-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqWn/uICnUc0ReQMrvkdvVGp5BI/pnIVRQjvTqNysGjPlmMsB3eKbrJSbfHshpEa xeLbNoe7RKRBlfaqRt7bAQ== 0000950133-97-001054.txt : 19970328 0000950133-97-001054.hdr.sgml : 19970328 ACCESSION NUMBER: 0000950133-97-001054 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION NATIONAL BANK OF GEORGIA \ CENTRAL INDEX KEY: 0001002711 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 581051808 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28014 FILM NUMBER: 97565759 BUSINESS ADDRESS: STREET 1: 1525 WEST W T HARRIS BLVD NC 1042 CITY: CHARLOTTE STATE: NC ZIP: 28262 BUSINESS PHONE: 4048277350 MAIL ADDRESS: STREET 1: 1525 WEST W T HARRIS BLVD STREET 2: NC 1042 CITY: CHARLOTTE STATE: NC ZIP: 28262 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION MASTER CREDIT CARD TRUST CENTRAL INDEX KEY: 0001021388 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-98546-01 FILM NUMBER: 97565760 BUSINESS ADDRESS: STREET 1: 999 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048277350 MAIL ADDRESS: STREET 1: 999 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30309 10-K 1 FORM 10-K FOR FIRST UNION BANK OF GEORGIA 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K FOR ANNUAL AND TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ___________ Commission File Number 33-98546 First Union National Bank of Georgia ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) on Behalf of the First Union Master Credit Card Trust United States 58-1051808 - -------------------------------------- ---------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION) IDENTIFICATION) 999 Peachtree Street Atlanta, Georgia 30309 ------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (404) 827-7350 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Class A Series 1996-1 Floating Rate Asset Backed Certificates Class B Series 1996-1 Floating Rate Asset Backed Certificates Class A Series 1996-2 Floating Rate Asset Backed Certificates Class B Series 1996-2 Floating Rate Asset Backed Certificates - -------------------------------------------------------------------------------- (Title of class) 2 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 and 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 ----------- ---------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 3 PART I Items 1. Business. Not Applicable. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. Not Applicable. Item 4. Submission of Matters to a vote of Security-Holders. Not Applicable. PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters. The certificates representing investors' interests in the First Union Master Credit Card Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company. 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. Not Applicable. PART III Item 10. Directors and Executive Officers of the Registrant. Not Applicable. 2 4 Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) the Certificates of each Class of Series representing investors' interests in the First Union Master Credit Card Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the First Union Master Credit Card 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 Certificates, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 1996. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1996, the following direct DTC participants held positions in the Certificates representing interests in the First Union Master Credit Card Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Class of each Series outstanding on that date:
SERIES 1996-1 Participant Quantity Percentage ----------- -------- ---------- Class A Bankers Trust Company $58,000,000 6% Bear Stearns Securities Corp. $328,000,000 36% Chase Manhattan Bank $129,000,000 14% Northern Trust Company $62,500,000 7% Provident Bank $50,000,000 5% Swiss American Securities, Inc. $100,000,000 11% Swiss Bank Corporation, New $50,000,000 5% York Branch Class B Swiss American Securities, Inc. $75,273,000 100%
3 5
SERIES 1996-2 Participant Quantity Percentage ----------- -------- ---------- Class A Bankers Trust Company $64,000,000 21% BHF Securities Corporation $15,000,000 5% Boston Safe Deposit and $45,000,000 15% Trust Co. Chase Manhattan Bank $80,500,000 27% Chase Manhattan Bank Trust $15,000,000 5% Co. of Califorina Northern Trust Company $26,250,000 9% Class B Chase Manhattan Bank $24,546,000 100%
The address of each above participant is: c/o The Depository Trust Company 55 Water Street New York, New York 10041 (b) Not Applicable. (c) Not Applicable. Item 13. Certain Relationships and Related Transactions. Not Applicable. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following documents are filed as part of this report. 1. Not Applicable 2. Not Applicable 3. Exhibits. 99.1 Annual Servicer's Certificate dated March 24, 1997. (b) The following three (3) reports on Form 8-K were filed by the registrant during the quarter ending December 31, 1996: 1. Form 8-K, dated September 16, 1996 filed October 3, 1996. (Item 5) 2. Form 8-K, dated October 15, 1996 filed on October 30, 1996. (Item 5) (c) See Item 14(a)(3) above (d) Not Applicable 4 6 3. Form 8-K, dated November 15, 1996 filed on November 27, 1996. (Item 5) 5 7 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 hereunto duly authorized. FIRST UNION NATIONAL BANK OF GEORGIA, as Servicer on Behalf of the First Union Master Credit Card Trust. By: /s/ James H. Gilbraith II --------------------------- Name: James H. Gilbraith II Title: Managing Director Securitization & Structured Finance 6 EX-99.1 2 FORM OF ANNUAL SERVICER'S CERTIFICATE 1 Exhibit 99.1 7 2 ANNUAL SERVICER'S CERTIFICATE FIRST UNION NATIONAL BANK OF GEORGIA FIRST UNION MASTER CREDIT CARD TRUST The undersigned, a duly authorized representative of First Union National Bank of Georgia ("First Union"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of September 29, 1995 (the Pooling and Servicing Agreement") by and between First Union and the Bank of New York, as trustee (the "Trustee") does hereby certify that: 1. First Union is Servicer under the Pooling and Servicing Agreement 2. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee. 3. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement. 4. A review of the activities of the Servicer during the 12 month period ended March 31, 1997 was conducted under the supervision of the undersigned. 5. Based on such review, the Servicer has, to the best of the knowledge of the undersigned, fully performed all its obligations under the Pooling and Servicing Agreement throughout such period and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 6 below. 6. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Pooling and Servicing Agreement, including any Supplement, known to the undersigned to have been made during such period 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: NONE IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 31st day of March, 1997. /s/ JAMES H. GILBRAITH, II ----------------------------------- Name: James H. Gilbraith, II Title: Managing Director Securitization & Structured Finance -----END PRIVACY-ENHANCED MESSAGE-----