-----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, TFBkWh4fL57nws2VjX4KtAO0de839oFkktaJEsaW1VM/L93/B4jru3MuhZ7QoSsC 95PlnV53FnxI2LoFBT7ICg== 0000928597-99-000017.txt : 19990524 0000928597-99-000017.hdr.sgml : 19990524 ACCESSION NUMBER: 0000928597-99-000017 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990228 FILED AS OF DATE: 19990521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNANB CREDIT CARD MASTER TRUST CENTRAL INDEX KEY: 0001043246 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 581897792 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-24535 FILM NUMBER: 99631661 BUSINESS ADDRESS: STREET 1: 225 CHASTAIN MEADOWS COURT STREET 2: 1800 PARKWAY PL CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 7704237900 MAIL ADDRESS: STREET 1: FIRST NORTH AMERICAN NATIONAL BANK STREET 2: 1800 PARKWAY PLACE CITY: MARIETTA STATE: GA ZIP: 30067 10-K 1 FORM 10-K 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, 1999 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 On June 26, 1998 and January 15, 1999, the registrant filed with the Securities and Exchange Commission registration statements on Form 8-A registering certain FNANB Credit Card Master Trust asset backed certificates. 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 _____ - --------------- 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). State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405) Not Applicable. PART I The FNANB Credit Card Master Trust (the "Trust") was formed pursuant to a Master Pooling and Servicing Agreement dated as of October 30, 1997 (the "Pooling and Servicing Agreement") between First North American National Bank, as Transferor (in such capacity, the "Transferor") and Servicer (in such capacity, the "Servicer"), and First Union National Bank, as Trustee (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 the Transferor and all monies due or to become due in payment of the Receivables (including recoveries on charged-off Receivables), certain interchange fees received by the Transferor 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, making payments thereon 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, 1999, the Trust had three outstanding series of Certificates. On October 30, 1997, the Trust issued in a private transaction the Series 1997-1 Variable Funding Certificates. On November 19, 1997, the Trust issued in a public transaction the Class A Floating Rate Asset Backed Certificates, Series 1997-2 and the Class B Floating Rate Asset Backed Certificates, Series 1997-2 (together, the "1997-2 Public 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. On November 13, 1998, the Trust issued in a public transaction the Class A Floating Rate Asset Backed Certificates, Series 1998-1 and the Class B Floating Rate Asset Backed Certificates, Series 1998-1 (collectively with the 1997-2 Public Certificates, the "Public Certificates"). In addition, the Trust issued in private transactions as part of Series 1998-1 an interest referred to as the Collateralized Trust Obligations and a class of investor certificates referred to as the Class D Certificates. 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. To the best knowledge of the registrant, there are no material pending legal proceedings involving the Trust, the Servicer or the Trustee. 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. (a) To the best knowledge of the registrant, there is no established public trading market for the Certificates. (b) The Public Certificates are represented by five certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). (c) Not Applicable. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. 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. (a) The Public Certificates are represented by Nine certificates registered in the name of Cede & Co., 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, Cede & Co. is the sole holder of record of the Public Certificates, which it holds on behalf of brokers, dealers, banks and other direct participants in the DTC system. Such direct participants may hold Public Certificates for their own accounts or for the accounts of their customers. The address of Cede & Co. is c/o The Depository Trust Company, 7 Hanover Square, New York, New York 10004. (b) Not Applicable. (c) Not Applicable. Item 13. Certain Relationships and Related Transactions. (a) To the best knowledge of the registrant, there were no transactions, or series of similar transactions, during the fiscal year ended February 28, 1999, and there are no currently proposed transactions, or series of similar transactions, to which the Trust was or is to be a party, in which the amount involved exceeds $60,000 and in which any person known to the registrant to own of record or beneficially more than 5.00% of the Public Certificates had, or will have, a direct or indirect material interest. (b) Not Applicable. (c) Not Applicable. PART IV Item 14. 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 14(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, 1999: Current Reports on Form 8-K dated March 16, 1998, April 15, 1998, May 15, 1998, June 15, 1998, July 15, 1998, August 17, 1998, September 15, 1998, October 15, 1998, November 16, 1998, December 15, 1998, January 15, 1999, February 16, 1999 and March 15, 1999 reporting Items 5 and 7(c) and providing the Series 1997-2 Certificateholders Statements for the months of February 1998, March 1998, April 1998, May 1998, June 1998, July 1998, August 1998, September 1998, October 1998, November 1998, December 1998, January 1999 and February 1999, and the Series 1998-1 Certificateholders Statements for the months of November 1998, December 1998, January 1999 and February 1999. (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/ Michael T. Chalifoux Michael T. Chalifoux Chairman of the Board and President Dated as of: May 21, 1999 INDEX TO EXHIBITS Exhibit Description Number of Exhibit 99.1 Annual Servicer's Certificate EX-99.1 2 ANNUAL SERVIER'S CERTIFICATE EXHIBIT 99.1 ANNUAL SERVICER'S CERTIFICATE FIRST NORTH AMERICAN NATIONAL BANK -------------------------------------- FNANB CREDIT CARD MASTER TRUST -------------------------------------- The undersigned, a duly authorized representative of First North American National Bank ("FNANB"), as Servicer (the "Servicer"), pursuant to the Master Pooling and Servicing Agreement, dated as of October 30,1997(as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the "Pooling and Servicing Agreement"), between FNANB, as Transferor and as Servicer, and First Union National Bank, as Trustee (the "Trustee"), does hereby certify that: 1. Capitalized terms used in this Officer's Certificate have their respective meanings set forth in the Pooling and Servicing Agreement. 2. FNANB is as of the date hereof the Servicer under the Pooling and Servicing Agreement. 3. The undersigned is duly authorized pursuant to the Servicing Agreement to execute and deliver this Officer's Certificate to the Trustee. 4. This certificate is delivered pursuant to Section 3.5 of the Pooling and Servicing Agreement. 5. A review of the activities of the Servicer during the Fiscal Year ended February 28, 1999 and of its performance under the Pooling and Servicing Agreement was made under my supervision. 6. Based on such review, to the best of the undersigned's knowledge, the Servicer has fully performed all its obligations under the Pooling and Servicing Agreement throughout the Fiscal Year ended February 28, 1999,and no event which, with the giving of notice or passage of time or both, would constitute a Servicer Default has occurred or is continuing except as set forth in paragraph 7 below. 7. The following is a description of each Servicer Default under the provisions of the Pooling and Servicing Agreement known to the undersigned to have occurred during the Fiscal Year ended February 28, 1999, which sets forth in detail the (i) nature of each such Servicer Default, (ii) the action taken by the Servicer, if any, to remedy each such Servicer Default and (iii) the current status of each such Servicer Default: Not Applicable. IN WITNESS WHEREOF, the undersigned, a duly authorized Servicing Officer, has duly executed this certificate as of this 21st day of May, 1999. /s/ Michael T. Chalifoux Name: Michael T. Chalifoux Title: Chairman of the Board and President -----END PRIVACY-ENHANCED MESSAGE-----