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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 YEAR ENDED: COMMISSION FILE NUMBER:
August 30, 1998 33-89380-01
MERCANTILE BANK NATIONAL ASSOCIATION
on behalf of MERCANTILE CREDIT CARD MASTER TRUST
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(Exact name of registrant as specified in its charter)
United States of America 37-0152681
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
140 West Hawthorne
Hartford, Illinois 62048
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(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 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 letter dated May 15, 1995,
and July 6, 1995, the Originator made application pursuant to Section 12(b)
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(b), Originator is not required to respond to
various items of the Form 10-K. Such items are designated herein as "Not
Applicable".
PART I
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ITEM 1. BUSINESS
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Not Applicable
ITEM 2. PROPERTIES
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Not Applicable
ITEM 3. LEGAL PROCEEDINGS
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
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None
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- ------- STOCKHOLDER MATTERS.
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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").
ITEM 6. SELECTED FINANCIAL DATA
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Not Applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------- CONDITION AND RESULTS OF OPERATIONS.
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Not Applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
- ------- ACCOUNTING AND FINANCIAL DISCLOSURE
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None
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
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Not Applicable
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PART III
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- -------- MANAGEMENT
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(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, 1998, Cede & Co. is the
sole holder of records 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, 1998, 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:
<TABLE>
<CAPTION>
Title Aggregate Amount Percentage
Of Class of Certificate of Ownership
-------- ---------------- ------------
<S> <C> <C> <C>
Series 1995-1
Class A
SWISS America $60,000,000 18.52%
Bank of New York $50,000,000 15.43%
Chase Manhattan $48,760,000 15.04%
Bankers Trust $39,500,000 12.19%
Citibank $33,790,000 10.43%
Boston Safe $32,200,000 9.94%
Republic Bank Investments $27,000,000 8.33%
Class B
NBD Municipal $15,000,000 37.50%
Boston Safe $10,000,000 25.00%
Chase Manhattan $10,000,000 25.00%
SSB $ 5,000,000 12.50%
</TABLE>
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The address of each of the above participants is:
c/o The Depository Trust Company
7 Hanover Square
23rd floor, Proxy Department
New York, New York 10004
(b) Not Applicable
(c) Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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None
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
- -------- ON FORM 8-K
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(a) The following documents are filed as part of this Report:
3. Exhibits
19.1 Independent Auditors' Report and Management Report with
respect to Compliance with the Servicing Requirements of
the Mercantile Credit Card Master Trust Pooling and
Servicing Agreement and applicable provisions of the
Series 1995-1 Supplement.
19.2 Independent Auditors' Report and Management Report with
respect to Compliance with the Article III, Section
3.04(b) of the Mercantile Credit Card Master Trust Pooling
and Servicing Agreement and applicable provisions of the
Series 1995-1 Supplement.
19.3 Annual Statement of Mercantile Bank National Association
dated as of September 25, 1998.
The Annual Report for calendar year 1998 is not required to be
delivered until January 31, 1999.
During the year ended August 30, 1998, twelve reports on Form 8-K were
filed with respect to the Trust. Such reports were dated September 16,1997;
October 20, 1997; November 19, 1997; December 16, 1997; January 21, 1998;
February 19, 1998; March 18, 1998; April 17, 1998; May 18, 1998; June 18,
1998; July 20, 1998; and August 18, 1998; and each report reported the
following item:
Item 5. Other Events.
(a) See Item 14(a) 3. Above.
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SIGNATURES
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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.
Mercantile Bank National Association,
as Originator of the Trust
Date: November 25, 1998
By: /s/ Keith Roever
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Keith Roever
President
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
PAGE
<C> <S> <C>
19.1 Independent Auditors' Report with respect to Compliance with the
Servicing Requirements of the Mercantile Credit Card Master Trust
Pooling and Servicing Agreement and applicable provisions of the
Series 1995-1 Supplement. 8
19.2 Independent Auditors' Report with respect with respect to Compliance
With Article III Section 3.04(b) of the Mercantile Credit Card Master
Trust Pooling and Servicing Agreement and applicable provisions of the
Series 1995-1 Supplement. 10
19.3 Annual Statement of Mercantile Bank National Association dated as of
September 25, 1998. 12
</TABLE>
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EX-19.1
Independent Auditors' Report
Independent Auditors' Report - Attestation on Management's Assertion
About Compliance With the Servicing Requirements of the
Mercantile Credit Card Master Trust Pooling and Servicing Agreement
and Applicable Provisions of the Series 1995-1 Supplement
---------------------------------------------------------
Mercantile Credit Card Master Trust
c/o Chase Manhattan Bank, as Trustee
Mercantile Bank National Association, as Servicer:
We have examined the accompanying assertion made by management on Mercantile
Bank National Association's (MBNA) compliance, as servicer, 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 Series 1995-1 Supplement, among
MBNA, as seller and servicer, and Chase Manhattan Bank (formerly Chemical
Bank), as Trustee (collectively, the Agreement), for the year ended August
30, 1998. Management is responsible for MBNA's compliance with the
aforementioned sections and applicable supplemental revisions of the
Agreement. Our responsibility is to express an opinion on management's
assertion about MBNA'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 MBNA's compliance with the
aforementioned sections and applicable supplemental provisions 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 MBNA's compliance with those sections.
In our opinion, management's assertion that MBNA was in compliance with the
aforementioned sections and applicable supplemental provisions of the
Agreement for the year ended August 30, 1998 is fairly stated, in all
material respects.
September 25, 1998
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Management Report on Mercantile Bank 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 National Association (MBNA), 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 Series 1995-1 Supplement, between MBNA, as seller and servicer, and Chase
Manhattan Bank (formerly Chemical Bank), as trustee (collectively, the
Agreement).
Management has performed an evaluation of MBNA's compliance with the
aforementioned sections and applicable supplemental provisions of the
Agreement for the year ended August 30, 1998. Based upon this evaluation,
management believes that, for the year ended August 30, 1998, MBNA, as
servicer, was materially in compliance with the aforementioned sections and
applicable supplemental provisions of the Agreement.
/s/ Keith Roever
-------------------------
Keith Roever
President
September 25, 1998
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EX-19.2
Independent Auditors' Report
Independent Auditors' 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
and Applicable Provisions of the Series 1995-1 Supplement
---------------------------------------------------------
Mercantile Credit Card Master Trust
c/o Chase Manhattan Bank, as Trustee
Mercantile Bank National Association, as Servicer:
We have examined the accompanying assertion made by management on Mercantile
Bank National Association's (MBNA) 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 Series 1995-1 Supplement, between
MBNA, as seller and servicer, and Chase Manhattan Bank (formerly Chemical
Bank), as Trustee (collectively, the Agreement), for the year ended August
30, 1998. Management is responsible for MBNA's compliance with the
requirements for preparation of the Monthly Servicer Certificates in
accordance with Article III, Section 3.04 (b) and applicable supplemental
provisions of the Agreement. Our responsibility is to express an opinion on
management's assertion about MBNA'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 MBNA's compliance with the
aforementioned section and applicable supplemental provisions 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 MBNA's compliance with that section.
In our opinion, management's assertion that MBNA was in compliance with the
requirements for preparation of the Monthly Servicer Certificates in
accordance with Article III, Section 3.04 (b) and applicable supplemental
provisions of the Agreement for the year ended August 30, 1998, is fairly
stated, in all material respects.
September 25, 1998
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Management Report on Mercantile Bank 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 National Association (MBNA), as servicer, is
responsible for 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, and the applicable provisions of the Series 1995-1 Supplement between
MBNA, as seller and servicer, and Chase Manhattan Bank (formerly Chemical
Bank), as trustee (collectively, the Agreement).
Management has performed an evaluation of MBNA's compliance with the
requirements for preparation of the Monthly Servicer Certificates in
accordance with Article III, Section 3.04 (b) and applicable supplemental
provisions of the Agreement for the year ended August 30, 1998. Based upon
this evaluation, management believes that, for the year ended August 30,
1998, MBNA, 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) and applicable supplemental provisions of the
Agreement.
/s/ Keith A. Roever
--------------------------
Keith A. Roever
President
September 25, 1998
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EX-19.3
Annual Statement
Mercantile Bank National Association
Mercantile Credit Card Master Trust
-----------------------------------
The undersigned, a duly authorized representative of Mercantile Bank
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, 1998, 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.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this 25th day of September, 1998.
MERCANTILE BANK NATIONAL
ASSOCIATION, Servicer
By:
/s/ Keith Roever
--------------------------
Keith Roever
President
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