<PAGE>
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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
For the Fiscal Year Ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 33-99334
---------------------------------
FIRST USA BANK, NATIONAL ASSOCIATION
(Exact name of registrant as specified in its charter)
(As Servicer on behalf of CC Master Credit Card Trust II (formerly Chevy Chase
Master Credit Card Trust II))
Laws of the United States 51-0269396
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 North Walnut Street 19801
Wilmington, Delaware (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 594-4000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
$ 368,000,000 Class A Floating Rate Asset Backed Certificates, Series 1995-A
$ 32,000,000 Class B Floating Rate Asset Backed Certificates, Series 1995-A
$ 368,000,000 Class A Floating Rate Asset Backed Certificates, Series 1995-C
$ 32,000,000 Class B Floating Rate Asset Backed Certificates, Series 1995-C
$ 369,000,000 Class A Floating Rate Asset Backed Certificates, Series 1996-A
$ 38,250,000 Class B Floating Rate Asset Backed Certificates, Series 1996-A
$ 245,000,000 Class A Floating Rate Asset Backed Certificates, Series 1996-C
$ 25,500,000 Class B Floating Rate Asset Backed Certificates, Series 1996-C
$ 468,000,000 Class A Floating Rate Asset Backed Certificates, Series 1998-A
$ 72,000,000 Class B Floating Rate Asset Backed Certificates, Series 1998-A
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 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.
Not Applicable.
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
Not Applicable.
Indicate the number shares outstanding of each of the Registrant's class of
common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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<PAGE>
Introductory Note
-----------------
First USA Bank, National Association, (the "Bank"), a direct wholly owned
subsidiary of BANK ONE CORPORATION ("BANK ONE"), is the Transferor, with respect
to the CC Master Credit Card Trust II (formerly Chevy Chase Master Credit Card
Trust II) (the "Trust") under the Pooling and Servicing Agreement dated as of
June 1, 1995, among the Bank, as Transferor and Servicer, and Bankers Trust
Company, as Trustee (the "Trustee"), as supplemented and amended (the "Pooling
and Servicing Agreement").
Effective September 17, 1999, the Bank, was merged with and into FCC National
Bank, an affiliated national banking association, and the surviving entity. The
surviving entity was renamed "First USA Bank, National Association".
The Certificates listed on page 1 hereof will be referred to collectively herein
as the "Certificates". The Certificates do not represent obligations of or
interests in the Bank.
The Bank will respond only to certain items of Form 10-K. In doing so, the Bank
will be relying on a letter dated July 31, 1989 from the Securities and Exchange
Commission, Division of Corporation Finance, Office of Chief Counsel to Chevy
Chase Bank, F.S.B., the then Servicer of the Trust, granting the Servicer of the
Trust relief from the requirement to respond to various items of Form 10-K. The
items to which the Bank is not required to respond are designated herein as "Not
Applicable".
PART I
ITEM 1. BUSINESS
Not Applicable
ITEM 2. PROPERTIES
Not Applicable
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to the Trust,
involving the Trust, the Trustee or the Registrant. The Bank is a defendant in
various lawsuits, including certain class actions, generally arising out of its
normal course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
2
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Each of the Certificates, representing investors' interests in the Trust, are
represented by a single certificate registered in the name of Cede & Co., the
nominee for The Depository Trust Company ("DTC").
To the best knowledge of the Registrant, there is no established public trading
market for the Certificates.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Throughout 1999, BANK ONE executed project plans to assure Year 2000 readiness.
These plans included verifying the readiness of internal information technology
systems and equipment, and working with external entities, including customers,
vendors, utilities and governmental agencies, to verify that they had
appropriately addressed Year 2000 readiness issues. Specific business
continuity and event plans were designed to address potential disruption and
ensure that BANK ONE was positioned to rapidly respond to issues.
BANK ONE had estimated total Year 2000 readiness costs to reach $350 million
over the life of the project, and incurred total costs of approximately $343
million.
BANK ONE had an uneventful transition to the Year 2000. BANK ONE's systems,
equipment and facilities continued and continue to function normally through the
transition and into Year 2000. Normal products and services of BANK ONE have
been available to customers throughout such time, and BANK ONE experienced no
significant impact from Year 2000 readiness status of external entities. To
meet potential Year 2000 contingencies and potential liquidity needs, BANK ONE
increased the value of loans pledged to the Federal Reserve for discount window
borrowing.
On an ongoing basis, BANK ONE will continue to monitor its systems, equipment
and facilities throughout 2000 and beyond.
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
3
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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
Each of the Certificates, representing investor's interests in the Trust, are
represented by a single certificate registered in the name of Cede & Co., the
nominee of 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 the
Certificates, which it held on behalf of approximately 65 brokers, dealers,
banks and other direct participants in the DTC system at December 31, 1999.
Such direct participants may hold Certificates for their own accounts or for the
accounts of their customers. The following table sets forth, with respect to
each of the Certificates, the identity of each direct DTC participant that holds
a position in such Certificate in excess of 5% of the outstanding principal
amount thereof at December 31, 1999.
<TABLE>
<CAPTION>
(3) Amount and Nature
(2) Name and Address of of Beneficial (4) Percent
(1) Title Of Class Beneficial Owners Ownership $(000's) of Class
- ---------------------- ----------------- ------------------ --------
<S> <C> <C> <C>
Class A Floating Rate Bank of New York (The) $29,890 8.12%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
1995-A
Bank One Trust Company, N.A. $50,000 13.59%
1900 Polaris Parkway
Columbus, OH 43240
Chase Manhattan Bank $80,000 21.74%
4 New York Plaza, 13th Floor
New York, NY 10004
Fuji Bank and Trust Company (The) $120,000 32.61%
2 World Trade Center, 81st Floor
New York, NY 10048
State Street Bank and Trust Company $41,000 11.14%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
</TABLE>
4
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class B Floating Rate Bank One Trust Company, N.A. $32,000 100.00%
Asset Backed 1900 Polaris Parkway
Certificates, Series Columbus, OH 43240
1995-A
Class A Floating Rate Bank of New York (The) $74,000 20.11%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
1995-C
BNY/ITC-Dealers Clearance Special $21,000 5.71%
c/o N.A. Schapiro & Co. IN
One Chase Manhattan Plaza
58th Floor
New York, NY 10005
Chase Manhattan Bank $129,000 35.05%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. $22,050 5.99%
P.O. Box 30576
Tampa, FL 33630-3576
Norwest Bank Minnesota, $25,000 6.79%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
State Street Bank and Trust Company $40,000 10.87%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
U.S. Bank National Association $24,950 6.78%
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
Class B Floating Rate Bank One Trust Company, N.A. $18,000 56.25%
Asset Backed 1900 Polaris Parkway
Certificates, Series Columbus, OH 43240
1995-C
</TABLE>
5
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<TABLE>
<S> <C> <C> <C>
Chase Manhattan Bank $14,000 43.75%
4 New York Plaza, 13th Floor
New York, NY 10004
Class A Floating Rate Bank of New York (The) $25,000 6.78%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
1996-A
Bankers Trust Company $21,000 5.69%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Brown Brothers Harriman & Co. $32,000 8.67%
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank $143,000 38.75%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. $25,000 6.78%
P.O. Box 30576
Tampa, FL 33630-3576
Norwest Bank Minnesota, $62,000 16.80%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Class B Floating Rate Boston Safe Deposit and Trust Company $14,250 37.26%
Asset Backed c/o Mellon Bank, N.A.
Certificates, Series Three Mellon Bank Center
1996-A Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $5,000 13.07%
4 New York Plaza, 13th Floor
New York, NY 10004
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C>
State Street Bank and Trust Company $19,000 49.67%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Class A Floating Rate Bank of New York (The) $44,500 18.09%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
1996-C
Chase Manhattan Bank $52,000 21.14%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. $49,600 20.16%
P.O. Box 30576
Tampa, FL 33630-3576
Fuji Bank and Trust Company (The) $50,000 20.33%
2 World Trade Center, 81st Floor
New York, NY 10048
State Street Bank and Trust Company $19,500 7.93%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Swiss American Securities, Inc. $28,000 11.38%
100 Wall Street
New York, NY 10005
Class B Floating Rate Bank of New York (The) $5,000 19.61%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
1996-C
Chase Manhattan Bank $8,250 32.35%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. $10,250 40.20%
P.O. Box 30576
Tampa, FL 33630-3576
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C> <C>
FUNB-Phila. Main $2,000 7.84%
123 South Broad Street
Philadelphia, PA 19109
Class A Floating Rate Bank of New York (The) $70,000 14.96%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
1998-A
Bankers Trust Company $123,000 26.28%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $110,200 23.55%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. $58,000 12.39%
P.O. Box 30576
Tampa, FL 33630-3576
Investors Bank & Trust/M. F. Custody $23,800 5.09%
15th Floor Hancock Tower
200 Clarendon Street
Boston, MA 02116
State Street Bank and Trust Company $55,000 11.75%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Class B Floating Rate Bankers Trust Company $12,500 17.36%
Asset Backed c/o BT Services Tennessee Inc.
Certificates, Series 648 Grassmere Park Drive
1998-A Nashville, TN 37211
Bankers Trust Company/Banc One $16,000 22.22%
Capital Markets, Inc.
16 Wall Street, 5th Floor
New York, NY 10005
Chase Manhattan Bank $22,000 30.56%
4 New York Plaza, 13th Floor
New York, NY 10004
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C>
Citibank, N.A. $5,000 6.94%
P.O. Box 30576
Tampa, FL 33630-3576
Harris Trust & Savings Bank $4,000 5.56%
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
Norwest Bank Minnesota, National $12,500 17.36%
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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:
(i) Summary of annual distributions on the Certificates to
Certificateholders for the year ended December 31, 1999.
(ii) Annual Accountant's Report dated November 19, 1999 and
Management's Assertion.
No proxy soliciting material has been distributed by the Trust.
9
<PAGE>
SIGNATURE
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 USA BANK, NATIONAL ASSOCIATION as Servicer
of CC Master Credit Card Trust II
(formerly Chevy Chase Master Credit Card Trust II)
By: /s/ Tracie H. Klein
--------------------------------------
Name: Tracie H. Klein
Title: First Vice President
Date: March 24, 2000
--------------
10
<PAGE>
CC Master Credit Card Trust II
Series 1995-A
1999 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1995-A Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 1999:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 54.84
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 54.84
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 55.96
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 55.96
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
<PAGE>
CC Master Credit Card Trust II
Series 1995-C
1999 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1995-C Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 1999:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 54.94
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 54.94
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 56.21
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 56.21
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
<PAGE>
CC Master Credit Card Trust II
Series 1996-A
1999 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1996-A Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 1999:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 53.83
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 53.83
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 56.11
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 56.11
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
<PAGE>
CC Master Credit Card Trust II
Series 1996-C
1999 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1996-C Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 1999:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 53.73
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 53.73
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 56.11
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 56.11
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
<PAGE>
CC Master Credit Card Trust II
Series 1998-A
1999 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1998-A Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 1999:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 53.83
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 53.83
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1999 per $1,000
original certificate principal amount. $ 56.36
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 56.36
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
<PAGE>
LETTERHEAD OF ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion about First USA Bank,
N.A.'s (the "Servicer"), compliance with the covenants and conditions set forth
in Article III (Administration and Servicing of Receivables) and Article IV
(Rights of Certificateholders and Allocation and Application of Collections) and
Section 8.08 of the CC Master Credit Card Trust II (formerly the Chevy Chase
Master Credit Card Trust II) Pooling and Servicing Agreement, dated as of June
1, 1995 (as amended), between the Servicer and Bankers Trust (as Trustee for
the various Certificateholders and Enhancement Providers of the CC Master Credit
Card Trust II) and the applicable provisions of each Supplement, (collectively,
the "Agreement"), as of September 30, 1999. Management is responsible for the
Servicer's compliance with the Agreement. Our responsibility is to express an
opinion on management's assertion about the Servicer's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Servicer's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion.
As discussed in management's assertion, management, in providing its assertion
on compliance, assumed the accuracy of the reports prepared by the Servicer's
third party credit card processor and did not extend its assessment to the
relevant aspects of the Servicer's compliance that are the responsibility of the
third party credit card processor. Accordingly, our examination did not extend
to these aspects of the Servicer's compliance that are the responsibility of the
third party credit card processor, and we do not express an opinion or any other
form of assurance on these compliance aspects.
In our opinion, management's assertion that the Servicer complied with the
covenants and conditions of the sections of the Agreement referred to above as
of September 30, 1999,is fairly stated, in all material respects.
/s/ Arthur Andersen LLP
Chicago, Illinois
November 19, 1999
<PAGE>
ASSERTION BY FIRST USA BANK, N.A.
The management of First USA Bank, N.A. (the "Servicer") is responsible for
complying with the covenants and conditions set forth in Article III
(Administration and Servicing of Receivables), Article IV (Rights of
Certificateholders and Allocation and Application of Collections) and Section
8.08 of the CC Master Credit Card Trust II (formerly the Chevy Chase Master
Credit Card Trust II) Pooling and Servicing Agreement, dated as of June 1, 1995
(as amended), between the Servicer and Bankers Trust (as Trustee for the various
Certificateholders and Enhancement Providers of the CC Master Credit Card Trust
II) and the applicable provisions of each Supplement, (collectively, the
"Agreement").
Management has performed an evaluation of the Servicer's compliance with the
Agreement and based on this evaluation management believes that the Servicer has
complied with the covenants and conditions of the sections of the Agreement
referred to above as of September 30, 1999. During the year, the Servicer
experienced some delays in the posting of payments to customer accounts due to
backlogs that occurred at our third party processor. Our relationship with this
processor has since been terminated and as of September 30, 1999, payments are
being processed internally and in accordance with Bank policy. Management has
worked diligently to reimburse in full cardholders affected by the above delays
for any and all fees and finance charges incurred as a result of the delays.
In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
our assessment does not extend to these aspects of the Servicer's compliance
that are the responsibility of the third party credit card processor, and we do
not express any form of assurance on these compliance aspects.
/s/ Jeffrey Rigg /s/ Tracie H. Klein
- ---------------------------------- ----------------------------------
Jeffrey Rigg Tracie H. Klein
Senior Vice President - Accounting First Vice President
/s/ Michael Looney
- ----------------------------------
Michael Looney
Executive Vice President - Operations
