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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FCC NATIONAL BANK
(with respect to FIRST CHICAGO MASTER TRUST II)
(Exact name of registrant as specified in their charter)
United States of America 51-0269396
(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Gateway Center
300 King Street
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box [_ ].
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box [x].
Securities Act registration file number to which this form relates: 333-49625
Securities to be registered pursuant to Section 12(g) of the Act:
First Chicago Master Trust II
Floating Rate Asset Backed Certificates Series 1998-V
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities
to be Registered.
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The descriptions of the Floating Rate Asset Backed Certificates
Series 1998-V appearing under the captions entitled (a) "Prospectus
Summary"; "Risk Factors"; "Maturity and Principal Payment
Considerations"; "Description of the Certificates and the Agreement";
"Enhancement"; "Certain Legal Aspects of the Receivables"; "U.S.
Federal Income Tax Consequences";"State and Local Taxation" and
"ERISA Considerations" in the Prospectus, dated November 3, 1998 (the
"Prospectus") under the Registrant's Registration Statement on Form
S-3, File No. 333-49625 and filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(5), and (b) under the captions
entitled "Summary of Series Terms"; "Summary of Series Provisions";
"Maturity and Principal Payment Considerations"; and "Description of
the Class A Certificates and the Agreement" in the Prospectus
Supplement, dated November 3, 1998 to the Prospectus, as filed with
the Securities and Exchange Commission pursuant to Rule 424(b)(5),
are incorporated herein by reference.
Item 2. Exhibits
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Exhibit 1 - Form of specimen of certificate representing Floating
Rate Asset Backed Certificates Series 1998-V (included in Exhibit
22).
Exhibit 2 - Articles of Association of FCC National Bank. [Exhibit
3.1 to the Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1, File No. 33-61950, is
incorporated herein by reference].
Exhibit 3 - By-laws of FCC National Bank [Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, File No. 33-61950,
is incorporated herein by reference].
Exhibit 4 - Pooling and Servicing Agreement [Exhibit 4.1 to the
Registrant's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1, File No. 33-35084, is incorporated herein by
reference].
Exhibit 5 - Series 1993-F Supplement to the Pooling and Servicing
Agreement [Exhibit 4.8 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-61950 is
incorporated herein by reference].
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Exhibit 6 - Series 1993-G Supplement to the Pooling and Servicing
Agreement [Exhibit 4.9 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-61950 is
incorporated herein by reference].
Exhibit 7 - Series 1993-H Supplement to the Pooling and Servicing
Agreement [Exhibit 4.10 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-67056
is incorporated herein by reference].
Exhibit 8 - Series 1994-I Supplement to the Pooling and Servicing
Agreement [Exhibit 4.11 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-78032 is
incorporated herein by reference].
Exhibit 9 - Series 1994-J Supplement to the Pooling and Servicing
Agreement [Exhibit 4.12 to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1, File No. 33-78032 is
incorporated herein by reference].
Exhibit 10 - Series 1994-K Supplement to the Pooling and Servicing
Agreement [Exhibit 4.13 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-82466 is incorporated by reference].
Exhibit 11 - Series 1994-L Supplement to the Pooling and Servicing
Agreement [Exhibit 4.14 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-82466 is incorporated by reference].
Exhibit 12 - Series 1995-M Supplement to the Pooling and Servicing
Agreement [Exhibit 4.15 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-84880 is incorporated by reference].
Exhibit 13 - Series 1995-N Supplement to the Pooling and Servicing
Agreement [Exhibit 4.16 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-84880 is incorporated by reference].
Exhibit 14 - Series 1995-O Supplement to the Pooling and Servicing
Agreement [Exhibit 4.16 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-92358 is incorporated by reference].
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Exhibit 15 - Series 1995-P Supplement to the Pooling and Servicing
Agreement [Exhibit 4.17 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1, File
No. 33-92358 is incorporated by reference].
Exhibit 16 - 1995 Amendment to the Pooling and Servicing Agreement
[Exhibit 4 to the Registrant's Form 8-K dated May 5, 1995, is
incorporated by reference].
Exhibit 17 - Series 1996-Q Supplement to the Pooling and Servicing
Agreement [Exhibit 4.23 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated October 1,
1996, is incorporated by reference.]
Exhibit 18 - Series 1996-R Supplement to the Pooling and Servicing
Agreement [Exhibit 4.24 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated December
4, 1996, is incorporated by reference].
Exhibit 19 - Series 1996-S Supplement to the Pooling and Servicing
Agreement [Exhibit 4.25 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated December
4, 1996, is incorporated by reference].
Exhibit 20 - Series 1997-T Supplement to the Pooling and Servicing
Agreement [Exhibit 4.26 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated November
10, 1997, is incorporated by reference].
Exhibit 21 - Series 1997-U Supplement to the Pooling and Servicing
Agreement [Exhibit 4.27 to the Registrant's Registration Statement on
Form S-3, File No. 333-02361, as filed on a Form 8-K dated November
10, 1997, is incorporated by reference].
Exhibit 22 - Series 1998-V Supplement to the Pooling and Servicing
Agreement [Exhibit 4.28 to the Registrant's Registration Statement on
Form S-3, File No. 333-49625, as filed on a Form 8-K dated November
20, 1998, is incorporated by reference].
Exhibit 23 - 1998 Amendment to the Pooling and Servicing Agreement
[Exhibit 4.27 to the Registrant's Registration Statement on Form S-3,
File No. 333-49625, is incorporated by reference].
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on their behalf by the undersigned, thereto duly authorized.
FCC NATIONAL BANK
(Registrant)
By /s/ Harry Hallowell
____________________________
Harry Hallowell
Vice President
Dated: March 5, 1999
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INDEX TO EXHIBITS
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Exhibit Sequentially
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Numbered Exhibit Numbered Page
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<S> <C> <C>
1 Form of specimen of certificate representing
Floating Rate Asset Backed Certificates
Series 1998-V. N/A
2 Articles of Association of FCC National Bank
[Exhibit 3.1 to the Registrant's Post-Effective
Amendment No. 1 to the Registration
Statement on Form S-1, File No. 33-61950, is
incorporated herein by reference]. N/A
3 By-laws of FCC National Bank [Exhibit 3.2 to
the Registrant's Registration Statement on
Form S-1, File No. 33-61950, is incorporated
herein by reference]. N/A
4 Pooling and Servicing Agreement [Exhibit 4.1
to the Registrant's Post- Effective Amendment
No. 1 to the Registration Statement on Form S-1,
File No. 33-35084, is incorporated herein
by reference]. N/A
5 Series 1993-F Supplement to the Pooling and
Servicing Agreement [Exhibit 4.8 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-61950 is incorporated
herein by reference]. N/A
6 Series 1993-G Supplement to the Pooling and
Servicing Agreement [Exhibit 4.9 to the
Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1,
File No. 33-61950 is incorporated
herein by reference]. N/A
7 Series 1993-H Supplement to the Pooling and
Servicing Agreement [Exhibit 4.10 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-67056 is incorporated
herein by reference]. N/A
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8 Series 1994-I Supplement to the Pooling and
Servicing Agreement [Exhibit 4.11 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-78032 is incorporated
herein by reference]. N/A
9 Series 1994-J Supplement to the Pooling and
Servicing Agreement [Exhibit 4.12 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-78032 is incorporated
herein by reference]. N/A
10 Series 1994-K Supplement to the Pooling and
Servicing Agreement [Exhibit 4.13 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-82466 is incorporated
herein by reference]. N/A
11 Series 1994-L Supplement to the Pooling and
Servicing Agreement [Exhibit 4.14 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-82466 is incorporated
herein by reference]. N/A
12 Series 1995-M Supplement to the Pooling and
Servicing Agreement [Exhibit 4.15 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-84880 is incorporated
herein by reference]. N/A
13 Series 1995-N Supplement to the Pooling and
Servicing Agreement [Exhibit 4.16 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-84880 is incorporated
herein by reference]. N/A
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<S> <C> <C>
14 Series 1995-O Supplement to the Pooling and
Servicing Agreement [Exhibit 4.16 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-92358 is incorporated by reference]. N/A
15 Series 1995-P Supplement to the Pooling and
Servicing Agreement [Exhibit 4.17 to the
Registrant's Post-Effective Amendment No. 1
to the Registration Statement on Form S-1,
File No. 33-92358 is incorporated by reference]. N/A
16 1995 Amendment to the Pooling and Servicing
Agreement [Exhibit 4 to the Registrant's Form8-K
dated May 5, 1995, is incorporated herein by
reference]. N/A
17 Series 1996-Q Supplement to the Pooling and
Servicing Agreement [Exhibit 4.23 to the Registrant's
Registration Statement on Form S-3, File
No. 333-02361, as filed on a Form 8-K dated
October 1, 1996, is incorporated by reference.] N/A
18 Series 1996-R Supplement to the Pooling and
Servicing Agreement [Exhibit 4.24 to the
Registrant's Registration Statement on Form S-3,
File No. 333-02361, as filed on a Form 8-K dated
December 4, 1996, is incorporated by reference]. N/A
19 Series 1996-S Supplement to the Pooling and
Servicing Agreement [Exhibit 4.25 to the
Registrant's Registration Statement on Form S-3,
File No. 333-02361, as filed on a Form 8-K dated
December 4, 1996, is incorporated by reference]. N/A
20 Series 1997-T Supplement to the Pooling and
Servicing Agreement [Exhibit 4.26 to the
Registrant's Registration Statement on Form S-3,
File No. 333-02361, as filed on a Form 8-K dated
November 10, 1997, is incorporated by reference]. N/A
21 Series 1997-U Supplement to the Pooling and
Servicing Agreement [Exhibit 4.27 to the
Registrant's Registration Statement on Form S-3,
File No. 333-02361, as filed on a Form 8-K dated
November 10, 1997, is incorporated by reference]. N/A
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22 Series 1998-V Supplement to the Pooling and
Servicing Agreement [Exhibit 4.28 to the
Registrant's Registration Statement on Form S-3,
File No. 333-49625, as filed on a Form 8-K dated
November 20, 1998, is incorporated by reference]. N/A
23 Series 1998 Amendment to the Pooling and
Servicing Agreement [Exhibit 4.27 to the
Registrant's Registration Statement on Form S-3,
File No. 333-49625, as filed on a Form 8-K dated
November 20,1998, is incorporated by reference]. N/A
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