<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of l934
Date of Report (Date of earliest event reported)______________________________
October 21, 1997
- ------------------------------------------------------------------------------
FCC National Bank
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charters)
United States of America 0-16337 51-0269396
- ------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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: 302-656-5020
<PAGE>
Item 5. Other Events.
- ------
1. On October 20, 1997, the registrant made available to prospective
investors a series term sheet setting forth a description of the
collateral pool and the proposed structure of Class A Floating Rate
Asset Backed Certificates, Series 1997-T of the First Chicago Master
Trust II. The series term sheet is attached hereto as Exhibit 99.01.
2. On October 20, 1997, the registrant made available to prospective
investors a series term sheet setting forth a description of the
collateral pool and the proposed structure of Class A Floating Rate
Asset Backed Certificates, Series 1997-U of the First Chicago Master
Trust II. The series term sheet is attached hereto as Exhibit 99.02.
Item 7. Financial Statements and Exhibits.
- -------
(c) Exhibits
Exhibit Number Description of Exhibit
-------------- ----------------------
99.01 Series Term Sheet dated October 20, 1997, with respect
to the proposed issuance of the Class A Floating Rate
Asset Backed Certificates, Series 1997-T of the First
Chicago Master Trust II.
99.02 Series Term Sheet dated October 20, 1997, with respect
to the proposed issuance of the Class A Floating Rate
Asset backed Certificates, Series 1997-U of the First
Chicago Master Trust II.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FCC NATIONAL BANK
-------------------------------------
(Registrant)
Date: October 21, 1997 By /s/ Sharon A. Renchof
_________________________________________________
Title: Assistant Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
- -------- ----------------- ------------------
99.01 Series Term Sheet dated October
20, 1997, with respect to the pro-
posed issuance of the Class A
Floating Rate Asset Backed
Certificates, Series 1997-T of the
First Chicago Master Trust II.
99.02 Series Term Sheet dated October
20, 1997, with respect to the pro-
posed issuance of the Class A
Floating Rate Asset Backed
Certificates, Series 1997-U of the
First Chicago Master Trust II.
<PAGE>
Exhibit 99.01
SUBJECT TO REVISION
SERIES TERM SHEET DATED OCTOBER 20, 1997
$
FIRST CHICAGO MASTER TRUST II
FLOATING RATE ASSET BACKED CERTIFICATES SERIES 1997-T
FCC NATIONAL BANK, SELLER AND SERVICER
THE CLASS A CERTIFICATES WILL REPRESENT INTERESTS IN THE TRUST ONLY AND WILL
NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF FCC NATIONAL BANK OR ANY
AFFILIATE THEREOF EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN. NEITHER THE
CLASS A CERTIFICATES, THE UNDERLYING ACCOUNTS, THE RECEIVABLES NOR ANY
COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT
THE CLASS A CERTIFICATES; HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN
COMPLETE INFORMATION ABOUT THE CLASS A CERTIFICATES. THE INFORMATION PROVIDED
HEREIN IS PRELIMINARY, LIMITED IN NATURE AND SUBJECT TO COMPLETION OR
AMENDMENT AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. ADDITIONAL INFORMATION WILL BE
CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS SERIES TERM
SHEET IS NOT INTENDED TO BE A PROSPECTUS AND AN INVESTOR'S DECISION SHOULD BE
BASED ON THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. PURCHASERS ARE URGED TO
READ BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE. SALES OF THE CLASS A CERTIFICATES MAY NOT BE CONSUMMATED
UNLESS THE PURCHASER HAS RECEIVED BOTH THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.
FIRST CHICAGO CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON
CHASE SECURITIES INC.
LEHMAN BROTHERS
SALOMON BROTHERS INC
<PAGE>
This Series Term Sheet will be superseded in its entirety by the information
appearing in the Prospectus Supplement, the Prospectus and the Series 1997-T
Supplement to the Pooling and Servicing Agreement, as amended (the "Agreement")
between FCC National Bank (the "Bank"), as seller (in such capacity, the
"Seller") and servicer (in such capacity, the "Servicer"), and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee"). The information
contained herein addresses only certain limited aspects of the Class A
Certificates and their investment characteristics, and does not purport to
provide a complete description thereof or of the risks associated with the
purchase thereof which are more fully described under "Risk Factors" in the
Prospectus.
SUMMARY OF SERIES TERMS
Trust................. First Chicago Master Trust II.
Title of Security..... Floating Rate Asset Backed Certificates Series
1997-T (the "Class A Certificates").
Initial Invested
Amount............... $
Class A Initial
Invested Amount...... $
Collateral Initial
Invested Amount...... $
Class A Certificate
Rate................. LIBOR plus % per annum.
Distribution Dates.... The fifteenth day of each month (or, if such
day is not a business day, the next succeeding
business day), commencing December 15, 1997.
Class A Scheduled
Payment Date......... The September 2000 Distribution Date.
Controlled
Accumulation Amount.. For each Distribution Date with respect to the
Accumulation Period, $ ; except that, if the
commencement of the Accumulation Period is delayed as
described herein under "Revolving Period", which the
Bank believes is likely, the Class A Controlled
Accumulation Amount may be higher for each
Distribution Date with respect to the Accumulation
Period.
Series Termination
Date................. The October 2002 Distribution Date.
SUMMARY OF SERIES PROVISIONS
Issuer................ The Class A Certificates and the Collateral
Interest (collectively, the "Certificates")
each represent an undivided interest in the
Trust. As used herein, the term "Series 1997-
T" refers to the Class A Certificates and the
Collateral Interest, and the term
"Certificateholders" refers to holders of the
Class A Certificates and the holder of the
Collateral Interest, while the term "Series"
refers to any Series issued by the Trust,
including Series 1997-T. Concurrently with the
issuance of the Certificates, the Trust is
expected to issue another Series ("Series
1997-U"). The issuance of Series 1997-T is not
conditioned on the issuance of Series 1997-U.
2
<PAGE>
Trust Assets.......... The Trust assets include all receivables
existing from time to time (the "Receivables")
in certain consumer revolving credit card
accounts owned by the Bank (the "Accounts"),
any Receivables in additional accounts added
to the Trust from time to time, funds
collected or to be collected from cardholders
in respect of the Receivables (other than
recoveries on charged-off Receivables), moneys
on deposit in certain accounts of the Trust,
the right to receive certain Interchange fees
attributable to the Accounts (which right may
not be afforded to a particular Series) and
any Enhancement issued with respect to a
particular Series (the drawing on or payment
of such Enhancement not being available to the
Certificateholders of any other Series). The
Trust will not include the Receivables from
any removed accounts which are removed from
the Trust from time to time. The term
"Enhancement" shall mean, with respect to any
Series, any letter of credit, guaranteed rate
agreement, maturity guaranty facility, tax
protection agreement, interest rate swap, cash
collateral account, collateral interest or
other contract, agreement or arrangement for
the benefit of Certificateholders of such
Series or any class thereof.
The Accounts and the
Receivables.......... The Accounts currently consist of substantially
all of the VISA(R) and MasterCard(R)* consumer
revolving credit card accounts existing in all
of the Seller's ten billing cycles, excluding
certain accounts not originated by either the
Seller or its affiliate, The First National
Bank of Chicago ("FNBC").
Additional accounts added to each of the
billing cycles in the normal operation of the
Seller's credit card business and satisfying
the criteria provided in the Agreement also
are being added and currently are expected to
continue to be added on a daily basis to the
Accounts as a category of additional Accounts.
The Seller, at its option, may terminate or
suspend the inclusion of such additional
Accounts at any time.
All monthly calculations with respect to each
Account are computed based on the activity
during the applicable billing cycle for such
Account (the monthly billing cycle periods for
the Accounts ending in the same month are
collectively referred to as a "Due Period").
The aggregate amount of Receivables in the
Accounts as of the end of the September 1997
Due Period was $16,044,934,146, of which
$15,653,931,633 were principal Receivables and
$391,002,513 were finance charge Receivables
(including those for the related Due Period as
well as unpaid finance charge Receivables for
previous Due Periods). Certain Interchange
attributable to cardholder charges for
merchandise and services will be treated as
finance charge Receivables for purposes of the
Series 1997-T Supplement.
- ----------
* VISA(R) and MasterCard(R) are registered trademarks of VISA USA, Inc. and
MasterCard International, Inc., respectively.
3
<PAGE>
Class A Certificates.. The Trust's assets will be allocated to either
the interest of the Class A
Certificateholders, the interest of the holder
of the Collateral Interest (the "Collateral
Interest Holder"), the interest of the holders
of other outstanding Series of the Trust or
the interest of the Seller (the last being
referred to as the "First Chicago Interest").
Each Class A Certificate offered hereby
evidences an undivided interest in the Trust
assets allocated to the Class A
Certificateholders, and represents the right
to receive from such Trust assets funds up to
(but not in excess of) the amounts required to
make payments of interest at the Class A
Certificate Rate and payments of principal on
the Class A Scheduled Payment Date or, under
certain limited circumstances, during the
Rapid Amortization Period, to the extent of
the Class A Invested Amount (which may be less
than the aggregate unpaid principal balance of
the Class A Certificates).
The Class A Invested Amount will, except if
there are unreimbursed Class A Investor
Charge-Offs or if a Liquidation Event occurs,
remain fixed at the Class A Initial Invested
Amount during the Revolving Period. The Class
A Invested Amount is subject to reduction as a
result of allocating defaulted Receivables to
the Class A Certificates when amounts
available from excess spread, the Cash
Collateral Account and collections of
principal Receivables allocable to the
Collateral Interest ("Reallocated Principal
Collections") have been exhausted and the
Collateral Invested Amount has been reduced to
zero. During the Accumulation Period, for the
sole purpose of allocating finance charge
Receivables and defaulted Receivables for each
Due Period, the Class A Invested Amount will
be further reduced by the principal amount on
deposit in the Principal Funding Account from
time to time (as so reduced, the "Class A
Adjusted Invested Amount", and together with
the Collateral Invested Amount, the "Adjusted
Invested Amount").
The Collateral Interest will be issued to the
Collateral Interest Holder in the Collateral
Initial Invested Amount (the Collateral
Initial Invested Amount, together with the
Class A Initial Invested Amount, is referred
to herein as the "Initial Invested Amount").
The amount of the Collateral Interest from
time to time (the "Collateral Invested Amount"
and, together with the Class A Invested
Amount, the "Invested Amount") will form a
portion of the Enhancement together with the
Cash Collateral Account available to the Class
A Certificateholders.
The Class A Certificates will represent
undivided interests in the Trust only and will
not represent interests in or obligations of
the Seller or any affiliate thereof except to
the limited extent described herein. Neither
the Class A Certificates, the Accounts, the
Receivables nor any collections thereon are
insured or guaranteed by the Federal Deposit
Insurance Corporation or any other
governmental agency.
Monthly Interest...... Interest at the applicable Class A Certificate
Rate on the Class A Certificates for each
Interest Period will be distributed to Class A
4
<PAGE>
Certificateholders on each Distribution Date
commencing December 15, 1997, in an amount
equal to the product of (i)(a) the actual
number of days in the related Interest Period
divided by 360, times (b) the Class A
Certificate Rate for the related Interest
Period and (ii) the Class A Invested Amount as
of the preceding record date (or, in the case
of the first Distribution Date, as of the
Series T Closing Date). An "Interest Period,"
with respect to any Distribution Date, will be
the period from the previous Distribution Date
(or the Series T Closing Date) through the day
preceding such Distribution Date. "LIBOR"
means the London interbank offered quotations
for one-month United States deposits
prevailing on the date that LIBOR is
determined. LIBOR will be determined on the
second business day prior to the Series T
Closing Date for the period from the Series T
Closing Date through November 16, 1997 and on
the second business day prior to each
Distribution Date for the period from and
including such Distribution Date through the
day preceding the next succeeding Distribution
Date.
Revolving Period...... The "Revolving Period" with respect to the
Certificates means the period from, and
including, the Series T Closing Date to, but
not including, the earlier of (a) the
commencement of the Accumulation Period and
(b) the commencement of a Rapid Amortization
Period. The accumulation period with respect
to the Class A Certificates (the "Accumulation
Period") is scheduled to begin on the first
day of the Due Period relating to the October
1999 Distribution Date. Subject to certain
conditions, the day on which the Revolving
Period ends and the Accumulation Period begins
may be delayed to no later than the first day
of the Due Period relating to the September
2000 Distribution Date.
Principal Payments.... No principal is expected to be paid to the
Class A Certificateholders until the Class A
Scheduled Payment Date or, upon the occurrence
of certain events (each, a "Liquidation
Event"), the first Distribution Date with
respect to the Rapid Amortization Period.
Unless a Liquidation Event has occurred, the
Accumulation Period will begin at the end of
the Revolving Period and will end when the
Invested Amount has been paid in full, when
Series 1997-T terminates or upon the
occurrence of a Liquidation Event. During the
Accumulation Period, prior to the payment of
the Class A Invested Amount in full, amounts
equal to the least of (a) collections of
principal Receivables available to the Class A
Certificates, (b) the sum of the applicable
Controlled Accumulation Amount for the
relevant Due Period and the applicable
accumulation shortfall amount, if any, and (c)
the Class A Adjusted Invested Amount related
to the Distribution Date for such Due Period,
will be deposited monthly in a trust account
established by the Servicer (the "Principal
Funding Account") until the balance in the
Principal Funding Account is equal to the
Class A Invested Amount. If for any Due
Period, the collections of principal
Receivables available to the Class A
Certificates are less than the applicable
Controlled Accumulation Amount, the amount of
such deficiency will be the accumulation
shortfall amount for the succeeding Due
Period. If the
5
<PAGE>
commencement of the Accumulation Period is
delayed, the Controlled Accumulation Amount
for each Distribution Date with respect to the
Accumulation Period will be an amount
determined by the Servicer such that the sum
of the Controlled Accumulation Amounts for all
such Distribution Dates will not be less than
the Class A Initial Invested Amount.
Amounts in the Principal Funding Account will
be invested in certain eligible investments
and any investment earnings (net of investment
losses and expenses) will be used to pay
interest during the Accumulation Period on the
Class A Certificates in an amount equal to,
for each Interest Period, the product of
(i)(a) the actual number of days in the
related Interest Period divided by 360, times
(b) the Class A Certificate Rate for the
related Interest Period and (ii) the principal
balance in the Principal Funding Account for
such Interest Period (the "Class A Covered
Amount"). If, for any Interest Period, the
investment earnings are less than the Class A
Covered Amount, the amount of such deficiency
will be paid, to the extent available, from
the reserve account and, if necessary, from
excess spread, amounts available in the Cash
Collateral Account and Reallocated Principal
Collections. Funds on deposit in the Principal
Funding Account will be available to pay the
Class A Certificateholders in respect of the
Class A Invested Amount on the Class A
Scheduled Payment Date (or, if earlier, the
first Distribution Date with respect to the
Rapid Amortization Period). If the aggregate
principal amount of the deposits made into the
Principal Funding Account is insufficient to
pay the Class A Invested Amount in full on the
Class A Scheduled Payment Date, a Liquidation
Event will be deemed to have occurred and the
Rapid Amortization Period will commence.
During the period beginning on the earlier of
the first day of the Due Period in which a
Liquidation Event occurs or is deemed to occur
and continuing to and including the earlier of
(a) the date on which the Invested Amount has
been paid in full and (b) the date on which
Series 1997-T terminates (the "Rapid
Amortization Period"), collections of
principal Receivables and certain other
amounts allocable to the Class A
Certificateholders will be distributed to the
Class A Certificateholders monthly, in payment
of principal on the Class A Certificates, on
each Distribution Date beginning with the
first Distribution Date related to such Rapid
Amortization Period.
Cash Collateral
Account.............. The Certificates will have the benefit of an
account (the "Cash Collateral Account"), which
will be held in the name of the Trustee for
the benefit of the Certificateholders. The
Cash Collateral Account will be funded on the
Series T Closing Date in the amount of $
(the "Initial Cash Collateral Amount").
Withdrawals will be made from the Cash
Collateral Account, to the extent of available
funds on deposit therein, to pay certain
amounts to the Class A Certificates.
If the Cash Collateral Account is exhausted,
and defaulted Receivables allocable to the
Class A Certificates cannot be covered for any
Distribution Date, Reallocated Principal
Collections will be applied
6
<PAGE>
to reduce any such deficiency. If such
Reallocated Principal Collections are
insufficient to fund any such deficiency, then
the Collateral Invested Amount (to the extent
not already reduced) will be reduced by the
amount of such remaining deficiency. In the
event that such reduction of the Collateral
Invested Amount would cause the Collateral
Invested Amount to be a negative number, the
Collateral Invested Amount will be reduced to
zero and the Class A Invested Amount will be
reduced by the amount of such remaining
deficiency (a "Class A Investor Charge-Off").
Accordingly, in the event that the Cash
Collateral Account is exhausted and the
Collateral Invested Amount has been reduced to
zero, and there is such a deficiency which has
not been reimbursed, interest to be paid to
Class A Certificateholders in the future and
the amount of principal returned to Class A
Certificateholders will be reduced.
Amounts Available as
Enhancement.......... The Cash Collateral Account and the Collateral
Interest constitute the Enhancement for Series 1997-
T. The amount of Enhancement available to the Class A
Certificateholders for any Distribution Date will
equal the lesser of (i) the sum of the Collateral
Invested Amount and the amount, if any, on deposit in
the Cash Collateral Account (such sum, the "Available
Enhancement Amount") and (ii) the Required
Enhancement Amount. The "Required Enhancement Amount"
with respect to any Distribution Date means, subject
to certain limitations, the greater of (i) the
product of (a) the Adjusted Invested Amount related
to such Distribution Date and (b) 13.5% and (ii) the
sum of (A) $ and (B) the product of (I) two and
(II) the excess, if any, of $ over the amount of
funds on deposit in the Cash Collateral Account with
respect to such Distribution Date.
Final Payment of
Principal;
Termination of the
Trust................ The final distribution of principal and interest on
the Class A Certificates will be made no later than
the Series Termination Date. After such date, neither
the Trust nor the Seller will have any further
obligation to pay principal or interest on the Class
A Certificates.
Tax Status............ Counsel is of the opinion that the Class A
Certificates will be characterized as debt for
Federal income tax purposes. If the Class A
Certificates are not characterized as debt, there may
be adverse tax consequences for Certificateholders.
ERISA Considerations.. The acquisition and holding of Class A Certificates by
employee benefit plans and individual retirement
accounts that are subject to the "prohibited
transaction" rules of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the
Internal Revenue Code of 1986, as amended, may result
in "prohibited transactions." Under the regulations
issued by the Department of Labor, the Trust's assets
would not be deemed "plan assets" of any employee
benefit plan holding interests in the Class A
Certificates if certain conditions are met, including
that interests in the Class A Certificates be held by
at least 100 persons upon
7
<PAGE>
completion of the public offering of the Class A
Certificates. Further information regarding the
status of the Class A Certificates as publicly
offered securities will be provided in the Prospectus
Supplement. Accordingly, employee benefit plans
contemplating purchasing interests in Class A
Certificates should consult their counsel and review
"ERISA Considerations" in the Prospectus and "Summary
of Series Provisions--ERISA Considerations" in the
Prospectus Supplement prior to making a purchase.
Rating of the Class A
Certificates......... It is a condition to the issuance of the Class A
Certificates that they be rated in one of the two
highest rating categories by at least one nationally
recognized statistical rating organization. The
rating of the Class A Certificates is based primarily
on the value of the Receivables, the Collateral
Invested Amount and the amount to be deposited in the
Cash Collateral Account.
8
<PAGE>
THE BANK'S CREDIT CARD PORTFOLIO
LOSS AND DELINQUENCY EXPERIENCE
The following tables set forth the loss and delinquency experience with
respect to payments by cardholders for each of the periods shown for
substantially all VISA and MasterCard consumer revolving credit card accounts
owned at the dates indicated by the Bank (excluding certain accounts not
originated by the Bank or its affiliate, FNBC (the "Bank's Portfolio")) during
the periods shown. As of the end of the August 1997 Due Period, the
Receivables in the Accounts represented substantially all Receivables in the
Bank's Portfolio. There can be no assurance, however, that the loss and
delinquency experience for the Receivables in the future will be similar to
the historical experience set forth below for the Bank's Portfolio.
LOSS EXPERIENCE FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------------------- ------------------------------------
1997 1996 1996 1995 1994
----------- ----------- ----------- ----------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Average Receivables
Outstanding(1)......... $15,838,485 $15,581,908 $15,817,914 $12,625,398 $9,763,242
Gross Charge-offs(2).... 729,219 513,460 1,134,427 645,417 451,094
Gross Charge-offs as a
Percentage of Average
Receivables
Outstanding............ 9.21%(3) 6.59%(3) 7.17% 5.11% 4.62%
</TABLE>
- ----------
(1) Average Receivables Outstanding is the arithmetic average of receivables
outstanding during the period indicated.
(2) Gross Charge-offs are charge-offs before recoveries and do not include the
amount of any reductions in Average Receivables Outstanding due to fraud,
returned goods or customer disputes.
(3) On an annualized basis.
Charge-offs for the Bank's Portfolio measured as a percentage of average
receivables outstanding increased during the periods shown above, due, in
part, to certain strategies employed by the Bank to increase the cardholder
base which the Bank believes, in turn, will result in the increase of overall
revenues for the Bank's Portfolio in the future. In addition, during such
periods, consumer debt service burden and defaults increased as a result of
the growing consumer debt levels coupled with stagnant real wage growth. The
Bank believes that the current level of personal bankruptcy filings make
reductions in the loss rates unlikely in the immediate future and expects the
trend in charge-offs to continue in the near term. The timing of the peak
level of charge-offs is uncertain at this time. Losses are also affected by
other factors including competitive behavior and social conditions. The loss
rates for the Bank's Portfolio could increase in the future if economic
conditions were to worsen and could continue to increase for several months
even after such conditions begin to improve. The loss rates set forth above do
not reflect the reversal of unpaid fees and finance charges at the time a
charge-off occurs.
It is the current intention of the Seller to begin transferring recoveries
on charged off Accounts to the Trust by the end of the second quarter of 1998.
Any recoveries so transferred would generally be treated as Finance Charge
Receivables. Had gross recovery amounts attributable to Accounts whose
Receivables were charged off while included in the Bank's Portfolio been
transferred to the Trust during the six month period ended June 30, 1997, the
Seller estimates that the "Gross Charge-offs as a Percentage of Average
Receivables Outstanding" for the Trust for such period as set forth above
would have been reduced by approximately 0.45% to 0.60% (computed on an
annualized basis). There can be no assurance, however, that the recovery
experience for defaulted Receivables in the future will be similar to such
historical experience or that the Seller will be able to begin to transfer
recoveries to the Trust within the anticipated time frame.
9
<PAGE>
AVERAGE DELINQUENCIES FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
AVERAGE OF
SIX MONTHS ENDED AVERAGE OF TWELVE MONTHS ENDED DECEMBER 31,
------------------------ --------------------------------------------------------------------------
JUNE 30, 1997 1996 1995 1994
------------------------ ------------------------ ------------------------ ------------------------
DELINQUENT DELINQUENT DELINQUENT DELINQUENT
PAYMENT STATUS AMOUNT PERCENTAGE(1) AMOUNT PERCENTAGE(1) AMOUNT PERCENTAGE(1) AMOUNT PERCENTAGE(1)
- -------------- ---------- ------------- ---------- ------------- ---------- ------------- ---------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30-59 days delin-
quent............... $277,006 1.75% $269,088 1.70% $189,476 1.50% $138,280 1.41%
60-89 days delin-
quent............... 148,453 .93 131,223 .83 83,191 .66 57,419 .59
90 days delinquent or
more................ 295,836 1.87 251,258 1.59 148,808 1.18 102,171 1.05
-------- ---- -------- ---- -------- ---- -------- ----
Total.............. $721,295 4.55% $651,569 4.12% $421,475 3.34% $297,870 3.05%
======== ==== ======== ==== ======== ==== ======== ====
</TABLE>
- --------
(1)The percentages are the result of dividing Delinquent Amount by Average
Receivables Outstanding for the applicable period.
Delinquencies as a percentage of average receivables outstanding reflect a
pattern similar to loss rates as a result of the same factors discussed with
respect to the table set forth above for Loss Experience for the Bank's
Portfolio. The delinquency information in the above table reflects the
application of the Bank's current policy of allowing certain delinquent
accounts whose cardholders are making good faith efforts to repay overdue
amounts to be deemed current provided certain conditions are met.
SUMMARY OF MONTHLY PAYMENT RATES
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Bank's Portfolio during any month in the period shown
and the average cardholder monthly payment rates for all months during the
periods shown, in each case calculated as a percentage of total opening
monthly account balances during the periods shown. The amount of collections
on Receivables may vary from month to month due to seasonal variations,
general economic conditions and payment habits of individual cardholders.
Payments shown in the table include amounts which would be deemed payments of
principal Receivables and finance charge Receivables with respect to the
Accounts but do not include Interchange.
CARDHOLDER MONTHLY PAYMENT RATES FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------- -------------------
<S> <C> <C> <C> <C>
1997 1996 1995 1994
----- ----- ----- -----
Lowest............................................ 19.31% 19.92% 21.08% 19.81%
Highest........................................... 22.53 21.86 25.01 25.02
Monthly Average................................... 21.46 20.99 22.58 23.27
</TABLE>
REVENUE EXPERIENCE
The gross revenues from monthly periodic charges and fees billed to
cardholders on the Bank's Portfolio for each of the three years in the period
ended December 31, 1996, and the six months ended June 30, 1997 and 1996,
respectively, are set forth in the following table.
The historic gross revenue figures in the table are calculated on an as-
billed basis and represent amounts billed to cardholders in each billing cycle
before deduction of charge-offs, reductions due to fraud, returned goods and
customer disputes or other expenses. Cash collections on receivables may not
reflect the historical experience in the table. During periods of increasing
delinquencies, billings of periodic charges and fees may exceed cash as
amounts collected on credit card receivables lag behind amounts billed to
cardholders.
10
<PAGE>
Conversely, as delinquencies decrease, cash may exceed billings of periodic
charges and fees as amounts collected in a current period may include amounts
billed during prior periods. However, the Bank believes that, during the
periods shown, revenues on a billed basis closely approximated revenues on a
cash basis. Revenues from periodic charges and fees on both a billed and a
cash basis will be affected by numerous factors, including the periodic
charges on principal receivables, the amount of the annual membership fees,
the amount of other fees paid by cardholders, the percentage of cardholders
who pay off their balances in full each month and do not incur periodic
charges on purchases, fees and finance charges and changes in the delinquency
rate on the Receivables.
REVENUE EXPERIENCE FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------------------- ------------------------------------
1997 1996 1996 1995 1994
----------- ----------- ----------- ----------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Average Receivables
Outstanding(1)......... $15,838,485 $15,581,908 $15,817,914 $12,625,398 $9,763,242
Finance Charges and Fees
Billed................. 1,392,344 1,253,029 2,610,937 2,066,872 1,601,164
Average Finance Charges
and Fees Billed(2)..... 17.58%(3) 16.08%(3) 16.51% 16.37% 16.40%
</TABLE>
- ----------
(1)Average Receivables Outstanding is the arithmetic average of receivables
outstanding during the period indicated.
(2) Average Finance Charges and Fees Billed is the result of dividing Finance
Charges and Fees Billed by Average Receivables Outstanding and does not
include revenue attributable to Interchange.
(3) On an annualized basis.
The revenues for the Bank's Portfolio shown in the Revenue Experience table
are related to periodic charges and other fees billed to cardholders but do
not include revenue attributable to Interchange. The revenues related to
periodic charges and fees depend in part upon the collective preference of
cardholders to use their credit cards as revolving debt instruments for
purchases and cash advances and paying off account balances over several
months as opposed to convenience use, where the cardholders prefer instead to
pay off their entire balance each month, thereby avoiding periodic charges on
purchases, fees and finance charges. Revenues related to periodic charges and
fees also depend on the types of charges and fees assessed by the Bank on the
accounts. From 1989 through 1994, the Bank emphasized the origination of
variable rate accounts and substantially all new accounts originated during
that time were variable rate accounts. Depending upon fluctuations in interest
rates, the variable rate periodic charge (which is based on the prime rate)
assessed on variable rate accounts may change from month to month and could be
less than the fixed charge applicable to most standard fixed rate accounts.
Commencing in 1994, the Bank began offering certain new non-affinity accounts,
for purchase transactions, a fixed rate periodic charge for an initial period
(ranging from 6 to 15 months) which then converts into a variable rate. The
initial fixed rate offered on such accounts generally ranges from 5.9% to 9.9%
per annum, a rate which is substantially lower than that currently assessed on
the variable rate accounts or the standard fixed rate accounts. The total
yield on such accounts during the initial fixed rate period is therefore lower
than that of a variable rate account or standard fixed rate account. As of the
end of the August 1997 Due Period, Receivables assessed a variable periodic
charge constituted approximately 95.36% of the total Receivables balance of
Accounts in the Trust. Fluctuations in the prime interest rate and/or the
continued use of the initial fixed/variable rate pricing for certain new
accounts, may affect future revenue experience. Throughout the periods shown
above, the Bank made certain changes in the charges and fees assessed on the
accounts. The Bank has no basis to predict how these changes and any future
changes in the terms of accounts may affect the revenue for the Bank's
Portfolio.
11
<PAGE>
THE ACCOUNTS
The Receivables arising from the Accounts as of the end of the August 1997
Due Period totaled $15,838,609,096 and included $15,452,952,388 of principal
Receivables. The Accounts had an average principal Receivables balance of
$1,241 and an average credit limit of $7,574. The aggregate total Receivables
balance as a percentage of the aggregate total credit limit was 16.79%.
The Receivables arising from the Accounts as of the end of the September
1997 Due Period totaled $16,044,934,146 and included $15,653,931,633 of
principal Receivables.
The following tables summarize the Accounts by various criteria as of the
end of the August 1997 Due Period. Approximately 157,024 cardholder accounts
included in the Accounts as of the end of the August 1997 Due Period are
accounts with respect to which the cardholder has been upgraded to a VISA Gold
account. For some period of time (not exceeding three years), both the
original and upgraded accounts are active for a particular cardholder although
the original account is eventually closed. Upon any cardholder upgrade, the
receivables balance in the original account is transferred to the upgraded
account (which account is considered to have the same account opening date as
the original account) and any new receivables created on the original account
are immediately transferred to the upgraded account. In addition, pursuant to
the ordinary operating procedures of the Bank, accounts which expire and have
no outstanding balance are not removed immediately from the Bank's Portfolio,
but rather are removed periodically from the Bank's Portfolio and therefore
may still be included as an Account for some period of time after expiration.
As of the end of the August 1997 Due Period, approximately 483,150 expired
accounts with a credit balance or no balance were included in the Accounts.
Because the composition of the Accounts may change in the future, these tables
are not necessarily indicative of the characteristics of the Trust at any time
after the end of the August 1997 Due Period.
COMPOSITION OF THE ACCOUNTS BY ACCOUNT BALANCES
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
ACCOUNT BALANCE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Credit Balance(1)............ 138,123 1.11% $ (25,612,683) (0.16)%
No Balance(2)................ 5,454,708 43.81 0 0.00
$0.01 to $1,499.99........... 3,575,657 28.72 1,592,949,975 10.06
$1,500.00 to $2,999.99....... 1,102,513 8.85 2,446,528,192 15.44
$3,000.00 to $4,499.99....... 820,325 6.59 3,070,377,464 19.39
$4,500.00 to $9,999.99....... 1,296,826 10.42 7,999,379,900 50.50
$10,000 or more.............. 62,856 0.50 754,986,248 4.77
---------- ------ --------------- ------
Total...................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Credit Balances are a result of cardholder payments and credit adjustments
applied in excess of an Account's unpaid balance. Accounts currently with
a credit balance are included, as Receivables may be generated with
respect thereto in the future.
(2) Accounts currently with no balance are included, as Receivables may be
generated with respect thereto in the future.
12
<PAGE>
COMPOSITION OF ACCOUNTS BY CREDIT LIMIT
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
CREDIT LIMIT ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
------------ ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
$0.01 to $1,499.99............ 344,767 2.77% $ 92,150,690 0.58%
$1,500.00 to $2,999.99........ 308,019 2.47 384,018,377 2.42
$3,000.00 to $4,499.99........ 627,569 5.04 851,735,152 5.38
$4,500.00 to $9,999.99........ 7,654,524 61.48 9,363,995,150 59.12
$10,000 or more(1)............ 3,516,129 28.24 5,146,709,727 32.50
---------- ------ --------------- ------
Total....................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1)Maximum current credit limit on an Account is $65,000.
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
PAYMENT STATUS ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
-------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Current(1).................... 12,236,887 98.28% $14,957,191,451 94.44%
30-59 days delinquent......... 106,076 0.85 394,861,406 2.49
60-89 days delinquent......... 42,306 0.34 182,681,081 1.15
90 days delinquent or more.... 65,739 0.53 303,875,158 1.92
---------- ------ --------------- ------
Total....................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Includes Accounts on which the minimum payment has not yet been received
prior to the second billing date following the issuance of the related
bill.
COMPOSITION OF ACCOUNTS BY AGE
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
AGE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Not more than 6 months........ 666,684 5.35% $ 557,957,883 3.52%
Over 6 months to 12 months.... 358,972 2.88 456,040,862 2.88
Over 12 months to 24 months... 1,991,181 15.99 2,554,748,259 16.13
Over 24 months to 48 months... 4,072,019 32.71 5,407,668,515 34.14
Over 48 months................ 5,362,152 43.07 6,862,193,577 43.33
---------- ------ --------------- ------
Total....................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
13
<PAGE>
GEOGRAPHIC COMPOSITION OF THE ACCOUNTS
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF RECEIVABLES
STATE ACCOUNTS OUTSTANDING
- ----- ---------- -----------
<S> <C> <C>
California............................................... 13.88% 17.09%
Illinois................................................. 7.54 8.23
New York................................................. 7.48 6.91
Texas.................................................... 5.78 6.11
Florida.................................................. 6.00 5.44
New Jersey............................................... 3.86 3.41
Colorado................................................. 2.56 3.31
Pennsylvania............................................. 4.20 3.22
Ohio..................................................... 3.47 3.03
Michigan................................................. 3.28 2.95
Washington............................................... 2.00 2.25
Virginia................................................. 2.15 2.18
Massachusetts............................................ 2.47 2.01
Indiana.................................................. 2.20 1.99
Georgia.................................................. 1.95 1.97
Maryland................................................. 1.99 1.92
Tennessee................................................ 1.82 1.77
Minnesota................................................ 2.38 1.76
Missouri................................................. 1.96 1.76
North Carolina........................................... 1.83 1.71
Oregon................................................... 1.45 1.66
Arizona.................................................. 1.51 1.65
Connecticut.............................................. 1.29 1.17
Hawaii................................................... 0.75 1.16
Louisiana................................................ 1.12 1.09
Alabama.................................................. 1.06 1.08
Iowa..................................................... 1.26 1.05
All Other(1)............................................. 12.76 12.12
------ ------
Total................................................. 100.00% 100.00%
====== ======
</TABLE>
- --------
(1)States and foreign countries with less than 1.00% of Total Receivables
Outstanding.
Since the largest number of cardholders (based on billing address) whose
accounts historically have been included in the Trust are in California,
Illinois, New York and Texas, adverse changes in economic conditions in these
areas could have a direct impact on the timing and amount of payments on the
Certificates.
14
<PAGE>
Exhibit 99.02
SUBJECT TO REVISION
SERIES TERM SHEET DATED OCTOBER 20, 1997
$
FIRST CHICAGO MASTER TRUST II
FLOATING RATE ASSET BACKED CERTIFICATES SERIES 1997-U
FCC NATIONAL BANK, SELLER AND SERVICER
THE CLASS A CERTIFICATES WILL REPRESENT INTERESTS IN THE TRUST ONLY AND WILL
NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF FCC NATIONAL BANK OR ANY
AFFILIATE THEREOF EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN. NEITHER THE
CLASS A CERTIFICATES, THE UNDERLYING ACCOUNTS, THE RECEIVABLES NOR ANY
COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT
THE CLASS A CERTIFICATES; HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN
COMPLETE INFORMATION ABOUT THE CLASS A CERTIFICATES. THE INFORMATION PROVIDED
HEREIN IS PRELIMINARY, LIMITED IN NATURE AND SUBJECT TO COMPLETION OR
AMENDMENT AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. ADDITIONAL INFORMATION WILL BE
CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS SERIES TERM
SHEET IS NOT INTENDED TO BE A PROSPECTUS AND AN INVESTOR'S DECISION SHOULD BE
BASED ON THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. PURCHASERS ARE URGED TO
READ BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE. SALES OF THE CLASS A CERTIFICATES MAY NOT BE CONSUMMATED
UNLESS THE PURCHASER HAS RECEIVED BOTH THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.
FIRST CHICAGO CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON
CHASE SECURITIES INC.
LEHMAN BROTHERS
SALOMON BROTHERS INC
<PAGE>
This Series Term Sheet will be superseded in its entirety by the information
appearing in the Prospectus Supplement, the Prospectus and the Series 1997-U
Supplement to the Pooling and Servicing Agreement, as amended (the "Agreement")
between FCC National Bank (the "Bank"), as seller (in such capacity, the
"Seller") and servicer (in such capacity, the "Servicer"), and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee"). The information
contained herein addresses only certain limited aspects of the Class A
Certificates and their investment characteristics, and does not purport to
provide a complete description thereof or of the risks associated with the
purchase thereof which are more fully described under "Risk Factors" in the
Prospectus.
SUMMARY OF SERIES TERMS
Trust................. First Chicago Master Trust II.
Title of Security..... Floating Rate Asset Backed Certificates Series
1997-U (the "Class A Certificates").
Initial Invested
Amount............... $
Class A Initial
Invested Amount...... $
Collateral Initial
Invested Amount...... $
Class A Certificate
Rate................. LIBOR plus % per annum.
Distribution Dates.... The fifteenth day of each month (or, if such
day is not a business day, the next succeeding
business day), commencing December 15, 1997.
Class A Scheduled
Payment Date......... The October 2002 Distribution Date.
Controlled
Accumulation Amount.. For each Distribution Date with respect to the
Accumulation Period, $ ; except that, if
the commencement of the Accumulation Period is
delayed as described herein under "Revolving
Period", which the Bank believes is likely,
the Class A Controlled Accumulation Amount may
be higher for each Distribution Date with
respect to the Accumulation Period.
Series Termination
Date................. The November 2004 Distribution Date.
SUMMARY OF SERIES PROVISIONS
Issuer................ The Class A Certificates and the Collateral
Interest (collectively, the "Certificates")
each represent an undivided interest in the
Trust. As used herein, the term "Series 1997-
U" refers to the Class A Certificates and the
Collateral Interest, and the term
"Certificateholders" refers to holders of the
Class A Certificates and the holder of the
Collateral Interest, while the term "Series"
refers to any Series issued by the Trust,
including Series 1997-U. Concurrently with the
issuance of the Certificates, the Trust is
expected to issue another Series ("Series
1997-T"). The issuance of Series 1997-U is not
conditioned on the issuance of Series 1997-T.
2
<PAGE>
Trust Assets.......... The Trust assets include all receivables
existing from time to time (the "Receivables")
in certain consumer revolving credit card
accounts owned by the Bank (the "Accounts"),
any Receivables in additional accounts added
to the Trust from time to time, funds
collected or to be collected from cardholders
in respect of the Receivables (other than
recoveries on charged-off Receivables), moneys
on deposit in certain accounts of the Trust,
the right to receive certain Interchange fees
attributable to the Accounts (which right may
not be afforded to a particular Series) and
any Enhancement issued with respect to a
particular Series (the drawing on or payment
of such Enhancement not being available to the
Certificateholders of any other Series). The
Trust will not include the Receivables from
any removed accounts which are removed from
the Trust from time to time. The term
"Enhancement" shall mean, with respect to any
Series, any letter of credit, guaranteed rate
agreement, maturity guaranty facility, tax
protection agreement, interest rate swap, cash
collateral account, collateral interest or
other contract, agreement or arrangement for
the benefit of Certificateholders of such
Series or any class thereof.
The Accounts and the
Receivables.......... The Accounts currently consist of substantially
all of the VISA(R) and MasterCard(R)* consumer
revolving credit card accounts existing in all
of the Seller's ten billing cycles, excluding
certain accounts not originated by either the
Seller or its affiliate, The First National
Bank of Chicago ("FNBC").
Additional accounts added to each of the
billing cycles in the normal operation of the
Seller's credit card business and satisfying
the criteria provided in the Agreement also
are being added and currently are expected to
continue to be added on a daily basis to the
Accounts as a category of additional Accounts.
The Seller, at its option, may terminate or
suspend the inclusion of such additional
Accounts at any time.
All monthly calculations with respect to each
Account are computed based on the activity
during the applicable billing cycle for such
Account (the monthly billing cycle periods for
the Accounts ending in the same month are
collectively referred to as a "Due Period").
The aggregate amount of Receivables in the
Accounts as of the end of the September 1997
Due Period was $16,044,934,146, of which
$15,653,931,633 were principal Receivables and
$391,002,513 were finance charge Receivables
(including those for the related Due Period as
well as unpaid finance charge Receivables for
previous Due Periods). Certain Interchange
attributable to cardholder charges for
merchandise and services will be treated as
finance charge Receivables for purposes of the
Series 1997-U Supplement.
- ----------
* VISA(R) and MasterCard(R) are registered trademarks of VISA USA, Inc. and
MasterCard International, Inc., respectively.
3
<PAGE>
Class A Certificates.. The Trust's assets will be allocated to either
the interest of the Class A
Certificateholders, the interest of the holder
of the Collateral Interest (the "Collateral
Interest Holder"), the interest of the holders
of other outstanding Series of the Trust or
the interest of the Seller (the last being
referred to as the "First Chicago Interest").
Each Class A Certificate offered hereby
evidences an undivided interest in the Trust
assets allocated to the Class A
Certificateholders, and represents the right
to receive from such Trust assets funds up to
(but not in excess of) the amounts required to
make payments of interest at the Class A
Certificate Rate and payments of principal on
the Class A Scheduled Payment Date or, under
certain limited circumstances, during the
Rapid Amortization Period, to the extent of
the Class A Invested Amount (which may be less
than the aggregate unpaid principal balance of
the Class A Certificates).
The Class A Invested Amount will, except if
there are unreimbursed Class A Investor
Charge-Offs or if a Liquidation Event occurs,
remain fixed at the Class A Initial Invested
Amount during the Revolving Period. The Class
A Invested Amount is subject to reduction as a
result of allocating defaulted Receivables to
the Class A Certificates when amounts
available from excess spread, the Cash
Collateral Account and collections of
principal Receivables allocable to the
Collateral Interest ("Reallocated Principal
Collections") have been exhausted and the
Collateral Invested Amount has been reduced to
zero. During the Accumulation Period, for the
sole purpose of allocating finance charge
Receivables and defaulted Receivables for each
Due Period, the Class A Invested Amount will
be further reduced by the principal amount on
deposit in the Principal Funding Account from
time to time (as so reduced, the "Class A
Adjusted Invested Amount", and together with
the Collateral Invested Amount, the "Adjusted
Invested Amount").
The Collateral Interest will be issued to the
Collateral Interest Holder in the Collateral
Initial Invested Amount (the Collateral
Initial Invested Amount, together with the
Class A Initial Invested Amount, is referred
to herein as the "Initial Invested Amount").
The amount of the Collateral Interest from
time to time (the "Collateral Invested Amount"
and, together with the Class A Invested
Amount, the "Invested Amount") will form a
portion of the Enhancement together with the
Cash Collateral Account available to the Class
A Certificateholders.
The Class A Certificates will represent
undivided interests in the Trust only and will
not represent interests in or obligations of
the Seller or any affiliate thereof except to
the limited extent described herein. Neither
the Class A Certificates, the Accounts, the
Receivables nor any collections thereon are
insured or guaranteed by the Federal Deposit
Insurance Corporation or any other
governmental agency.
Monthly Interest...... Interest at the applicable Class A Certificate
Rate on the Class A Certificates for each
Interest Period will be distributed to Class A
4
<PAGE>
Certificateholders on each Distribution Date
commencing December 15, 1997, in an amount
equal to the product of (i)(a) the actual
number of days in the related Interest Period
divided by 360, times (b) the Class A
Certificate Rate for the related Interest
Period and (ii) the Class A Invested Amount as
of the preceding record date (or, in the case
of the first Distribution Date, as of the
Series U Closing Date). An "Interest Period,"
with respect to any Distribution Date, will be
the period from the previous Distribution Date
(or the Series U Closing Date) through the day
preceding such Distribution Date. "LIBOR"
means the London interbank offered quotations
for one-month United States deposits
prevailing on the date that LIBOR is
determined. LIBOR will be determined on the
second business day prior to the Series U
Closing Date for the period from the Series U
Closing Date through November 16, 1997 and on
the second business day prior to each
Distribution Date for the period from and
including such Distribution Date through the
day preceding the next succeeding Distribution
Date.
Revolving Period...... The "Revolving Period" with respect to the
Certificates means the period from, and
including, the Series U Closing Date to, but
not including, the earlier of (a) the
commencement of the Accumulation Period and
(b) the commencement of a Rapid Amortization
Period. The accumulation period with respect
to the Class A Certificates (the "Accumulation
Period") is scheduled to begin on the first
day of the Due Period relating to the November
2001 Distribution Date. Subject to certain
conditions, the day on which the Revolving
Period ends and the Accumulation Period begins
may be delayed to no later than the first day
of the Due Period relating to the October 2002
Distribution Date.
Principal Payments.... No principal is expected to be paid to the
Class A Certificateholders until the Class A
Scheduled Payment Date or, upon the occurrence
of certain events (each, a "Liquidation
Event"), the first Distribution Date with
respect to the Rapid Amortization Period.
Unless a Liquidation Event has occurred, the
Accumulation Period will begin at the end of
the Revolving Period and will end when the
Invested Amount has been paid in full, when
Series 1997-U terminates or upon the
occurrence of a Liquidation Event. During the
Accumulation Period, prior to the payment of
the Class A Invested Amount in full, amounts
equal to the least of (a) collections of
principal Receivables available to the Class A
Certificates, (b) the sum of the applicable
Controlled Accumulation Amount for the
relevant Due Period and the applicable
accumulation shortfall amount, if any, and (c)
the Class A Adjusted Invested Amount related
to the Distribution Date for such Due Period,
will be deposited monthly in a trust account
established by the Servicer (the "Principal
Funding Account") until the balance in the
Principal Funding Account is equal to the
Class A Invested Amount. If for any Due
Period, the collections of principal
Receivables available to the Class A
Certificates are less than the applicable
Controlled Accumulation Amount, the amount of
such deficiency will be the
5
<PAGE>
accumulation shortfall amount for the
succeeding Due Period. If the commencement of
the Accumulation Period is delayed, the
Controlled Accumulation Amount for each
Distribution Date with respect to the
Accumulation Period will be an amount
determined by the Servicer such that the sum
of the Controlled Accumulation Amounts for all
such Distribution Dates will not be less than
the Class A Initial Invested Amount.
Amounts in the Principal Funding Account will
be invested in certain eligible investments
and any investment earnings (net of investment
losses and expenses) will be used to pay
interest during the Accumulation Period on the
Class A Certificates in an amount equal to,
for each Interest Period, the product of
(i)(a) the actual number of days in the
related Interest Period divided by 360, times
(b) the Class A Certificate Rate for the
related Interest Period and (ii) the principal
balance in the Principal Funding Account for
such Interest Period (the "Class A Covered
Amount"). If, for any Interest Period, the
investment earnings are less than the Class A
Covered Amount, the amount of such deficiency
will be paid, to the extent available, from
the reserve account and, if necessary, from
excess spread, amounts available in the Cash
Collateral Account and Reallocated Principal
Collections. Funds on deposit in the Principal
Funding Account will be available to pay the
Class A Certificateholders in respect of the
Class A Invested Amount on the Class A
Scheduled Payment Date (or, if earlier, the
first Distribution Date with respect to the
Rapid Amortization Period). If the aggregate
principal amount of the deposits made into the
Principal Funding Account is insufficient to
pay the Class A Invested Amount in full on the
Class A Scheduled Payment Date, a Liquidation
Event will be deemed to have occurred and the
Rapid Amortization Period will commence.
During the period beginning on the earlier of
the first day of the Due Period in which a
Liquidation Event occurs or is deemed to occur
and continuing to and including the earlier of
(a) the date on which the Invested Amount has
been paid in full and (b) the date on which
Series 1997-U terminates (the "Rapid
Amortization Period"), collections of
principal Receivables and certain other
amounts allocable to the Class A
Certificateholders will be distributed to the
Class A Certificateholders monthly, in payment
of principal on the Class A Certificates, on
each Distribution Date beginning with the
first Distribution Date related to such Rapid
Amortization Period.
Cash Collateral
Account.............. The Certificates will have the benefit of an
account (the "Cash Collateral Account"), which
will be held in the name of the Trustee for
the benefit of the Certificateholders. The
Cash Collateral Account will be funded on the
Series U Closing Date in the amount of
$ (the "Initial Cash Collateral
Amount"). Withdrawals will be made from the
Cash Collateral Account, to the extent of
available funds on deposit therein, to pay
certain amounts to the Class A Certificates.
If the Cash Collateral Account is exhausted,
and defaulted Receivables allocable to the
Class A Certificates cannot be covered for any
Distribution Date, Reallocated Principal
Collections will be applied
6
<PAGE>
to reduce any such deficiency. If such
Reallocated Principal Collections are
insufficient to fund any such deficiency, then
the Collateral Invested Amount (to the extent
not already reduced) will be reduced by the
amount of such remaining deficiency. In the
event that such reduction of the Collateral
Invested Amount would cause the Collateral
Invested Amount to be a negative number, the
Collateral Invested Amount will be reduced to
zero and the Class A Invested Amount will be
reduced by the amount of such remaining
deficiency (a "Class A Investor Charge-Off").
Accordingly, in the event that the Cash
Collateral Account is exhausted and the
Collateral Invested Amount has been reduced to
zero, and there is such a deficiency which has
not been reimbursed, interest to be paid to
Class A Certificateholders in the future and
the amount of principal returned to Class A
Certificateholders will be reduced.
Amounts Available as
Enhancement..........
The Cash Collateral Account and the Collateral
Interest constitute the Enhancement for Series
1997-U. The amount of Enhancement available to
the Class A Certificateholders for any
Distribution Date will equal the lesser of (i)
the sum of the Collateral Invested Amount and
the amount, if any, on deposit in the Cash
Collateral Account (such sum, the "Available
Enhancement Amount") and (ii) the Required
Enhancement Amount. The "Required Enhancement
Amount" with respect to any Distribution Date
means, subject to certain limitations, the
greater of (i) the product of (a) the Adjusted
Invested Amount related to such Distribution
Date and (b) 13.5% and (ii) the sum of (A)
$ and (B) the product of (I) two and
(II) the excess, if any, of $ over
the amount of funds on deposit in the Cash
Collateral Account with respect to such
Distribution Date.
Final Payment of
Principal;
Termination of the The final distribution of principal and
Trust................ interest on the Class A Certificates will be
made no later than the Series Termination
Date. After such date, neither the Trust nor
the Seller will have any further obligation to
pay principal or interest on the Class A
Certificates.
Tax Status............ Counsel is of the opinion that the Class A
Certificates will be characterized as debt for
Federal income tax purposes. If the Class A
Certificates are not characterized as debt,
there may be adverse tax consequences for
Certificateholders.
ERISA Considerations.. The acquisition and holding of Class A
Certificates by employee benefit plans and
individual retirement accounts that are
subject to the "prohibited transaction" rules
of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and the
Internal Revenue Code of 1986, as amended, may
result in "prohibited transactions." Under the
regulations issued by the Department of Labor,
the Trust's assets would not be deemed "plan
assets" of any employee benefit plan holding
interests in the Class A Certificates if
certain conditions are met, including that
interests in the Class A Certificates be held
by at least 100 persons upon
7
<PAGE>
completion of the public offering of the Class A
Certificates. Further information regarding the
status of the Class A Certificates as publicly
offered securities will be provided in the Prospectus
Supplement. Accordingly, employee benefit plans
contemplating purchasing interests in Class A
Certificates should consult their counsel and review
"ERISA Considerations" in the Prospectus and "Summary
of Series Provisions--ERISA Considerations" in the
Prospectus Supplement prior to making a purchase.
Rating of the Class A
Certificates......... It is a condition to the issuance of the Class A
Certificates that they be rated in one of the two
highest rating categories by at least one nationally
recognized statistical rating organization. The
rating of the Class A Certificates is based primarily
on the value of the Receivables, the Collateral
Invested Amount and the amount to be deposited in the
Cash Collateral Account.
8
<PAGE>
THE BANK'S CREDIT CARD PORTFOLIO
LOSS AND DELINQUENCY EXPERIENCE
The following tables set forth the loss and delinquency experience with
respect to payments by cardholders for each of the periods shown for
substantially all VISA and MasterCard consumer revolving credit card accounts
owned at the dates indicated by the Bank (excluding certain accounts not
originated by the Bank or its affiliate, FNBC (the "Bank's Portfolio")) during
the periods shown. As of the end of the August 1997 Due Period, the
Receivables in the Accounts represented substantially all Receivables in the
Bank's Portfolio. There can be no assurance, however, that the loss and
delinquency experience for the Receivables in the future will be similar to
the historical experience set forth below for the Bank's Portfolio.
LOSS EXPERIENCE FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------------------- ------------------------------------
1997 1996 1996 1995 1994
----------- ----------- ----------- ----------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Average Receivables
Outstanding(1)......... $15,838,485 $15,581,908 $15,817,914 $12,625,398 $9,763,242
Gross Charge-offs(2).... 729,219 513,460 1,134,427 645,417 451,094
Gross Charge-offs as a
Percentage of Average
Receivables
Outstanding............ 9.21%(3) 6.59%(3) 7.17% 5.11% 4.62%
</TABLE>
- ----------
(1) Average Receivables Outstanding is the arithmetic average of receivables
outstanding during the period indicated.
(2) Gross Charge-offs are charge-offs before recoveries and do not include the
amount of any reductions in Average Receivables Outstanding due to fraud,
returned goods or customer disputes.
(3) On an annualized basis.
Charge-offs for the Bank's Portfolio measured as a percentage of average
receivables outstanding increased during the periods shown above, due, in
part, to certain strategies employed by the Bank to increase the cardholder
base which the Bank believes, in turn, will result in the increase of overall
revenues for the Bank's Portfolio in the future. In addition, during such
periods, consumer debt service burden and defaults increased as a result of
the growing consumer debt levels coupled with stagnant real wage growth. The
Bank believes that the current level of personal bankruptcy filings make
reductions in the loss rates unlikely in the immediate future and expects the
trend in charge-offs to continue in the near term. The timing of the peak
level of charge-offs is uncertain at this time. Losses are also affected by
other factors including competitive behavior and social conditions. The loss
rates for the Bank's Portfolio could increase in the future if economic
conditions were to worsen and could continue to increase for several months
even after such conditions begin to improve. The loss rates set forth above do
not reflect the reversal of unpaid fees and finance charges at the time a
charge-off occurs.
It is the current intention of the Seller to begin transferring recoveries
on charged off Accounts to the Trust by the end of the second quarter of 1998.
Any recoveries so transferred would generally be treated as Finance Charge
Receivables. Had gross recovery amounts attributable to Accounts whose
Receivables were charged off while included in the Bank's Portfolio been
transferred to the Trust during the six month period ended June 30, 1997, the
Seller estimates that the "Gross Charge-offs as a Percentage of Average
Receivables Outstanding" for the Trust for such period as set forth above
would have been reduced by approximately 0.45% to 0.60% (computed on an
annualized basis). There can be no assurance, however, that the recovery
experience for defaulted Receivables in the future will be similar to such
historical experience or that the Seller will be able to begin to transfer
recoveries to the Trust within the anticipated time frame.
9
<PAGE>
AVERAGE DELINQUENCIES FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
AVERAGE OF
SIX MONTHS ENDED AVERAGE OF TWELVE MONTHS ENDED DECEMBER 31,
------------------------ --------------------------------------------------------------------------
JUNE 30, 1997 1996 1995 1994
------------------------ ------------------------ ------------------------ ------------------------
DELINQUENT DELINQUENT DELINQUENT DELINQUENT
PAYMENT STATUS AMOUNT PERCENTAGE(1) AMOUNT PERCENTAGE(1) AMOUNT PERCENTAGE(1) AMOUNT PERCENTAGE(1)
- -------------- ---------- ------------- ---------- ------------- ---------- ------------- ---------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30-59 days delin-
quent............... $277,006 1.75% $269,088 1.70% $189,476 1.50% $138,280 1.41%
60-89 days delin-
quent............... 148,453 .93 131,223 .83 83,191 .66 57,419 .59
90 days delinquent or
more................ 295,836 1.87 251,258 1.59 148,808 1.18 102,171 1.05
-------- ---- -------- ---- -------- ---- -------- ----
Total.............. $721,295 4.55% $651,569 4.12% $421,475 3.34% $297,870 3.05%
======== ==== ======== ==== ======== ==== ======== ====
</TABLE>
- --------
(1)The percentages are the result of dividing Delinquent Amount by Average
Receivables Outstanding for the applicable period.
Delinquencies as a percentage of average receivables outstanding reflect a
pattern similar to loss rates as a result of the same factors discussed with
respect to the table set forth above for Loss Experience for the Bank's
Portfolio. The delinquency information in the above table reflects the
application of the Bank's current policy of allowing certain delinquent
accounts whose cardholders are making good faith efforts to repay overdue
amounts to be deemed current provided certain conditions are met.
SUMMARY OF MONTHLY PAYMENT RATES
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Bank's Portfolio during any month in the period shown
and the average cardholder monthly payment rates for all months during the
periods shown, in each case calculated as a percentage of total opening
monthly account balances during the periods shown. The amount of collections
on Receivables may vary from month to month due to seasonal variations,
general economic conditions and payment habits of individual cardholders.
Payments shown in the table include amounts which would be deemed payments of
principal Receivables and finance charge Receivables with respect to the
Accounts but do not include Interchange.
CARDHOLDER MONTHLY PAYMENT RATES FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------- -------------------
<S> <C> <C> <C> <C>
1997 1996 1995 1994
----- ----- ----- -----
Lowest............................................ 19.31% 19.92% 21.08% 19.81%
Highest........................................... 22.53 21.86 25.01 25.02
Monthly Average................................... 21.46 20.99 22.58 23.27
</TABLE>
REVENUE EXPERIENCE
The gross revenues from monthly periodic charges and fees billed to
cardholders on the Bank's Portfolio for each of the three years in the period
ended December 31, 1996, and the six months ended June 30, 1997 and 1996,
respectively, are set forth in the following table.
The historic gross revenue figures in the table are calculated on an as-
billed basis and represent amounts billed to cardholders in each billing cycle
before deduction of charge-offs, reductions due to fraud, returned goods and
customer disputes or other expenses. Cash collections on receivables may not
reflect the historical experience in the table. During periods of increasing
delinquencies, billings of periodic charges and fees may exceed cash as
amounts collected on credit card receivables lag behind amounts billed to
cardholders.
10
<PAGE>
Conversely, as delinquencies decrease, cash may exceed billings of periodic
charges and fees as amounts collected in a current period may include amounts
billed during prior periods. However, the Bank believes that, during the
periods shown, revenues on a billed basis closely approximated revenues on a
cash basis. Revenues from periodic charges and fees on both a billed and a
cash basis will be affected by numerous factors, including the periodic
charges on principal receivables, the amount of the annual membership fees,
the amount of other fees paid by cardholders, the percentage of cardholders
who pay off their balances in full each month and do not incur periodic
charges on purchases, fees and finance charges and changes in the delinquency
rate on the Receivables.
REVENUE EXPERIENCE FOR THE BANK'S PORTFOLIO
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------------------- ------------------------------------
1997 1996 1996 1995 1994
----------- ----------- ----------- ----------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Average Receivables
Outstanding(1)......... $15,838,485 $15,581,908 $15,817,914 $12,625,398 $9,763,242
Finance Charges and Fees
Billed................. 1,392,344 1,253,029 2,610,937 2,066,872 1,601,164
Average Finance Charges
and Fees Billed(2)..... 17.58%(3) 16.08%(3) 16.51% 16.37% 16.40%
</TABLE>
- ----------
(1) Average Receivables Outstanding is the arithmetic average of receivables
outstanding during the period indicated.
(2) Average Finance Charges and Fees Billed is the result of dividing Finance
Charges and Fees Billed by Average Receivables Outstanding and does not
include revenue attributable to Interchange.
(3) On an annualized basis.
The revenues for the Bank's Portfolio shown in the Revenue Experience table
are related to periodic charges and other fees billed to cardholders but do
not include revenue attributable to Interchange. The revenues related to
periodic charges and fees depend in part upon the collective preference of
cardholders to use their credit cards as revolving debt instruments for
purchases and cash advances and paying off account balances over several
months as opposed to convenience use, where the cardholders prefer instead to
pay off their entire balance each month, thereby avoiding periodic charges on
purchases, fees and finance charges. Revenues related to periodic charges and
fees also depend on the types of charges and fees assessed by the Bank on the
accounts. From 1989 through 1994, the Bank emphasized the origination of
variable rate accounts and substantially all new accounts originated during
that time were variable rate accounts. Depending upon fluctuations in interest
rates, the variable rate periodic charge (which is based on the prime rate)
assessed on variable rate accounts may change from month to month and could be
less than the fixed charge applicable to most standard fixed rate accounts.
Commencing in 1994, the Bank began offering certain new non-affinity accounts,
for purchase transactions, a fixed rate periodic charge for an initial period
(ranging from 6 to 15 months) which then converts into a variable rate. The
initial fixed rate offered on such accounts generally ranges from 5.9% to 9.9%
per annum, a rate which is substantially lower than that currently assessed on
the variable rate accounts or the standard fixed rate accounts. The total
yield on such accounts during the initial fixed rate period is therefore lower
than that of a variable rate account or standard fixed rate account. As of the
end of the August 1997 Due Period, Receivables assessed a variable periodic
charge constituted approximately 95.36% of the total Receivables balance of
Accounts in the Trust. Fluctuations in the prime interest rate and/or the
continued use of the initial fixed/variable rate pricing for certain new
accounts, may affect future revenue experience. Throughout the periods shown
above, the Bank made certain changes in the charges and fees assessed on the
accounts. The Bank has no basis to predict how these changes and any future
changes in the terms of accounts may affect the revenue for the Bank's
Portfolio.
11
<PAGE>
THE ACCOUNTS
The Receivables arising from the Accounts as of the end of the August 1997
Due Period totaled $15,838,609,096 and included $15,452,952,388 of principal
Receivables. The Accounts had an average principal Receivables balance of
$1,241 and an average credit limit of $7,574. The aggregate total Receivables
balance as a percentage of the aggregate total credit limit was 16.79%.
The Receivables arising from the Accounts as of the end of the September
1997 Due Period totaled $16,044,934,146 and included $15,653,931,633 of
principal Receivables.
The following tables summarize the Accounts by various criteria as of the
end of the August 1997 Due Period. Approximately 157,024 cardholder accounts
included in the Accounts as of the end of the August 1997 Due Period are
accounts with respect to which the cardholder has been upgraded to a VISA Gold
account. For some period of time (not exceeding three years), both the
original and upgraded accounts are active for a particular cardholder although
the original account is eventually closed. Upon any cardholder upgrade, the
receivables balance in the original account is transferred to the upgraded
account (which account is considered to have the same account opening date as
the original account) and any new receivables created on the original account
are immediately transferred to the upgraded account. In addition, pursuant to
the ordinary operating procedures of the Bank, accounts which expire and have
no outstanding balance are not removed immediately from the Bank's Portfolio,
but rather are removed periodically from the Bank's Portfolio and therefore
may still be included as an Account for some period of time after expiration.
As of the end of the August 1997 Due Period, approximately 483,150 expired
accounts with a credit balance or no balance were included in the Accounts.
Because the composition of the Accounts may change in the future, these tables
are not necessarily indicative of the characteristics of the Trust at any time
after the end of the August 1997 Due Period.
COMPOSITION OF THE ACCOUNTS BY ACCOUNT BALANCES
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
ACCOUNT BALANCE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Credit Balance(1)............ 138,123 1.11% $ (25,612,683) (0.16)%
No Balance(2)................ 5,454,708 43.81 0 0.00
$0.01 to $1,499.99........... 3,575,657 28.72 1,592,949,975 10.06
$1,500.00 to $2,999.99....... 1,102,513 8.85 2,446,528,192 15.44
$3,000.00 to $4,499.99....... 820,325 6.59 3,070,377,464 19.39
$4,500.00 to $9,999.99....... 1,296,826 10.42 7,999,379,900 50.50
$10,000 or more.............. 62,856 0.50 754,986,248 4.77
---------- ------ --------------- ------
Total...................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Credit Balances are a result of cardholder payments and credit adjustments
applied in excess of an Account's unpaid balance. Accounts currently with
a credit balance are included, as Receivables may be generated with
respect thereto in the future.
(2) Accounts currently with no balance are included, as Receivables may be
generated with respect thereto in the future.
12
<PAGE>
COMPOSITION OF ACCOUNTS BY CREDIT LIMIT
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
CREDIT LIMIT ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
------------ ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
$0.01 to $1,499.99............ 344,767 2.77% $ 92,150,690 0.58%
$1,500.00 to $2,999.99........ 308,019 2.47 384,018,377 2.42
$3,000.00 to $4,499.99........ 627,569 5.04 851,735,152 5.38
$4,500.00 to $9,999.99........ 7,654,524 61.48 9,363,995,150 59.12
$10,000 or more(1)............ 3,516,129 28.24 5,146,709,727 32.50
---------- ------ --------------- ------
Total....................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1)Maximum current credit limit on an Account is $65,000.
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
PAYMENT STATUS ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
-------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Current(1).................... 12,236,887 98.28% $14,957,191,451 94.44%
30-59 days delinquent......... 106,076 0.85 394,861,406 2.49
60-89 days delinquent......... 42,306 0.34 182,681,081 1.15
90 days delinquent or more.... 65,739 0.53 303,875,158 1.92
---------- ------ --------------- ------
Total....................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Includes Accounts on which the minimum payment has not yet been received
prior to the second billing date following the issuance of the related
bill.
COMPOSITION OF ACCOUNTS BY AGE
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
AGE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Not more than 6 months........ 666,684 5.35% $ 557,957,883 3.52%
Over 6 months to 12 months.... 358,972 2.88 456,040,862 2.88
Over 12 months to 24 months... 1,991,181 15.99 2,554,748,259 16.13
Over 24 months to 48 months... 4,072,019 32.71 5,407,668,515 34.14
Over 48 months................ 5,362,152 43.07 6,862,193,577 43.33
---------- ------ --------------- ------
Total....................... 12,451,008 100.00% $15,838,609,096 100.00%
========== ====== =============== ======
</TABLE>
13
<PAGE>
GEOGRAPHIC COMPOSITION OF THE ACCOUNTS
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF RECEIVABLES
STATE ACCOUNTS OUTSTANDING
- ----- ---------- -----------
<S> <C> <C>
California............................................... 13.88% 17.09%
Illinois................................................. 7.54 8.23
New York................................................. 7.48 6.91
Texas.................................................... 5.78 6.11
Florida.................................................. 6.00 5.44
New Jersey............................................... 3.86 3.41
Colorado................................................. 2.56 3.31
Pennsylvania............................................. 4.20 3.22
Ohio..................................................... 3.47 3.03
Michigan................................................. 3.28 2.95
Washington............................................... 2.00 2.25
Virginia................................................. 2.15 2.18
Massachusetts............................................ 2.47 2.01
Indiana.................................................. 2.20 1.99
Georgia.................................................. 1.95 1.97
Maryland................................................. 1.99 1.92
Tennessee................................................ 1.82 1.77
Minnesota................................................ 2.38 1.76
Missouri................................................. 1.96 1.76
North Carolina........................................... 1.83 1.71
Oregon................................................... 1.45 1.66
Arizona.................................................. 1.51 1.65
Connecticut.............................................. 1.29 1.17
Hawaii................................................... 0.75 1.16
Louisiana................................................ 1.12 1.09
Alabama.................................................. 1.06 1.08
Iowa..................................................... 1.26 1.05
All Other(1)............................................. 12.76 12.12
------ ------
Total................................................. 100.00% 100.00%
====== ======
</TABLE>
- --------
(1)States and foreign countries with less than 1.00% of Total Receivables
Outstanding.
Since the largest number of cardholders (based on billing address) whose
accounts historically have been included in the Trust are in California,
Illinois, New York and Texas, adverse changes in economic conditions in these
areas could have a direct impact on the timing and amount of payments on the
Certificates.
14
