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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FCC NATIONAL BANK
(with respect to FIRST CHICAGO MASTER TRUST II)
(Exact name of registrant as specified in their charter)
United States of America 51-0269396
(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Gateway Center
300 King Street
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box [_].
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box [X].
Securities Act registration file number to which this form relates: 333-02361
Securities to be registered pursuant to Section 12(g) of the Act:
First Chicago Master Trust II
Floating Rate Asset Backed Certificates Series 1997-U
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities
to be Registered.
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The descriptions of the Floating Rate Asset Backed Certificates
Series 1997-U appearing under the captions entitled (a) "Prospectus
Summary"; "Risk Factors"; "Maturity and Principal Payment
Considerations"; "Description of the Certificates and the Agreement";
"Enhancement"; "Certain Legal Aspects of the Receivables"; "Tax
Matters"; "State and Local Taxation" and "ERISA Considerations" in
the Prospectus, dated October 21, 1997 (the "Prospectus") under the
Registrant's Registration Statement on Form S-3, File No. 333-02361
and filed with the Securities and Exchange Commission pursuant to
Rule 424(b)(5), and (b) under the captions entitled "Summary of
Series Terms"; "Summary of Series Provisions"; "Maturity and
Principal Payment Considerations"; and "Description of the Class A
Certificates and the Agreement" in the Prospectus Supplement, dated
October 21, 1997 to the Prospectus, as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(5), are incorporated
herein by reference.
Item 2. Exhibits
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Exhibit 1 - Form of specimen of certificate representing Floating
Rate Asset Backed Certificates Series 1997-U (included in Exhibit
26).
Exhibit 2 - Articles of Association of FCC National Bank. [Exhibit
3.1 to the Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1, File No. 33-61950, is
incorporated herein by reference].
Exhibit 3 - By-laws of FCC National Bank [Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, File No. 33-61950,
is incorporated herein by reference].
Exhibit 4 - Pooling and Servicing Agreement [Exhibit 4.1 to the
Registrant's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1, File No. 33-35084, is incorporated herein by
reference].
Exhibit 5 - Series 1990-A Supplement to the Pooling and Servicing
Agreement [Exhibit 4.2 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-35084,
is incorporated herein by reference].
Exhibit 6 - Series 1990-B Supplement to the Pooling and Servicing
Agreement [Exhibit 4.2 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-36078,
is incorporated herein by reference.]
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Exhibit 7 - Series 1990-C Supplement to the Pooling and Servicing
Agreement [Exhibit 4.3 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-37021,
is incorporated herein by reference].
Exhibit 8 - Series 1991-D Supplement to the Pooling and Servicing
Agreement [Exhibit 4.5 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-40126,
is incorporated herein by reference].
Exhibit 9 - Series 1992-E Supplement to the Pooling and Servicing
Agreement [Exhibit 4.6 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-40135 is
incorporated herein by reference].
Exhibit 10 - Certain amendments to the Series 1990-A Supplement,
Series 1990-B Supplement and Series 1990-C Supplement [Exhibits 4A,
4B, 4C, 4D, 4E and 4F to the Registrant's Form 8-K dated June 18,
1992 is incorporated by reference].
Exhibit 11 - Series 1993-F Supplement to the Pooling and Servicing
Agreement [Exhibit 4.8 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-61950 is
incorporated herein by reference].
Exhibit 12 - Series 1993-G Supplement to the Pooling and Servicing
Agreement [Exhibit 4.9 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-61950 is
incorporated herein by reference].
Exhibit 13 - Series 1993-H Supplement to the Pooling and Servicing
Agreement [Exhibit 4.10 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-67056 is
incorporated herein by reference].
Exhibit 14 - Series 1994-I Supplement to the Pooling and Servicing
Agreement [Exhibit 4.11 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-78032 is
incorporated herein by reference].
Exhibit 15 - Series 1994-J Supplement to the Pooling and Servicing
Agreement [Exhibit 4.12 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-78032 is
incorporated herein by reference].
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Exhibit 16 - Series 1994-K Supplement to the Pooling and Servicing
Agreement [Exhibit 4.13 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-82466 is incorporated by reference].
Exhibit 17 - Series 1994-L Supplement to the Pooling and Servicing
Agreement [Exhibit 4.14 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-82466 is incorporated by reference].
Exhibit 18 - Series 1995-M Supplement to the Pooling and Servicing
Agreement [Exhibit 4.15 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-84880 is incorporated by reference].
Exhibit 19 - Series 1995-N Supplement to the Pooling and Servicing
Agreement [Exhibit 4.16 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-84880 is incorporated by reference].
Exhibit 20 - Series 1995-O Supplement to the Pooling and Servicing
Agreement [Exhibit 4.16 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-92358 is incorporated by reference].
Exhibit 21 - Series 1995-P Supplement to the Pooling and Servicing
Agreement [Exhibit 4.17 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-92358 is incorporated by reference].
Exhibit 22 - 1995 Amendment to the Pooling and Servicing Agreement
[Exhibit 4 to the Registrant's Form 8-K dated May 5, 1995, is
incorporated by reference.]
Exhibit 23 - Series 1996-Q Supplement to the Pooling and Servicing
Agreement [Exhibit 4.23 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated October 1,
1996, is incorporated by reference.]
Exhibit 24 - Series 1996-R Supplement to the Pooling and Servicing
Agreement [Exhibit 4.24 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated December
4, 1996, is incorporated by reference].
Exhibit 25 - Series 1996-S Supplement to the Pooling and Servicing
Agreement [Exhibit 4.25 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated December
4, 1996, is incorporated by reference].
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Exhibit 26 - Series 1997-T Supplement to the Pooling and Servicing
Agreement [Exhibit 4.26 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated November
10, 1997, is incorporated by reference].
Exhibit 27 - Series 1997-U Supplement to the Pooling and Servicing
Agreement [Exhibit 4.27 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated November
10, 1997, is incorporated by reference].
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on their behalf by the undersigned, thereto duly authorized.
FCC NATIONAL BANK
(Registrant)
By /s/ Peter J. Nowak, Jr.
---------------------------------
Peter J. Nowak, Jr.
Senior Vice President and
Chief Financial Officer
Dated: December 5, 1997
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
- ------- Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
<S> <C> <C>
1 Form of specimen of certificate representing Floating
Rate Asset Backed Certificates Series 1997-T. N/A
2 Articles of Association of FCC National Bank [Exhibit
3.1 to the Registrant's Post-Effective Amendment No.
1 to the Registration Statement on Form S-1, File No.
33-61950, is incorporated herein by reference]. N/A
3 By-laws of FCC National Bank [Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, File
No. 33-61950, is incorporated herein by reference]. N/A
4 Pooling and Servicing Agreement [Exhibit 4.1 to the
Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1, File No. 33-35084,
is incorporated herein by reference]. N/A
5 Series 1990-A Supplement to the Pooling and Servicing
Agreement [Exhibit 4.2 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-35084, is incorporated herein by reference]. N/A
6 Series 1990-B Supplement to the Pooling and Servicing
Agreement [Exhibit 4.2 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-36078, is incorporated herein by reference]. N/A
7 Series 1990-C Supplement to the Pooling and Servicing
Agreement [Exhibit 4.3 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-37021, is incorporated herein by reference]. N/A
</TABLE>
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<S> <C> <C>
8 Series 1991-D Supplement to the Pooling and Servicing
Agreement [Exhibit 4.5 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-40126, is incorporated herein by reference]. N/A
9 Series 1992-E Supplement to the Pooling and Servicing
Agreement [Exhibit 4.6 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-40135 is incorporated herein by reference]. N/A
10 Certain amendments to the Series 1990-A Supplement,
Series 1990-B Supplement and Series 1990-C Supplement
[Exhibits 4A, 4B, 4C, 4D, 4E and 4F to the Registrant's
Form 8-K dated June 18, 1992 is incorporated by
reference]. N/A
11 Series 1993-F Supplement to the Pooling and Servicing
Agreement [Exhibit 4.8 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-61950 is incorporated herein by reference]. N/A
12 Series 1993-G Supplement to the Pooling and Servicing
Agreement [Exhibit 4.9 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-61950 is incorporated herein by reference]. N/A
13 Series 1993-H Supplement to the Pooling and Servicing
Agreement [Exhibit 4.10 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-67056 is incorporated herein by reference]. N/A
</TABLE>
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<S> <C> <C>
14 Series 1994-I Supplement to the Pooling and Servicing
Agreement [Exhibit 4.11 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-78032 is incorporated herein by reference]. N/A
15 Series 1994-J Supplement to the Pooling and Servicing
Agreement [Exhibit 4.12 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-78032 is incorporated herein by reference]. N/A
16 Series 1994-K Supplement to the Pooling and Servicing
Agreement [Exhibit 4.13 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-82466 is incorporated herein by reference]. N/A
17 Series 1994-L Supplement to the Pooling and Servicing
Agreement [Exhibit 4.14 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-82466 is incorporated herein by reference]. N/A
18 Series 1995-M Supplement to the Pooling and Servicing
Agreement [Exhibit 4.15 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-84880 is incorporated herein by reference]. N/A
19 Series 1995-N Supplement to the Pooling and Servicing
Agreement [Exhibit 4.16 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-84880 is incorporated herein by reference]. N/A
</TABLE>
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<S> <C> <C>
20 Series 1995-O Supplement to the Pooling and Servicing
Agreement [Exhibit 4.16 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-92358 is incorporated by reference]. N/A
21 Series 1995-P Supplement to the Pooling and Servicing
Agreement [Exhibit 4.17 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1,
File No. 33-92358 is incorporated by reference]. N/A
22 1995 Amendment to the Pooling and Servicing Agreement
[Exhibit 4 to the Registrant's Form 8-K dated May 5, 1995,
is incorporated herein by reference.] N/A
23 Series 1996-Q Supplement to the Pooling and Servicing
Agreement [Exhibit 4.23 to the Registrant's Registration
Statement on Form S-3, File No. 333-02361, as filed on a
Form 8-K dated October 1, 1996, is incorporated by
reference.] N/A
24 Series 1996-R Supplement to the Pooling and Servicing
Agreement [Exhibit 4.24 to the Registrant's Registration
Statement on Form S-3, File No. 333-02361, as filed on a
Form 8-K dated December 4, 1996, is incorporated by
reference]. N/A
25 Series 1996-S Supplement to the Pooling and Servicing
Agreement [Exhibit 4.25 to the Registrant's Registration
Statement on Form S-3, File No. 333-02361, as filed on a
Form 8-K dated December 4, 1996, is incorporated by
reference]. N/A
26 Series 1997-T Supplement to the Pooling and Servicing
Agreement [Exhibit 4.26 to the Registrant's Registration
Statement on Form S-3, File No. 333-02361, as filed on a
Form 8-K dated November 10, 1997, is incorporated by
reference]. N/A
27 Series 1997-U Supplement to the Pooling and Servicing
Agreement [Exhibit 4.27 to the Registrant's Registration
Statement on Form S-3, File No. 333-02361, as filed on a
Form 8-K dated November 10, 1997, is incorporated by
reference]. N/A
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