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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 file number 33-69572
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NationsBank of Delaware, N.A. (as Servicer and on behalf of the NationsBank
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Credit Card Master Trust)
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(Exact name of registrant as specified in its charter)
United States of America 51-0313900
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Blue Hen Corporate Center, Route 13, Dover, Delaware 19901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 672-4321
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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 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 [ ]
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 this 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.
PART I
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Item 1. Business
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Not applicable.
Item 2. Properties
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Not applicable.
Item 3. Legal Proceedings
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There are no material pending legal proceedings with respect to
NationsBank Credit Card Master Trust (the "Trust") involving the
Trust, The Bank of New York, as Trustee, or NationsBank of
Delaware, N.A., as Servicer, other than ordinary routine
litigation incidental to the Trust assets or the Trustee's or the
Servicer's duties under the applicable Pooling and Servicing
Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
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None.
PART II
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Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
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(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. See Item 12 below.
(c) Dividends. Not applicable.
Item 6. Selected Financial Data
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Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Not applicable.
Item 8. Financial Statements and Supplementary Data
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Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
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None.
PART III
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Item 10. Directors and Executive Officers of the Registrant
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Not applicable.
Item 11. Executive Compensation
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Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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The Certificates are represented by one or more certificates registered in
the name of Cede & Co., the nominee of The Depository Trust Company ("DTC").
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 the Certificates, which
it holds on behalf of brokers, dealers, banks and other participants in the
DTC system. Such participants may hold certificates for their own accounts
or for the accounts of their customers. The address of Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
Attention: Proxy Department
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions
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There has not been, and there is not currently proposed, any transaction or
series of transactions, to which either the Trust or NationsBank of Delaware,
N.A., as Servicer, is a party with any Certificateholder, or any member of the
immediate family of any such Certificateholder, who, to the knowledge of the
Servicer, owns of record or beneficially more than five percent of the
Certificates.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Servicer's Certificate
99.2 Report of Independent Accountants
(b) Reports on Form 8-K.
As Servicer and on behalf of the NationsBank Credit Card Master
Trust, NationsBank of Delaware, N.A. filed a Current Report on
Form 8-K pursuant to Items 5 and 7 for the following monthly
distribution dates during 1998, including the Certificateholder's
Statements for each due period provided to The Bank of New York,
as Trustee.
Dates of Reports on Form 8-K
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January 15, 1998
February 17, 1998
March 16, 1998
April 15, 1998
May 15, 1998
June 15, 1998
July 15, 1998
August 17, 1998
September 15, 1998
October 15, 1998
November 16, 1998
December 15, 1998
(c) The exhibits filed as part of this report are listed in the Index
to Exhibits on page 5.
(d) Not applicable.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
NationsBank of Delaware, N.A.,
as Servicer and on behalf of
NationsBank Credit Card Master Trust
By: /s/ Suzanne Castleberry
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Suzanne Castleberry
Vice President
(Duly Authorized Officer)
Date: 3/30/1999
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