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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, 2000
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 Read'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 1999-1
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed Certificates, Series 1999-1
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed Certificates, Series 1999-2
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed Certificates, Series 1999-2
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed Certificates, Series 2000-1
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed Certificates, Series 2000-1
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.
1
PART I
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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, 2000. At December 31, 2000, 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 Held Ownership
----- ---- -------------------- ---------
Series 1999-1 Bank of New York $ 91,000,000 10.98%
Class A Boston Safe Deposit and Trust Company 181,500,000 21.90%
Chase Manhattan Bank 256,320,000 30.93%
State Street Bank & Trust Company 176,965,000 21.35%
Series 1999-1 Chase Manhattan Bank $ 53,757,250 6.49%
Class B
Series 1999-2 Bank of New York $ 29,000,000 6.27%
Class A Citibank, N.A. 25,000,000 5.41%
Deutsche Bank A.G. 40,000,000 8.65%
Northern Trust Company 53,500,000 11.57%
State Street Bank & Trust Company 255,000,000 55.14%
Series 1999-2 Bank of New York $ 19,000,000 4.11%
Class B
Series 2000-1 Boston Safe Deposit and Trust Company $ 127,610,000 18.49%
Class A Chase Manhattan Bank 47,565,000 6.89%
Harris Trust and Savings Bank 55,000,000 7.97%
State Street Bank & Trust Company 352,460,000 51.08%
Series 2000-1 Chase Manhattan Bank $ 52,500,000 7.61%
Class B
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.
- --------------------------------------------------------
3
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) 99.1. The Annual Servicer's Certificate.
99.2. Report of Independent Accountants on Applying Agreed-
Upon Procedures (Series 1995-1).
99.3. Report of Independent Accountants on Applying Agreed-
Upon Procedures (Series 1999-1).
99.4. Report of Independent Accountants on Applying Agreed-
Upon Procedures (Series 1999-2).
99.5. Report of Independent Accountants on Applying Agreed-
Upon Procedures (Series 2000-1).
99.6. Report of Independent Accountants on Internal
Control.
99.7. Report of Management on Internal Control.
99.8. Report of Independent Accountants on Compliance.
99.9. 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.
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 7, 2001 By: /s/ 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.
4
Signature Title Date
--------- ----- ----
/s/ Charles M. Hegarty President and Director March 7, 2001
- -----------------------
Charles M. Hegarty
/s/ David L. Gaines Comptroller March 6, 2001
- ----------------------
David L. Gaines
/s/ Beverly B. Wells Chairman and Director March 7, 2001
- --------------------
Beverly B. Wells
/s/ J. Peirce Anderson, Esq. Director March 7, 2001
- ----------------------------
J. Peirce Anderson, Esq.
/s/ John E. F. Corson Director March 8, 2001
- ---------------------
John E. F. Corson
/s/ Richard G. McCauley Director March 10, 2001
- -----------------------
Richard G. McCauley
5
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Sequential Page Number
- ------ ---------------------- ----------------------
99.1. The Annual Servicer's Certificate. 7
99.2. Report of Independent Accountants on Applying Agreed-Upon 8
Procedures (Series 1995-1).
99.3. Report of Independent Accountants on Applying Agreed-Upon 9
Procedures (Series 1999-1).
99.4. Report of Independent Accountants on Applying Agreed-Upon 10
Procedures (Series 1999-2).
99.5. Report of Independent Accountants on Applying Agreed-Upon 11
Procedures (Series 2000-1).
99.6. Report of Independent Accountants on Internal Control. 12-13
99.7. Report of Management on Internal Control. 14-15
99.8. Report of Independent Accountants on Compliance. 16
99.9. Report of Management on Compliance. 17
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