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: December 31, 1996
Commission file numbers: 33-59922, 33-84844, 33-99462, 333-22131
First Deposit National Bank on behalf of the Providian Master Trust
(formerly known as the First Deposit Master Trust)
(Issuer in respect of the Providian Master Trust
4.90% Asset-Backed Certificates, Series 1993-1
5.75% Asset-Backed Certificates, Series 1993-2
Remarketed Asset-Backed Certificates, Series 1993-3
6.90% Asset-Backed Certificates, Series 1994-1
Floating Rate Asset-Backed Certificates, Series 1995-1
6.05% Asset-Backed Certificates, Series 1995-2)
Floating Rate Asset-Backed Certificates, Series 1996-1)
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(Exact name of registrant as specified in charter)
United States of America 02-0118519
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
295 Main Street
Tilton, New Hampshire 03276
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 286-4348
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Forms 8-A with respect to the 4.90% Asset-Backed Certificates,
Series 1993-1, the 5.75% Asset-Backed Certificates, Series 1993-2, the 6.90%
Asset-Backed Certificates, Series 1994-1, the Floating Rate Asset-Backed
Certificates, Series 1995-1, the 6.05% Asset-Backed Certificates, Series
1995-2 and the Floating Rate Asset-Backed Certificates, Series 1996-1
(collectively, the "Certificates") have been filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Act"). The 4.90% Asset-Backed
Certificates, Series 1993-1, are no longer outstanding, having been paid in
full on June 17, 1996.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Act 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
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* On December 23, 1993, the registrant was issued a no-action letter (the
"No-Action Letter") by the Commission with respect to certain of the
registrant's reporting requirements pursuant to Section 13 or 15(d) of the
Act.
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
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Item 1. Business
Omitted pursuant to the No-Action Letter.
Item 2. Properties
Attached hereto as Exhibits 99.1 through 99.5 are the annual
certificateholders' statements prepared by First Deposit National
Bank ("FDNB"), as Servicer (the "Servicer"), of the Providian
Master Trust (formerly known as the First Deposit Master Trust)
(the "Trust") and delivered to Bankers Trust Company, as Trustee
(the "Trustee"), pursuant to Section 5.02(d) of the Series
1993-2, 1994-1, 1995-1, 1995-2 and 1996-1 Supplements to the
Pooling and Servicing Agreement dated as of June 1, 1993, as
amended ("the Pooling Agreement"), among FDNB, as Seller and
Servicer, Providian National Bank ("PNB"), as Seller, and the
Trustee. The annual certificateholders' statements contain the
information required to be contained in the monthly statements
prepared by the Servicer and delivered to the Trustee pursuant to
Section 5.02(a) of such Supplements, aggregated for the months of
January, 1996 through December, 1996, relating to the receivables
(the "Receivables") transferred to the Trust by FDNB and PNB and the
accounts from which the Receivables arise.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings with
respect to the Trust involving either the Trust, the Trustee,
FDNB or PNB.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
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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) Each class of Certificates is represented by one or more
certificates registered in the name of Cede & Co., the nominee of The
Depository Trust Company ("DTC").
(c) Omitted pursuant to the No-Action Letter.
Item 6. Selected Financial Data
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data
Omitted pursuant to the No-Action Letter.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
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Item 10. Directors and Executive Officers of the Registrant
Omitted pursuant to the No-Action Letter.
Item 11. Executive Compensation
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
(a) Each class of Certificates is represented by one or more
certificates registered in the name of Cede & Co., the nominee of DTC, and an
investor holding an interest in the Trust is not entitled to receive a
certificate representing such interest except in limited circumstances.
Accordingly, Cede is the sole holder of record of Certificates, which it holds
on behalf of brokers, dealers, banks and other direct participants in the DTC
system. Such direct participants may hold Certificates for their own account
or for the accounts of their customers. The address of Cede & Co. is: Cede &
Co., c/o The Depository Trust Company, 55 Water Street, 49th Floor, New York,
New York 10041.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
Item 13. Certain Relationships and Related Transactions
There have not been, and there are not currently proposed, any
transactions or series of transactions, to which the Trust is a party, with
any Certificateholder known by the registrant to own of record or beneficially
more than five percent of any series or class of Certificates.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 99.1 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1993-2 Supplement.
99.2 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1994-1 Supplement.
99.3 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1995-1 Supplement.
99.4 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1995-2 Supplement.
99.5 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1996-1 Supplement.
99.6 Reports on the activities of FDNB, as Servicer,
prepared by Ernst & Young pursuant to Section 3.06 of
the Pooling Agreement.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
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.
PROVIDIAN MASTER TRUST
By: FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
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David J. Petrini
Senior Vice President and
Chief Financial Officer
Date: March 27, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following Directors and/or
Officers of FDNB, as Servicer, on behalf of the registrant on March 27, 1997
in the capacities indicated.
Signature Title
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/s/ Shailesh J. Mehta Chief Executive Officer
- --------------------------- and Director (Principal
Shailesh J. Mehta Executive Officer)
/s/ David J. Petrini Senior Vice President and
- --------------------------- Chief Financial Officer
David J. Petrini (Principal Financial Officer)
/s/ Daniel Sanford Vice President and
- --------------------------- Controller (Principal
Daniel Sanford Accounting Officer)
/s/ Robert W. Molke Vice President and Director
- ---------------------------
Robert W. Molke
/s/ Dianne Peterson Vice President and Director
- ---------------------------
Dianne Peterson
/s/ Darrell Hotchkiss Director
- ---------------------------
Darrell Hotchkiss
/s/ Katharine Bogle Shields Director
- ----------------------------
Katharine Bogle Shields
EXHIBIT INDEX
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Exhibit No.
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99.1 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1993-2 Supplement.
99.2 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1994-1 Supplement.
99.3 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1995-1 Supplement.
99.4 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1995-2 Supplement.
99.5 Annual Certificateholders' Statement
delivered pursuant to Section 5.02(d)
of the Series 1996-1 Supplement.
99.6 Reports of Ernst & Young on the
activities of FDNB, as Servicer.