ITEM 1. BUSINESS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
Not applicable.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
First National Bank of Commerce (First NBC), transferor and servicer of the Trust, has been named as defendant in various legal actions arising from normal business activities in which damages in various amounts are claimed. The amount, if any, of ultimate liability with respect to such matters cannot be determined. However, after consulting with legal counsel, management believes any such liability will not have a material effect on First NBC's financial condition or results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Certificates representing investors' interests in the Trust 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. All outstanding Certificates are held by CEDE and Co., the nominee of DTC.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The certificates of each Class of Series 1997-1 representing investors' interests in the First NBC Credit Card Master 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 First NBC Credit Card Master 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 the Certificates, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 1997. At December 31, 1997, the following direct participants held positions in the Certificates representing interests in the First NBC Credit Card Master Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Class of each Series outstanding on that date:
SERIES 1997-1
The address of each above participant is:
c/o The Depository Trust Company 55 Water Street New York, New York 10041
(b) Not applicable.
(c) On October 20, 1997, First Commerce Corporation (FCC), the parent company of First NBC, and BANC ONE CORPORATION (BANC ONE) announced the signing of a definitive agreement for the merger of FCC with BANC ONE. Subject to certain conditions being met, it is anticipated that FCC will merge with BANC ONE in the second quarter of 1998.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Not applicable. 2. Not applicable. 3. Exhibits 99.1 Annual Servicer's Certificate 99.2 Report of Management on Compliance with the Pooling and Servicing Agreement 99.3 Annual Opinion of Counsel 99.4 Annual Holders' Tax Statement 99.5 Annual Independent Accountants' Servicing Report
(b) During the quarter ended December 31,1997, four reports on Form 8-K were filed with respect to the Trust. Reports dated October 8, 1997; November 10, 1997; and December 9, 1997 reported monthly statements reflecting the Trust's activities(Item 7). An October 20, 1997 report was filed to disclose FCC's agreement to merge with BANC ONE (Item 5).
(c) See Item 14(a)(3)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 COMMERCE (Registrant)
By:/S/ Thomas L. Callicutt, Jr. ------------------------------- Name: Thomas L. Callicutt, Jr. First Commerce Corporation Title: Executive Vice President, Controller and Principal Accounting Officer
Dated: March 30, 1998