<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, 1998
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:
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
Floating Rate Asset Backed Certificates Series 1998-V
(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)
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TABLE OF CONTENTS
Page
----
PART I
Item 1. Business.............................................. 2
Item 2. Properties............................................ 2
Item 3. Legal Proceedings..................................... 2
Item 4. Submission of Matters to a Vote of Security Holders... 2
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters................................... 2
Item 6. Selected Financial Data............................... 4
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations......... 4
Item 8. Financial Statements and Supplementary Data........... 5
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure................ 5
PART III
Item 10. Directors and Executive Officers of the Registrant.... 5
Item 11. Executive Compensation................................ 5
Item 12. Security Ownership of Certain Beneficial Owners
and Management........................................ 6
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.......................................................19
<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 12,
1998, February 11, 1998, March 12, 1998, April 10, 1998, May 12, 1998, June 9,
1998, July 8, 1998, August 11, 1998, September 10, 1998, October 9, 1998,
November 10, 1998, and December 9, 1998, 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, 4.7, 4.9, 4.11,
4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.27 and
4.28 to the Registrant's Form S-3 Registration Statement No. 333-49625.)
First Chicago Master Trust II ( "Master Trust II")
For the February 16, 1999, interest payment date 1.70% of the Accounts in
the Master Trust II were 30 days or more delinquent, which represented 5.47%
of the receivables in the Master Trust II. As of the February 16, 1999,
interest payment date, the amount of receivables in the Master Trust II
written off as uncollectible in each of the prior two Due Periods equaled
5.74% and 4.74%, 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.
(iii) Not applicable.
<PAGE>
Item 6. Selected Financial Data
-----------------------
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Year 2000 Readiness Disclosure
BANK ONE CORPORATION ("BANK ONE"), the parent corporation of FCC National Bank
(the "Bank"), has established an overall project plan to address systems-related
Year 2000 issues. The plan calls for either modification to or replacement of
existing business systems applications. Included in this plan is the repair of
the systems of the Bank, including those systems applications maintained for the
Trust. Substantially all of the remaining work under the program which relates
to the Trust or the Bank, including testing of critical systems, was completed
by the end of 1998.
Detailed contingency plans exist for critical business system applications to
mitigate potential delays or other problems associated with system replacements
or vendor delivery dates. Critical business processes have been identified, and
the most reasonable recovery strategies have been selected. Contingency plans
have been documented and validated for effectiveness. BANK ONE will continue to
review and validate the scope and content of its contingency plans through 1999.
Year 2000 readiness is highly dependent on external entities and is not
limited to operating risk. BANK ONE is working extensively with external
entities to ensure that their systems will be Year 2000 compliant; however, BANK
ONE bears risk and could be adversely affected if outside parties, such as
customers, vendors, utilities and government agencies, do not appropriately
address Year 2000 readiness.
BANK ONE's Year 2000 project costs are expected to reach $350 million over the
life of the project. Year 2000 costs incurred by BANK ONE through year-end 1998
were approximately $235 million. Notwithstanding the substantial expense
involved in Year 2000 compliance issues incurred by BANK ONE, the Trust will not
bear any expense in connection with BANK ONE's remediation program.
Because the Bank's business is highly reliant on various computer
technologies, disruptions caused by Year 2000 failures have the potential to
have a material impact on the Bank's operations. Based on the current project
status and extensive testing completed and planned, the Bank expects any
internal Year 2000 system failure will be handled in the normal course of
business and will not have a significant impact on the Bank or the Trust. It is
more likely that any impact will result from a third party that the Bank
conducts business with directly or indirectly. Payments to the Trust could be
negatively affected if Year 2000 failures prevent the Bank or other entities
from processing customer transactions or cause customers to curtail credit card
spending for a period of time.
The foregoing forward-looking statements concerning the effects of Year 2000
compliance on the Bank and the Trust are subject to risks and uncertainties
related to the implementation of the remediation plan undertaken by BANK ONE.
Factors which could affect such plan include, but are not limited to: failure
of third parties providing software, telecommunications, data network
<PAGE>
and other products and services to the Bank or to BANK ONE to become Year 2000
compliant; insufficient staff and other technical resources to address
unexpected Year 2000 issues; and disruptions in the overall consumer credit
market due to Year 2000 problems.
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.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
(a) Each holder of record* at December 31, 1998, of more than five percent
(5%) of each Series of Certificates is indicated below:
Master Trust II
(A) Floating Rate Credit Card Certificates Series 1993-H
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
The Bank of New York $234,390,000 33.48%
925 Patterson Plank Road
Secaucus, New Jersey 07094
State Street Bank and Trust Company 169,086,000 24.16
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Chase Manhattan Bank 141,000,060 20.14
4 New York Plaza, 13th Floor
New York, New York 10004
Bankers Trust Company 55,260,000 7.89
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Prudential Securities Custody 37,113,940 5.30
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Citibank, N.A. 35,350,000 5.05
P.O. Box 30576
Tampa, Florida 33630-3576
- ---------------
* 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.
<PAGE>
(B) Floating Rate Asset Backed Certificates Series 1994-J
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Boston Safe Deposit and Trust Company $177,325,000 35.47%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
State Street Bank and Trust Company 85,500,000 17.10
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Bankers Trust Company 83,350,000 16.67
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Chase Manhattan Bank 71,250,000 14.25
4 New York Plaza, 13th Floor
New York, New York 10004
Citibank, N.A. 27,525,000 5.51
P.O. Box 30576
Tampa, Florida 33630-3576
<PAGE>
(C) Floating Rate Credit Card Certificates Series 1994-K
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
State Street Bank and Trust Company $244,255,000 48.85%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Boston Safe Deposit and Trust Co. 85,000,000 17.00
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Bank of New York 55,000,000 11.00
925 Patterson Plank Road
Secaucus, New Jersey 07094
Citibank, N.A. 33,000,000 6.60
P.O. Box 30576
Tampa, Florida 33630-3576
Bankers Trust Company 27,340,000 5.47
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Chase Manhattan Bank 25,000,000 5.00
4 New York Plaza, 13th Floor
New York, New York
<PAGE>
(D) 7.15% Credit Card Certificates Series 1994-L
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank $132,815,000 26.56%
4 New York Plaza, 13th Floor
New York, New York 10004
Bankers Trust Company 75,645,000 15.13
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
State Street Bank and Trust Company 63,925,000 12.79
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
The Bank of New York 48,225,000 9.65
925 Patterson Plank Road
Secaucus, New Jersey 07094
The Northern Trust Company 37,015,000 7.40
801 S. Canal C-IN
Chicago, Illinois 60607
<PAGE>
(E) Floating Rate Credit Card Certificates Series 1995-M
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank $273,490,000 54.70%
4 New York Plaza, 13th Floor
New York, New York 10004
Boston Safe Deposit and Trust Company 69,000,000 13.80
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Fuji Bank and Trust Company 40,000,000 8.00
2 World Trade Center, 81st Floor
New York, New York 10048
State Street Bank and Trust Company 30,000,000 6.00
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
(F) Floating Rate Credit Card Certificates Series 1995-N
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
State Street Bank and Trust Company $252,125,000 50.43%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Chase Manhattan Bank 89,000,000 17.80
4 New York Plaza, 13th Floor
New York, New York 10004
Investors Fiduciary Trust Company/SSB 72,100,000 14.42
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Citibank. N.A. 25,000,000 5.00
P.O. Box 30576
Tampa, Florida 33630-3576
<PAGE>
(G) Floating Rate Credit Card Certificates Series 1995-O
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank $261,750,000 52.35%
4 New York Plaza, 13th Floor
New York, New York 10004
Marine/Treasury Investments 42,220,000 8.44
140 Broadway Level A
New York, New York 10015
Citibank, N.A. 38,560,000 7.71
P.O. Box 30576
Tampa, Florida 33630-3576
Bankers Trust Company 35,970,000 7.19
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
The Bank of New York 33,690,000 6.74
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit and Trust Company 26,930,000 5.39
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Fuji Bank and Trust Company 25,000,000 5.00
2 World Trade Center, 81st Floor
New York, New York 10048
<PAGE>
(H) Floating Rate Credit Card Certificates Series 1995-P
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Boston Safe and Trust Company $160,675,000 32.14%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Bank of New York 66,100,000 13.22
925 Patterson Plank Road
Secaucus, New Jersey 07094
Deutsche Bank A.G. 50,000,000 10.00
New York Branch
31 West 52nd Street
New York, New York 10019
Chase Manhattan Bank 47,100,000 9.42
4 New York Plaza, 13th Floor
New York, New York 10004
Brown Brothers Harriman & Co. 38,025,000 7.61
63 Wall Street, 8th Floor
New York, New York 10005
State Street Bank and Trust Company 32,000,000 6.40
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Bankers Trust Company 30,500,000 6.10
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Citibank, N.A. 28,000,000 5.60
P.O. Box 30576
Tampa, Florida 33630-3576
Union Bank of California, N.A. 25,000,000 5.00
P.O. Box 109
San Diego, CA 92112-4103
<PAGE>
(I) Floating Rate Credit Card Certificates Series 1996-Q
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank $292,625,000 32.51%
4 New York Plaza, 13th Floor
New York, New York 10004
Bankers Trust Company 129,200,000 14.36
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
The Northern Trust Company 108,875,000 12.10
801 S. Canal C-IN
Chicago, Illinois 60607
Citibank, N.A. 105,000,000 11.67
P.O. Box 30576
Tampa, Florida 33630-3576
The Bank of New York 81,000,000 9.00
925 Patterson Plank Road
Secaucus, New Jersey 07094
State Street Bank and Trust Company 55,950,000 6.22
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
BNY/ITC 45,450,000 5.05
c/o N.A. Schapiro & Co., Inc.
One Chase Manhattan Plaza, 58th Floor
New York, New York 10005
<PAGE>
(J) Floating Rate Asset Backed Certificates Series 1996-R
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank $84,360,000 21.09%
4 New York Plaza, 13th Floor
New York, New York 10004
The Northern Trust Company 76,000,000 19.00
801 S. Canal C-IN
Chicago, Illinois 60607
The Bank of New York 53,180,000 13.30
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bankers Trust Company 50,000,000 12.50
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Prudential Securities Custody 50,000,000 12.50
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
State Street Bank
and Trust Company 36,000,000 9.00
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
<PAGE>
(K) Floating Rate Asset Backed Certificates Series 1996-S
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank $188,225,000 26.89%
4 New York Plaza, 13th Floor
New York, New York 10004
Warburg Dillon Read LLC 80,000,000 11.43
677 Washington Boulevard
Stamford, Connecticut 06901
Chase Bank of Texas, N.A. 76,000,000 10.86
P.O. Box 2558
Houston, Texas 77252-2558
Citibank, N.A. 74,075,000 10.58
P.O. Box 30576
Tampa, Florida 33630-3576
BNY/ITC 70,000,000 10.00
c/o N.A. Schapiro & Co., Inc.
One Chase Manhattan Plaza,
58th Floor
New York, New York 10005
State Street Bank
and Trust Company 65,000,000 9.29
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
The Bank of New York 45,000,000 6.43
925 Patterson Plank Road
Secaucus, New Jersey 07094
<PAGE>
(L) Floating Rate Asset Backed Certificates Series 1996-T
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Boston Safe Deposit
and Trust Company $145,220,000 24.20%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Bank of New York 100,700,000 16.78
925 Patterson Plank Road
Secaucus, New Jersey 07094
State Street Bank
and Trust Company 87,228,000 14.54
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
The Northern Trust Company 83,787,000 13.96
801 S. Canal C-IN
Chicago, Illinois 60607
BNY/ITC 60,000,000 10.00
c/o N.A. Schapiro & Co., Inc.
One Chase Manhattan Plaza,
58th Floor
New York, New York 10005
Chase Manhattan Bank 55,780,000 9.30
4 New York Plaza, 13th Floor
New York, New York 10004
Bankers Trust Company 36,810,000 6.14
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
<PAGE>
(M) Floating Rate Asset Backed Certificates Series 1997-U.
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank $201,935,000 50.48%
4 New York Plaza, 13th Floor
New York, New York 10004
Citibank, N.A. 111,565,000 27.89
P.O. Box 30576
Tampa, Florida 33630-3576
The Bank of New York 38,000,000 9.50
925 Patterson Plank Road
Secaucus, New Jersey 07094
(N) Floating Rate Asset Backed Certificates Series 1998-V.
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- -------------------------- ----------------- -----------------
State Street Bank
and Trust Company $253,776,000 25.38%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, Massachusetts 02105-1631
Boston Safe Deposit
and Trust Company 147,430,000 14.74
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
The Bank of New York 116,485,000 11.65
925 Patterson Plank Road
Secaucus, New Jersey 07094
Chase Manhattan Bank 107,945,000 10.79
4 New York Plaza, 13th Floor
New York, New York 10004
Citibank, N.A. 106,910,000 10.69
P.O. Box 30576
Tampa, Florida 33630-3576
The Northern Trust Company 81,050,000 8.11
801 S. Canal C-IN
Chicago, Illinois 60607
Bankers Trust Company 65,003,000 6.50
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
<PAGE>
(b) Not Applicable
(c) Not Applicable
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 25,1999.
2. Annual Independent Public Accountant's Reports dated March 25, 1999
concerning the Servicer's servicing activities and applying certain agreed-upon
procedures for Master Trust II for the period ended December 31, 1998.
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.
<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 day of March,
1999.
FCC NATIONAL BANK
As co-registrant and as servicer on
behalf of the Trust as co-registrant
By: /s/ Richard W. Vague
-------------------------------------
Richard W. Vague
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.
Signature Title Date
- --------- ----- ----
/s/ Richard W. Vague Director and Principal March 24, 1999
- --------------------------- Executive Officer
Richard W. Vague
/s/ Randy L. Christofferson Director March 24, 1999
- ---------------------------
Randy L. Christofferson
/s/ William J. Garner Director March 24, 1999
- ---------------------------
William J. Garner
- --------------------------- Director March 24, 1999
Gary J. Marino
/s/ George P. Hubley Director, Principal March 24, 1999
- --------------------------- Financial Officer and
George P. Hubley Principal Accounting Officer
/s/ Roger S. Deacon Director March 24, 1999
- ---------------------------
Roger S. Deacon
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
- ------- -------------- ---------------
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
<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, 1998, 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
25th day of March, 1999.
/s/ Harry H. Hallowell
By: ________________________
Name: Harry H. Hallowell
Title: Vice President
/s/ Sharon A. Renchof
By: _______________________
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 First Boston, New York Branch
(Series 1993-F, 1994-K, 1994-L,
1995-O, 1995-P and 1998-V)
The Industrial Bank of Japan, Limited,
Chicago Branch (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; Credit Suisse
First Boston, 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
1
<PAGE>
therewith, we have 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 1998 Due Period.
(d) We confirmed with the fidelity bond insurer that the Servicer maintains
fidelity bond coverage that 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 1998 for 1992-E, 1993-F, 1993-H, 1994-J, 1994-K, 1994-L, 1995-M,
1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective series was outstanding during
1998) and recomputed the monthly portfolio yield,
2
<PAGE>
noting that each month's portfolio yield was above the applicable base
rate.
(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-J, 1994-K, 1994-L, 1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R,
1996-S, 1997-T, 1997-U, and 1998-V 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, 1999, 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 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, 1998, 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 1998 Due Period, no Series was in
controlled amortization, except for Series 1993-H, 1994-J and 1995-N.
(n) On a sample basis, we determined through review of applicable monthly
Certificateholder records that the Paying Agent distributed
3
<PAGE>
the appropriate amount according to each applicable Certificate Rate to
the Series' Certificateholders.
(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 Certificateholder's Payment Date
Statements that Investor Default Amounts were appropriately applied
with respect to each Series from collections of Finance Charge
Receivables.
(r) For Series 1993-H, 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, 1997-U, and 1998-V, 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 1993-H, 1994-J and 1995-N, 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 1998 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 1998
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
4
<PAGE>
(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
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.
Chicago, Illinois
March 25, 1999
5
<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.
6
<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, 1998 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
7
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement;
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998 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
8
<PAGE>
respect of the Series 1993-H 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 Series 1993-H
Certificates, per $1,000 interest, and noted agreement;
(vi) have been informed by management of the Servicer that Series
1993-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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 schedules prepared by 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
9
<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;
(xxi) have been informed by management of the Servicer that Series
1993-H was not in rapid amortization or deficit controlled
amortization through the end of the December 1998 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;
(xxii) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1993-H Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement; and
10
<PAGE>
(xxiii) beginning with the July, 1998 Due Period, recomputed the Net
Default Receivables from schedules prepared by the Servicer, and
noted agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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.
11
<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.
Chicago, Illinois
March 25, 1999
12
<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.
13
<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, 1998, 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;
14
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement;
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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;
15
<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 1994-J 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 Series 1994-J
Certificates, per $1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer,
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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;
16
<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 schedules prepared by 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;
(xxi) have been informed by management of the Servicer that Series
1994-J was not in rapid amortization or deficit controlled
amortization through the end of the December 1998 Due Period
and, as such, the Deficit Controlled
17
<PAGE>
Amortization Amount indicated was zero for all applicable Due
Periods on the Certificateholder's Payment Date Statement;
(xxii) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1994-J Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement; and
(xxiii) beginning with the July, 1998 Due Period, recomputed the Net
Default Receivables from schedules prepared by the Servicer, and
noted agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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
18
<PAGE>
(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.
Chicago, Illinois
March 25, 1999
19
<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.
20
<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, 1998, 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;
21
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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 Series 1994-K Certificates and
noted agreement;
22
<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 Series 1994-K
Certificates, per $1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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 schedules prepared by the Servicer and
noted agreement;
(xiii) compared the aggregate amount of all Defaulted Receivables
written off as uncollectable during the Due
23
<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;
(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 1998 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;
(xxii) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1994-K Certificates
(the "Recoveries")
24
<PAGE>
from schedules prepared by the Servicer, and noted agreement;
and
(xxiii) beginning with the July, 1998 Due Period, recomputed the Net
Default Receivables from schedules prepared by the Servicer, and
noted agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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.
25
<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.
Chicago, Illinois
March 25, 1999
26
<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.
27
<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, 1998, 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 the applicable Certificate Rate,
as provided by the Servicer, divided by 12 and noted agreement;
28
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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 Series 1994-L Certificates and
noted agreement;
(v) recomputed the amount of Collections of Receivables processed
for the Due Period with respect to the
29
<PAGE>
applicable Distribution Date which were allocated in respect of
the Series 1994-L Certificates, per $1,000 interest, and noted
agreement;
(vi) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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 schedules prepared by 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 "Investor Default Amount") to amounts
on schedules prepared by the Servicer, and noted agreement;
30
<PAGE>
(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;
(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 1998 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;
(xxii) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1994-L Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement; and
31
<PAGE>
(xxiii) beginning with the July, 1998 Due Period, recomputed the Net
Default Receivables from schedules prepared by the Servicer, and
noted agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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,
32
<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.
Chicago, Illinois
March 25, 1999
33
<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.
34
<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, 1998, 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
35
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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 allocated in
36
<PAGE>
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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1995-L, 1995-M, 1995-N,
1995-O ,1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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
37
<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 schedules prepared by 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
38
<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;
(xxxiii) have been informed by management of the Servicer that Series
1995-M was not in controlled amortization,
39
<PAGE>
rapid amortization, or deficit controlled amortization through
the end of the December 1998 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;
(xxxiv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1995-M Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement;
(xxxv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xxxvi) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xxxvii) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system
40
<PAGE>
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.
Chicago, Illinois
March 25, 1999
41
<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.
42
<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, 1998, 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
43
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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
44
<PAGE>
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;
(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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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
45
<PAGE>
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 schedules prepared by 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 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
46
<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;
(xxxiii) have been informed by management of the Servicer that Series
1995-N was not in rapid amortization or deficit controlled
amortization through the end of the December 1998 Due Period
and, as such, the Deficit Controlled
47
<PAGE>
Amortization Amount indicated was zero for all applicable Due
Periods on the Certificateholder's Payment Date Statement;
(xxxiv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1995-N Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement;
(xxxv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xxxvi) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xxxvii) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. In management's opinion, these instances of mispostings,
delays in the posting of cardholder transactions and system
48
<PAGE>
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.
Chicago, Illinois
March 25, 1999
49
<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.
50
<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, 1998, 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;
51
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding on schedules
prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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,
52
<PAGE>
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;
(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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1995-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
53
<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 schedules prepared by 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;
54
<PAGE>
(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 (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;
55
<PAGE>
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
(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 1998 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;
(xxxiv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1995-O Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement;
(xxxv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xxxvi) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xxxvii) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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,
56
<PAGE>
aggregating $58.00 for July 1998, ($1,302.22) for August 1998,
($44,804.94) for September 1998, $24,942.19 for October 1998,
($55,860.39) for November 1998, and ($40,746.25) for December 1998. 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.
Chicago, Illinois
March 25, 1999
57
<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.
58
<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, 1998, 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
59
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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
60
<PAGE>
applicable Distribution Date which were allocated in respect of
the Series 1995-P 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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-P 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;
61
<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 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 schedules prepared by 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 Date with respect to the applicable Distribution Date
and noted agreement;
62
<PAGE>
(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;
(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 1998 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;
63
<PAGE>
(xxxiv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1995-P Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement;
(xxxv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xxxvi) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xxxvii) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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
64
<PAGE>
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.
Chicago, Illinois
March 25, 1999
65
<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.
Procedures and Findings:
- ------------------------
66
<PAGE>
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1998, 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
67
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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
68
<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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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 Defaulted
Receivables for the Series 1996-Q
69
<PAGE>
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 schedules prepared by 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
70
<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;
(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 1998 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;
(xxxiv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1996-Q Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement;
(xxxv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
71
<PAGE>
(xxxvi) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xxxvii) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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.
72
<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.
Chicago, Illinois
March 25, 1999
73
<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.
Procedures and Findings:
- ------------------------
74
<PAGE>
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December, 1998, 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;
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<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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;
76
<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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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 respect to the applicable
Distribution Date with the
77
<PAGE>
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 schedules prepared by 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;
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<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;
(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 1998 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;
(xxxiv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1996-R Certificates
(the "Recoveries")
79
<PAGE>
from schedules prepared by the Servicer, and noted agreement;
(xxxv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xxxvi) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xxxvii) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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.
80
<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
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.
Chicago, Illinois
March 25, 1999
81
<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.
82
<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, 1998, 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;
83
<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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December, 1998, 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;
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(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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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;
(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
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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 schedules prepared by 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 Distribution Date to the
amount on schedules prepared by the Servicer and noted
agreement;
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(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;
(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 1998 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;
(xxxiv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1996-S Certificates
(the "Recoveries")
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from schedules prepared by the Servicer, and noted agreement;
(xxxv) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xxxvi) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xxxvii) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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.
88
<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
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.
Chicago, Illinois
March 25, 1999
89
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Independent Accountants' Report on Applying Agreed-Upon Procedures
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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.
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Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December 1998, 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;
(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; except for the February
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Due Period for which the interest paid for Series 1997-T was
overstated by $313.67;
(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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December 1998, 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;
(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
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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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(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;
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(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 schedules prepared by 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-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
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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;
(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;
(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;
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<PAGE>
(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 Collection
Account into the Principal Funding 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 1998 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;
(xl) noted that Series 1997-T was not in the Accumulation or Rapid
Amortization Period, and as such, the Reserve Account Balance
was zero;
(xli) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1997-T Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement;
(xlii) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xliii) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xliv) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
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3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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.
97
<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.
Chicago, Illinois
March 25, 1999
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Independent Accountants' Report on Applying Agreed-Upon Procedures
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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.
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Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of January through December 1998, 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;
(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
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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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of January through December 1998, 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 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,
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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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal Collections occurred as of the end of the December
1998 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;
(xii) recomputed the amount of Principal Receivables in the Trust
represented by the Series 1997-U Certificates
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(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;
(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 schedules prepared by 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;
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(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;
(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;
(xxxi) recomputed the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date and noted agreement;
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(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 Collection
Account into the Principal Funding 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 1998 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;
(xl) noted that Series 1997-U was not in the Accumulation or Rapid
Amortization Period, and as such, the Reserve Account Balance
was zero;
(xli) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to the applicable
Distribution Date allocable to the Series 1997-U Certificates
(the "Recoveries") from schedules prepared by the Servicer, and
noted agreement;
(xlii) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xliii) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
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(xliv) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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.
106
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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.
Chicago, Illinois
March 25, 1999
107
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Independent Accountants' Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Credit Suisse First Boston
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 1998-V
This report is written for Moody's Investors Service, Inc.; Standard and Poor's
Corporation; Fitch IBCA, Inc.; Credit Suisse First Boston, 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 1998-V ("Series 1998-V"). 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.
108
<PAGE>
Procedures and Findings:
- ------------------------
1. With respect to the amounts shown on the Monthly Servicer's Certificates
related to the months of November and December 1998, with respect to
Series 1998-V, 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 1998-V was issued on
November 12, 1998, and the interest for the November 1998 Due
Period was paid along with the interest from the November 1998
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
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also noted that Series 1998-V was issued on November 12, 1998,
and this fee was computed based on an 19-day period for the
December 1998 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 1998-V was issued on
November 12, 1998, and the interest for the November 1998 Due
Period was computed based on a 4-day period and was paid along
with the interest for the December 1998 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;
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts on
schedules prepared by the Servicer and noted agreement; and
(xvii) beginning with the July, 1998 Due Period, compared the aggregate
Recovery Amounts for the applicable Distribution Date with
amounts on schedules prepared by the Servicer and noted
agreement.
2. With respect to the monthly Certificateholder's Payment Date Statements
related to the months of October through December 1998, with respect to
Series 1998-V, referred to in Section 5.02(a) of, and Exhibit B to, the
Supplement to the Agreement dated as of November 1, 1998, 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;
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(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 1998-V 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 any Due Periods with
respect to the applicable Distribution Dates allocated in
respect of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the Servicer
that none of Series 1994-J, 1994-K, 1994-L, 1995-M, 1995-N,
1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U and
1998-V (for the months each respective Series was outstanding
during 1998) 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 1998-V
Certificates was zero;
(x) have been informed by management of the Servicer that Series
1993-H, 1994-J, and 1995-N were in controlled amortization, and
Series 1993-F fully amortized as of the December 1998 Due
Period. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1993-F, 1993-H, 1994-J and 1995-N Certificateholders during the
amortization period, and, as such, no sharing of Excess
Principal
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Collections occurred as of the end of the December 1998 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;
(xii) recomputed the amount of Principal Receivables in the Trust
represented by the Series 1998-V 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 1998-V 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 1998-V 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 1998-V 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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(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 schedules prepared by 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
1998-V 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 noted that Series
1998-V was issued on November 12, 1998, and this fee was
computed based on a 19-day period for the December 1998 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;
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<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 1998-V was not in the Accumulation Period, and
as such, had not deposited any proceeds from the Collection
Account into the Principal Funding Account;
(xxxvi) noted that Series 1998-V was not in the Accumulation Period, and
as such, there were no Excess Principal Funding Investment
Proceeds;
(xxxvii) noted that Series 1998-V 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
1998-V was not in controlled amortization, rapid amortization,
or deficit controlled amortization through the end of the
December 1998 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 1998-V was not in the Accumulation or Rapid
Amortization Period, and as such, there was no Reserve Draw
Amount;
(xl) noted that Series 1998-V was not in the Accumulation or Rapid
Amortization Period, and as such, the Reserve Account Balance
was zero;
(xli) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the aggregate amount of all Recoveries
collected during the Due Period with respect to
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<PAGE>
the applicable Distribution Date allocable to the Series 1998-V
Certificates (the "Recoveries") from schedules prepared by the
Servicer, and noted agreement;
(xlii) beginning with the July, 1998 Due Period, recomputed, for all
applicable Due Periods, the Class A Recoveries Amount and the
Collateral Recoveries Amount from schedules prepared by the
Servicer, and noted agreement;
(xliii) beginning with the July, 1998 Due Period, recomputed the
aggregate Net Default Receivables from schedules prepared by the
Servicer, and noted agreement; and
(xliv) beginning with the July, 1998 Due Period, recomputed the Class A
Net Default Receivables and the Collateral Net Default
Receivables from schedules prepared by the Servicer, and noted
agreement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1998, 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 1998. 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 monthly 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 $173,114.
Management has indicated that these mispostings and delays in posting
did not result in the forfeiture of finance charge receivables allocable
to the Certificateholders. Additionally, the aggregate dollar impact of
system problems for the entire securitized Portfolio was approximately
$5,715,921. 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 $58.00 for July 1998,
($1,302.22) for August 1998, ($44,804.94) for September 1998, $24,942.19
for October 1998, ($55,860.39) for November 1998, and ($40,746.25) for
December 1998. 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
115
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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.
Chicago, Illinois
March 25, 1999
116
<PAGE>
EXHIBIT 3
---------
Supplementary Master Trust II Data
<TABLE>
<S> <C>
Master Trust II
(i) Floating Rate Credit Card Certificates Series 1993-H
(A) The total amount of cash distributed to Series 1993-H
Certificateholders in 1998, per $1,000 of Series 1993-H
Certificates ....................................................... $ 957.79
(B) The total amount of the distribution set forth in paragraph
(i)(A) which represents principal payments on the Series
1993-H Certificates.................................................. $ 916.67
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1998 with respect to the Series 1993-H Certificates............... $ 3,609,375
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1998 with respect to the Series 1993-H
Certificates......................................................... $ 6,015,625
(ii) Floating Rate Asset Backed Certificates Series 1994-J
(A) The total amount of cash distributed to Series 1994-J
Certificateholders in 1998, per $1,000 of Series 1994-J
Certificates............................................................ $ 142.75
(B) The total amount of the distribution set forth in paragraph
(ii) which represents principal payments on the Series 1994-J
Certificates............................................................ $ 83.33
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1998 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 1998 with respect to the Series 1994-J
Certificates............................................................ $ 6,250,000
(iii) Floating Rate Credit Card Certificates Series 1994-K
(A) The total amount of cash distributed to Series 1994-K
Certificateholders in 1998, per $1,000 of Series 1994-K
Certificates......................................................... $ 59.10
(B) The total amount of the distribution set forth in paragraph (iii) (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 1998 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 1998 with respect to the Series 1994-K
Certificates......................................................... $ 6,250,000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(iv) 7.15% Credit Card Certificates Series 1994-L
(A) The total amount of cash distributed to Series 1994-L
Certificateholders in 1998, per $1,000 of Series 1994-L
Certificates......................................................... $ 71.50
(B) The total amount of the distribution set forth in paragraph
(iv)(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 1998 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 1998 with respect to the
Series 1994-L Certificates........................................... $ 6,250,000
(v) Floating Rate Credit Card Certificates Series 1995-M
(A) The total amount of cash distributed to Series 1995-M Class A
Certificateholders in 1998, per $1,000 of Series 1995-M
Class A Certificates................................................. $ 59.41
(B) The total amount of the distribution set forth in paragraph (v) (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 1998
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 1998 with respect to the Series 1995-M
Certificates......................................................... $ 7,142,857
(vi) Floating Rate Credit Card Certificates Series 1995-N
(A) The total amount of cash distributed to Series 1995-N Class A
Certificateholders in 1998, per $1,000 of Series 1995-N
Class A Certificates................................................. $ 234.37
(B) The total amount of the distribution set forth in paragraph (vi)(A)
which represents principal payments on the Series 1995-N
Class A Certificates................................................. $ 176.13
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1998 with respect
to the Series 1995-N Certificates.................................... $ 4,255,608
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1998 with respect to the Series 1995-N
Certificates......................................................... $ 7,092,681
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(vii) Floating Rate Credit Card Certificates Series 1995-O
(A) The total amount of cash distributed to Series 1995-O Class A
Certificateholders in 1998, per $1,000 of Series 1995-O
Class A Certificates................................................. $ 59.31
(B) The total amount of the distribution set forth in paragraph (vii)(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 1998 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 1998 with respect to the Series 1995-O
Certificates......................................................... $ 7,142,857
(viii) Floating Rate Credit Card Certificates Series 1995-P
(A) The total amount of cash distributed to Series 1995-P Class A
Certificateholders in 1998, per $1,000 of Series 1995-P
Class A Certificates................................................. $ 58.80
(B) The total amount of the distribution set forth in paragraph
(viii)(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 1998 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 1998 with respect to the Series 1995-P
Certificates......................................................... $ 7,142,857
(ix) Floating Rate Asset Backed Certificates Series 1996-Q
(A) The total amount of cash distributed to Series 1996-Q Class A
Certificateholders in 1998, per $1,000 of Series 1996-Q
Class A Certificates................................................. $ 58.30
(B) The total amount of the distribution set forth in paragraph (ix)(A)
which represents principal payments on the Series 1996-Q
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 1998 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 1998 with respect to the Series 1996-Q
Certificates......................................................... $12,857,143
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(x) Floating Rate Asset Backed Certificates Series 1996-R
(A) The total amount of cash distributed to Series 1996-R Class A
Certificateholders in 1998, per $1,000 of Series 1996-R
Class A Certificates................................................. $ 57.69
(B) The total amount of the distribution set forth in paragraph (x)(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 1998 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 1998 with respect to the Series 1996-R
Certificates......................................................... $ 5,714,286
(xi) Floating Rate Asset Backed Certificates Series 1996-S
(A) The total amount of cash distributed to Series 1996-S Class A
Certificateholders in 1998, per $1,000 of Series 1996-S
Class A Certificates................................................. $ 58.25
(B) The total amount of the distribution set forth in paragraph (xi)(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 1998 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 1998 with respect to the Series 1996-S
Certificates......................................................... $10,000,000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(xii) Floating Rate Asset Backed Certificates Series 1997-T
(A) The total amount of cash distributed to Series 1997-T Class A
Certificateholders in 1998, per $1,000 of Series 1997-T
Class A Certificates................................................. $ 57.69
(B) The total amount of the distribution set forth in paragraph (xii)(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 1998 with respect
to the Series 1997-T Certificates.................................... $ 5,142,857
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1998 with respect to the Series 1997-T
Certificates......................................................... $ 8,571,429
(xiii) Floating Rate Asset Backed Certificates Series 1997-U
(A) The total amount of cash distributed to Series 1997-U
Class A Certificateholders in 1998 per $1,000 of Series 1997-U
Class A Certificates................................................. $ 58.15
(B) The total amount of the distribution set forth in paragraph (xiii) (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 1998 with respect
to the Series 1997-U Certificates.................................... $ 3,428,571
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1998 with respect to the Series 1997-U
Certificates......................................................... $ 5,714,286
(xiv) Floating Rate Asset Backed Certificates Series 1998-V
(A) The total amount of cash distributed to Series 1998-V
Class A Certificateholders in 1998 per $1,000 of Series 1998-V
Class A Certificates................................................. $ 0.62
(B) The total amount of the distribution set forth in paragraph (xiv) (A)
which represents principal payments on the Series 1998-V
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 1998 with respect
to the Series 1998-V Certificates.................................... $ 452,381
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1998 with respect to the Series 1998-V
Certificates......................................................... $ 753,968
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(xv) The amount of outstanding balances in the Accounts which were 30
or more days delinquent as of the December 1998 Due Period (i.e.,
with respect to the January 1999 interest payment date).............. $799,593,414
</TABLE>
