10-K 1 bc10k2003.txt BANKCARD 2003 10K UNITED STATES 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: February 28, 2003 Commission file number: 333-32591 FNANB CREDIT CARD MASTER TRUST (Exact name of registrant as specified in its charter) United States 58-1897792 ----------------- ------------------- (State or other (IRS Employer jurisdiction Identification No.) of incorporation) 225 Chastain Meadows Court, Kennesaw, Georgia 30144 ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 770 792-4600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 1 No ------ ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) -------- 1 In reliance upon various no-action letters issued by the Securities and Exchange Commission to other trusts which are substantially similar to the registrant, the registrant has filed monthly Forms 8-K in lieu of Forms 10-Q. See, e.g., Banc One Credit Card Master Trust (avail. May 26, 1995). is not contained herein, and will not be contained, to the best of 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. ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ( ) No (X) Registrant does not have any voting stock. Registrant has not been involved in bankruptcy proceedings during the preceding five years. Registrant is not reporting as a corporate issuer. No documents have been incorporated by reference into this Form 10-K. PART I ------ The FNANB Credit Card Master Trust (the "Trust") was formed pursuant to an Amended and Restated Master Pooling and Servicing Agreement dated as of December 31, 2001 (the "Pooling and Servicing Agreement") among DC Funding International, Inc., as Transferor (in such capacity, the "Transferor"), First North American National Bank ("FNANB"), as Transferor under the Prior Agreement and as Servicer (in such capacity, the "Servicer"), and JPMorgan Chase Bank, as Trustee (successor in such capacity to First Union National Bank) (the "Trustee"). The Trust was created as a master trust under which one or more series of asset backed certificates (the "Certificates") evidencing undivided interests in certain assets of the Trust have been or will be issued pursuant to a series supplement to the Pooling and Servicing Agreement. The assets of the Trust (the "Trust Assets") include receivables (the "Receivables") arising under certain MasterCard and VISA credit card accounts (the "Accounts") owned or acquired by FNANB and all monies due or to become due in payment of the Receivables (including recoveries on charged-off Receivables), certain interchange fees received by FNANB in connection with the Receivables, all monies on deposit in certain bank accounts of the Trust (including, to the extent specified in the related series supplement, investment earnings on such amounts), all proceeds of the foregoing and, with respect to a particular series or class of Certificates, any letter of credit, guaranteed rate agreement, maturity guaranty facility, liquidity facility, cash collateral account, cash collateral guaranty, collateral indebtedness amount, collateral interest, surety bond, insurance policy, interest rate protection agreement, tax protection agreement, spread account, reserve account, subordination arrangement, cross-support feature or other similar arrangement (or any combination of the foregoing) for the benefit of the holders of the Certificates of such series or class. The Trust will not engage in any activity other than acquiring and holding Receivables, issuing one or more series of Certificates and any related interest in the Trust and one or more certificates evidencing the Transferor's interest in the Trust, receiving collections on the Receivables, making payments on the Certificates and engaging in related activities. The Trustee holds the Trust Assets in trust for the benefit of the holders of the Certificates, and the Servicer services the Receivables. As of February 28, 2003, the Trust had four outstanding series of Certificates. On November 19, 1997, the Trust issued in a public transaction the Class A Floating Rate Asset Backed Certificates, Series 1997-2 (the "1997-2 Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1997-2 (the "1997-2 Class B Certificates"). In addition, the Trust issued in private transactions as part of Series 1997-2 an interest referred to as the Collateral Indebtedness Interest and a class of investor certificates referred to as the Class D Certificates. The 1997-2 Class A Certificates were paid in full on November 15, 2002. The 1997-2 Class B Certificates were paid in full on January 15, 2003. On June 1, 2001, the Trust issued in a private transaction the Series 2001-B Variable Funding Certificates. On December 19, 2001, the Trust issued in a private transaction the Series 2001-C Variable Funding Certificates. On July 19 2002, the Trust issued to the Transferor in a private transaction its Collateral Certificate. The Transferor has transferred such Collateral Certificate to the FNANB Credit Card Master Note Trust (the "Note Trust"), and the Note Trust has pledged such Collateral Certificate to secure certain series of asset backed notes issued by the Note Trust. On July 19 2002, the Note Trust issued in a public transaction the Class A Floating Rate Asset Backed Notes, Series 2002-A. In addition, the Note Trust issued in private transactions as part of Series 2002-A a class of notes referred to as the Class B Floating Rate Asset Backed Notes, Series 2002-A. The Trust may issue from time to time additional series of Certificates evidencing undivided interests in the Trust Assets. The registrant has prepared this Form 10-K in reliance upon various no-action letters issued by the Securities and Exchange Commission to other trusts which are substantially similar to the Trust. See, e.g., Banc One Credit Card Master Trust (avail. May 26, 1995). Items designated herein as "Not Applicable" have been omitted as a result of such reliance. Item 1. Business. -------- Not Applicable. Item 2. Properties. ---------- See introductory statement to Part I above for a description of Trust Assets. Item 3. Legal Proceedings. ----------------- None. Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- None. 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. Item 6. Selected Financial Data. ----------------------- Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results ----------------------------------------------------------------------- of Operation. ------------ Not Applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. ---------------------------------------------------------- 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. -------------------------------------------------------------- Not Applicable. Item 13. Certain Relationships and Related Transactions. ---------------------------------------------- None. Item 14. Controls and Procedures. ----------------------- Not Applicable. PART IV ------- Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. ---------------------------------------------------------------- (a) Documents. --------- 1. Financial Statements. Not Applicable. 2. Financial Statement Schedules. Not Applicable. 3. Exhibits. See Item 15(c). (b)Reports on Form 8-K. ------------------- The registrant filed the following Current Reports on Form 8-K with respect to the fiscal year ended February 28, 2003: Current Reports on Form 8-K dated March 15, 2002, April 15, 2002, May 15, 2002, June 17, 2002, July 15, 2002, July 22, 2002, August 6, 2002, August 15, 2002, September 16, 2002, October 15, 2002, October 18, 2002, November 15, 2002, December 16, 2002, January 15, 2003, February 18, 2003, and March 17, 2003 reporting Items 5 and 7(c). (c) Exhibits. --------- Exhibits 99.1 Annual Servicer's Certificate. (d) Financial Statement Schedules. ----------------------------- Not Applicable. 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, thereunto duly authorized. FNANB CREDIT CARD MASTER TRUST By: FIRST NORTH AMERICAN NATIONAL BANK, as Servicer By:/s/ Philip J. Dunn Philip J. Dunn Vice President Dated as of: May 29th, 2003 CERTIFICATION I, Philip J. Dunn, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of FNANB Credit Card Master Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the servicing information required to be provided to the trustee by the servicer under the pooling and servicing agreement is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing agreement and based upon the review required under that agreement, and except as disclosed in the report, the servicer has fulfilled its obligations under that agreement; and 5. I have disclosed to the registrant's certified public accountants all significant deficiencies relating to the servicer's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the pooling and servicing agreement. Date: May 29, 2003 /s/ Philip J. Dunn Philip J. Dunn Vice President Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. No annual report, proxy statement, form of proxy or other soliciting material has been sent to holders of the Certificates during the period covered by this report, and the registrant does not intend to furnish such materials to holders of the Certificates subsequent to the filing of this report. INDEX TO EXHIBITS Exhibit Description Number of Exhibit 99.1 Annual Servicer's Certificate.