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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 debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box [ ].
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A. (c)(2), please check the following box [ ].
Securities to be registered pursuant to Section 12(g) of the Act:
First Chicago Master Trust II
Floating Rate Asset Backed Certificates Series 1996-S
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities
to be Registered.
______________________________________
The descriptions of the Floating Rate Asset Backed Certificates
Series 1996-S 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 September 10, 1996 (the
"Prospectus") included in the Registrant's Registration Statement on
Form S-3, File No. 333-02361; 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 November 14, 1996 to the Prospectus, as filed
with the Securities and Exchange Commission pursuant to Rule
424(b)(2), are incorporated herein by reference.
Item 2. Exhibits
Exhibit 1 - Form of specimen of certificate representing Floating
Rate Asset Backed Certificates Series 1996-S (included in Exhibit
25).
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 referece].
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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SIGNATURES
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.
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Peter J. Nowak, Jr.
Senior Vice President and
Chief Financial Officer
Dated: January 31, 1997
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INDEX TO EXHIBITS
-----------------
Exhibit
- ------- Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
1 Form of specimen of certificate representing
Floating Rate Asset Backed Certificates
Series 1996-S. 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
8 Series 1991-D Supplement to the Pooling and
Servicing Agreement [Exhibit 4.5 to the
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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
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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
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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 Form8-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
