<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934

For the fiscal year ended December 31, 1998

                                              OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

                       Commission File Number 33-98546-01

                          First Union Direct Bank, N.A.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              on Behalf of the First Union Master Credit Card Trust

<TABLE>
<S>                                                      <C>
                 United States                                      56-2017017
-------------------------------------------------        --------------------------------
 (STATE OR OTHER JURISDICTION OF INCORPORATION)          (I.R.S. EMPLOYER IDENTIFICATION)

             600 Broad Street
             Augusta, Georgia                                          30903
-------------------------------------------                         ------------
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                            (ZIP CODE)

</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (706) 823-2580

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

    Title of each class         Name of each exchange on which registered
    -------------------         -----------------------------------------
                                        None


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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

          Class A Series 1996-1 Floating Rate Asset Backed Certificates
          Class B Series 1996-1 Floating Rate Asset Backed Certificates
--------------------------------------------------------------------------------
                                (Title of class)

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 and 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 the 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. [ ]




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<PAGE>   3

                                     PART I

Item 1.    Business.

               Not Applicable.

Item 2.    Properties.

               Not Applicable.

Item 3.    Legal Proceedings.

               Not Applicable.

Item 4.    Submission of Matters to a vote of Security-Holders.

               Not Applicable.

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholders Matters.

        The certificates representing investors' interests in the First Union
Master Credit Card Trust are represented by one or more Certificates registered
in the name of Cede & Co., the nominee of the Depository Trust Company.

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.



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<PAGE>   4

Item 9.    Changes in and Disagreements With Accountants on Accounting and 
           Financial Disclosure.

               Not Applicable.

                                    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) The Certificates of each Class of Series representing investors'
interests in the First Union Master Credit Card 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 Union Master Credit Card 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, 1998. Such direct participants may hold Certificates for
their own accounts or for the accounts of their customers. At December 31, 1998,
the following direct DTC participants held positions in the Certificates
representing interests in the First Union Master Credit Card 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 1996-1

<TABLE>
<CAPTION>
Class A

           Participant                                  Quantity                   Percentage
           -----------                                  --------                   ----------
<S>                                                     <C>                        <C>
           Bank of New York                             $320,350,000               34.82%
           Bankers Trust                                $122,150,000               13.28%
           Boston Safe Deposit and Trust Co.            $81,500,000                 8.86%
           Chase Manhattan                              $68,500,000                 7.45%
           IFTC/SSB                                     $88,750,000                 9.65%
           Swiss American Securities, Inc.              $85,000,000                 9.24%
Class B

           Swiss American Securities, Inc.              $75,273,000                100%
</TABLE>

        The address of each above participant is:

               c/o    The Depository Trust Company
                      55 Water Street



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<PAGE>   5

                      New York, New York 10041

               (b) Not Applicable.

               (c) Not Applicable.

Item 13.   Certain Relationships and Related Transactions.

               Not Applicable.

                                     PART IV

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 dated March 31, 1999.
               99.2   Annual Auditors' Reports dated March 15, 1999.
               99.3   Year 2000 Information.

               (b) The following four (4) reports on Form 8-K were filed by the
registrant during the quarter ending December 31, 1998:

        1.     Form 8-K, dated September 15, 1998 filed on October 14, 1998. 
               (Item 5, Item 7) 

        2.     Form 8-K, dated October 15, 1998 filed on October 22, 1998. 
               (Item 5, Item 7) 

        3.     Form 8-K, dated November 16, 1998 filed on November 19, 1998. 
               (Item 5, Item 7) 

        4.     Form 8-K, dated December 15, 1998 filed on December 28, 1998. 
               (Item 5, Item 7)

               (c)    See Item 14(a)(3) 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 hereunto duly authorized.

                                      FIRST UNION DIRECT BANK,
                                        N.A., as Servicer on Behalf
                                        of the First Union Master
                                        Credit Card Trust.

                                      By:  /s/ JAMES H. GILBRAITH
                                         ----------------------------
                                         Name: James H. Gilbraith II
                                         Title: Managing Director Securitization
                                                & Structured Finance



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