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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1999
Commission File Nos. 033-95714 and 333-29495-01
THE FIRST NATIONAL BANK OF ATLANTA, as Transferor and
Servicer On behalf of Partners First Credit Card
Master Trust
(Exact Name of Registrant as Specified in its Charter)
PARTNERS FIRST CREDIT CARD MASTER TRUST
(Issuer with respect to the Securities)
Delaware 22-2716130
(State of Organization) (I.R.S. Employer Identification No.)
77 Read's Way
New castle Corporate Commons
New Castle, Deleware 19720
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (302) 323-2359
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Partners First Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1998-2
Partners First Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1998-2
Partners First Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1998-3
Partners First Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1998-3
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 and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
This Annual Report of Form 10-K is filed in reliance on a series of no-action
letters issued by the Office of Chief Counsel, Division of Corporate Finance of
the Securities and Exchange Commission (the "Division"), stating that the
Division would raise no objection if issuers of master trust asset-backed
securities generally file a monthly Report on Form 8-K summarizing the
performance of the assets of the master trust and file an Annual Report on Form
10-K in the manner set forth below in order to comply with Sections 13, 15(d)
and 16 of the Securities Exchange Act of 1934, as amended. Accordingly,
responses to certain Items have been omitted from or modified in this Annual
Report on Form 10-K.
PART I
Item 1. Business
The Partners First Credit Card Master Trust (the "Trust") was formed
pursuant to the Pooling and Servicing Agreement, dated as of January 29, 1998
(as may have been amended, restated or supplemented, the "Pooling and Servicing
Agreement") among Partners First Receivables Funding, LLC, as Transferor,
Partners First Holdings, LLC, as Servicer, and The Bank of New York (the
"Trustee"), as Trustee. The Trust's only business is to act as a passive conduit
to permit investment in a pool of consumer credit card account receivables.
On January 31, 2000, The First National Bank of Atlanta (the
"Registrant" or the "Transferor") acquired the credit card portfolio and related
business of Partners First Holdings, LLC, Partners First Receivables Funding,
LLC and Partners First Receivables, LLC, and became the Transferor and Servicer
of Partners First Credit Card Master Trust pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of January 31, 2000.
Item 2. Properties
Not Applicable
Item 3. Legal Proceedings
None
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
Investor Securities are held and delivered in book-entry form through
the facilities of the Depository Trust Company("DTC"), a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. The only definitive Investor Securities are held by
Cede & Co., the nominee of DTC.
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
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 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, 1999. At December 31, 1999, the following direct
DTC participants held positions in the Transferor Security
representing interests in the Trust equal to or exceeding 5%
of the total principal amount of the Transferor Security
outstanding on that date:
Aggregate Amount Percentage
Title of Of Certificates Of
Class Name Held Ownership
----- ---- ---- ---------
Series 1998-2 Banque Nationale de Paris $ 33,350,000 5.20%
Class A Boston Safe Deposit and Trust Company 52,000,000 8.11%
Chase Manhattan Bank 247,000,000 38.53%
Northern Trust Company 72,000,000 11.23%
Series 1998-2 Bankers Trust Company $ 50,000,000 7.80%
Class B Chase Manhattan Bank 10,000,000 1.56%
Series 1998-3 The Bank of New York $ 104,500,000 16.30%
Class A Chase Manhattan Bank 373,000,000 58.19%
Series 1998-3 The Bank of New York $ 98,000,000 15.29%
Class B Chase Manhattan Bank 7,000,000 1.09%
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
The following documents are filed as part of this Annual Report on Form
10-K:
(a) Exhibits
Exhibit Description
99.1 Annual Certificate of Servicer pursuant to Section 3.5 of the Pooling
and Servicing Agreement
99.2 Annual Servicing Reports of Independent Accountants pursuant to Section
3.6(a) of the Pooling and Servicing Agreement
99.3 Annual Report of Independent Accountants on Applying Agreed-Upon
Procedures pursuant to Section 3.6(b) of the Pooling and Servicing
Agreement
(b) Reports on Form 8-K
Current Reports on Form 8-K are filed promptly, but in no event more
than 15 days, after each distribution to Security holders attaching as
an exhibit thereto the related Monthly Servicing Report in response to
Item 5 (Other Events).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned hereunto duly authorized.
THE FIRST NATIONAL BANK OF ATLANTA (Delaware)
d/b/a Wachovia Bank Card Services
As Transferor and Servicer of Trust Registrant
Date: March 28, 2000 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 by the following persons on behalf of the registrant and in
the capacities indicated.
Signature Title Date
Charles M. Hegarty President and Director March 28, 2000
- -------------------------- ---------------------
Charles M. Hegarty
Donald K. Truslow Comptroller (Principal Financial March 24, 2000
- -------------------------- Officer and Principal Accounting ---------------------
Donald K. Truslow Officer)
Beverly B. Wells Chairman and Director March 27, 2000
- -------------------------- ---------------------
Beverly B. Wells
J. Peirce Anderson, Esq. Director March 29, 2000
- -------------------------- ---------------------
J. Peirce Anderson, Esq.
John E. F. Corson Director March 29, 2000
- -------------------------- ---------------------
John E. F. Corson
Martin I. Lubaroff, Esq. Director March 29, 2000
- -------------------------- ---------------------
Martin I. Lubaroff, Esq.
Richard G. McCauley Director March 29, 2000
- -------------------------- ---------------------
Richard G. McCauley
EXHIBIT INDEX
Exhibit No.
99.1 Annual Certificate of Servicer pursuant to Section 3.5 of the Pooling
and Servicing Agreement
99.2 Annual Servicing Reports of Independent Accountants pursuant to Section
3.6(a) of the Pooling and Servicing Agreement
99.3 Annual Report of Independent Accountants on Applying Agreed-Upon
Procedures pursuant to Section 3.6(b) of the Pooling and Servicing
Agreement