SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Commission files number: 33-95714 & 33-99442-01
FIRST NATIONAL BANK OF ATLANTA (Delaware) d/b/a Wachovia Bank Card Services
On behalf of WACHOVIA CREDIT CARD MASTER TRUST
(issuer in respect of the Wachovia Credit Card Trust Floating Rate Asset
Backed Certificates)
- --------------------------------------------------------------------------------
-exact name of registrant as specified in its charter-
United States of America 22-2716130
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Address of principal executive offices (include zip code):
77 Reed's Way
New Castle Corporate Commons
New Castle, Delaware 19720
Registrant's telephone number: (302) 323-2359
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1995-1
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1995-1
Indicate by check mark whether the Registrant has (1) 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. [ X ] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers 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 the Form 10-K or any amendment to this
Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date. None.
Documents Incorporated By Reference. None.
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PART I
Item 1. Business
The Trust engages in the business of acquiring and holding
receivables, issuing Series of Certificates and the related Transferor
Certificate, making payments thereon and engaging in related activities
(including, with respect to any Series, obtaining any Enhancement and entering
into an Enhancement agreement relating thereto).
Item 2. Properties
Not Applicable.
Item 3. Legal Proceedings
There are no material pending legal proceedings with respect to
the Wachovia Credit Card Master Trust involving the Trust or The First National
Bank of Atlanta, as Servicer, other than ordinary or routine litigation
incidental to the Trust assets or the Servicer's duties under the applicable
Pooling and Servicing Agreement.
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) Market Information. There is no established public trading market
for the Certificates.
(b) Holders. Since each of the Certificates was issued in book entry
form only, there is only one holder of record of each Series of Certificates.
(c) Dividends. Not Applicable.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
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.
2
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. The Certificates of each
Class of each Series representing investors' interests in the Trust are
represented by one or more Certificates registered in the name of Cede & Co.,
the nominee of The Depository Trust Company ("DTC"), 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 Certificates, which it held on behalf of brokers,
dealers, banks and other direct participants in the DTC system at December 31,
1998. At December 31, 1998, the following direct DTC participants held positions
in Certificates representing interests in the Trust equal to or exceeding 5% of
the total principal amount of the Certificates of each Series outstanding on the
date:
Percentage
Title of Aggregate Amount of
Class Name of Certificates Ownership
----- ---- --------------- ---------
Held
----
Series 1995-1 Bank of New York $ 196,476,000 41.58%
Class A Chase Manhattan Bank 104,024,000 22.02%
Bankers Trust Company 67,250,000 14.23%
Barclays Global Investors, N.A. 43,000,000 9.10%
State Street Bank & Trust Company 25,000,000 5.29%
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Security Ownership of Management. Not Applicable.
(c) Changes in Control. Not Applicable.
Item 13. Certain Relationships and Related Transactions. None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. The Annual Servicer's Certificate.
2. Report of Independent Accountants on Applying Agreed-Upon
Procedures.
3. Report of Independent Accountants on internal control.
4. Report of Management on Internal Control.
5. Report of Independent Accountants on compliance.
6. Report of Management on Compliance.
(b) Reports on Form 8-K were filed monthly by the Trust during the
period covered by this report.
(c) See (a) above.
(d) Not Applicable.
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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.
First National Bank of Atlanta (Delaware)
d/b/a Wachovia Bank Card Services
As originator of Trust Registrant
Date: March 22, 1999 By: Michael L. Scheuerman
---------------------
Michael L. Scheuerman
Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on March 25, 1999 by the following persons on behalf of the
registrant and in the capacities indicated.
Signature Title
Charles M. Hegarty President and Director
- ---------------------------------
Charles M. Hegarty
Donald K. Truslow Comptroller (Principal Financial
- --------------------------------- Officer and Principal
Donald K. Truslow Accounting Officer)
Beverly B. Wells Chairman and Director
- ---------------------------------
Beverly B. Wells
J. Pierce Anderson, Esq. Director
- ---------------------------------
J. Pierce Anderson, Esq.
John E. F. Corson Director
- ---------------------------------
John E. F. Corson
Martin I. Lubaroff, Esq. Director
- ---------------------------------
Martin I. Lubaroff, Esq.
Richard G. McCauley, Esq. Director
- ---------------------------------
Richard G. McCauley, Esq.
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Sequential Page Number
- ------ ---------------------- ----------------------
99.1. The Annual Servicer's Certificate. 6
99.2. Report of Independent Accountants on Applying Agreed-Upon 7-8
Procedures.
99.3. Report of Independent Accountants on Internal Control. 9-10
99.4. Report of Management on Internal Control. 11
99.5. Report of Independent Accountants on Compliance. 12
99.6. Report of Management on Compliance. 13
5