<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ___________
COMMISSION FILE NUMBER 0-16337
FCC National Bank (with respect to First Chicago Master Trust II)
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States of America 51-0269396
- -------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Gateway Center, 300 King Street, Wilmington, Delaware 19801
- ------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 302-594-8606
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
First Chicago Master Trust II 6.25% Asset Backed Certificates Series 1992-E
Floating Rate Asset Backed Certificates Series 1993-F
Floating Rate Credit Card Certificates Series 1993-H
Floating Rate Asset Backed Certificates Series 1994-J
Floating Rate Credit Card Certificates Series 1994-K
7.15% Credit Card Certificates Series 1994-L
Floating Rate Credit Card Certificates Series 1995-M
Floating Rate Credit Card Certificates Series 1995-N
Floating Rate Credit Card Certificates Series 1995-O
Floating Rate Credit Card Certificates Series 1995-P
Floating Rate Asset Backed Certificates Series 1996-Q
Floating Rate Asset Backed Certificates Series 1996-R
Floating Rate Asset Backed Certificates Series 1996-S
Floating Rate Asset Backed Certificates Series 1997-T
Floating Rate Asset Backed Certificates Series 1997-U
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
-----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date. None.
Documents Incorporated By Reference. None.
<PAGE>
FCC National Bank (with respect to
First Chicago Master Trust II)
- ---------------------------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
PART I
Item 1. Business........................................................ 1
Item 2. Properties...................................................... 1
Item 3. Legal Proceedings............................................... 1
Item 4. Submission of Matters to a Vote of Security Holders............. 1
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters............................................. 1
Item 6. Selected Financial Data......................................... 2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 2
Item 8. Financial Statements and Supplementary Data..................... 2
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................ 2
PART III
Item 10. Directors and Executive Officers of the Registrant.............. 2
Item 11. Executive Compensation.......................................... 2
Item 12. Security Ownership of Certain Beneficial Owners and Management.. 3
Item 13. Certain Relationships and Related Transactions.................. 17
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 17
SIGNATURES................................................................... 18
EXHIBITS..................................................................... 20
</TABLE>
<PAGE>
PART I
- ------
ITEM 1. Business
--------
Not applicable.
ITEM 2. Properties
----------
The information set forth in the Current Reports on Form 8-K dated January 10,
1997, February 12, 1997, March 12, 1997, April 10, 1997, May 13, 1997, June 11,
1997, July 10, 1997, August 12, 1997, September 10, 1997, October 10, 1997,
November 12, 1997, and December 10, 1997, as filed by the Registrant with
respect to First Chicago Master Trust II, is incorporated herein by reference.
(Certain terms used but not defined in this Form 10-K Annual Report have the
meanings assigned, respectively, in the Pooling and Servicing Agreement dated as
of June 1, 1990, as amended and supplemented, filed as Exhibits 4.1, 4.2, 4.3,
4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17,
4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26 and 4.27 to the
Registrant's Form S-3 Registration Statement No. 333-02361.)
First Chicago Master Trust II ( "Master Trust II")
For the February 17, 1998, interest payment date, 1.80% of the Accounts in the
Master Trust II were 30 days or more delinquent, which represented 5.59% of the
receivables in the Master Trust II. As of the February 17, 1998, interest
payment date, the amount of receivables in the Master Trust II written off as
uncollectible in each of the prior two Due Periods equalled 9.20% and 8.57%,
respectively, on an annualized basis of the balance of receivables in the Master
Trust for such Due Periods.
ITEM 3. Legal Proceedings
-----------------
There are no material pending legal proceedings with respect to Master Trust
II, involving Master Trust II, the Trustee or the Registrant, other than
ordinary or routine litigation incidental to the Trustee's or the Registrant's
duties under the applicable Pooling and Servicing Agreement.
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
-------
Master Trust II
(i) There is no established public trading market for the Certificates.
(ii) Since each of the Certificates was issued in book entry form only,
there is only one holder of record of each Series of Certificates.
1
<PAGE>
(iii) Not applicable.
ITEM 6. Selected Financial Data
-----------------------
Not applicable.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Not applicable.
ITEM 8. Financial Statements and Supplementary Data
-------------------------------------------
See (i) the Annual Servicer's Certificate respecting compliance for the Master
Trust II filed as Exhibit 1 under Item 14(a) hereof, (ii) the Annual Independent
Public Accountant's Reports concerning the Servicer's servicing activities and
applying certain agreed-upon procedures for Master Trust II filed as Exhibit 2
under Item 14(a) hereof, and (iii) the Supplementary Master Trust II Data
relating to the performance of Master Trust II filed as Exhibit 3 under Item
14(a) hereof.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
PART III
- --------
ITEM 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Not applicable.
ITEM 11. Executive Compensation
----------------------
Not applicable.
2
<PAGE>
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
(a) Each holder of record* at December 31, 1997, of more than five percent
(5%) of each Series of Certificates is indicated below:
Master Trust II
(A) 6.25% Asset Backed Certificates Series 1992-E
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------------- ----------------- ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $362,336,000 36.23%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Bank of New York 171,100,000 17.11
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit & Trust Company 118,720,000 11.87
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
SSB Custodian 62,375,000 6.24
Global Corp. Action Department
JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
</TABLE>
- --------------------
* With respect to each Series of Certificates, The Depository Trust Company
("DTC"), through its nominee Cede & Co., P.O. Box 20, Bowling Green Station,
New York, New York 10274, is the sole holder of record of more than five
percent (5%) of the Certificates. The information set forth in response to
Item 12(a) represents those persons for whom DTC holds the Certificates,
based on information supplied by DTC to the Registrants.
3
<PAGE>
(B) Floating Rate Asset Backed Certificates Series 1993-F
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------------- ----------------- ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $261,000,000 37.29%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Bank of New York 93,010,000 13.29
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bankers Trust Company 86,840,000 12.41
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
SSB-Custodian 71,020,000 10.15
Global Corp. Action Department
JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Investors Fiduciary Trust Company/SSB 70,350,000 10.05
Global Corp. Action Department
JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Citibank, N.A. 40,300,000 5.76
P.O. Box 30576
Tampa, Florida 33607
</TABLE>
4
<PAGE>
(C) Floating Rate Credit Card Certificates Series 1993-H
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ---------------------------------- ------------------------------ ------------------
<S> <C> <C>
Bank of New York $235,040,000 33.58%
925 Patterson Plank Road
Secaucus, New Jersey 07094
SSB - Custodian 169,086,000 24.16
Global Corp. Action Department
JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
The Chase Manhattan Bank, N.A. 136,000,000 19.43
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Bankers Trust Company 51,710,000 7.39
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Citibank, N.A. 35,350,000 5.05
P.O. Box 30576
Tampa, Florida 33607
</TABLE>
5
<PAGE>
(D) Floating Rate Asset Backed Certificates Series 1994-J
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------------- ----------------- ------------------
<S> <C> <C>
Boston Safe Deposit & Trust Company $172,125,000 34.43%
c/o Mellon Bank N.A.
Three Mellon Bank center
Room 153-3015
Pittsburgh, Pennsylvania 15259
Bankers Trust Company 93,350,000 18.67
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
SSB - Custodian 85,500,000 17.10
Global Corp. Action Department
JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Chase Manhattan Bank/Chemical 40,250,000 8.05
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Citibank, N.A. 34,025,000 6.81
P.O. Box 30576
Tampa, Florida 33607
</TABLE>
6
<PAGE>
(E) Floating Rate Credit Card Certificates Series 1994-K
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
<S> <C> <C>
SSB - Custodian $244,255,000 48.85%
Global Corp. Action Department
JAB5W
Boston, Massachusetts 02105-1631
Boston Safe Deposit & Trust Co. 115,000,000 23.00
c/o Mellon Bank N.A.
Three Mellon Bank center
Room 153-3015
Pittsburgh, Pennsylvania 15259
Bankers Trust Company 63,140,000 12.63
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Citibank, N.A. 40,000,000 8.00
P.O. Box 30576
Tampa, Florida 33607
Bank of New York 25,000,000 5.00
925 Patterson Plank Road
Secaucus, New Jersey 07094
</TABLE>
7
<PAGE>
(F) 7.15% Credit Card Certificates Series 1994-L
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ---------------------------------- ----------------- ------------------
<S> <C> <C>
Chase Manhattan Bank $63,650,000 12.73%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
SSB - Custodian 56,500,000 11.30
Global Corp. Action Department
JAB5W
Boston, Massachusetts 02105-1631
Firstar Trust Company 49,710,000 9.94
Corporate Trust Department
1555 North Rivercenter Drive
Suite 301
Milwaukee, Wisconsin 53212
Northern Trust Company 46,100,000 9.22
801 S. Canal C-In
Chicago, Illinois 60607
Bankers Trust Company 44,215,000 8.84
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Bank of New York 40,015,000 8.00
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit & Trust Co. 37,355,000 7.47
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
UBS Securities Inc. 32,360,000 6.47
299 Park Avenue
8th Floor
New York, New York 10171-0026
The Provident Bank 25,350,000 5.07
One East Fourth Street
Mail Drop 666D
Cincinnati, Ohio 45202
</TABLE>
8
<PAGE>
(G) Floating Rate Credit Card Certificates Series 1995-M
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- --------------------------- ----------------- ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $129,000,000 25.80%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Bank of New York 120,400,000 24.08
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit & Trust Co. 69,000,000 13.80
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
Fuji Bank & Trust Company 40,000,000 8.00
2 World Trade Center 81st Floor
New York, New York 10048
Bear Stearns Securities Corporation 30,540,000 6.11
One MetroTech Center North
4th Floor
Brooklyn, New York 11201-3862
</TABLE>
(H) Floating Rate Credit Card Certificates Series 1995-N
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------------- ----------------- -----------------
<S> <C> <C>
SSB - Custodian $225,125,000 51.03%
Global Action Department, JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Chase Manhattan Bank 120,900,000 24.18
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Bankers Trust Company 36,500,000 7.30
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
</TABLE>
9
<PAGE>
(I) Floating Rate Credit Card Certificates Series 1995-O
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ---------------------------------- ----------------- ------------------
<S> <C> <C>
The Bank of New York $171,440,000 34.29%
925 Patterson Plank Road
Secaucas, New Jersey 07094
The Chase Manhattan Bank, N.A. 113,250,000 22.65
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Boston Safe Deposit & Trust Co. 57,250,000 11.45
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Dai-Ichi Kangyo Bank Limited 35,000,000 7.00
New York Branch
1 World Trade Center, Suite 4911
New York, New York 10048
Chase Manhattan Bank/Chemical 25,000,000 5.00
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Fuji Bank & Trust Company 25,000,000 5.00
2 World Trade Center 81st Floor
New York, New York 10048
</TABLE>
10
<PAGE>
(J) Floating Rate Credit Card Certificates Series 1995-P
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ----------------------------------- ----------------- ------------------
<S> <C> <C>
Bank of New York $187,125,000 37.43%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit & Trust Co. 101,305,000 20.26
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Chase Manhattan Bank, N.A. 34,000,000 6.80
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Chase Manhattan Bank/Chemical 33,000,000 6.60
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Citibank, N.A. 30,800,000 6.16
P.O. Box 30576
Tampa, Florida 33607
Brown Brothers Harriman & Company 26,000,000 5.20
63 Wall Street, 8th Floor
New York, New York 10005
Union Bank of California, N.A. 25,000,000 5.00
Safekeeping Department
475 Sansome Street, 11th Floor
San Francisco, California 94145
</TABLE>
11
<PAGE>
(K) Floating Rate Asset Backed Certificates Series 1996-Q
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------------- ----------------- ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $542,625,000 60.29%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Northern Trust Company 109,725,000 12.19
801 S. Canal C-In
Chicago, Illinois 60607
Chase Manhattan Bank/Chemical 50,000,000 5.56
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Citibank, N.A. 50,000,000 5.56
P.O. Box 30576
Tampa, Florida 33607
</TABLE>
12
<PAGE>
(L) Floating Rate Asset Backed Certificates Series 1996-R
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
<S> <C> <C>
Northern Trust Company $91,000,000 22.75%
801 S. Canal C-In
Chicago, Illinois 60607
The Bank of New York 63,180,000 15.80
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bankers Trust Company 52,000,000 13.00
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Boston Safe Deposit & Trust Company 50,000,000 12.50
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
Chase Manhattan Bank/Chemical 45,000,000 11.25
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Citibank, N.A. 45,000,000 11.25
P.O. Box 30576
Tampa, Florida 33630-3576
SSB - Custodian 31,000,000 7.75
Global Corp Action Department
JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Chase Manhattan Bank 20,000,000 5.00
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
</TABLE>
13
<PAGE>
(M) Floating Rate Asset Backed Certificates Series 1996-S
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
<S> <C> <C>
Chase Manhattan Bank $255,515,000 36.50%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
SSB - Custodian 99,160,000 14.17
Global Corp Action Department, JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
PNC National Association 76,000,000 10.86
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, Pennsylvania 19103
Chase Manhattan Bank/Chemical 40,000,000 5.71
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Chase Manhattan Bank/Broker & Dealer 38,300,000 5.47
Clearance Department
4 New York Plaza, 21st Floor
New York, New York 10015
Citibank, N.A. 38,000,000 5.43
P.O. Box 30576
Tampa, Florida 33630-3576
</TABLE>
14
<PAGE>
(N) Floating Rate Asset Backed Certificates Series 1997-T.
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
<S> <C> <C>
Boston Safe Deposit & Trust Company $141,385,000 23.56%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
SSB - Custodian 94,670,000 15.78
Global Corp Action Department, JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Northern Trust Company 88,930,000 14.82
801 S. Canal C-In
Chicago, Illinois 60607
The Bank of New York 84,350,000 14.06
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bankers Trust Company 81,210,000 13.54
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Bankers Trust Company/First Chicago 38,100,000 6.35
Capital Markets
16 Wall Street, 5th Floor
New York, New York 10005
</TABLE>
15
<PAGE>
(O) Floating Rate Asset Backed Certificates Series 1997-U.
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ---------------------------------------- -------------------- -----------------
<S> <C> <C>
Chase Manhattan Bank $177,500,000 44.38%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Citibank, N.A. 50,000,000 12.50
P.O. Box 30576
Tampa, Florida 33630-3576
French American Banking Corporation 40,935,000 10.23
200 Liberty Street, 20th Floor
New York, New York 10281
Chase Manhattan Bank/Chemical 36,080,000 9.02
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
The Bank of New York 36,000,000 9.00
925 Patterson Plank Road
Secaucus, New Jersey 07094
</TABLE>
(b) Not Applicable.
(c) Not Applicable.
16
<PAGE>
ITEM 13. Certain Relationships and Related Transactions
----------------------------------------------
Not applicable.
PART IV
- -------
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) 1. Annual Servicer's Certificate respecting compliance for Master Trust II
dated March 23,1998
2. Annual Independent Public Accountant's Reports dated March 13, 1998
concerning the Servicer's servicing activities and applying certain
agreed-upon procedures for Master Trust II for the period ended
December 31, 1997.
3. Supplementary Master Trust II Data relating to the performance of
Master Trust II.
(b) See Item 2.
(c) Not applicable.
(d) Not applicable. No annual report or proxy material has been sent to
security holders.
17
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 24th day of March,
1998.
FCC NATIONAL BANK
(Registrant)
By: /s/ W. G. Jurgensen
_______________________________________
W. G. Jurgensen
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrants and
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joseph M. Dudzinsky
________________________ Director March 24, 1998
Joseph M. Dudzinsky
/s/ Richard P. Eckman
________________________ Director March 24, 1998
Richard P. Eckman
/s/ William J. Garner
________________________ Director March 24, 1998
William J. Garner
/s/ Joyce D. Hunter
________________________ Director March 24, 1998
Joyce D. Hunter
/s/ W.G. Jurgensen
________________________ Director and Principal March 24, 1998
W.G. Jurgensen Executive Officer
/s/ Michael J. Majchrzak
________________________ Director March 24, 1998
Michael J. Majchrzak
/s/ Anthony K. Metta
________________________ Director March 24, 1998
Anthony K. Metta
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Timothy P. Moen
_________________________ Director March 24, 1998
Timothy P. Moen
/s/ Ralph R. Mueller
_________________________ Director March 24, 1998
Ralph R. Mueller
/s/ Peter J. Nowak, Jr.
________________________ Director, Principal March 24, 1998
Peter J. Nowak, Jr. Accounting Officer and
Principal Financial Officer
/s/ Jeremiah P. Shea
________________________ Director March 24, 1998
Jeremiah P. Shea
</TABLE>
19
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Sequential Page
Number Exhibit Number
- ------- -------------- ---------------
<S> <C> <C>
1 Annual Servicer's Certificate respecting compliance for
Master Trust II
2 Annual Independent Public Accountant's Reports
for Master Trust II
3 Supplementary Master Trust II Data
</TABLE>
20
<PAGE>
EXHIBIT 1
ANNUAL SERVICER'S CERTIFICATE
FCC NATIONAL BANK
----------------------------------------
FIRST CHICAGO MASTER TRUST II
----------------------------------------
The undersigned, duly authorized representatives of FCC National Bank
("FCCNB"), as Servicer pursuant to the Pooling and Servicing Agreement dated as
of June 1, 1990 by and between FCCNB, as Seller and Servicer, and Norwest Bank
Minnesota, National Association, as Trustee, do hereby certify that:
1. FCCNB is, as of the date hereof, both the Seller and the Servicer under
the Pooling and Servicing Agreement.
2. The undersigned are duly authorized pursuant to the Pooling and
Servicing Agreement to execute and deliver this Certificate to the Trustee.
3. A review of the activities of the Servicer during the calendar year
ended December 31, 1996 and of its performance under the Pooling and Servicing
Agreement was conducted under our supervision.
4. Based on such review, the Servicer has, to the best of our knowledge,
fully performed all its obligations under the Pooling and Servicing Agreement
and no default in the performance of such obligations has occurred or is
continuing except as set forth in paragraph 5 below.
5. The following is a description of each default in the performance of the
Servicer's obligations under the provisions of the Pooling and Servicing
Agreement known to us to have been made by the Servicer noted during the year
ended December 31, 1997, which sets forth in detail the (i) nature of each such
default, (ii) the action taken by the Servicer, if any, to remedy each such
default and (iii) the current status of each default: None.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
23rd day of March, 1998.
By: /s/ Peter J. Nowak, Jr.
__________________________________
Name: Peter J. Nowak, Jr.
Title: Senior Vice President
and Chief Financial Officer
By: /s/ Sharon A. Renchof
__________________________________
Name: Sharon A. Renchof
Title: Assistant Secretary
<PAGE>
EXHIBIT 2
Independent Accountant's Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Lyonnais, New York Branch
(Series 1992-E, 1993-H, Series 1997-T and 1997-U)
Credit Suisse, New York Branch
(Series 1993-F, 1994-K, 1994-L,
1995-O and 1995-P)
The Industrial Bank of Japan, Limited,
Chicago Branch (Series 1994-I, 1994-J, 1995-M
and 1995-N)
Alpine Securitization Corporation
(Series 1995-0 and 1995-P)
The Fuji Bank, Limited, Chicago Branch
(Series 1996-Q)
Union Bank of Switzerland, New York Branch
(Series 1996-R and 1996-S)
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders of
the First Chicago Master Trust II
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Lyonnais, New York Branch; The Industrial
Bank of Japan, Limited, Chicago Branch; Alpine Securitization Corporation; The
Fuji Bank, Limited, Chicago Branch; Union Bank of Switzerland, New York Branch;
FCC National Bank; and Norwest Bank Minnesota, National Association,
(collectively, the "Specified Users") pursuant to Section 3.06(a) of the Pooling
and Servicing Agreement dated as of June 1, 1990, as amended and supplemented
(the "Agreement") between FCC National Bank, Seller and Servicer (the
"Servicer"), and Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders of the First Chicago Master Trust II. In connection
therewith, we have
<PAGE>
performed the following agreed-upon procedures enumerated below with respect to
the servicing procedures employed by the Servicer relating to Sections 3.01,
3.04, 3.05, 3.09, 12.01 and Article IV of the Agreement and any Supplement, as
amended to the date hereof. We have read the definitions of terms relating
thereto and such other provisions of the Agreement as we deemed necessary for
purposes of this report. All terms herein are used with the meaning as defined
in the Agreement.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
Procedures and Findings:
- ------------------------
(a) We compared payment amounts on cardholder remittances to the amounts
posted to the cardholder master files, for a sample of payments,
including payments on the Accounts, noting that payments were properly
applied to cardholder accounts.
(b) We noted that the Servicer transferred card collections from Finance
Charge Receivables (including Interchange as applicable) to the Trust
on all applicable dates through review of the statements from the
Trustee.
(c) We received representation from the Servicer that separate servicing
procedures for servicing the securitized receivables were not employed
through the end of the December 1997 Due Period.
(d) We confirmed with the fidelity bond insurer that First Chicago NBD
Corporation ("the Corporation"), the parent corporation of the
Servicer, maintains fidelity bond coverage which insures against losses
through wrongdoing of its officers and employees who are involved in
the servicing of credit card receivables.
(e) We computed the base rates for each Series for every applicable month
in 1997 for 1992-E, 1993-F, 1993-H, 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and
1997-U (for the months each respective series was outstanding during
1997) and recomputed the monthly portfolio yield, noting that each
month's portfolio yield was above the applicable base rate.
2
<PAGE>
(f) We received representation from the Servicer that the Servicer
maintained its computer files with respect to the pool of accounts in
the manner set forth in Section 3.04(a) of the Agreement.
(g) We reviewed all Certificates prepared by a Servicing Officer and
forwarded to the Trustee, noted that they were comparable in form to
Exhibit D of the Agreement and Exhibit B of the 1992-E, 1993-F, 1993-H,
1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N, 1995-O, 1995-P, 1996-Q,
1996-R, 1996-S, 1997-T, and 1997-U Supplements to the Agreement and
noted, through confirmation with the Trustee, that the Trustee had
received such Certificates on each Determination Date preceding each
Payment Date.
(h) We received representation from the Servicer that the Trustee will
receive an Officer's Certificate by March 31, 1998, in the form of
Exhibit E of the Agreement, as required under Section 3.05 of the
Agreement.
(i) We reviewed each month's Certificateholder's Monthly Certificate
Statement, noting that the amount of the First Chicago Interest in the
Trust was increased or reduced by the total amount of all adjustments
made by the Servicer, as described in Section 3.09 of the Agreement.
(j) We confirmed with the Trustee for the segregated trust accounts, for
each Series, maintained at The First National Bank of Chicago in the
name of Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders, and we noted the accounts bore a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Certificateholders.
(k) On a sample basis, we compared the amount indicated as "Cash Payable to
the Trustee" on schedules prepared by the Servicer to the corresponding
amount deposited to the segregated trust account, shown on statements
supplied by the Trustee, and noted agreement.
(l) We confirmed with Standard and Poor's, Moody's and Fitch IBCA rating
agencies that the short-term deposit ratings of the Servicer were not
below A-1, P1, and F-1 respectively, as of December 31, 1997, and as of
the date of this report.
(m) We noted, through review of statements provided by the Servicer, that
as of the end of the December 1997 Due Period, no Series was in
controlled amortization, except for Series 1992-E and 1993-F.
(n) On a sample basis, we determined through review of applicable monthly
Certificateholder records that the Paying Agent distributed an amount
equal to one twelfth of each Certificate's Rate to the Series'
Certificateholders.
3
<PAGE>
(o) We recomputed from schedules provided by the Servicer, the amount of
Collections allocated to Receivables for the Certificateholders for
each applicable Due Period. We compared the recomputed amounts to the
corresponding amounts on the monthly Certificateholder's Payment Date
Statements and noted agreement.
(p) We noted, through a review of the Servicer's accounting records, that
the Monthly Servicing Fee (including the Interchange Monthly Servicing
Fee where applicable) was appropriately paid by the Trustee to the
Servicer.
(q) We noted, through review of statements supplied by the Trustee and
amounts listed on the Servicer's Monthly Certificateholder Worksheets,
that Certificate Interest and Monthly Servicing Fees were appropriately
applied with respect to each Series from collections of Finance Charge
Receivables. We noted through review of statements supplied by the
Trustee and amounts listed on the Certificateholders' Payment Date
Statements that Investor Default Amounts were appropriately applied
with respect to each Series from collections of Finance Charge
Receivables.
(r) For Series 1992-E, 1993-F, 1993-H, 1994-I, 1994-J, 1994-K and 1994-L,
we confirmed with the issuing bank the total cash collateral amount
including the total unpaid loan balance as of January 14, 1998. The
total cash collateral amount was also noted based on review of each
Monthly Certificateholder's Payment Date Statement. For Series 1995-M,
1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U, we
confirmed with The First National Bank of Chicago the Spread Account
amount, which was also noted based on review of Statements provided by
the Servicer.
(s) With the exception of Series 1992-E and 1993-F, which are in controlled
amortization, we have been informed by management of the Servicer that
no principal payments were required to be paid at the end of the
December 1997 Due Period for any Series pursuant to the provisions in
Article IV of the Supplements to the Agreement.
(t) We have been informed by management of the Servicer that Section 12.01
of the Agreement was inapplicable through the end of the December 1997
Due Period.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
4
<PAGE>
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Certificateholder's Payment Date Statements or on the Monthly Servicer's
Certificates or any of the elements referred to therein or above. Had we
performed additional procedures or had we made an audit of the financial
statements of the Servicer in accordance with generally accepted auditing
standards, other matters might have come to our attention that would have been
reported to you. This report relates only to the elements specified above and
does not extend to any financial statements of the Servicer taken as a whole.
This report is solely for the information of the addressees in connection with
Section 3.06(a) of the Agreement and, without our prior consent, is not to be
used, circulated, quoted or otherwise referred to within or without this group
for any other purpose. This report is not to be referred to in whole or in part
in any document, except that reference may be made to it in the Form 10-K for
the First Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
5
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Fitch IBCA, Inc.
Standard and Poor's Corporation
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1992-E
This report is written for Moody's Investors Service, Inc.; Fitch IBCA, Inc.;
Standard and Poor's Corporation; Credit Lyonnais, New York Branch; FCC National
Bank; and Norwest Bank Minnesota, National Association (collectively, the
"Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $1,000,000,000 of 6.25% Asset Backed
Certificates Series 1992-E ("Series 1992-E"). In connection therewith, we have
read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1992-E, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the Monthly Servicing Fee required to be paid on the
next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date
2
<PAGE>
in respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1992-E, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1992, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
3
<PAGE>
(vi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(vii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date with
the amount on schedules prepared by the Servicer and noted
agreement;
(viii) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Certificates for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(ix) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(x) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xi) compared the aggregate amount of all Defaulted Receivables written
off as uncollectable during the Due Period with respect to the
applicable Distribution Date allocable to the Series 1992-E
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xii) recomputed the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
and noted agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
4
<PAGE>
(xiv) recomputed the amount of the Monthly Servicing Fee payable by the
Trust to the Servicer for the applicable Distribution Date and
noted agreement;
(xv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xvi) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xvii) recomputed the Available Cash Collateral Amount as computed in
item (xvi) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xviii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xix) have been informed by management of the Servicer that as of the
February 1997 Due Period, Series 1992-E was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1992-E Certificateholders during its amortization period;
(xx) have been informed by management of the Servicer that Series 1992-
E was not in deficit controlled amortization or rapid amortization
through the end of the December 1997 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from management
of the Servicer that all misstatements were corrected when the adjustment
was to the benefit of the cardholder. Management's representation also
indicated that the aggregate dollar impact of identified mispostings and
delays in the posting of cardholder transactions for the entire
securitized Portfolio, which were subsequently corrected in the following
month, does not exceed
5
<PAGE>
$2,392,000. Management has indicated that these mispostings and delays in
posting did not result in the forfeiture of finance charge receivables
allocable to the Certificateholders. The aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$101,000. These system problems did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders.
Management has also represented that there are cycle balancing problems
relating to two system reports, aggregating $57,288 for August 1997,
($2,158) for September 1997, and $724 for October 1997. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
6
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1993-F
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Suisse, New York Branch; FCC National
Bank; and Norwest Bank Minnesota, National Association (collectively, the
"Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $700,000,000 of Floating Rate Asset Backed
Certificates Series 1993-F ("Series 1993-F"). In connection therewith, we have
read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1993-F, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement;
2
<PAGE>
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1993-F, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1993, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
(vi) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the
3
<PAGE>
December 1997 Due Period and Series 1994-I fully amortized as of
the November 1997 Due Period. Management indicated that the amount
of principal collections was sufficient to cover the amount owed
to Series 1993-F and 1994-I Certificateholders during the
amortization period, and, as such, no sharing of Excess Principal
Collections occurred as of the end of the December 1997 Due
Period;
(vii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(viii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(ix) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Certificates for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(x) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) compared the Pre-Allocated Invested Amount for the Due Period with
respect to the Current Distribution Date to amounts on schedules
prepared by the Servicer and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1993-F
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xiv) recomputed the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such
4
<PAGE>
Investor Charge-Offs for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1993-F was not in deficit controlled amortization or rapid
amortization through the end of the December 1997 Due Period and,
as such, the Deficit Controlled Amortization Amount indicated was
zero for all applicable Due Periods on the Certificateholder's
Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from management
of the Servicer that all misstatements were corrected when the adjustment
was to the benefit of the cardholder. Management's representation also
indicated that the aggregate dollar impact of identified
5
<PAGE>
mispostings and delays in the posting of cardholder transactions for the
entire securitized Portfolio, which were subsequently corrected in the
following month, does not exceed $2,392,000. Management has indicated
that these mispostings and delays in posting did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $101,000. These system
problems did not result in the forfeiture of finance charge receivables
allocable to the Certificateholders. Management has also represented that
there are cycle balancing problems relating to two system reports,
aggregating $57,288 for August 1997, ($2,158) for September 1997, and
$724 for October 1997. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
6
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1993-H
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Lyonnais, New York Branch; FCC National
Bank; and Norwest Bank Minnesota, National Association (collectively, the
"Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $700,000,000 of Floating
Rate Credit Card Certificates Series 1993-H ("Series 1993-H"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this report. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997 with respect to
Series 1993-H, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the
2
<PAGE>
applicable Certificate Rate as provided by the Servicer and
noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997 with respect to
Series 1993-H, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1993, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Certificates and noted
agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the applicable Distribution
Date which were allocated in
3
<PAGE>
respect of the Certificates, per $1,000 interest, and noted
agreement;
(vi) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997
Due Period and Series 1994-I fully amortized as of the November
1997 Due Period. Management indicated that the amount of
principal collections was sufficient to cover the amount owed to
Series 1993-F and 1994-I Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1997 Due Period;
(vii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $4,706.34 and $4,268.59
in the Certificateholder's Payment Date Statements for the May
1997 and December 1997 Due Periods, respectively, and according
to management of the Servicer, the amounts reflected in the
Certificateholder's Payment Date Statements are correct;
(viii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
(ix) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(x) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) compared the Pre-Allocated Invested Amount for the Due Period
with respect to the Current Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect
to the applicable Distribution Date allocable to the Series
1993-H Certificates (the
4
<PAGE>
"Investor Default Amount") to amounts on schedules prepared by
the Servicer, and noted agreement;
(xiv) recomputed the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs
for the Due Period with respect to the applicable Distribution
Date and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as
of the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted
agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1993-H was not in controlled amortization, rapid amortization,
or deficit controlled amortization through the end of the
December 1997 Due Period and, as such, the Deficit Controlled
Amortization Amount indicated was zero for all applicable Due
Periods on the Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's
5
<PAGE>
Payment Date Statement for each Due Period in 1997. We have also
received representation from management of the Servicer that all
misstatements were corrected when the adjustment was to the benefit of
the cardholder. Management's representation also indicated that the
aggregate dollar impact of identified mispostings and delays in the
posting of cardholder transactions for the entire securitized Portfolio,
which were subsequently corrected in the following month, does not
exceed $2,392,000. Management has indicated that these mispostings and
delays in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are cycle
balancing problems relating to two system reports, aggregating $57,288
for August 1997, ($2,158) for September 1997, and $724 for October 1997.
In management's opinion, these instances of mispostings, delays in the
posting of cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
6
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-J
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; The Industrial Bank of Japan, Limited, Chicago
Branch; FCC National Bank; and Norwest Bank Minnesota, National Association
(collectively, the "Specified Users") pursuant to Section 3.06(b) of the Pooling
and Servicing Agreement dated as of June 1, 1990, as amended and supplemented
(the "Agreement") between FCC National Bank, Seller and Servicer (the
"Servicer") and Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders of the First Chicago Master Trust II (the "Trust"),
relating to the issuance by the Trust of $500,000,000 of Floating Rate Asset
Backed Certificates Series 1994-J ("Series 1994-J"). In connection therewith,
we have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to
the Agreement, the definitions of terms relating thereto, and such other
provisions of the Agreement as we deemed necessary for the purposes of this
report. All terms herein are used with the meaning as defined in the Agreement
and Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1994-J, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
2
<PAGE>
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1994-J, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated May 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in Paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Certificates and noted agreement;
3
<PAGE>
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer,
that none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-
N, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates and as such, the Excess Finance Charges allocated
in respect of the Series 1994-J Certificates was zero;
(vii) have been informed by management of the Servicer that Series 1993-
F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Certificates for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
4
<PAGE>
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1994-J
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xiv) recomputed the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-J was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as
5
<PAGE>
such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
6
<PAGE>
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
7
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-K
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Suisse, New York Branch; FCC
National Bank; and Norwest Bank Minnesota, National Association (collectively,
the "Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $500,000,000 of Floating Rate Credit Card
Certificates Series 1994-K ("Series 1994-K"). In connection therewith, we have
read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1994-K, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement;
2
<PAGE>
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1994-K, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
3
<PAGE>
(vi) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1994-K Certificates was zero;
(vii) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I liquidated as of the November 1997 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Certificates for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due
4
<PAGE>
Period with respect to the applicable Distribution Date allocable
to the Series 1994-K Certificates (the "Investor Default Amount")
to amounts on schedules prepared by the Servicer, and noted
agreement;
(xiv) recomputed the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-K was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
5
<PAGE>
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
6
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-L
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Suisse, New York Branch; FCC National
Bank; and Norwest Bank Minnesota, National Association (collectively, the
"Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $500,000,000 of 7.15% Credit Card Certificates
Series 1994-L ("Series 1994-L"). In connection therewith, we have read Sections
3.04(b) of the Agreement and 5.02(a) of the Supplement to the Agreement, the
definitions of terms relating thereto, and such other provisions of the
Agreement as we deemed necessary for the purposes of this report. All terms
herein are used with the meaning as defined in the Agreement and Supplement.
All amounts indicated as "recomputed" herein were based on information from the
computer reports of the Servicer, generated from the cardholder accounting
system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1994-L, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon 30 days in the applicable Interest Period
divided by 360 and the applicable Certificate Rate as provided by
the Servicer and noted agreement;
2
<PAGE>
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1994-L, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated August 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Certificates, per $1,000
interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K,
3
<PAGE>
1994-L, 1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S,
1997-T, and 1997-U (for the months each respective Series was
outstanding during 1997) had a Deficiency of Finance Charge
Receivables allocated in respect of the Certificates, and as such,
the Excess Finance Charges allocated in respect of the Series
1994-L Certificates was zero;
(vii) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date with
the amount on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Certificates for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1994-L
Certificates (the
4
<PAGE>
"Investor Default Amount") to amounts on schedules prepared by the
Servicer, and noted agreement;
(xiv) recomputed the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if any,
by which the principal balance of the Certificates exceeds the
Invested Amount as of the end of the day on the Record Date with
respect to the applicable Distribution Date and noted agreement;
(xvi) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds payable by the Trust and the Interchange Monthly
Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be made
in respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed in
item (xviii) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-L was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's
5
<PAGE>
Payment Date Statement for each Due Period in 1997. We have also
received representation from management of the Servicer that all
misstatements were corrected when the adjustment was to the benefit of
the cardholder. Management's representation also indicated that the
aggregate dollar impact of identified mispostings and delays in the
posting of cardholder transactions for the entire securitized Portfolio,
which were subsequently corrected in the following month, does not
exceed $2,392,000. Management has indicated that these mispostings and
delays in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are cycle
balancing problems relating to two system reports, aggregating $57,288
for August 1997, ($2,158) for September 1997, and $724 for October 1997.
In management's opinion, these instances of mispostings, delays in the
posting of cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
6
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1995-M
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; The Industrial Bank of Japan, Limited Chicago
Branch; FCC National Bank; and Norwest Bank Minnesota, National Association
(collectively, the "Specified Users") pursuant to Section 3.06(b) of the Pooling
and Servicing Agreement dated as of June 1, 1990, as amended and supplemented
(the "Agreement") between FCC National Bank, Seller and Servicer (the
"Servicer") and Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders of the First Chicago Master Trust II (the "Trust"),
relating to the issuance by the Trust of $571,428,572 of Floating Rate Credit
Card Certificates Series 1995-M ("Series 1995-M"). In connection therewith, we
have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1995-M, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the
Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and
2
<PAGE>
the applicable Certificate Rate as provided by the Servicer and
noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1995-M, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated April 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1995-M Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were
3
<PAGE>
allocated in respect of the Class A Certificates with the amount
on schedules prepared by the Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to
the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1995-L, 1995-M,
1995-N, 1995-O ,1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and
1997-U (for the months each respective Series was outstanding
during 1997) had a Deficiency of Finance Charge Receivables
allocated in respect of the Certificates, and as such, the Excess
Finance Charges allocated in respect of the Series 1995-M
Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $4,706.34 and $4,268.59 in
the Certificateholder's Payment Date Statements for the May 1997
and December 1997 Due Periods, respectively, and according to
management of the Servicer, the amounts reflected in the
Certificateholder's Payment Date Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-M Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the
4
<PAGE>
amount on schedules prepared by the Servicer and noted agreement;
(xiii) compared the amount of the Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-M Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-M Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1995-
M Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Class A
Certificates exceeds the Class A Invested Amount as of the end of
the day on
5
<PAGE>
the Record Date with respect to the applicable Distribution Date
and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) recomputed the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1995-M was not in controlled amortization,
6
<PAGE>
rapid amortization, or deficit controlled amortization through
the end of the December 1997 Due Period and, as such, the Deficit
Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used,
7
<PAGE>
circulated, quoted or otherwise referred to within or without this group for any
other purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
8
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
-----------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1995-N
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; The Industrial Bank of Japan, Limited Chicago
Branch; FCC National Bank; and Norwest Bank Minnesota, National Association
(collectively, the "Specified Users") pursuant to Section 3.06(b) of the Pooling
and Servicing Agreement dated as of June 1, 1990, as amended and supplemented
(the "Agreement") between FCC National Bank, Seller and Servicer (the
"Servicer") and Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders of the First Chicago Master Trust II (the "Trust"),
relating to the issuance by the Trust of $571,428,572 of Floating Rate Credit
Card Certificates Series 1995-N ("Series 1995-N"). In connection therewith, we
have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1995-N, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to
be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of interest based upon the number of days in
2
<PAGE>
the applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted
agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in
respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1995-N, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated April 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in
respect of principal and interest on the Class A Certificates,
per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due
Period with respect to the applicable Distribution Date which
were allocated in respect of the Series 1995-N Certificates and
noted agreement;
3
<PAGE>
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the Servicer
and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to the
applicable Distribution Date to amounts accumulated from schedules
prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1995-N Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
4
<PAGE>
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-N Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Series 1995-N Certificates for the Due Period with respect to
the applicable Distribution Date and noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-N Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1995-N
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A
5
<PAGE>
Investor Charge-Offs, if any, by which the principal balance of
the Certificates exceeds the Class A Invested Amount as of the end
of the day on the Record Date with respect to the applicable
Distribution Date and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution Date)
to the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates, after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) recomputed the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
6
<PAGE>
(xxxiii) have been informed by management of the Servicer that Series
1995-N was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you.
7
<PAGE>
This report relates only to the elements specified above and does not extend to
any financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
8
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Alpine Securitization Corporation
Re: First Chicago Master Trust II, Series 1995-O
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Suisse, New York Branch; FCC National
Bank; Norwest Bank Minnesota; and Alpine Securitization Corporation
(collectively, the "Specified Users") pursuant to Section 3.06(b) of the Pooling
and Servicing Agreement dated as of June 1, 1990, as amended and supplemented
(the "Agreement") between FCC National Bank, Seller and Servicer (the
"Servicer") and Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders of the First Chicago Master Trust II (the "Trust"),
relating to the issuance by the Trust of $571,428,572 of Floating Rate Credit
Card Certificates Series 1995-O ("Series 1995-O"). In connection therewith, we
have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
<PAGE>
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1995-O, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the
Due Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the
Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted
agreement;
2
<PAGE>
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided
by Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1995-O, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1995-O Certificates and noted
agreement;
3
<PAGE>
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to
the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-I, 1994-J, 1994-K, 1995-L, 1995-M,
1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and
1997-U (for the months each respective Series was outstanding
during 1997) had a Deficiency of Finance Charge Receivables
allocated in respect of the Certificates, and as such, the Excess
Finance Charges allocated in respect of the Series 1995-O
Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable
Seller's Certificate and by the Investor Certificates of all
Series) to amounts on schedules prepared by the Servicer and
noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $4,706.34 and $4,268.59 in
the Certificateholder's Payment Date Statements for the May 1997
and December 1997 Due Periods, respectively, and according to
management of the Servicer, the amounts reflected in the
Certificateholder's Payment Date Statements are correct;
4
<PAGE>
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-O Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of the Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-O Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-O Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect
to the applicable Distribution Date allocable to the Series
1995-O Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A
5
<PAGE>
Investor Charge-Offs, if any, by which the principal balance of
the Certificates exceeds the Class A Invested Amount as of the
end of the day on the Record Date with respect to the applicable
Distribution Date and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates after giving
effect to all reductions thereof on the applicable Class A
Distribution Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) recomputed the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
6
<PAGE>
(xxxiii) have been informed by management of the Servicer that Series
1995-O was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
7
<PAGE>
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
8
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Alpine Securitization Corporation
Re: First Chicago Master Trust II, Series 1995-P
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Suisse, New York Branch; FCC National
Bank; Norwest Bank Minnesota, National Association; and Alpine Securitization
Corporation (collectively, the "Specified Users")
pursuant to Section 3.06(b) of the Pooling and Servicing Agreement dated as of
June 1, 1990, as amended and supplemented (the "Agreement") between FCC National
Bank, Seller and Servicer (the "Servicer") and Norwest Bank Minnesota, National
Association, Trustee on behalf of the Certificateholders of the First Chicago
Master Trust II (the "Trust"), relating to the issuance by the Trust of
$571,428,572 of Floating Rate Credit Card Certificates Series 1995-P ("Series
1995-P"). In connection therewith, we have read Sections 3.04(b) of the
Agreement and 5.02(a) of the Supplement to the Agreement, the definitions of
terms relating thereto, and such other provisions of the Agreement as we deemed
necessary for the purposes of this report. All terms herein are used with the
meaning as defined in the Agreement and Supplement. All amounts indicated as
"recomputed" herein were based on information from the computer reports of the
Servicer, generated from the cardholder accounting system, or information
obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
<PAGE>
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1995-P, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date
2
<PAGE>
in respect of interest based upon the number of days in the
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1995-P, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated June 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Series 1995-P Certificates and noted agreement;
3
<PAGE>
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the Servicer
and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to the
applicable Distribution Date to amounts accumulated from schedules
prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1995-P Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-P Certificates
4
<PAGE>
(the "Invested Amount") for the Due Period with respect to the
applicable Distribution Date with the amount on schedules prepared
by the Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Series 1995-P Certificates for the Due Period with respect to
the applicable Distribution Date and noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-P Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1995-P
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-Offs,
if any, by which the principal balance of the Certificates exceeds
the Class A Invested Amount as of the end of the day on the Record
5
<PAGE>
Date with respect to the applicable Distribution Date and noted
agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution Date)
to the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates, after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) recomputed the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1995-P was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount
6
<PAGE>
indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
7
<PAGE>
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
8
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
The Fuji Bank, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1996-Q
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; The Fuji Bank, Limited Chicago Branch; FCC
National Bank; and Norwest Bank Minnesota, National Association (collectively,
the "Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $1,028,571,429 of Floating Rate Asset Backed
Certificates Series 1996-Q ("Series 1996-Q"). In connection therewith, we have
read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1996-Q, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date
2
<PAGE>
in respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1996-Q, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated September 1, 1996, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Series 1996-Q Certificates and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the Servicer
and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in
3
<PAGE>
respect of the Class A Certificates, per $1,000 interest, and
noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to the
applicable Distribution Date to amounts accumulated from schedules
prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1996-Q Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1996-Q Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and
4
<PAGE>
Defaulted Receivables for the Series 1996-Q Certificates for the
Due Period with respect to the applicable Distribution Date and
noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1996-Q Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1996-Q
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-Offs,
if any, by which the principal balance of the Certificates exceeds
the Class A Invested Amount as of the end of the day on the Record
Date with respect to the applicable Distribution Date and noted
agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date
5
<PAGE>
(the "Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution Date)
to the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates, after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) recomputed the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1996-Q was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
6
<PAGE>
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
7
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Union Bank of Switzerland
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1996-R
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Union Bank of Switzerland, New York Branch; FCC
National Bank; and Norwest Bank Minnesota, National Association (collectively,
the "Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $457,142,858 of Floating Rate Asset Backed
Certificates Series 1996-R ("Series 1996-R"). In connection therewith, we have
read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1996-R, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement;
2
<PAGE>
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1996-R, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated November 1, 1996, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Series 1996-R Certificates and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the Servicer
and noted agreement;
3
<PAGE>
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to the
applicable Distribution Date to amounts accumulated from schedules
prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1996-R Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1996-R Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with
4
<PAGE>
respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Series 1996-R Certificates for the Due Period with respect to
the applicable Distribution Date and noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1996-R Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1996-R
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-Offs,
if any, by which the principal balance of the Certificates exceeds
the Class A Invested Amount as of the end of the day on the Record
Date with respect to the applicable Distribution Date and noted
agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
5
<PAGE>
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution Date)
to the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates, after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) recomputed the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1996-R was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
6
<PAGE>
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
7
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Union Bank of Switzerland
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1996-S
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Union Bank of Switzerland, New York Branch; FCC
National Bank; and Norwest Bank Minnesota, National Association (collectively,
the "Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $800,000,000 of Floating Rate Asset Backed
Certificates Series 1996-S ("Series 1996-S"). In connection therewith, we have
read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1997, with respect to
Series 1996-S, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement;
2
<PAGE>
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1997, with respect to
Series 1996-S, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated November 1, 1996, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Series 1996-S Certificates and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with
3
<PAGE>
the amount on schedules prepared by the Servicer
and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to the
applicable Distribution Date to amounts accumulated from schedules
prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1996-S Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1996-S Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
4
<PAGE>
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Series 1996-S Certificates for the Due Period with respect to
the applicable Distribution Date and noted agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1996-S Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due Period with respect to
the applicable Distribution Date allocable to the Series 1996-S
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xx) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxi) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-Offs,
if any, by which the principal balance of the Certificates exceeds
the Class A Invested Amount as of the end of the day on the Record
Date with respect to the applicable Distribution Date and noted
agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable
5
<PAGE>
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution Date)
to the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates, after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) recomputed the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxx) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1996-S was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period and, as such, the Deficit Controlled Amortization
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions
6
<PAGE>
and system problems occurred related to the processing of cardholder
payments and other transactions. These instances may have resulted in
the misstatement of the information included on the reports generated
from the cardholder accounting system, as well as the information
included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1997.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $2,392,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $101,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are cycle
balancing problems relating to two system reports, aggregating $57,288
for August 1997, ($2,158) for September 1997, and $724 for October 1997.
In management's opinion, these instances of mispostings, delays in the
posting of cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
7
<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1997-T
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Lyonnais, New York Branch; FCC National
Bank; and Norwest Bank Minnesota, National Association (collectively, the
"Specified Users") pursuant to Section 3.06(b) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer") and
Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II (the "Trust"), relating
to the issuance by the Trust of $685,714,286.00 of Floating Rate Asset Backed
Certificates Series 1997-T ("Series 1997-T"). In connection therewith, we have
read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of October through December 1997, with respect to
Series 1997-T, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
we also noted that Series 1997-T was issued on October 30, 1997,
and the interest for the October 1997 Due Period was paid along
with the interest from the November 1997 Due Period;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
we also noted that Series 1997-T was issued on October 30, 1997,
and this fee was computed based on a 1-day period
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<PAGE>
for the October 1997 Due Period and paid along with the fee from
the November 1997 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement; we also noted
that Series 1997-T was issued on October 30, 1997, and this
interest was computed based on an 18-day period for the October
1997 Due Period and was paid along with the interest from the
November 1997 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of October through December 1997, with respect to
Series 1997-T, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated as of October 1, 1997, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
3
<PAGE>
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Series 1997-T Certificates and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the Servicer
and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to the
applicable Distribution Date to amounts accumulated from schedules
prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1997-T Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date (which reflects
the Principal Receivables represented by the Exchangeable Seller's
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $4,706.34 and $4,268.59 in the Certificateholder's
Payment Date Statements for the
4
<PAGE>
May 1997 and December 1997 Due
Periods, respectively, and according to management of the
Servicer, the amounts reflected in the Certificateholder's Payment
Date Statements are correct;
(xii) recomputed the amount of Principal Receivables in the Trust
represented by the Series 1997-T Certificates (the "Adjusted
Invested Amount") by accumulating the total of the Principal
Receivables in the Trust represented by the Class A Certificates
(the "Class A Adjusted Invested Amount") and the Collateral
Invested Amount and noted agreement;
(xiii) recomputed the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Adjusted
Invested Amount") by subtracting the Principal Funding Account
Balance from the Class A Invested Amount and noted agreement;
(xiv) compared the amount of Principal Receivables in the Trust
represented by the Series 1997-T Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xv) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xvi) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Series 1997-T Certificates for the Due Period with respect to
the applicable Distribution Date and noted agreement;
(xvii) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1997-T Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xviii) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xix) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xx) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xxi) compared the aggregate amount of all Defaulted Receivables written
off as uncollectable during the Due
5
<PAGE>
Period with respect to the
applicable Distribution Date allocable to the Series 1997-T
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xxii) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxiii) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution and noted agreement;
(xxiv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-Offs,
if any, by which the principal balance of the Certificates exceeds
the Class A Invested Amount as of the end of the day on the Record
Date with respect to the applicable Distribution Date and noted
agreement;
(xxv) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
(xxvi) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement; we also noted that Series
1997-T was issued on October 30, 1997, and this fee was computed
based on a 1-day period for the October 1997 Due Period;
(xxvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxviii) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution Date)
to the applicable amount on schedules prepared by the Servicer and
noted agreement;
(xxix) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates, after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxx) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
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<PAGE>
(xxxi) recomputed the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxxii) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxiii) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxiv) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
(xxxv) noted that Series 1997-T was not in the Accumulation Period, and
as such, had not deposited any proceeds from the Principal Funding
Account into the Collection Account;
(xxxvi) noted that Series 1997-T was not in the Accumulation Period, and
as such, there were no Excess Principal Funding Investment
Proceeds;
(xxxvii) noted that Series 1997-T was not in the Accumulation Period, and
as such, the Principal Funding Account Balance was zero;
(xxxviii) have been informed by management of the Servicer that Series
1997-T was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period, and as such, the Deficit Controlled Accumulation
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement;
(xxxix) noted that Series 1997-T was not in the Accumulation or Rapid
Amortization Period, and as such, there was no Reserve Draw
Amount; and
(xl) noted that Series 1997-T was not in the Accumulation or Rapid
Amortization Period, and as such, the Reserve Account Balance was
zero.
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
7
<PAGE>
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
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<PAGE>
Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1997-U
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Lyonnais, New York Branch;
FCC National Bank; and Norwest Bank Minnesota, National Association
(collectively, the "Specified Users") pursuant to Section 3.06(b) of the Pooling
and Servicing Agreement dated as of June 1, 1990, as amended and supplemented
(the "Agreement") between FCC National Bank, Seller and Servicer (the
"Servicer") and Norwest Bank Minnesota, National Association, Trustee on behalf
of the Certificateholders of the First Chicago Master Trust II (the "Trust"),
relating to the issuance by the Trust of $457,142,858.00 of Floating Rate Asset
Backed Certificates Series 1997-U ("Series 1997-U"). In connection therewith, we
have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this report. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of October through December 1997, with respect to
Series 1997-U, referred to in Section 3.04(b) of, and Exhibit D to, the
Agreement, we:
(i) compared the aggregate amount of Collections processed for the Due
Period for the applicable Distribution Date with amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to Finance
Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) compared the aggregate Interchange Amounts for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated to
Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated to
Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the Investor
Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if any,
under the Enhancement, required to be made on the next succeeding
Distribution Date to amounts on schedules prepared by the Servicer
and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral Account
loan required to be paid on the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted agreement;
we also noted that Series 1997-U was issued on October 30, 1997,
and the interest for the October 1997 Due Period was paid along
with the interest from the November 1997 Due Period;
(x) recomputed the portion of the Monthly Servicing Fee payable from
Available Funds and the Interchange Monthly Servicing Fee and
summed them to arrive at the Monthly Servicing Fee required to be
paid on the next succeeding Distribution Date and noted agreement;
we
2
<PAGE>
also noted that Series 1997-U was issued on October 30, 1997,
and this fee was computed based on a 1-day period for the October
1997 Due Period and paid along with the fee from the November 1997
Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate Rate
as provided by the Servicer and noted agreement; we also noted
that Series 1997-U was issued on October 30, 1997, and this
interest was computed based on an 18-day period for the October
1997 Due Period and was paid along with the interest from the
November 1997 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount over
the Aggregate Principal Receivables required to be maintained
pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period divided by
Aggregate Principal Receivables for the Due Period and noted
agreement;
(xv) compared the Minimum First Chicago Interest Percentage to the
percent found in Section 3 of the Supplement to the Agreement and
noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken from
a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of October through December 1997, with respect to
Series 1997-U, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated as of October 1, 1997, we:
(i) recomputed the total amount of the distribution to the Class A
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in paragraph
A.1. of the Certificateholder's Payment Date Statement in respect
of principal and interest on the Class A Certificates, per $1,000
interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of
3
<PAGE>
Receivables processed for the Due Period with respect to the
applicable Distribution Date which were allocated in respect of
the Investor Certificates of all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the Servicer
and the applicable Invested Percentage, the aggregate amount of
Collections of Receivables processed for the Due Period with
respect to the applicable Distribution Date which were allocated
in respect of the Series 1997-U Certificates and noted agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the Servicer
and noted agreement;
(vi) recomputed the amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Class A Certificates, per
$1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect to the
applicable Distribution Date to amounts accumulated from schedules
prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there were
no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer that
none of Series 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, and 1997-U (for
the months each respective Series was outstanding during 1997) had
a Deficiency of Finance Charge Receivables allocated in respect of
the Certificates, and as such, the Excess Finance Charges
allocated in respect of the Series 1997-U Certificates was zero;
(x) have been informed by management of the Servicer that Series 1993-
F was in controlled amortization as of the December 1997 Due
Period and Series 1994-I fully amortized as of the November 1997
Due Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F and 1994-I Certificateholders during the amortization
period, and, as such, no sharing of Excess Principal Collections
occurred as of the end of the December 1997 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable Distribution Date
4
<PAGE>
(which reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor Certificates
of all Series) to amounts on schedules prepared by the Servicer
and noted agreement for all Certificateholder's Payment Date
Statements, except for a difference of $4,706.34 and $4,268.59 in
the Certificateholder's Payment Date Statements for the May 1997
and December 1997 Due Periods, respectively, and according to
management of the Servicer, the amounts reflected in the
Certificateholder's Payment Date Statements are correct;
(xii) recomputed the amount of Principal Receivables in the Trust
represented by the Series 1997-U Certificates (the "Adjusted
Invested Amount") by accumulating the total of the Principal
Receivables in the Trust represented by the Class A Certificates
(the "Class A Adjusted Invested Amount") and the Collateral
Invested Amount and noted agreement;
(xiii) recomputed the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Adjusted
Invested Amount") by subtracting the Principal Funding Account
Balance from the Class A Invested Amount and noted agreement;
(xiv) compared the amount of Principal Receivables in the Trust
represented by the Series 1997-U Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xv) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xvi) recomputed the Invested Percentage with respect to Finance Charge
Receivables (including Interchange) and Defaulted Receivables for
the Series 1997-U Certificates for the Due Period with respect to
the applicable Distribution Date and noted agreement;
(xvii) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1997-U Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xviii) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xix) recomputed the Collateral Floating Percentage and the Collateral
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
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<PAGE>
(xx) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xxi) compared the aggregate amount of all Defaulted Receivables written
off as uncollectable during the Due Period with respect to the
applicable Distribution Date allocable to the Series 1997-U
Certificates (the "Investor Default Amount") to amounts on
schedules prepared by the Servicer, and noted agreement;
(xxii) compared the Class A Investor Default Amount and the Collateral
Investor Default Amount to the amounts on schedules prepared by
the Servicer and noted agreement;
(xxiii) recomputed the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date and noted agreement;
(xxiv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-Offs,
if any, by which the principal balance of the Certificates exceeds
the Class A Invested Amount as of the end of the day on the Record
Date with respect to the applicable Distribution Date and noted
agreement;
(xxv) compared the amount of the Collateral Charge-Offs for the Due
Period with respect to the applicable Distribution Date to the
amount on schedules prepared by the Servicer and noted agreement;
(xxvi) recomputed the amount of the Monthly Servicing Fee payable from
Available Funds by the Trust and the amount of the Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement; we also noted that Series
1997-U was issued on October 30, 1997, and this fee was computed
based on a 1-day period for the October 1997 Due Period;
(xxvii) compared the amount, if any, withdrawn from the Cash Collateral
Account for the applicable Distribution Date (the "Withdrawal
Amount") to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxviii) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution Date)
to the applicable amount on schedules prepared by the Servicer and
noted agreement;
6
<PAGE>
(xxix) recomputed the Available Cash Collateral Amount as a percentage
of the Class A Invested Amount of the Certificates, after giving
effect to all reductions thereof on the applicable Distribution
Date and noted agreement;
(xxx) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the Collateral Invested Amount, after giving effect to
all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
(xxxii) recomputed the total Enhancement for the applicable Distribution
Date based on amounts on schedules prepared by the Servicer and
noted agreement;
(xxxiii) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxiv) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
(xxxv) noted that Series 1997-U was not in the Accumulation Period, and
as such, had not deposited any proceeds from the Principal Funding
Account into the Collection Account;
(xxxvi) noted that Series 1997-U was not in the Accumulation Period, and
as such, there were no Excess Principal Funding Investment
Proceeds;
(xxxvii) noted that Series 1997-U was not in the Accumulation Period, and
as such, the Principal Funding Account Balance was zero;
(xxxviii) have been informed by management of the Servicer that Series
1997-U was not in controlled amortization, rapid amortization, or
deficit controlled amortization through the end of the December
1997 Due Period, and as such, the Deficit Controlled Accumulation
Amount indicated was zero for all applicable Due Periods on the
Certificateholder's Payment Date Statement;
(xxxix) noted that Series 1997-U was not in the Accumulation or Rapid
Amortization Period, and as such, there was no Reserve Draw
Amount; and
(xl) noted that Series 1997-U was not in the Accumulation or Rapid
Amortization Period, and as such, the Reserve Account Balance was
zero.
7
<PAGE>
3. We have received representation from management of the Servicer that
during all Due Periods in 1997, various instances of mispostings, delays
in the posting of cardholder transactions and system problems occurred
related to the processing of cardholder payments and other transactions.
These instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting system,
as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for each
Due Period in 1997. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$2,392,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $101,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. Management has also represented that there are
cycle balancing problems relating to two system reports, aggregating
$57,288 for August 1997, ($2,158) for September 1997, and $724 for
October 1997. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system problems are
not material, individually or in the aggregate, to the information
disclosed in the respective Monthly Servicer's Certificates and
Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This report
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
8
<PAGE>
This report is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This report is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Arthur Andersen LLP
Chicago, Illinois
March 13, 1998
9
<PAGE>
EXHIBIT 3
---------
Supplementary Master Trust II Data
Master Trust II
<TABLE>
<CAPTION>
<S> <C> <C>
(i) 6.25% Asset Backed Certificates Series 1992-E
(A) The total amount of cash distributed to Series 1992-E Certificateholders in
1997, per $1,000 of Series 1992-E Certificates................................ $ 876.30
(B) The total amount of the distribution set forth in paragraph (i)(A)
which represents principal payments on the Series 1992-E
Certificates.................................................................. $ 833.33
(C) The total amount of the Monthly Servicing Fee paid to the
Servicer from the Master Trust II in 1997 with respect to the
Series 1992-E Certificates.................................................... $ 13,750,000
(ii) Floating Rate Asset Backed Certificates Series 1993-F
(A) The total amount of cash distributed to Series 1993-F
Certificateholders in 1997, per $1,000 of Series 1993-F Certificates.......... $ 59.91
(B) The total amount of the distribution set forth in paragraph
(ii)(A) which represents principal payments on the Series 1993-F Certificates. $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds paid to the Servicer from the Master Trust II in 1997 with respect
to the Series 1993-F Certificates............................................. $ 3,500,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the
Series 1993-F Certificates.................................................... $ 11,200,000
(iii) Floating Rate Credit Card Certificates Series 1993-H
(A) The total amount of cash distributed to Series 1993-H Certificateholders in
1997, per $1,000 of Series 1993-H Certificates................................ $ 58.90
(B) The total amount of the distribution set forth in paragraph (iii)(A) which
represents principal payments on the Series 1993-H Certificates............... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1993-H Certificates............................................. $ 5,250,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1993-H
Certificates.................................................................. $ 8,750,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(iv) Floating Rate Asset Backed Certificates Series 1994-J
(A) The total amount of cash distributed to Series 1994-J Certificateholders in
1997, per $1,000 of Series 1994-J Certificates............................... $ 59.10
(B) The total amount of the distribution set forth in paragraph (iv)(A)
which represents principal payments on the Series 1994-J Certificates........ $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1994-J Certificates............................................ $ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1994-J
Certificates................................................................. $ 6,250,000
(v) Floating Rate Credit Card Certificates Series 1994-K
(A) The total amount of cash distributed to Series 1994-K
Certificateholders in 1997, per $1,000 of Series 1994-K
Certificates................................................................. $ 58.77
(B) The total amount of the distribution set forth in paragraph (v)(A)
which represents principal payments on the Series 1994-K
Certificates................................................................. $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1994-K Certificates............................................ $ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1994-K
Certificates................................................................. $ 6,250,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(vi) 7.15% Credit Card Certificates Series 1994-L
(A) The total amount of cash distributed to Series 1994-L Certificateholders in
1997, per $1,000 of Series 1994-L Certificates.............................. $ 71.50
(B) The total amount of the distribution set forth in paragraph
(vi)(A) which represents principal payments on the Series 1994-L
Certificates................................................................. $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1994-L Certificates............................................ $ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable to the
Servicer in 1997 with respect to the Series 1994-L Certificates.............. $ 6,250,000
(vii) Floating Rate Credit Card Certificates Series 1995-M
(A) The total amount of cash distributed to Series 1995-M Class A
Certificateholders in 1997, per $1,000 of Series 1995-M Class A Certificates $ 59.15
(B) The total amount of the distribution set forth in paragraph (vii)(A)
which represents principal payments on the Series 1995-M Class A Certificates $ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II in 1997
with respect to the Series 1995-M Certificates............................... $ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1997 with respect to the Series 1995-M
Certificates................................................................. $ 7,142,857
(viii) Floating Rate Credit Card Certificates Series 1995-N
(A) The total amount of cash distributed to Series 1995-N Class A
Certificateholders in 1997, per $1,000 of Series 1995-N Class A Certificates $ 58.34
(B) The total amount of the distribution set forth in paragraph (viii)(A)
which represents principal payments on the Series 1995-N
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1995-N Certificates............................................ $ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1997 with respect to the Series 1995-N
Certificates................................................................. $ 7,142,857
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(ix) Floating Rate Credit Card Certificates Series 1995-O
(A) The total amount of cash distributed to Series 1995-O Class A
Certificateholders in 1997, per $1,000 of Series 1995-O
Class A Certificates......................................................... $ 59.05
(B) The total amount of the distribution set forth in paragraph (ix)(A)
which represents principal payments on the Series 1995-O
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1995-O Certificates............................................ $ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1995-O
Certificates................................................................. $ 7,142,857
(x) Floating Rate Credit Card Certificates Series 1995-P
(A) The total amount of cash distributed to Series 1995-P Class A
Certificateholders in 1997, per $1,000 of Series 1995-P
Class A Certificates......................................................... $ 58.55
(B) The total amount of the distribution set forth in paragraph
(x)(A) which represents principal payments on the Series 1995-P
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1995-P Certificates............................................ $ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1995-P
Certificates................................................................. $ 7,142,857
(xi) Floating Rate Asset Backed Certificates Series 1996-Q
(A) The total amount of cash distributed to Series 1996-Q Class A
Certificateholders in 1997, per $1,000 of Series 1996-Q
Class A Certificates......................................................... $ 58.04
(B) The total amount of the distribution set forth in paragraph (xi)(A)
which represents principal payments on the Series 1996-Q
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1996-Q Certificates............................................ $ 7,714,286
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1996-Q
Certificates................................................................. $ 12,857,143
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(xii) Floating Rate Asset Backed Certificates Series 1996-R
(A) The total amount of cash distributed to Series 1996-R Class A
Certificateholders in 1997, per $1,000 of Series 1996-R
Class A Certificates......................................................... $ 57.43
(B) The total amount of the distribution set forth in paragraph (xii)(A)
which represents principal payments on the Series 1996-R
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1996-R Certificates............................................ $ 3,428,571
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1996-R
Certificates................................................................. $ 5,714,286
(xiii) Floating Rate Asset Backed Certificates Series 1996-S
(A) The total amount of cash distributed to Series 1996-S Class A
Certificateholders in 1997, per $1,000 of Series 1996-S
Class A Certificates......................................................... $ 57.99
(B) The total amount of the distribution set forth in paragraph (xiii)(A)
which represents principal payments on the Series 1996-S
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1996-S Certificates............................................ $ 6,000,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1996-S
Certificates................................................................. $ 10,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(xiv) Floating Rate Asset Backed Certificates Series 1997-T
(A) The total amount of cash distributed to Series 1997-T Class A
Certificateholders in 1997, per $1,000 of Series 1997-T
Class A Certificates......................................................... $ 7.33
(B) The total amount of the distribution set forth in paragraph (xiv)(A)
which represents principal payments on the Series 1997-T
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1997-T Certificates............................................ $ 442,857
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1997-T
Certificates................................................................. $ 738,095
(xv) Floating Rate Asset Backed Certificates Series 1997-U
(A) The total amount of cash distributed to Series 1997-U
Class A Certificateholders in 1997, per $1,000 of Series 1997-U
Class A Certificates......................................................... $ 7.38
(B) The total amount of the distribution set forth in paragraph (xv)(A)
which represents principal payments on the Series 1997-U
Class A Certificates......................................................... $ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1997 with respect
to the Series 1997-U Certificates............................................ $ 295,238
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1997 with respect to the Series 1997-U
Certificates................................................................. $ 492,064
(xvi) The amount of outstanding balances in the Accounts which were 30
or more days delinquent as of the December 1997 Due Period (i.e., with
respect to the January 1998 interest payment date)........................... $ 889,308,338
</TABLE>
