<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
For the fiscal year ended Commission File Number
December 31, 1995 0-16337
FCC National Bank (with respect to First Chicago Master Trust II)
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States of America 51-0269396
- ------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Gateway Center, 300 King Street, Wilmington, Delaware 19801
- ------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 302-594-8606
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
First Chicago Master Trust II 8.40% Credit Card Certificates Series 1991-D
First Chicago Master Trust II 6.25% Asset Backed Certificates Series 1992-E
Floating Rate Asset Backed Certificates Series 1993-F
Floating Rate Asset Backed Certificates Series 1993-G
Floating Rate Credit Card Certificates Series 1993-H
Floating Rate Asset Backed Certificates Series 1994-I
Floating Rate Asset Backed Certificates Series 1994-J
Floating Rate Credit Card Certificates Series 1994-K
7.15% Credit Card Certificates Series 1994-L
Floating Rate Credit Card Certificates Series 1995-M
Floating Rate Credit Card Certificates Series 1995-N
Floating Rate Credit Card Certificates Series 1995-O
Floating Rate Credit Card Certificates Series 1995-P
(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 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 ((S)229.405 of this chapter) 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 amendments 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.
<PAGE>
FCC National Bank (with respect to
First Chicago Master Trust II)
---------------------------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C>
Page
PART I
Item 1. Business........................................................ 1
Item 2. Properties...................................................... 1
Item 3. Legal Proceedings............................................... 1
Item 4. Submission of Matters to a Vote of Security Holders............. 2
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters............................................. 2
Item 6. Selected Financial Data......................................... 2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 2
Item 8. Financial Statements and Supplementary Data..................... 2
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................ 2
PART III
Item 10. Directors and Executive Officers of the Registrant.............. 3
Item 11. Executive Compensation.......................................... 3
Item 12. Security Ownership of Certain Beneficial Owners and Management.. 3
Item 13. Certain Relationships and Related Transactions.................. 12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 13
SIGNATURES 14
EXHIBITS.................................................................... 16
</TABLE>
<PAGE>
PART I
------
ITEM 1. Business
--------
Not applicable.
ITEM 2. Properties
----------
The information set forth in the Current Reports on Form 8-K dated January
10, 1995, February 9, 1995, March 9, 1995, April 10, 1995, May 9, 1995, June
13, 1995, July 14, 1995, August 8, 1995, September 12, 1995, October 11, 1995,
November 10, 1995, and December 12, 1995, as filed by the Registrant with
respect to First Chicago Master Trust II, is incorporated herein by reference.
(Certain terms used but not defined in this Form 10-K Annual Report have the
meanings assigned, respectively, in the Pooling and Servicing Agreement dated
as of June 1, 1990, as amended and supplemented, filed as Exhibits 4.1, 4.2,
4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
4.17, 4.18 and 4.19 to the Registrant's Form S-1 Registration Statement No.
33-92358.)
First Chicago Master Trust II ( "Master Trust II")
For the February 15, 1996, interest payment date, 1.87% of the Accounts in
the Master Trust II were 30 days or more delinquent, which represented 6.04%
of the receivables in the Master Trust II. As of the February 15, 1996,
interest payment date, the amount of receivables in the Master Trust II
written off as uncollectible in each of the prior two Due Periods equalled
6.83% and 6.81%, respectively, on an annualized basis of the balance of
receivables in the Master Trust for such Due Periods.
ITEM 3. Legal Proceedings
-----------------
Except as provided below, there are no material pending legal proceedings
with respect to Master Trust II, involving Master Trust II, the Trustee or the
Registrant, other than ordinary or routine litigation incidental to the
Trustee's or the Registrant's duties under the applicable Pooling and
Servicing Agreement.
A number of lawsuits and administrative actions have been filed in several
states against credit card issuing banks challenging various fees and charges
assessed against residents of the states in which such suits were filed. Two
state supreme courts and one federal appeals court have affirmed dismissal of
these cases on the ground that individual state prohibition on assessing these
fees or charges are preempted by federal laws. In 1995, the New Jersey
Supreme Court ruled that state prohibition on late fees are not preempted by
federal laws, and the issue is now before the United States Supreme Court. If
the Supreme Court resolves this case adversely to credit card issuing banks,
the decision could have the effect of limiting certain fees and charges that
could be assessed on credit card accounts and could subject card issuing banks
to the payment of refunds or civil penalties.
In March 1992, a purported class action lawsuit was filed in the Superior
Court of the State of California, County of Los Angeles, against an affiliate
of the Registrant, along with certain other bank credit card issuers, alleging
that the affiliate and other named parties violated California statutes in
connection with their assessment of late charges on consumer revolving credit
card accounts located in California. The lawsuit seeks various forms of
relief, including injunctive relief, compensatory and statutory damages,
punitive and/or triple damages, attorneys' fees and costs,
1
<PAGE>
and prejudgment
interest, in unquantified amounts. At this stage, the case against the
affiliate is stayed pending decision by the United State Supreme Court of a
similar case regarding a national bank's right to export late fees as
discussed above. If the case before the Supreme Court is resolved adversely
to credit card issuing banks, it is not practicable to determine the amount of
refunds or penalties the Registrant might have to pay in such event, but any
such payments could have an adverse impact on the Registrant's credit card
business.
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
-------
Master Trust II
(i) There is no established public trading market for the Certificates.
(ii) Since each of the Certificates was issued in book entry form only,
there is only one holder of record of each Series of Certificates.
(iii) 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 8. Financial Statements and Supplementary Data
-------------------------------------------
See (i) the Annual Servicer's Certificate respecting compliance for the
Master Trust II filed as Exhibit 1 under Item 14(a) hereof, (ii) the Annual
Independent Public Accountant's Reports concerning the Servicer's servicing
activities and applying certain agreed-upon procedures for Master Trust II
filed as Exhibit 2 under Item 14(a) hereof, and (iii) the Supplementary Master
Trust II Data relating to the performance of Master Trust II filed as Exhibit
3 under Item 14(a) hereof.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
2
<PAGE>
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) Each holder of record' at December 31, 1995, of more than five
percent (5%) of each Series of Certificates is indicated below:
Master Trust II
(A) 8.40% Credit Card Certificates Series 1991-D
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- ---------------------------------- ------------------------------ ------------------
<S> <C> <C>
Morgan Guaranty Trust Company
of New York $215,525 21.55%
37 Wall Street, 16th Floor
New York, New York 10260
Chemical Bank 155,200 15.52
4 New York Plaza, 4th Floor
Auto Settle Department
New York, New York 10004
The Chase Manhattan Bank, N.A. 143,485 14.35
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
Bank of New York 132,725 13.27
925 Patterson Plank Road
Secaucus, New Jersey 07094
</TABLE>
- ---------------
* With respect to each Series of Certificates, The Depository Trust Company
("DTC"), through its nominee Cede & Co., P.O. Box 20, Bowling Green Station,
New York, New York 10274, is the sole holder of record of more than five
percent (5%) of the Certificates. The information set forth in response to
Item 12(a) represents those persons for whom DTC holds the Certificates, based
on information supplied by DTC to the Registrants.
3
<PAGE>
PART III (cont.)
SSB-Custodian 117,485 11.75
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Bankers Trust Company 78,985 7.90
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
(B) 6.25% Asset Backed Certificates Series 1992-E
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- --------------------------------------------------------------------- ------------------------------ ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $362,216 36.22%
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
Morgan Guaranty Trust Company
of New York 108,940 10.89
37 Wall Street, 16th Floor
New York, New York 10260
Bank of New York 99,185 9.92
925 Patterson Plank Road
Secaucus, New Jersey 07094
The First National Bank of Chicago 69,035 6.90
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
(C) Floating Rate Asset Backed Certificates Series 1993-F
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- --------------------------------------------------------------------- ------------------------------ -----------------
The Chase Manhattan Bank, N.A. $257,350 36.76%
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
Bank of New York 81,250 11.61
925 Patterson Plank Road
Secaucus, New Jersey 07094
</TABLE>
4
<PAGE>
PART III (cont.)
- --------
Goldman, Sachs & Co. 76,810 10.97
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Bankers Trust Company 57,440 8.21
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
SSB-Custodian 44,150 6.31
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Mitsui Trust Bank 40,000 5.71
Two World Financial Center
225 Liberty Street, 41st Floor
New York, New York 10281
Morgan Guaranty Trust Company
of New York 39,760 5.68
37 Wall Street, 16th Floor
New York, New York 10260
(D) Floating Rate Asset Backed Certificates Series 1993-G
<TABLE>
<CAPTION>
<S> <C> <C>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- ------------------------------ ---------------------------------- ------------------
The Chase Manhattan Bank, N.A. $148,140 49.38%
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
Morgan Guaranty Trust Company
of New York 47,800 15.93
37 Wall Street, 16th Floor
New York, New York 10260
SSB - Custodian 35,000 11.67
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
</TABLE>
5
<PAGE>
Part III (cont.)
- --------
Harris Trust & Savings Bank 20,360 6.79
Proxy Operations
111 West Monroe Street, 1130
Chicago, Illinois 60603
(E) Floating Rate Credit Card Certificates Series 1993-H
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- ------------------------------------ ------------------------------ ------------------
<S> <C> <C>
Bank of New York $246,165 35.17%
925 Patterson Plank Road
Secaucus, New Jersey 07094
The Chase Manhattan Bank, N.A. 110,000 15.71
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
SSB - Custodian 91,740 13.11
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Citibank, N.A. 43,050 6.15
111 Wall Street
20th Floor, Zone 9
New York, New York 10043
National Financial Services Inc. 40,135 5.73
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Bankers Trust Company 39,200 5.60
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
Morgan Guaranty Trust Company
of New York 37,700 5.39
37 Wall Street, 16th Floor
New York, New York 10260
</TABLE>
6
<PAGE>
Part III (cont.)
- --------
(F) Floating Rate Asset Backed Certificates Series 1994-I
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------------------------------------------------------- ------------------------------ ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $116,000 23.20%
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
Bank of New York 87,070 17.41
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit & Trust Company 85,000 17.00
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Morgan Guaranty Trust Company
of New York 59,938 11.99
37 Wall Street, 16th Floor
New York, New York 10260
Swiss Bank Corporation 59,500 11.90
New York Branch
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
(G) Floating Rate Asset Backed Certificates Series 1994-J
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------------------------------------------------------- ------------------------------ -----------------
Chemical Bank $ 93,650 18.73%
4 New York Plaza, 4th Floor
Autosettle Department
New York, New York 10004
SSB - Custodian 88,675 17.74
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Bankers Trust Company 73,000 14.60
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
</TABLE>
7
<PAGE>
Part III (cont.)
- --------
<TABLE>
<CAPTION>
<S> <C> <C>
National Financial Services Inc. 72,000 14.40
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Bank of New York 38,000 7.60
925 Patterson Plank Road
Secaucus, New Jersey 07094
Citibank, N.A. 35,000 7.00
111 Wall Street
20th Floor, Zone 9
New York, New York 10043
Goldman, Sachs & Co. 31,000 6.20
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Morgan Guaranty Trust Company
of New York 29,775 5.96
37 Wall Street, 16th Floor
New York, New York 10260
(H) Floating Rate Credit Card Certificates Series 1994-K
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------------------------------------------------------- ------------------------------ -----------------
SSB - Custodian $293,655 58.73%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Morgan Guaranty Trust Company
of New York 65,000 13.00
37 Wall Street, 16th Floor
New York, New York 10260
Bankers Trust Company 51,100 10.22
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
Boston Safe Deposit & Trust Co. 35,000 7.00
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
</TABLE>
8
<PAGE>
Part III (cont.)
- --------
<TABLE>
<CAPTION>
<S> <C> <C>
Norwest Bank Minnesota
National Association 30,000 6.00
255 Second Avenue South
Minneapolis, Minnesota 55479-0047
(I) 7.15% Credit Card Certificates Series 1994-L
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------------------------------------------------------- ------------------------------ -----------------
SSB - Custodian $ 76,995 15.40%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Bankers Trust Company 65,470 13.09
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
Firstar Trust Company 58,420 11.68
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
The Chase Manhattan Bank, N.A. 55,320 11.06
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
Morgan Guaranty Trust Company
of New York 52,880 10.58
37 Wall Street, 16th Floor
New York, New York 10260
Bank of New York 43,855 8.77
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit & Trust Co. 29,350 5.87
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
</TABLE>
9
<PAGE>
PART III (cont.)
- --------
(J) Floating Rate Credit Card Certificates Series 1995-M
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- ------------------------------------------------------------------- ------------------------------ ------------------
<S> <C> <C>
Morgan Guaranty Trust Company
of New York $185,250 37.05%
37 Wall Street, 16th Floor
New York, New York 10260
Citibank, N.A. 105,000 21.00
111 Wall Street
20th Floor, Zone 9
New York, New York 10043
The Chase Manhattan Bank, N.A. 75,000 15.00
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
Bankers Trust Company 49,550 9.91
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
Fuji Bank & Trust Company 40,000 8.00
2 World Trade Center 81st Floor
New York, New York 10048
(K) Floating Rate Credit Card Certificates Series 1995-N
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- ------------------------------------------------------------------- ------------------------------ -----------------
SSB - Custodian $268,925 53.79%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
The First National Bank of Chicago 55,000 11.00
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Chemical Bank 29,275 5.86
4 New York Plaza, 4th Floor
Auto Settle Department
New York, New York 10004
</TABLE>
10
<PAGE>
PART III (cont.)
- --------
<TABLE>
<CAPTION>
<S> <C> <C>
Provident Bank 25,000 5.00
One East Fourth Street
Cincinnati, Ohio 45202
(L) Floating Rate Credit Card Certificates Series 1995-O
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- ------------------------------------------------------------------- ------------------------------ -----------------
Citibank, N.A. $145,000 29.00%
111 Wall Street
20th Floor, Zone 9
New York, New York 10043
Morgan Guaranty Trust Company
of New York 122,000 24.40
37 Wall Street, 16th Floor
New York, New York 10260
The Chase Manhattan Bank, N.A. 100,000 20.00
1 Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
The Dai-Ichi Kangyo Bank Limited 35,000 7.00
New York Branch
1 World Trade Center, Suite 4911
New York, New York 10048
Chemical Bank 25,000 5.00
4 New York Plaza, 4th Floor
Auto Settle Department
New York, New York 10004
Fuji Bank & Trust Company 25,000 5.00
2 World Trade Center 81st Floor
New York, New York 10048
(M) Floating Rate Credit Card Certificates Series 1995-P
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- ------------------------------------------------------------------- ------------------------------ -----------------
LBI-Lehman Government Securities, Inc. $102,000 20.40%
200 Vesey Street
New York, New York 10285
</TABLE>
11
<PAGE>
PART III (cont.)
- --------
SSB - Custodian 87,400 17.48
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Bankers Trust Company 87,100 17.42
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
Morgan Guaranty Trust Company
of New York 38,500 7.70
37 Wall Street, 16th Floor
New York, New York 10260
Nationsbanc Capital Markets, Inc. 33,000 6.60
71 Peachtree Street N.E.
Atlanta, Georgia 30308
Chemical Bank 28,000 5.60
4 New York Plaza, 4th Floor
Auto Settle Department
New York, New York 10004
Harris Trust & Savings Bank 28,000 5.60
Proxy Operations
111 West Monroe Street, 1130
Chicago, Illinois 60603
Citibank, N.A. 25,000 5.00
111 Wall Street
20th Floor, Zone 9
New York, New York 10043
The Bank of California 25,000 5.00
Safekeeping Department
475 Sansome Street, 11th Floor
San Francisco, California 94145
(b) Not Applicable.
(c) Not Applicable.
ITEM 13. Certain Relationships and Related Transactions
----------------------------------------------
Not applicable.
12
<PAGE>
PART IV
-------
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) 1. Annual Servicer's Certificate respecting compliance for Master Trust
II dated March 27, 1996.
2. Annual Independent Public Accountant's Reports dated March 12, 1996
concerning the Servicer's servicing activities and applying certain
agreed-upon procedures for Master Trust II for the period ended
December 31, 1995.
3. Supplementary Master Trust II Data relating to the performance of
Master Trust II.
(b) See Item 2.
(c) Not applicable.
(d) Not applicable. No annual report or proxy material has been sent to
security holders.
13
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 27th day of
March, 1996.
FCC NATIONAL BANK
(Registrant)
By /s/ Scott P. Marks, Jr.
-------------------------
Scott P. Marks, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrants and in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Frederick M. Adams, Jr. Director March 27, 1996
- ----------------------------
Frederick M. Adams, Jr.
/s/ Shirley Faye Dadzie Director March 27, 1996
- ----------------------------
Shirley Faye Dadzie
/s/ Joseph M. Dudzinsky Director March 27, 1996
- -----------------------------
Joseph M. Dudzinsky
/s/ Richard P. Eckman Director March 27, 1996
- -----------------------------
Richard P. Eckman
/s/ William J. Garner Director March 27, 1996
- -----------------------------
William J. Garner
/s/ Michael J. Majchrzak Director March 27, 1996
- -----------------------------
Michael J. Majchrzak
/s/ Scott P. Marks, Jr. Director and Principal March 27, 1996
- ----------------------------- Executive Officer
Scott P. Marks, Jr.
/s/ Antohy K. Metta Director March 27, 1996
- -----------------------------
Anthony K. Metta
/s/ Ralph R. Mueller Director March 27, 1996
- -----------------------------
Ralph R. Mueller
14
<PAGE>
/s/ Peter J. Nowak, Jr. Director, Principal Accounting March 27, 1996
- ------------------------------- Officer and Principal Financial
Peter J. Nowak, Jr. Officer
/s/ Jeremiah P. Shea Director March 27, 1996
- -------------------------------
Jeremiah P. Shea
15
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
- ------- -------------- ---------------
1 Annual Servicer's Certificate respecting compliance for 19
Master Trust II
2 Annual Independent Public Accountant's Reports 20
for Master Trust II
3 Supplementary Master Trust II Data
16
<PAGE>
EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
FCC NATIONAL BANK
----------------------------------------
FIRST CHICAGO MASTER TRUST II
----------------------------------------
The undersigned, duly authorized representatives of FCC National Bank
("FCCNB"), as Servicer pursuant to the Pooling and Servicing Agreement dated as
of June 1, 1990 by and between FCCNB, as Seller and Servicer, and Norwest Bank
Minnesota, National Association, as Trustee, do hereby certify that:
1. FCCNB is, as of the date hereof, both the Seller and the Servicer under
the Pooling and Servicing Agreement.
2. The undersigned are duly authorized pursuant to the Pooling and
Servicing Agreement to execute and deliver this Certificate to the Trustee.
3. A review of the activities of the Servicer during the calendar year
ended December 31, 1995 and of its performance under the Pooling and Servicing
Agreement was conducted under our supervision.
4. Based on such review, the Servicer has, to the best of our knowledge,
fully performed all its obligations under the Pooling and Servicing Agreement
and no default in the performance of such obligations has occurred or is
continuing except as set forth in paragraph 5 below.
5. The following is a description of each default in the performance of the
Servicer's obligations under the provisions of the Pooling and Servicing
Agreement known to us to have been made by the Servicer noted during the year
ended December 31, 1995, which sets forth in detail the (i) nature of each such
default, (ii) the action taken by the Servicer, if any, to remedy each such
default and (iii) the current status of each default: None.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
27th day of March, 1996.
By: /s/ Michael J. Sheahan
-------------------------
Name: Michael J. Sheahan
Title: Vice President
By: /s/ Sharon A. Renchof
--------------------------
Name: Sharon A. Renchof
Title: Assistant Secretary
<PAGE>
EXHIBIT 99.2
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse, New York Branch
(Series 1993-F, 1993-G, 1994-K, 1994-L,
1995-O and 1995-P)
Alpine Securitization Corporation
(Series 1995-0 and 1995-P)
The Industrial Bank of Japan, Limited,
Chicago Branch (Series 1994-I, 1994-J, 1995-M
and 1995-N)
Swiss Bank Corporation, New York Branch
(Series 1991-D)
Credit Lyonnais, New York Branch
(Series 1992-E and 1993-H)
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders of
the First Chicago Master Trust II
Ladies and Gentlemen:
This letter is written pursuant to Section 3.06(a) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer"),
and Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II. In connection
therewith, we have performed the following agreed-upon procedures enumerated
below with respect to the servicing procedures employed by the Servicer relating
to Sections 3.01, 3.04, 3.05, 3.09, 12.01 and Article IV of the Agreement and
any Supplement, as amended to the date hereof. We have read the definitions of
terms relating thereto and such other provisions of the Agreement as we deemed
necessary for purposes of this letter. All terms herein are used with the
meaning as defined in the Agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 2
March 12, 1996
(a) We, in coordination with First Chicago NBD's Audit Department, compared
payment amounts on cardholder remittances to the amounts posted to the
cardholder master files, for a sample of payments, including payments
on the Accounts, noting that payments were properly applied to
cardholder accounts.
(b) We noted that the Servicer transferred card collections from Finance
Charge Receivables (including Interchange as applicable) to the Trust
on all applicable dates through review of the statements from the
Trustee.
(c) We received representation from the Servicer that separate servicing
procedures for servicing the securitized receivables were not employed
through the end of the December 1995 Due Period.
(d) We confirmed with the fidelity bond insurer that First Chicago NBD
Corporation ("the Corporation"), the parent corporation of the
Servicer, maintains fidelity bond coverage which insures against losses
through wrongdoing of its officers and employees who are involved in
the servicing of credit card receivables.
(e) We computed the base rates for each Series for every applicable month
in 1995--for January through March, 1995, for Series 1991-D, 1992-E,
1993-F, 1993-G, 1993-H, 1994-I, 1994-J, 1994-K and 1994-L, for April
through May, 1995, for Series 1991-D, 1992-E, 1993-F, 1993-G, 1993-H,
1994-I, 1994-J, 1994-K, 1994-L, 1995-M and 1995-N, for June through
December, 1995, for Series 1991-D, 1992-E, 1993-F, 1993-G, 1993-H,
1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N, 1995-O and 1995-P and
recomputed the monthly portfolio yield, noting that each month's
portfolio yield was above the applicable base rate.
(f) We received representation from the Servicer that the Servicer
maintained its computer files with respect to the pool of accounts in
the manner set forth in Section 3.04(a) of the Agreement. We, in
connection with First Chicago NBD's Audit Department, reviewed the
cardholder master file, noting that the Accounts may be specifically
identified in the Servicer's computer files.
(g) We reviewed all Certificates prepared by a Servicing Officer and
forwarded to the Trustee, noted that they were comparable in form to
Exhibit D of the Agreement and Exhibit B of the 1991-D, 1992-E, 1993-F,
1993-G and 1993-H, 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O and 1995-P Supplements to the Agreement and noted, through
confirmation with the Trustee, that the Trustee had received such
Certificates on each Determination Date preceding each Payment Date.
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 3
March 12, 1996
(h) We received representation from the Servicer that the Trustee will
receive an Officer's Certificate by March 31, 1996, in the form of
Exhibit E of the Agreement, as required under Section 3.05 of the
Agreement.
(i) We reviewed each month's Certificateholder's Monthly Certificate
Statement, noting that the amount of the First Chicago Interest in the
Trust was increased or reduced by the total amount of all adjustments
made by the Servicer, as described in Section 3.09 of the Agreement.
(j) We confirmed with the Trustee for the segregated trust accounts, for
each Series, maintained at The First National Bank of Chicago in the
name of Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders, and we noted the accounts bore a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Certificateholders.
(k) On a sample basis, we compared the amount indicated as "Cash Payable to
the Trustee" on schedules prepared by the Servicer to the corresponding
amount deposited to the segregated trust account, shown on statements
supplied by the Trustee, and noted agreement.
(l) We confirmed with Standard and Poor's, Moody's and Fitch rating
agencies that the short-term deposit ratings of the Servicer were not
below A-1, P1, and F-1 respectively, as of December 31, 1995, and as of
the date of this letter.
(m) We noted, through review of statements provided by the Servicer, that
as of the December 1995 Due Period, Series 1991-D and 1993-G are in
controlled amortization.
(n) On a sample basis, we determined through review of applicable monthly
Certificateholder records that the Paying Agent distributed an amount
equal to one twelfth of each Certificate's Rate to the Series'
Certificateholders.
(o) We recomputed from schedules provided by the Servicer, the amount of
Collections allocated to Receivables for the Certificateholders for
each applicable Due Period. We compared the recomputed amounts to the
corresponding amounts on the monthly Certificateholder's Payment Date
Statements and noted agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 4
March 12, 1996
(p) We noted, through a review of the Servicer's accounting records, that
the Monthly Servicing Fee (including the Interchange Monthly Servicing
Fee where applicable) was appropriately paid by the Trustee to the
Servicer.
(q) We noted, through review of statements supplied by the Trustee and
amounts listed on the Servicer's Monthly Certificateholder Worksheets,
that Certificate Interest and Monthly Servicing Fees were appropriately
applied with respect to each Series from collections of Finance Charge
Receivables. We noted through review of statements supplied by the
Trustee and amounts listed on the Certificateholders' Payment Date
Statements that Investor Default Amounts were appropriately applied
with respect to each Series from collections of Finance Charge
Receivables.
(r) For Series 1991-D, 1992-E, 1993-F, 1993-G, 1993-H, 1994-I, 1994-J,
1994-K and 1994-L, we confirmed with the issuing bank the total cash
collateral amount including the total unpaid loan balance as of January
15, 1996. The total cash collateral amount was also noted based on
review of each Monthly Certificateholder's Payment Date Statement. For
Series 1995-M, 1995-N, 1995-O and 1995-P, we confirmed with The First
National Bank of Chicago the Spread Account amount, which was also
noted based on review of Statements provided by the Servicer.
(s) We have been informed by management of the Servicer, that except for
Series 1991-D and 1993-G which are in controlled amortization, no
principal payments were required to be paid through the end of the
December 1995 Due Period for any Series pursuant to the provisions in
Article IV of the Supplements to the Agreement.
(t) We have been informed by management of the Servicer that Section 12.01
of the Agreement was inapplicable through the end of the December 1995
Due Period.
The foregoing procedures do not constitute an audit made in accordance
with generally accepted auditing standards. Also, they would not
necessarily reveal matters of significance. Accordingly, we make no
representations and express no opinion as to: (1) questions of legal
interpretation or the sufficiency of the foregoing procedures for your
purposes; (2) the sufficiency of the requirements of the Agreement and
the Supplement to the Agreement; and (3) the assumptions set forth in
the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 5
March 12, 1996
Certificateholder's Payment Date Statements or on the Monthly Servicer's
Certificates or any of the elements referred to therein or above. In connection
with the procedures referred to above, no matters came to our attention that
caused us to believe the servicing has not been conducted in compliance with the
terms and conditions set forth in Sections 3.01, 3.04, 3.05, 3.09, 12.01 and
Article IV, as applicable, of the Agreement and any Supplement. Had we
performed additional procedures or had we made an audit of the financial
statements of the Servicer in accordance with generally accepted auditing
standards, other matters might have come to our attention that would have been
reported to you. This report relates only to the elements specified above and
does not extend to any financial statements of the Servicer taken as a whole.
This letter is solely for the information of the addressees in connection with
Section 3.06(a) of the Agreement and, without our prior consent, is not to be
used, circulated, quoted or otherwise referred to within or without this group
for any other purpose. This letter is not to be referred to in whole or in part
in any document, except that reference may be made to it in the Form 10-K for
the First Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Fitch Investors Service, Inc.
Standard and Poor's Corporation
Swiss Bank Corporation
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1991-D
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $1,000,000,000 of 8.40%
Credit Card Certificates Series 1991-D ("Series 1991-D"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December 1995, with respect to
Series 1991-D, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer reports
of the Servicer, the aggregate Interchange Amounts for the
applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the Monthly Servicing Fee required to be paid on the
next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement; we noted a difference of $.01 in the December
1995 Due Period between the schedules prepared by the Servicer and
the amount disclosed in the Prospectus;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1991-D, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1991, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
(vi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $9 and $.02 in the January 1995 and May 1995 Due
Periods, respectively, and, according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(vii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date with
the amount on schedules prepared by the Servicer and noted
agreement;
(viii)recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(ix) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
for the Due Period with respect to the applicable Distribution
Date and noted agreement;
(x) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xi) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect to
the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xii) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date to
the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xiii)recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
(xiv) recomputed the amount of the Monthly Servicing Fee payable by the
Trust to the Servicer for the applicable Distribution Date and
noted agreement;
(xv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable
Distribution Date (the "Withdrawal Amount") to the applicable
amount on schedules prepared by the Servicer and noted
agreement;
(xvi) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xvii) recomputed the Available Cash Collateral Amount as computed in
item (xvi) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xviii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xix) have been informed by management of the Servicer that Series
1991-D was in controlled amortization as of the December 1995 Due
Period, and that the amount of principal collections was
sufficient to cover the amount owed to Certificateholders during
the amortization period and, as such, the Deficit Controlled
Amortization Amount indicated was zero for all applicable Due
Periods on the Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Fitch Investors Service, Inc.
Standard and Poor's Corporation
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1992-E
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $1,000,000,000 of 6.25% Asset
Backed Certificates Series 1992-E ("Series 1992-E"). In connection therewith,
we have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to
the Agreement, the definitions of terms relating thereto, and such other
provisions of the Agreement as we deemed necessary for the purposes of this
letter. All terms herein are used with the meaning as defined in the Agreement
and Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1992-E, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer reports
of the Servicer, the aggregate Interchange Amounts for the
applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the Monthly Servicing Fee required to be paid on the
next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1992-E, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1992, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
(vi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $9 and $.02 in the January 1995 and May 1995
Certificateholder's Payment Date Statements, respectively, and,
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(vii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date with
the amount on schedules prepared by the Servicer and noted
agreement;
(viii) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Certificates for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(ix) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement,
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
(x) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xi) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect to
the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xii) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date to
the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
(xiv) recomputed the amount of the Monthly Servicing Fee payable by the
Trust to the Servicer for the applicable Distribution Date and
noted agreement;
(xv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xvi) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xvii) recomputed the Available Cash Collateral Amount as computed in
item (xvi) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xviii)recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xix) have been informed by management of the Servicer that Series
1992-E was not in controlled amortization or rapid amortization
through the end of the December 1995 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1993-F
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $700,000,000 of Floating Rate
Asset Backed Certificates Series 1993-F ("Series 1993-F"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1993-F, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the
Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1993-F, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1993, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage of each Series, the
aggregate amount of Collections of Receivables processed for the
Due Period with respect to the applicable Distribution Date which
were allocated in respect of the Investor Certificates of all
Series and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
(vi) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and, as such, no sharing of
Excess Principal Collections occurred as of the end of the
December 1995 Due Period;
(vii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $9 and $.02 in the January
1995 and May 1995 Certificateholder's Payment Date Statements,
respectively, and, according to management of the Servicer, the
amounts reflected in the Certificateholder's Payment Date
Statements are correct;
(viii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
(ix) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Certificates for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(x) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) compared the Pre-Allocated Invested Amount for the Due Period
with respect to the Current Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xvi) recomputed the amounts of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as
of the end of the day on the applicable Distribution Date,
after giving effect to all withdrawals, deposits and payments
to be made in respect of the preceding Due Period to the
applicable amount on schedules prepared by the Servicer and
noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of
the Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted
agreement; and
(xxi) have been informed by management of the Servicer that Series
1993-F was not in controlled amortization or rapid
amortization through the end of the December 1995 Due Period
and, as such, the Deficit Controlled Amortization Amount
indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1995.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $1,226,000. These mispostings and delays in posting did
not result in the forfeiture of finance charge receivables allocable to
the Certificateholders. The aggregate dollar impact of system problems
for the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1993-G
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $300,000,000 of Floating Rate
Asset Backed Certificates Series 1993-G ("Series 1993-G"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1993-G, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1993-G, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1993, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Certificates and noted
agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Certificates, per
$1,000 interest, and noted agreement;
(vi) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and, as such, no sharing of
Excess Principal Collections occurred as of the end of the
December 1995 Due Period;
(vii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $9 and $.02 in the
January 1995 and May 1995 Certificateholder's Payment Date
Statements, respectively, and, according to management of the
Servicer, the amounts reflected in the Certificateholder's
Payment Date Statements are correct;
(viii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
amounts on schedules prepared by the Servicer and noted
agreement;
(ix) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(x) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) compared the Pre-Allocated Invested Amount for the Due Period
with respect to the Current Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the
Certificates (the "Investor Default Amount") and noted
agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs
for the Due Period with respect to the applicable Distribution
Date to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as
of the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted
agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1993-G was in controlled amortization as of the December 1995
Due Period, and that the amount of principal collections was
sufficient to cover the amount owed to Certificateholders during
the amortization period, and, as such, the Deficit Controlled
Amortization Amount indicated was zero for all applicable Due
Periods on the Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1993-H
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $700,000,000 of Floating Rate
Credit Card Certificates Series 1993-H ("Series 1993-H"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1993-H, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1993-H, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1993, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Certificates and noted
agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Certificates, per
$1,000 interest, and noted agreement;
(vi) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and as such, no sharing of
Excess Principal Collections occurred as of the end of the
December 1995 Due Period;
(vii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $9 and $.02 in the
January 1995 and May 1995 Certificateholder's Payment Date
Statements, respectively, and, according to management of the
Servicer, the amounts reflected in the Certificateholder's
Payment Date Statements are correct;
(viii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
amounts on schedules prepared by the Servicer and noted
agreement;
(ix) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(x) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) compared the Pre-Allocated Invested Amount for the Due Period
with respect to the Current Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the
Certificates (the "Investor Default Amount") and noted
agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs
for the Due Period with respect to the applicable Distribution
Date to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as
of the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted
agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1993-H was not in controlled amortization or rapid amortization
through the end of the December 1995 Due Period and, as such,
the Deficit Controlled Amortization Amount indicated was zero
for all applicable Due Periods on the Certificateholder's
Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-I
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of Floating Rate
Asset Backed Certificates Series 1994-I ("Series 1994-I"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1994-I, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amounts of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for the
applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1995, with
respect to Series 1994-I, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated May 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Pages 4
March 12, 1996
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Certificates, per
$1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-
N, 1995-O and 1995-P (for the months each respective Series was
outstanding during 1995) had a Deficiency of Finance Charge
Receivables allocated in respect of the Certificates, and as such,
the Excess Finance Charges allocated in respect of the Series
1994-I Certificates was zero;
(vii) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and as such, no sharing of Excess
Principal Collections occurred as of the end of the December 1995
Due Period;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
(viii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $9 and $.02 in the January 1995 and May 1995
Certificateholder's Payment Date Statements, respectively, and,
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii)recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect to
the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date to
the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii)compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii)compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
(xxi) have been informed by management of the Servicer that Series
1994-I was not in controlled amortization or rapid amortization
through the end of the December 1995 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-J
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of Floating Rate
Asset Backed Certificates Series 1994-J ("Series 1994-J"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1994-J, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1994-J, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated May 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in Paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Certificates and noted
agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Certificates, per
$1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer,
that none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M,
1995-N, 1995-O and 1995-P (for the months each respective Series
was outstanding during 1995) had a Deficiency of Finance Charge
Receivables allocated in respect of the Certificates and as
such, the Excess Finance Charges allocated in respect of the
Series 1994-J Certificates was zero;
(vii) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and as such, no sharing of
Excess Principal Collections occurred as of the end of the
December 1995 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
agreement for all Certificateholder's Payment Date
Statements, except for a difference of $9 and $.02 in the
January 1995 and May 1995 Certificateholder's Payment Date
Statements, respectively, and, according to management of the
Servicer, the amounts reflected in the Certificateholder's
Payment Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the
Certificates (the "Investor Default Amount") and noted
agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs
for the Due Period with respect to the applicable Distribution
Date to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as
of the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted
agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-J was not in controlled amortization or rapid amortization
through the end of the December 1995 Due Period and, as such,
the Deficit Controlled Amortization Amount indicated was zero
for all applicable Due Periods on the Certificateholder's
Payment Date Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-K
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of Floating Rate
Credit Card Certificates Series 1994-K ("Series 1994-K"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1994-K, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1994-K, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Certificates and noted
agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Certificates, per
$1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M,
1995-N, 1995-O and 1995-P (for the months each respective Series
was outstanding during 1995) had a Deficiency of Finance Charge
Receivables allocated in respect of the Certificates, and as
such, the Excess Finance Charges allocated in respect of the
Series 1994-K Certificates was zero;
(vii) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and, as such, no sharing of
Excess Principal Collections occurred as of the end of the
December 1995 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $9 and $.02 in the
January 1995 and May 1995 Certificateholder's Payment Date
Statements, respectively, and, according to management of the
Servicer, the amounts reflected in the Certificateholder's
Payment Date Statements, are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible
during the Due Period with respect to the applicable
Distribution Date allocable to the Certificates (the "Investor
Default Amount") and noted agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs
for the Due Period with respect to the applicable Distribution
Date to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as
of the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted
agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-K was not in controlled amortization or rapid amortization
through the end of the December 1995 Due Period and, as such,
the Deficit Controlled Amortization Amount indicated was zero
for all applicable Due Periods on the Certificateholder's
Payment Date Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
matters might have come to our attention that would have been reported to you.
This letter relates only to the elements specified above and does not extend to
any financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-L
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of 7.15% Credit
Card Certificates Series 1994-L ("Series 1994-L"). In connection therewith, we
have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this letter. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1995, with respect to
Series 1994-L, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
respect of interest based upon 30 days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1995, with respect to
Series 1994-L, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Certificates and noted
agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Certificates, per
$1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M,
1995-N, 1995-O and 1995-P (for the months each respective Series
was outstanding during 1995) had a Deficiency of Finance Charge
Receivables allocated in respect of the Certificates, and as
such, the Excess Finance Charges allocated in respect of the
Series 1994-L Certificates was zero;
(vii) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and such, no sharing of Excess
Principal Collections occurred as of the end of the December
1995 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $9 and $.02 in the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
January 1995 and May 1995 Certificateholder's Payment Date
Statements, respectively, and, according to management of the
Servicer, the amounts reflected in the Certificateholder's
Payment Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date with
the amount on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the
Certificates (the "Investor Default Amount") and noted
agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs
for the Due Period with respect to the applicable Distribution
Date to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as
of the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted
agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-L was not in controlled amortization or rapid amortization
through the end of the December 1995 Due Period and, as such,
the Deficit Controlled Amortization Amount indicated was zero
for all applicable Due Periods on the Certificateholder's
Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as
the information included in each Monthly Servicer's Certificate
and each Certificateholder's Payment Date Statement for each
Due Period in 1995. We have also received representation from management
of the Servicer that all misstatements were corrected when the
adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$1,226,000. These mispostings and delays in posting did not result in
the forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1995-M
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-M ("Series 1995-M"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of April through December, 1995, with respect to
Series 1995-M, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the
applicable Distribution Date with amounts on schedules
prepared by the Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted
agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared
by the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable
Distribution Date to amounts on schedules prepared by the
Servicer and noted agreement; we also noted that Series 1995-M
was issued on April 19, 1995, and the interest for the April
1995 Due Period was paid along with the interest from the May
1995 Due Period;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
and summed them to arrive at the Monthly Servicing Fee
required to be paid on the next succeeding Distribution Date
and noted agreement; we also noted that Series 1995-M was
issued on April 19, 1995, and this fee was computed based on a
12-day period for the April 1995 Due Period as well as paid
along with the fee from the May 1995 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement; we also noted that Series 1995-M was issued on
April 19, 1995, and this interest was computed based on a 26-
day period for the April 1995 Due Period as well as paid along
with the interest from the May 1995 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of April through December, 1995, with respect to
Series 1995-M, referred to in Section 5.02(a) of, and Exhibit B to, the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
Supplement to the Agreement dated April 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date
Statement in respect of principal and interest on the Class A
Certificates, per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each
Series, the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Investor Certificates of all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Series 1995-M Certificates
and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class
A Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to
the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period
with respect to the applicable Distribution Date allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1995-L, 1995-M,
1995-N, 1995-O and 1995-P (for the months each respective
Series was outstanding during 1995) had a Deficiency of
Finance Charge Receivables allocated in respect of the
Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1995-M Certificates was
zero;
(x) have been informed by management of the Servicer that as of
the December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was
sufficient to cover the amount owed to Series 1993-G
Certificateholders during its amortization period, and, as
such, no sharing of
Excess Principal Collections occurred as of the end of the
December 1995 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared
by the Servicer and noted agreement for all
Certificateholder's Payment Date Statements, except for a
difference of $9 and $.02 in the January 1995 and May 1995
Certificateholder's Payment Date Statements, respectively,
and, according to management of the Servicer, the amounts
reflected in the Certificateholder's Payment Date Statements
are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-M Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of the Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-M Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-M Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with
respect to the applicable Distribution Date and noted
agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end
of the Due Period for the applicable Distribution Date to
amounts accumulated from the computer reports of the Servicer
and noted agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with
respect to the applicable Distribution Date allocable to the
Series 1995-M Certificates (the "Investor Default Amount") and
noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A
Investor Charge-Offs for the Due Period with respect to the
applicable Distribution Date to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor
Charge-Offs, if any, by which the principal balance of the
Class A Certificates exceeds the Class A Invested Amount as of
the end of the day on the Record Date with respect to the
applicable Distribution Date and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of
Interchange Monthly Servicing Fee payable to the Servicer for
the applicable Distribution Date and noted agreement; we also
noted that Series 1995-M was issued on April 19, 1995, and
this fee was computed based on a 12-day period for the April
1995 Due Period;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date
(the "Available Cash Collateral Amount" for the next
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
Distribution Date) to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as computed in
item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates after giving effect to all
reductions thereof on the applicable Distribution Date and
noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by
the Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by
the Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted
agreement; and
(xxxiii) have been informed by management of the Servicer that Series
1995-M was not in controlled amortization or rapid
amortization through the end of the December 1995 Due Period
and, as such, the Deficit Controlled Amortization Amount
indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995 that Series 1995-M was outstanding,
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 12, 1996
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1995.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays
in the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $1,226,000. These mispostings and delays in posting did
not result in the forfeiture of finance charge receivables allocable to
the Certificateholders. The aggregate dollar impact of system problems
for the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 12, 1996
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1995-N
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-N ("Series 1995-N"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of April through December, 1995,
with respect to Series 1995-N, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the
applicable Distribution Date with amounts on schedules
prepared by the Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted
agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared
by the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable
Distribution Date to amounts on schedules prepared by the
Servicer and noted agreement; we also noted that Series 1995-N
was issued on April 19, 1995, and the interest for the April
1995 Due Period was paid along with the interest from the May
1995 Due Period;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee
required to be paid on the next succeeding Distribution Date
and noted agreement; we also noted that Series 1995-N was
issued on April 19, 1995, and this fee was computed based on a
12-day period for the April 1995 Due Period as well as paid
along with the fee from the May 1995 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement; we also noted that Series 1995-N was issued on
April 19, 1995, and this interest was computed based on a
26-day period for the April 1995 Due Period as well as paid
along with the interest from the May 1995 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of April through December, 1995, with respect to
Series 1995-N, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated April 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date
Statement in respect of principal and interest on the Class A
Certificates, per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each
Series, the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Investor Certificates of all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Series 1995-N Certificates
and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class
A Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
(vii) compared the Excess Spread for the Due Period with respect to
the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period
with respect to the applicable Distribution Date allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M,
1995-N, 1995-O and 1995-P (for the months each respective
Series was outstanding during 1995) had a Deficiency of
Finance Charge Receivables allocated in respect of the
Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1995-N Certificates was
zero;
(x) have been informed by management of the Servicer that as of
the December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was
sufficient to cover the amount owed to Series 1993-G
Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as
of the end of the December 1995 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared
by the Servicer and noted agreement for all
Certificateholder's Payment Date Statements, except for a
difference of $9 and $.02 in the January 1995 and May 1995
Certificateholder's Payment Date Statements, respectively,
and, according to management of the Servicer, the amounts
reflected in the Certificateholder's Payment Date Statements
are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-N Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-N Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-N Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with
respect to the applicable Distribution Date and noted
agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end
of the Due Period for the applicable Distribution Date to
amounts accumulated from the computer reports of the Servicer
and noted agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with
respect to the applicable Distribution Date allocable to the
Series 1995-N
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A
Investor Charge-Offs for the Due Period with respect to the
applicable Distribution Date to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor
Charge-Offs, if any, by which the principal balance of the
Certificates exceeds the Class A Invested Amount as of the end
of the day on the Record Date with respect to the applicable
Distribution Date and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for
the applicable Distribution Date and noted agreement; we also
noted that Series 1995-N was issued on April 19, 1995, and
this fee was computed based on a 12-day period for the April
1995 Due Period;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date
(the "Available Cash Collateral Amount" for the next
Distribution Date) to the applicable amount on schedules
prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
(xxvii) recomputed the Available Cash Collateral Amount as computed in
item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates, after giving effect to all
reductions thereof on the applicable Distribution Date and
noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by
the Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by
the Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted
agreement; and
(xxxiii) have been informed by management of the Servicer that Series
1995-N was not in controlled amortization or rapid
amortization through the end of the December 1995 Due Period
and, as such, the Deficit Controlled Amortization Amount
indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995 that Series 1995-N was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1995.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 12, 1996
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays
in the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $1,226,000. These mispostings and delays in posting did
not result in the forfeiture of finance charge receivables allocable to
the Certificateholders. The aggregate dollar impact of system problems
for the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 12, 1996
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Alpine Securitization Corporation
Re: First Chicago Master Trust II, Series 1995-O
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-O ("Series 1995-O"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of June through December, 1995, with respect to
Series 1995-O, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement; we also noted that Series 1995-O was issued on June
15, 1995, and the interest for the June 1995 Due period was paid
along with the interest from the July 1995 Due Period;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement; we also noted that Series 1995-O was issued on June
15, 1995, and this fee was computed based on a 16-day period for
the June 1995 Due Period as well as paid along with the fee from
the July 1995 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period
divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement; we
also noted that Series 1995-O was issued on June
15, 1995, and this interest was computed based on a 32-day
period for the June 1995 Due Period as well as paid along with
the interest from the July 1995 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of June through December, 1995, with respect to
Series 1995-O, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Class A Certificates,
per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Series 1995-O Certificates and
noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
(vii) compared the Excess Spread for the Due Period with respect to
the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1995-L, 1995-M,
1995-N, 1995-O and 1995-P (for the months each respective Series
was outstanding during 1995) had a Deficiency of Finance Charge
Receivables allocated in respect of the Certificates, and as
such, the Excess Finance Charges allocated in respect of the
Series 1995-O Certificates was zero;
(x) have been informed by management of the Servicer that as of the
December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was sufficient
to cover the amount owed to Series 1993-G Certificateholders
during its amortization period, and, as such, no sharing of
Excess Principal Collections occurred as of the end of the
December 1995 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $9 and $.02 in the
January 1995 and May 1995 Certificateholder's Payment Date
Statements, respectively, and, according to management of the
Servicer, the amounts reflected in the Certificateholder's
Payment Date Statements are correct;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-O Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of the Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-O Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-O Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series
1995-O Certificates (the "Investor Default Amount") and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor
Charge-Offs, if any, by which the principal balance of the
Certificates exceeds the Class A Invested Amount as of the end
of the day on the Record Date with respect to the applicable
Distribution Date and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement; we also noted that Series
1995-O was issued on June 15, 1995, and this fee was computed
based on a 16-day period for the June 1995 Due Period;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as computed in
item (xxvi) above as a percentage of the Class A Invested Amount
of the Certificates after giving effect to all reductions
thereof on the applicable Class A Distribution Date and noted
agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1995-O was not in controlled amortization or rapid amortization
through the end of the December 1995 Due Period and, as such,
the Deficit Controlled Amortization Amount indicated was zero
for all applicable Due Periods on the Certificateholder's
Payment Date Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 12, 1996
3. We have received representation from management of the Servicer that
during all Due Periods in 1995 that Series 1995-O was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1995.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $1,226,000. These mispostings and delays in posting did
not result in the forfeiture of finance charge receivables allocable to
the Certificateholders. The aggregate dollar impact of system problems
for the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 12, 1996
Date Statement or any of the elements referred to above. Had we performed
additional procedures or had we made an audit of the financial statements of
the Servicer in accordance with generally accepted auditing standards, other
matters might have come to our attention that would have been reported to you.
This letter relates only to the elements specified above and does not extend to
any financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 12, 1996
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Alpine Securitization Corporation
Re: First Chicago Master Trust II, Series 1995-P
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-P ("Series 1995-P"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of June through December, 1995, with
respect to Series 1995-P, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 12, 1996
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the
applicable Distribution Date with amounts on schedules
prepared by the Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted
agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared
by the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable
Distribution Date to amounts on schedules prepared by the
Servicer and noted agreement; we also noted that Series 1995-P
was issued on June 15, 1995, and the interest for the June
1995 Due Period was paid along with the interest from the July
1995 Due Period;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee
required to be paid on the next succeeding Distribution Date
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 12, 1996
and noted agreement; we also noted that Series 1995-P was
issued on June 15, 1995, and this fee was computed based on a
16-day period for the June 1995 Due Period as well as paid
along with the fee from the July 1995 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement; we also noted that Series 1995-P was issued on June
15, 1995, and this interest was computed based on a 32-day
period for the June 1995 Due Period as well as paid along with
the interest from the July 1995 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 12, 1996
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of June through December, 1995, with respect to
Series 1995-P, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date
Statement in respect of principal and interest on the Class A
Certificates, per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each
Series, the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Investor Certificates of all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Series 1995-P Certificates
and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class
A Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 12, 1996
(vii) compared the Excess Spread for the Due Period with respect to
the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period
with respect to the applicable Distribution Date allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M,
1995-N, 1995-O and 1995-P (for the months each respective
Series was outstanding during 1995) had a Deficiency of
Finance Charge Receivables allocated in respect of the
Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1995-P Certificates was
zero;
(x) have been informed by management of the Servicer that as of
the December 1995 Due Period, Series 1993-G was in controlled
amortization. The amount of principal collections was
sufficient to cover the amount owed to Series 1993-G
Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as
of the end of the December 1995 Due Period.
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared
by the Servicer and noted agreement for all
Certificateholder's Payment Date Statements, except for a
difference of $9 and $.02 in the January 1995 and May 1995
Certificateholder's Payment Date Statements, respectively,
and, according to management of the Servicer, the amounts
reflected in the Certificateholder's Payment Date Statements
are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-P Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 12, 1996
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-P Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-P Certificates for the Due
Period with respect to the applicable Distribution Date and
noted agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with
respect to the applicable Distribution Date and noted
agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end
of the Due Period for the applicable Distribution Date to
amounts accumulated from the computer reports of the Servicer
and noted agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with
respect to the applicable Distribution Date allocable to the
Series 1995-P Certificates (the "Investor Default Amount") and
noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 12, 1996
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A
Investor Charge-Offs for the Due Period with respect to the
applicable Distribution Date to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor
Charge-Offs, if any, by which the principal balance of the
Certificates exceeds the Class A Invested Amount as of the end
of the day on the Record Date with
respect to the applicable Distribution Date and noted
agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for
the applicable Distribution Date and noted agreement; we also
noted that Series 1995-P was issued on June 15, 1995, and this
fee was computed based on a 16-day period for the June 1995
Due Period;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date
(the "Available Cash Collateral Amount" for the next
Distribution Date) to the applicable amount on schedules
prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 12, 1996
(xxvii) recomputed the Available Cash Collateral Amount as computed in
item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates, after giving effect to all
reductions thereof on the applicable Distribution Date and
noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by
the Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by
the Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted
agreement; and
(xxxiii) have been informed by management of the Servicer that Series
1995-P was not in controlled amortization or rapid
amortization through the end of the December 1995 Due Period
and, as such, the Deficit Controlled Amortization Amount
indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1995 that Series 1995-P was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1995.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 12, 1996
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays
in the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $1,226,000. These mispostings and delays in posting did
not result in the forfeiture of finance charge receivables allocable to
the Certificateholders. The aggregate dollar impact of system problems
for the entire securitized Portfolio was approximately $525,000.
Approximately $501,000 remains uncorrected, including the forfeiture of
finance charge receivables of approximately $500,000 allocable to the
Certificateholders. As finance charge receivables allocated to the
Certificateholders exceeded amounts to be paid from this allocation,
interest paid to Certificateholders was not affected. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 12, 1996
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
EXHIBIT 99.3
Supplementary Master Trust II Data
Master Trust II
<TABLE>
<CAPTION>
<S> <C>
(i) 8.40% Credit Card Certificates Series 1991-D
(A) The total amount of cash distributed to Series 1991-D
Certificateholders in 1995, per $1,000 of Series 1991-D
Certificates..................................................... $ 84.00
(B) The total amount of the distribution set forth in paragraph (i)(A)
which represents principal payments on the Series 1991-D
Certificates..................................................... $ 0
(C) The total amount of the Monthly Servicing Fee paid to the
Servicer from the Master Trust II in 1995 with respect to the
Series 1991-D Certificates....................................... $ 20,000,000
(ii) 6.25% Asset Backed Certificates Series 1992-E
(A) The total amount of cash distributed to Series 1992-E
Certificateholders in 1995, per $1,000 of Series 1992-E
Certificates..................................................... $ 62.50
(B) The total amount of the distribution set forth in paragraph (ii)(A)
which represents principal payments on the Series 1992-E
Certificates..................................................... $ 0
(C) The total amount of the Monthly Servicing Fee paid to the
Servicer from the Master Trust II in 1995 with respect to the
Series 1992-E Certificates....................................... $ 20,000,000
(iii) Floating Rate Asset Backed Certificates Series 1993-F
(A) The total amount of cash distributed to Series 1993-F
Certificateholders in 1995, per $1,000 of Series 1993-F
Certificates..................................................... $ 63.68
(B) The total amount of the distribution set forth in paragraph (iii)(A)
which represents principal payments on the Series 1993-F
Certificates..................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds paid to the Servicer from the Master Trust II in
1995 with respect to the Series 1993-F
Certificates..................................................... $ 3,500,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the
Series 1993-F Certificates....................................... $ 11,200,000
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(iv) Floating Rate Asset Backed Certificates Series 1993-G
(A) The total amount of cash distributed to Series 1993-G
Certificateholders in 1995, per $1,000 of Series 1993-G
Certificates........................................................ $ 62.46
(B) The total amount of the distribution set forth in paragraph
(iv)(A) which represents principal payments on the Series 1993-G
Certificates........................................................
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1995 with respect
to the Series 1993-G Certificates................................... $ 1,500,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the Series 1993-G
Certificates........................................................ $ 4,800,000
(v) Floating Rate Credit Card Certificates Series 1993-H
(A) The total amount of cash distributed to Series 1993-H
Certificateholders in 1995, per $1,000 of Series 1993-H
Certificates........................................................ $ 62.67
(B) The total amount of the distribution set forth in paragraph (v)(A)
which represents principal payments on the Series 1993-H
Certificates........................................................ $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1995 with
respect to the Series 1993-H
Certificates........................................................ $ 5,250,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the Series 1993-H
Certificates....................................................... $ 8,750,000
(vi) Floating Rate Asset Backed Certificates Series 1994-I
(A) The total amount of cash distributed to Series 1994-I
Certificateholders in 1995, per $1,000 of Series 1994-I
Certificates....................................................... $ 62.36
(B) The total amount of the distribution set forth in paragraph (vi)(A)
which represents principal payments on the Series 1994-I
Certificates....................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1995 with
respect to the Series 1994-I Certificates........................... $ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the Series 1994-I
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Certificates........................................................ $ 6,250,000
(vii) Floating Rate Asset Backed Certificates Series 1994-J
(A) The total amount of cash distributed to Series 1994-J
Certificateholders in 1995, per $1,000 of Series 1994-J
Certificates........................................................ $ 62.87
(B) The total amount of the distribution set forth in paragraph (vii)(A)
which represents principal payments on the Series 1994-J
Certificates........................................................ $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1995 with
respect to the Series 1994-J
Certificates........................................................ $ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the Series 1994-J
Certificates........................................................ $ 6,250,000
(viii) Floating Rate Credit Card Certificates Series 1994-K
(A) The total amount of cash distributed to Series 1994-K
Certificateholders in 1995, per $1,000 of Series 1994-K
Certificates........................................................ $ 62.54
(B) The total amount of the distribution set forth in paragraph (viii)(A)
which represents principal payments on the Series 1994-K
Certificates........................................................ $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1995 with
respect to the Series 1994-K Certificates........................... $ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the Series 1994-K
Certificates........................................................ $ 6,250,000
(ix) 7.15% Credit Card Certificates Series 1994-L
(A) The total amount of cash distributed to Series 1994-L
Certificateholders in 1995, per $1,000 of Series 1994-L
Certificates........................................................ $ 71.50
(B) The total amount of the distribution set forth in paragraph (ix)(A)
which represents principal payments on the Series 1994-L
Certificates........................................................ $ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II in 1995
with respect to the Series 1994-L
Certificates........................................................ $ 3,750,000
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(D) The total amount of the Interchange Monthly Servicing
Fee payable to the Servicer in 1995 with respect to the
Series 1994-L Certificates........................... $ 6,250,000
(x) Floating Rate Credit Card Certificates Series 1995-M
(A) The total amount of cash distributed to Series 1995-L Class A
Certificateholders in 1995, per $1,000 of Series 1995-M
Class A Certificates................................. $ 41.22
(B) The total amount of the distribution set forth in paragraph (x)(A)
which represents principal payments on the Series 1995-M
Class A Certificates................................. $ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II in
1995 with respect to the Series
1995-M Certificates.................................. $ 2,642,857
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1995 with respect to the Series 1995-M
Certificates......................................... $ 4,404,762
(xi) Floating Rate Credit Card Certificates Series 1995-N
(A) The total amount of cash distributed to Series 1995-N Class A
Certificateholders in 1995, per $1,000 of Series 1995-N
Class A Certificates................................. $ 40.69
(B) The total amount of the distribution set forth in paragraph (xi)(A)
which represents principal payments on the Series 1995-N
Class A Certificates................................. $ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II in
1995 with respect to the Series 1995-N Certificates.. $ 2,642,857
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1995 with respect to the Series
1995-N Certificates.................................. $ 4,404,762
(xii) Floating Rate Credit Card Certificates Series 1995-O
(A) The total amount of cash distributed to Series 1995-O Class A
Certificateholders in 1995, per $1,000 of Series 1995-O
Class A Certificates.................................. $ 31.15
(B) The total amount of the distribution set forth in paragraph
(xii)(A) which represents principal payments on the Series
1995-O Class A Certificates........................... $ 0
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1995 with respect
to the Series 1995-O Certificates............................... $ 1,976,190
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the Series 1995-O
Certificates.................................................... $ 3,293,651
(xiii) Floating Rate Credit Card Certificates Series 1995-P
(A) The total amount of cash distributed to Series 1995-P Class A
Certificateholders in 1995, per $1,000 of Series 1995-P
Class A Certificates............................................ $ 30.89
(B) The total amount of the distribution set forth in paragraph (xiii)(A)
which represents principal payments on the Series 1995-P
Class A Certificates............................................ $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1995 with respect
to the Series 1995-P Certificates............................... $ 1,976,190
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1995 with respect to the Series 1995-P
Certificates.................................................... $ 3,293,651
(xiv)The amount of outstanding balances in the Accounts which were 30
or more days delinquent as of the December 1995 Due Period (i.e.,
with respect to the January 1996 interest payment date)............. $681,137,512
</TABLE>
5
