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:33-63146,
33-73442, 33-84428, 33-99506
33-99508,33-90012
People's Bank
on behalf of
People's Bank Credit Card Master Trust
(Exact Name of Registrant as Specified in its Charter)
Connecticut 06-1213065
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
850 Main Street
Bridgeport, Connecticut 06604
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 338-7171
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
Certificates (the "Certificates") representing undivided interests in certain
assets of the People's Bank Credit Card Master Trust. On June 30, 1993,
February 7, 1994, October 18, 1994, March 6, 1995 and December 7, 1995
Registration Statements on Form S-1, as amended, were filed with the
Securities and Exchange Commission (the "Commission") registering the
Certificates pursuant to Section 12(g) of the Securities Exchange Act
of 1934 (the "Act").
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 (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
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market shall be computed by reference to
the price at which the stock was sold, or the average bid and asked priced
of such stock, as of a specified date within 60 days prior to the date of
filing. (See definition of affiliate in Rule 405, 17 C.F.R. 230.405):
Not Applicable.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the People's Bank Credit Card Master Trust (the "Trust"),
People's Bank (in its capacity as transferor and servicer of
receivables transferred to the Trust) ("People's"), Bankers Trust
Company ( the "Trustee") (in its capacity as Trustee), or People's
Structured Finance Corp., a wholly owned special purpose subsidiary
of People's ("PSFC"), as holder of the Exchangeable Transferor
Certificate representing the undivided interest in the assets of
the Trust not represented by investor Certificates, other than
routine litigation incidental to the business of the Trust,
People's (in such capacity), the Trustee (in such capacity) or PSFC.
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 People's knowledge, there is no established public trading
market for the Certificates. The Certificates are represented by
one or more certificates registered in the name of Cede & Co.
("Cede"), the nominee of The Depository Trust Company ("DTC"),
and PSFC.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
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.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The investor Certificates are represented by one or more
certificates registered in the name of Cede, 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 set forth in the Pooling and Servicing Agreement,
dated as of June 1, 1993, between People's and the Trustee.
Accordingly, Cede is the holder of record of investor 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 accounts or for the accounts of
their customers. The name and address of Cede is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, NY 10004
PSFC owns the Exchangeable Transferor Certificate, representing the
undivided interest in the assets of the Trust not represented by
investor Certificates. The address of PSFC is:
PSFC
850 Main Street
Bridgeport, CT 06604
Item 13. Certain Relationships and Related Transactions.
To People's knowledge there have not been, and there are not
currently proposed any transaction or series of transactions
relating to the Trust, to which either the Trust, People's, as
transferor or servicer, PSFC, or the Trustee, on behalf of the
Trust, is a party with any investor Certificateholder who owns of
record or beneficially more than five percent of the Certificates.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Report on Form 8-K.
(a) Exhibits
99.1 Management Report on the Internal Control Structure Over
Financial Reporting for the Credit Card Division of
People's Bank and Management Report on People's Bank's
Compliance with Article IV, Section 4.2 of the Pooling
and Servicing Agreement.
99.2 Independent Accountants' Report on Management's Report
on the Internal Control Structure Over Financial
Reporting for the Credit Card Division of People's Bank.
99.3 Independent Accountants' Report on Management's Report
on People's Bank's compliance with Article IV, Section
4.2 of the Pooling and Servicing Agreement.
99.4 Aggregate Annual Report for People's Credit Card Master
Trust for the Year Ended December 31, 1996.
99.5 Listing of Monthly Servicer's Certificates
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Bridgeport,
State of Connecticut, on March 20, 1997.
PEOPLE'S BANK
as originator of the Trust (Registrant)
By: /s/ David E.A. Carson
David E.A. Carson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 20, 1997 by the following persons on
behalf of the registrant and in the capacities indicated.
Signatures Title
/s/ David E.A. Carson President and Chief Executive Officer, Director
David E.A. Carson
/s/ Carlos R. Mello Senior Vice President, Comptroller, and Chief
Carlos R. Mello Accounting Officer
/s/ James P. Biggs Executive Vice President Marketing and Regional
James P. Biggs Banking Division, Director
/s/ George W. Morriss Executive Vice President and Chief Financial
George W. Morriss Officer
/s/ George P. Carter Director
George P. Carter
/s/ Joseph E. Clancy Director
Joseph E. Clancy
/s/ George R. Dunbar Director
George R. Dunbar
/s/ Norwick R.G. Goodspeed Director
Norwick R.G. Goodspeed
Director
Eunice S. Groark
/s/ Samuel W. Hawley Chairman of the Executive Committee, Director
Samuel W. Hawley
/s/ Betty Ruth Hollander Director
Betty Ruth Hollander
/s/ Jean M. LaVecchia Director
Jean M. LaVecchia
Director
Saul Kwartin
/s/ Jack E. McGregor Director
Jack E. McGregor
Director
John F. Merchant
/s/ Wilmot F. Wheeler, Jr. Director
Wilmot F. Wheeler, Jr.
EXHIBIT INDEX
No.
99.1 Management Report on the Internal Control Structure Over Financial
Reporting for the Credit Card Division of People's Bank and
Management Report on People's Bank's Compliance with Article IV,
Section 4.2 of the Pooling and Servicing Agreement.
99.2 Independent Accountants' Report on Management's Report on the
Internal Control Structure Over Financial Reporting for the Credit
Card Division of People's Bank.
99.3 Independent Accountants' Report on Management's Report on People's
Bank's Compliance with Article IV, Section 4.2 of the Pooling and
Servicing Agreement.
99.4 Aggregate Annual Report for People's Credit Card Master Trust for
the Year Ended December 31, 1996.
99.5 Listing of Monthly Servicer's Certificates