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, 1998
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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"):
Floating Rate Asset-Backed Certificates, Series 1995-1
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
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
1995-1, 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 1998 through December 1998, 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
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
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
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
99.1 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1995-1 Supplement.
99.2 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1996-1 Supplement.
99.3 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-1 Supplement.
99.4 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-2 Supplement.
99.5 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-3 Supplement.
99.6 Annual Certificateholders' Statement delivered pursuant to Section
5.02(d) of the Series 1997-4 Supplement.
99.7 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/ Miranda Mengis
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Miranda Mengis
Vice President
Date: March 19, 1999
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 19, 1999 in the capacities
indicated.
Signature Title
/s/ Shailesh J. Mehta Chairman of the Board of Directors,
- --------------------- Chief Executive Officer and Director
Shailesh J. Mehta (Principal Executive Officer)
/s/ Dianne Peterson President and Director
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Dianne Peterson
/s/ David J. Petrini Executive Vice President,
- --------------------- Chief Financial Officer and Treasurer
David J. Petrini (Principal Financial Officer)
/s/ Daniel Sanford Senior Vice President and Controller
- --------------------- (Principal Accounting Officer)
Daniel Sanford
/s/ Eric O'Brien Vice President and Director
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Eric O'Brien
/s/ Darrell Hotchkiss Director
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Darrell Hotchkiss
/s/ Janice B. Kitchen Director
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Janice B. Kitchen
EXHIBIT INDEX
Exhibit No.
99.1 Annual Certificateholders' Statement delivered pursuant to Section 5.02(d)
of the Series 1995-1 Supplement.
99.2 Annual Certificateholders' Statement delivered pursuant to Section 5.02(d)
of the Series 1996-1 Supplement.
99.3 Annual Certificateholders' Statement delivered pursuant to Section 5.02(d)
of the Series 1997-1 Supplement.
99.4 Annual Certificateholders' Statement delivered pursuant to Section 5.02(d)
of the Series 1997-2 Supplement.
99.5 Annual Certificateholders' Statement delivered pursuant to Section 5.02(d)
of the Series 1997-3 Supplement.
99.6 Annual Certificateholders' Statement delivered pursuant to Section 5.02(d)
of the Series 1997-4 Supplement.
99.7 Report on the activities of PNB, as Servicer, prepared by Ernst & Young LLP
pursuant to Section 3.06 of the Pooling Agreement.