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, 1997
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Commission file numbers: 33-5992, 33-84844, 33-99462, 333-22131
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Providian National Bank on behalf of the Providian Master Trust
(formerly the First Deposit Master Trust)
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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
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Not Applicable
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(Former name or former address, if changed since last report)
Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act:
The following Providian Master Trust Asset-Backed Certificates
(collectively, the "Certificates"):
5.75% Asset-Backed Certificates, Series 1993-2
Floating Rate Asset-Backed Certificates, Series 1995-1
6.05% Asset-Backed Certificates, Series 1995-2
Floating Rate Asset-Backed Certificates, Series 1996-1
Floating Rate Class A Asset-Backed Certificates, Series 1997-1
Floating Rate Class B Asset-Backed Certificates, Series 1997-1
Floating Rate Class A Asset-Backed Certificates, Series 1997-2
Floating Rate Class B Asset-Backed Certificates, Series 1997-2
Floating Rate Class A Asset-Backed Certificates, Series 1997-3
Floating Rate Class B Asset-Backed Certificates, Series 1997-3
6.25% Asset-Backed Certificates, Series 1997-4
6.45% Asset-Backed Certificates, Series 1997-4
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 registration 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 Securities and Exchange Commission with respect to
certain of the registrant's reporting requirements pursuant to Section 13 or
15(d) of the Act.
Indicate by check mark if disclosure of delinquent fillers pursuant to
Item 405 of Regulation S-K 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. /__/
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, 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 99.8 are the annual
certificateholders' statements prepared by Providian National Bank ("PNB"), 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, 1995-1, 1995-2, 1996-1, 1997-1, 1997-2, 1997-3 and 1997-4 Supplements to
the Providian Master Trust Pooling and Servicing Agreement dated as of June 1,
1993, as amended (the "Pooling Agreement"), between PNB, as Seller and Servicer,
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 1997 through December 1997,
relating to the receivables (the "Receivables") transferred to the Trust 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 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 & Co. is the sole holder of record of Certificates, which it
held on behalf of brokers, dealers, banks and other direct participants in the
DTC system at December 31, 1997. 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 1995-1 Supplement.
99.3 Annual Certificateholders' Statement delivered pursuant to
Section 5.02(d) of the Series 1995-2 Supplement.
99.4 Annual Certificateholders' Statement delivered pursuant to
Section 5.02(d) of the Series 1996-1 Supplement.
99.5 Annual Certificateholders' Statement delivered pursuant to
Section 5.02(d) of the Series 1997-1 Supplement.
99.6 Annual Certificateholders' Statement delivered pursuant to
Section 5.02(d) of the Series 1997-2 Supplement.
99.7 Annual Certificateholders' Statement delivered pursuant to
Section 5.02(d) of the Series 1997-3 Supplement.
99.8 Annual Certificateholders' Statement delivered pursuant to
Section 5.02(d) of the Series 1997-4 Supplement.
99.9 Report on the activities of PNB, as Servicer, prepared by
Ernst & Young LLP 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
Pursuant to the requirements of the Section 13 and 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: PROVIDIAN NATIONAL BANK,
Servicer
By: /s/ Robert W. Molke
___________________________
Robert W. Molke
Vice President and Treasurer
Date: March 30, 1998
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
PNB, as Servicer, on behalf of the registrant on March 30, 1998 in the
capacities indicated.
Signature Title
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/s/ Shailesh J. Mehta
____________________________ Chairman of the Board of Directors,
Shailesh J. Mehta Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Dianne Peterson
____________________________ President and Director
Dianne Peterson
/s/ David J. Petrini
___________________________ Senior Vice President and Chief
David J. Petrini Financial Officer
Principal Financial Officer)
/s/ Daniel Sanford
___________________________ Vice President and Controller
Daniel Sanford (Principal Accounting Officer)
/s/ Seth Barad
___________________________ Executive Vice President and Director
Seth A. Barad
/s/ Katharine Bogle Shields
___________________________ Vice President and Director
Katharine Bogle Shields
/s/ Darrell Hotchkiss
___________________________ Director
Darrell Hotchkiss
/s/ Janice B. Kitchen
___________________________ Director
Janice B. Kitchen
EXHIBIT INDEX
Exhibit No.
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 1995-1 Supplement.
99.3 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1995-2 Supplement.
99.4 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1996-1 Supplement.
99.5 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-1 Supplement.
99.6 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-2 Supplement.
99.7 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-3 Supplement.
99.8 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-4 Supplement.
99.9 Report on the activities of PNB, as Servicer, prepared by Ernst &
Young LLP pursuant to Section 3.06 of the Pooling Agreement.