust
with respect to the prior monthly period) and item number
21 (The Floating Allocation Percentage during the Monthly
Period) were incorrect on each Monthly Certificate holder's
Statement.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this 3rd day of October, 1996.
MERCANTILE BANK OF ILLINOIS
NATIONAL ASSOCIATION,
Servicer,
By:
/s/ Daniel J. Trueman
-----------------------------
Daniel J. Trueman
Vice President
