<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) JULY 22, 1997
-------------
FIRST USA BANK
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST USA CREDIT CARD MASTER TRUST)
DELAWARE 333-24227 76-0039224
---------------- ----------------- ----------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or Number) Identification Number)
organization)
201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
302/594-4117
- --------------------------------------------------
Registrant's telephone number, including area code
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1-4. Not Applicable
Item 5. Other Events
On July 22, 1997, the Registrant made available to prospective investors a
series term sheet setting forth a description of the collateral pool and the
proposed structure of $650,000,000 aggregate principal amount of Class A
Floating Rate Asset Backed Certificates, Series 1997-5 and $58,735,000 aggregate
principal amount of Class B Floating Rate Asset Backed Certificates, Series
1997-5, each of the First USA Credit Card Master Trust. The series term sheet is
attached hereto as Exhibit 99.01.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits
The following exhibit is filed as a part of this report:
Exhibit 99.01 Series Term Sheet dated July 22, 1997, with respect to the
proposed issuance of the Class A Floating Rate Asset Backed
Certificates and the Class B Floating Rate Asset Backed
Certificates of the First USA Credit Card Master Trust, Series
1997-5.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST USA BANK
As Servicer
By: /s/ Peter W. Atwater
----------------------------
Peter W. Atwater
Executive Vice President
Date: July 23, 1997
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EXHIBIT INDEX
Exhibit Description Page Number
- ------- ----------- -----------
99.01 Series 1997-5 Term Sheet dated July 22, 1997 5
<PAGE>
EXHIBIT 99.01
SERIES 1997-5 TERM SHEET
[Exhibit Begins on Next Page]
<PAGE>
SUBJECT TO REVISION
SERIES TERM SHEET DATED JULY 22, 1997
FIRST USA CREDIT CARD MASTER TRUST
$650,000,000 Class A Floating Rate Asset Backed Certificates, Series 1997-5
$58,735,000 Class B Floating Rate Asset Backed Certificates, Series 1997-5
FIRST USA BANK
Transferor and Servicer
THE OFFERED CERTIFICATES WILL REPRESENT INTERESTS IN THE TRUST ONLY AND WILL
NOT REPRESENT INTERESTS IN OR RECOURSE OBLIGATIONS OF FIRST USA BANK OR ANY AF-
FILIATE THEREOF. AN OFFERED CERTIFICATE IS NOT A DEPOSIT AND NEITHER THE OF-
FERED CERTIFICATES NOR THE UNDERLYING ACCOUNTS OR RECEIVABLES ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMEN-
TAL AGENCY.
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT THE
OFFERED CERTIFICATES; HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN COMPLETE
INFORMATION ABOUT THE OFFERED CERTIFICATES. THE INFORMATION PROVIDED HEREIN IS
PRELIMINARY AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE PROSPEC-
TUS SUPPLEMENT AND THE PROSPECTUS. ADDITIONAL INFORMATION WILL BE CONTAINED IN
THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. PURCHASERS ARE URGED TO READ BOTH
THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITA-
TION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY
STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REG-
ISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SALES
OF THE OFFERED CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RE-
CEIVED BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
J.P. MORGAN & CO.
BANC ONE CAPITAL CORPORATION
BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON
<PAGE>
SUMMARY OF TERMS
This Series Term Sheet will be superseded in its entirety by the information
appearing in the Prospectus Supplement, the Prospectus and the Series 1997-5
Supplement to the Pooling and Servicing Agreement (as amended, the "Pooling and
Servicing Agreement") between First USA Bank (the "Bank"), as transferor (in
such capacity, the "Transferor") and servicer (in such capacity, the
"Servicer"), and The Bank of New York (Delaware), as trustee (the "Trustee").
Type of Securities.......... Class A Floating Rate Asset Backed
Certificates, Series 1997-5 (the "Class A
Certificates") and Class B Floating Rate
Asset Backed Certificates, Series 1997-5
(the "Class B Certificates" and, together
with the Class A Certificates, the "Offered
Certificates").
Trust Assets................ The property of the First USA Credit Card
Master Trust (the "Trust") includes and will
include receivables (the "Receivables")
arising under certain VISA (R) and
MasterCard (R)* revolving credit card
accounts (the "Accounts") selected by the
Transferor from a portfolio of VISA and
MasterCard accounts owned by the Transferor,
all monies due or to become due in payment
of the Receivables, all proceeds of the
Receivables and all monies on deposit in
certain bank accounts of the Trust (other
than certain investment earnings on such
amounts), Recoveries and any enhancement
issued with respect to any series issued
from time to time by the Trust (each, a
"Series") which will consist of one or more
classes of certificates. The benefits of any
enhancement issued with respect to any other
Series will not be available for the benefit
of the holders of the Certificates and the
holders of the certificates of other Series
will not be entitled to the benefits of any
enhancement for this Series.
Trustee..................... The Bank of New York (Delaware).
Certificateholders' Each of the Offered Certificates represents
Interest.................... an undivided interest in the Trust. The
Trust's assets will be allocated among the
Class A Certificateholders (the "Class A
Certificateholders' Interest"), the Class B
Certificateholders (the "Class B
Certificateholders' Interest," and together
with the Class A Certificateholders'
Interest, the "Investor Interest"), the CIA
Certificateholders (the "CIA
Certificateholders' Interest"), the holders
of other Series previously issued or issued
at some future time pursuant to the Pooling
and Servicing Agreement and the applicable
series supplements to the Pooling and
Servicing Agreement (each, a "Supplement")
and the Transferor (the "Transferor
Interest"), as described below.
The aggregate principal amount of the Class A
Certificateholders' Interest and the Class B
Certificateholders' Interest will, except as
otherwise provided herein, remain fixed at
$650,000,000 (the "Class A Invested Amount")
and $58,735,000 (the "Class B Invested
Amount"), respectively. The principal amount
of the Transferor Interest will fluctuate as
the amount of Receivables in the Trust
changes from time to time.
- --------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
The "CIA Invested Amount" in the initial
amount of $74,395,000 (which amount
represents 9.5% of the sum of the initial
Class A Invested Amount, the initial Class B
Invested Amount and the initial CIA Invested
Amount) constitutes enhancement for the
Offered Certificates. Allocations will be
made to the CIA Invested Amount and the
holders of the CIA Certificates will have
voting and certain other rights of a
subordinated class of certificates. The CIA
Certificates together with the Offered
Certificates are referred to herein as the
"Certificates."
The Class A Certificates will represent the
right to receive from the assets of the
Trust allocated to the Class A
Certificateholders' Interest funds up to
(but not in excess of) the amounts required
to make payments of interest on the Class A
Certificates at the Class A Certificate
Rate, and the payment of principal during
the amortization period to the extent of the
Class A Invested Amount (which may be less
than the aggregate unpaid principal amount
of the Class A Certificates, in certain
circumstances).
The Class B Certificates will represent the
right to receive from the assets of the
Trust allocated to the Class B
Certificateholders' Interest funds up to
(but not in excess of) the amounts required
to make payments of interest on the Class B
Certificates at the Class B Certificate
Rate, and the payment of principal during
the amortization period, following the final
principal payment of the Class A Invested
Amount to the holders of the Class A
Certificates, to the extent of the Class B
Invested Amount (which may be less than the
aggregate unpaid principal amount of the
Class B Certificates, in certain
circumstances, if there has been a reduction
of the Class B Invested Amount).
Receivables................. The aggregate amount of Receivables in the
Accounts (including the amount of
Receivables in the additional Accounts added
to the Trust on July 1, 1997 and in certain
additional Accounts designated to be added
to the Trust on August 7, 1997 (the "Closing
Date")), as of the close of business on June
30, 1997, was $22,896,608,903, comprised of
$22,243,943,201 of principal Receivables and
$652,665,702 of finance charge Receivables.
Interest.................... Class A Certificate Rate: One-month LIBOR
plus 0. %.
Class B Certificate Rate: One-month LIBOR
plus 0. %.
Interest Payment Dates...... Interest on the Certificates will be
distributed on the 17th day of each calendar
month or, if such day is not a business day,
on the next succeeding business day (each, a
"Distribution Date"), commencing September
17, 1997, in an amount equal to the product
of (a) the actual number of days in the
period from the preceding Distribution Date
(or in the case of the September 1997
Distribution Date, the Closing Date) through
the day preceding such Distribution Date
divided by 360, (b) the Class A Certificate
Rate or the Class B Certificate Rate, as
applicable, and (c) the outstanding
principal amount of the Class A Certificates
or the outstanding principal amount of the
Class B Certificates, as
3
<PAGE>
applicable, as of the last day of the
preceding calendar month (or, in the case of
the September 1997 Distribution Date, as of
the Closing Date). "LIBOR" means the London
interbank offered quotations for one-month
United States dollar deposits prevailing on
the date that LIBOR is determined. The
Trustee will determine LIBOR on August 5,
1997 for the period from the Closing Date
through August 16, 1997, on August 14, 1997
for the period from August 17, 1997 through
September 16, 1997, and on the second
business day prior to each Distribution Date
thereafter for the period from and including
such Distribution Date through the day
preceding the next succeeding Distribution
Date.
Principal................... The principal of the Class A Certificates and
the Class B Certificates is scheduled to be
paid on the Class A Expected Final Payment
Date and the Class B Expected Final Payment
Date, respectively, but may be paid earlier
or later under certain circumstances.
Class A Expected Final
Payment Date...............
The August 2004 Distribution Date.
Class B Expected Final
Payment Date...............
The August 2004 Distribution Date.
Stated Series Termination The final distribution of principal and
Date........................ interest on the Certificates will be made no
later than the April 2007 Distribution Date
(the "Stated Series Termination Date").
After the Stated Series Termination Date,
the Trust will have no further obligation to
pay principal or interest on the
Certificates.
Subordination of the Class
B Certificates and the CIA
Certificates...............
The Class B Certificateholders' Interest will
be subordinated to the extent necessary to
fund certain payments with respect to the
Class A Certificates. In addition, the CIA
Certificateholders' Interest will be
subordinated to the extent necessary to fund
certain payments with respect to the Class A
Certificates and the Class B Certificates.
If the CIA Invested Amount is reduced to
zero, the Class B Certificateholders will
bear directly the credit and other risks
associated with their undivided interest in
the Trust. To the extent the Class B
Invested Amount is reduced, the percentage
of collections of finance charge Receivables
allocated to the Class B Certificateholders
in subsequent Monthly Periods will be
reduced. Moreover, to the extent the amount
of such reduction in the Class B Invested
Amount is not reimbursed, the amount of
principal distributable to the Class B
Certificateholders will be reduced.
ERISA Considerations........ If certain conditions are satisfied,
including that upon completion of the public
offering thereof interests in the Class A
Certificates are held by 100 or more persons
independent of the Transferor and each
other, the Class A Certificates should
qualify as "publicly- offered securities"
for purposes of the "plan assets regulation"
issued by the Department of Labor. In such
event, the purchase and holding of Class A
Certificates by an employee benefit plan
4
<PAGE>
(or other entity deemed to hold assets of
such a plan) would not cause the assets of
the Trust to be deemed "plan assets" of any
such plan subject to the prohibited
transaction rules of the Employee Retirement
Income Security Act of 1974, as amended and
the Internal Revenue Code of 1986, as
amended. Further information regarding the
status of the Class A Certificates as
publicly offered securities will be provided
in the Prospectus Supplement. Accordingly,
plan investors contemplating the purchase of
Class A Certificates should consult their
counsel and review "ERISA Considerations" in
the Prospectus and "Summary of Terms--ERISA
Considerations" in the Prospectus Supplement
prior to making any purchase of Class A
Certificates.
The Underwriters currently do not expect the
Class B Certificates to qualify as publicly-
offered securities and, accordingly, the
Class B Certificates may not be purchased by
employee benefit plans (or entities deemed
to hold assets of such plans, including
without limitation any insurance company
general account deemed to hold plan assets
by reason of a plan's investment in the
general account).
Certificate Ratings......... It is a condition to the issuance of the
Class A Certificates that they be rated in
the highest rating category by at least one
nationally recognized statistical rating
organization (each such rating organization,
a "Rating Agency").
It is a condition to the issuance of the
Class B Certificates that they receive a
rating of at least "A" or its equivalent by
at least one Rating Agency.
Listing..................... Application will be made to list the Offered
Certificates on the Luxembourg Stock
Exchange.
5
<PAGE>
RECENT DEVELOPMENTS
Pursuant to an Agreement and Plan of Merger dated as of January 19, 1997,
and amended as of April 23, 1997, between First USA, Inc. ("FUSA") and BANC
ONE CORPORATION ("BANC ONE"), FUSA was merged with and into BANC ONE on June
27, 1997 (the "Merger") at which time the separate corporate existence of FUSA
ceased. As a result of the Merger, the Bank is now an indirect wholly-owned
subsidiary of BANC ONE. See "The Bank and BANC ONE CORPORATION" in the
Prospectus.
BANC ONE intends to consolidate the management of its credit card operations
with those of FUSA. BANC ONE may also consolidate the operations of certain
other subsidiaries or divisions of BANC ONE and FUSA, which provide similar
services, although no final determination with respect to such matters has
been made. No decision has been made as to whether receivables in accounts
originated by Bank One, N.A. or Bank One, Arizona, N.A., or any affiliate
thereof (other than the Bank) will be added at any time to the Trust. Any such
addition would be subject to the restrictions on additions of Accounts in the
Pooling and Servicing Agreement. See "Description of the Certificates--
Addition of Accounts" in the Prospectus.
THE BANK'S CREDIT CARD PORTFOLIO
DELINQUENCY AND LOSS EXPERIENCE
The following tables set forth the delinquency and loss experience for each
of the periods shown for the portfolio of VISA and MasterCard credit card
accounts serviced by the Bank (the "Bank Portfolio"). The Bank has changed its
charge-off policy to align it with that of BANC ONE. For the Trust, this
change in charge-off policy will be implemented over the course of a six month
period which began in July 1997 and will end in December 1997. The Bank will
now generally charge-off an account immediately prior to the end of the sixth
billing cycle after having become contractually past due. Its prior policy was
to charge off accounts immediately prior to the end of the seventh billing
cycle after having become contractually past due. Receivables Delinquent 95 or
more days and Net Losses in the Bank Portfolio tables below have been restated
to reflect this change in charge-off policy for each of the periods shown. As
of the close of business on June 30, 1997, the Receivables in the Trust
Portfolio (including the Receivables in the additional Accounts added to the
Trust on July 1, 1997 and certain additional Accounts designated to be added
to the Trust on the Closing Date) represented approximately 93.0% of the Bank
Portfolio. The accounts in the Bank Portfolio that are not included in the
Trust Portfolio are primarily newly originated accounts with lower delinquency
and loss rates than the average accounts in the Trust Portfolio which are
generally more seasoned. Therefore, the actual delinquency and loss experience
with respect to the Receivables in the Trust Portfolio may be different from
that set forth below. There can be no assurance that the delinquency and loss
experience for the Trust Portfolio will be similar to the historical
experience set forth below because, among other things, economic and financial
conditions affecting the ability of cardholders to make payments may be
different from those that have prevailed during the periods reflected in the
tables below.
DELINQUENCY EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF DECEMBER 31, (1)
SIX MONTHS ENDED -----------------------------------------------------------------------
JUNE 30, 1997 1996 1995 1994
----------------------- ----------------------- ----------------------- -----------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL OF TOTAL OF TOTAL
RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receivables
Outstanding(2)......... $24,619,969 100.00% $22,119,202 100.00% $17,411,514 100.00% $10,989,357 100.00%
=========== ====== =========== ====== =========== ====== =========== ======
Receivables Delinquent:
35-64 days............. $ 321,263 1.30% $ 359,275 1.62% $ 219,240 1.26% $ 106,275 0.97%
65-94 days............. 242,393 0.98 250,468 1.13 130,088 0.75 53,691 0.49
95 or more days(3)..... 441,131 1.80 475,115 2.15 231,315 1.32 100,532 0.91
----------- ------ ----------- ------ ----------- ------ ----------- ------
Total................. $ 1,004,787 4.08% $ 1,084,858 4.90% $ 580,643 3.33% $ 260,498 2.37%
=========== ====== =========== ====== =========== ====== =========== ======
</TABLE>
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(1) The information set forth in the table above is stated on a basis
consistent with the Bank's current fiscal year. The Bank changed its
fiscal year end from June 30 to December 31 in connection with the Merger.
(2) The Receivables Outstanding on the accounts consist of all amounts due
from cardholders as posted to the accounts.
(3) The amount of Receivables Delinquent 95 or more days for each of the
periods shown is stated on a basis consistent with the Bank's current
policy of charging off an account immediately prior to the end of the
sixth billing cycle after having become contractually past due. Its prior
policy, which applied during the periods shown above, was to charge off
accounts immediately prior to the end of the seventh billing cycle after
having become contractually past due.
6
<PAGE>
LOSS EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,(1)
ENDED ------------------------------------
JUNE 30, 1997 1996 1995 1994
------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Average Receivables Out-
standing(2)............... $23,003,652 $18,986,458 $13,497,080 $7,680,291
Gross Charge-Offs(3)....... 675,830 895,267 416,406 180,715
Gross Charge-Offs as a
percentage of Average
Receivables
Outstanding(4)............ 5.92% 4.72% 3.09% 2.35%
Recoveries(5).............. 57,916 61,787 23,597 14,688
Net Losses(5).............. 617,914 833,480 392,809 166,027
Net Losses as a percentage
of Average Receivables
Outstanding(4)............ 5.42% 4.39% 2.91% 2.16%
</TABLE>
- --------
(1) The information set forth in the table above is stated on a basis
consistent with the Bank's current fiscal year. The Bank changed its
fiscal year end from June 30 to December 31 in connection with the Merger.
(2) Average Receivables Outstanding is the average daily receivables during
the periods indicated.
(3) Gross Charge-Offs are principal charge-offs before recoveries and do not
include the amount of any reductions in average receivables outstanding
due to fraud, returned goods or customer disputes.
(4) Annualized.
(5) Recoveries are included in the Trust as of July 1, 1996. Net Losses for
each of the periods shown are stated on a basis consistent with the Bank's
current policy of charging off an account immediately prior to the end of
the sixth billing cycle after having become contractually past due. Its
prior policy, which applied during the periods shown above, was to charge
off accounts immediately prior to the end of the seventh billing cycle
after having become contractually past due.
SUMMARY OF MONTHLY PAYMENT RATES
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Bank Portfolio during any month in the periods shown and
the average cardholder monthly payment rates for all months during the periods
shown, in each case calculated as a percentage of total opening monthly
account balances during the periods shown. Payment rates shown in the table
are based on amounts which would be deemed payments of principal Receivables
and finance charge Receivables with respect to the Accounts.
CARDHOLDER MONTHLY PAYMENT RATES
BANK PORTFOLIO
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED -------------------------
JUNE 30, 1997 1996 1995 1994
------------- ------- ------- -------
<S> <C> <C> <C> <C>
Lowest Month........................... 11.73% 10.16% 9.86% 10.46%
Highest Month.......................... 13.51 11.86 11.73 12.14
Monthly Average........................ 12.62 11.18 10.90 11.17
</TABLE>
RECEIVABLE YIELD CONSIDERATIONS
The portfolio yield on the Bank Portfolio for each of the three years
contained in the period ended December 31, 1996 and for the six months ended
June 30, 1997 is set forth in the table on the following page. The portfolio
yields in the table are calculated on an accrual basis. The portfolio yield on
Receivables included in the Trust is calculated on a cash basis. Portfolio
yields calculated on an accrual basis may differ from portfolio yields
calculated on a cash basis due to (a) a lag between when finance charges and
fees are charged to cardholder accounts and when such finance charges and fees
are collected and (b) finance charges and fees that are not ultimately
collected from the cardholder. However, during the three years contained in
the period ended December 31, 1996 and for the six months ended June 30, 1997,
portfolio yield on an accrual basis approximated portfolio yield on a cash
basis. Portfolio yield on both an accrual and a cash basis will also be
affected by numerous factors, including changes in the monthly periodic rates,
variations in the rate of payments and new
7
<PAGE>
borrowings on the Accounts, the amount of the annual membership fees and other
charges, changes in the delinquency and loss rates on the Receivables and the
percentage of cardholders who pay their balances in full each month and do not
incur periodic finance charges, which may in turn be caused by a variety of
factors, including seasonal variations, the availability of other sources of
credit and general economic conditions. Interchange allocated to the Trust
with respect to the Receivables may vary from the amounts included in the
table below because interchange will be included in the Trust on an estimated
basis by initially treating 1.3% of collections on the Receivables, other than
collections with respect to periodic finance charges, annual membership fees
and other charges, as discount Receivables.
PORTFOLIO YIELD
BANK PORTFOLIO
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31,
JUNE 30, ----------------------
1997 1996 1995 1994
---------- ------ ------ ------
<S> <C> <C> <C> <C>
Average account monthly accrued fees and
charges (1)(2)............................. $39.39 $36.82 $32.35 $27.17
Average account balance(3).................. 2,979 2,799 2,580 2,219
Portfolio yield from fees and charges
(1)(4)..................................... 15.87% 15.79% 15.04% 14.69%
</TABLE>
- --------
(1) Fees and charges are comprised of periodic finance charges, interchange,
annual membership fees and other charges.
(2) Average account monthly accrued fees and charges are presented net of
adjustments made pursuant to the Bank's normal servicing procedures,
including removal of incorrect or disputed periodic finance charges, and
include interchange.
(3) Average account balance includes purchases, cash advances and accrued and
unpaid periodic finance charges, annual membership fees and other charges
and is calculated based on the average of the month end balances for
accounts with balances.
(4) Annualized.
The increase in portfolio yield for the years ended December 31, 1995 and
December 31, 1996 and for the six months ended June 30, 1997 reflects changes
in the overall pricing distribution of the Bank Portfolio. The accounts in the
Bank Portfolio that are not included in the Trust Portfolio are primarily
newly originated accounts with a greater proportion of Receivables arising
under accounts generated under this type of solicitation than the average
accounts in the Trust Portfolio, which are more seasoned. Therefore, the
actual portfolio yield with respect to the Receivables in the Trust Portfolio
may be different from that set forth above.
THE RECEIVABLES
The Receivables in the Accounts selected from the Bank Portfolio included
and to be included in the Trust on the basis of criteria set forth in the
Pooling and Servicing Agreement (the "Trust Portfolio") (including the
additional Accounts added to the Trust on July 1, 1997 and certain additional
Accounts designated to be added to the Trust on the Closing Date), as of the
close of business on June 30, 1997, consisted of $22,243,943,201 of principal
Receivables and $652,665,702 of finance charge Receivables. On June 24, 1997
(the "Relevant Cut Off Date"), the Transferor designated additional Accounts,
which included approximately $962,279,212 of principal Receivables as of the
close of business on June 30, 1997, and will transfer the Receivables arising
therein to the Trust on the Closing Date. In addition, on the Closing Date,
the Transferor will deposit $1,840,000 into the finance charge account, which
will be applied as collections of finance charge Receivables received during
the initial monthly period and allocated to Series 1997-5. The additional
Accounts to be added to the Trust on the Closing Date were, as of the Relevant
Cut Off Date, Eligible Accounts. The Accounts, including such additional
Accounts, had an average principal Receivable balance of $2,086 (including
accounts with a zero balance) and an average credit limit of $8,688. The
percentage of the aggregate total Receivable balance to the aggregate total
credit limit was 24.7%.
As of June 30, 1997, cardholders whose Accounts are included in the Trust
Portfolio, including such additional Accounts, had billing addresses in 50
states, the District of Columbia and other United States
8
<PAGE>
territories and possessions. As of June 30, 1997, 72% of the Accounts,
including such additional Accounts, were premium accounts and 28% were
standard accounts, and the aggregate principal Receivable balances of premium
accounts and standard accounts, as a percentage of the aggregate total
principal Receivables, were 81% and 19%, respectively.
The following tables summarize the Trust Portfolio (including the additional
Accounts added to the Trust on July 1, 1997 and certain additional Accounts
designated to be added to the Trust on the Closing Date) by various criteria
as of the close of business on June 30, 1997. Because the future composition
of the Trust Portfolio may change over time, these tables are not necessarily
indicative of the composition of the Trust Portfolio at any subsequent time.
COMPOSITION BY ACCOUNT BALANCE
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
ACCOUNT NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
BALANCE RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
------------- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Credit Balance.......... 152,895 1.4% $ (33,295,408) (0.1)%
No Balance.............. 3,180,891 29.8 -- --
$0.01 to $2,000.00...... 3,600,491 33.8 2,445,553,251 10.7
$2,000.01 to $5,000.00.. 2,057,703 19.3 7,290,081,829 31.8
$5,000.01 to $10,000.00. 1,404,211 13.2 9,717,560,130 42.4
$10,000.01 or More...... 268,937 2.5 3,476,709,101 15.2
---------- ----- --------------- -----
TOTAL............... 10,665,128 100.0% $22,896,608,903 100.0%
========== ===== =============== =====
</TABLE>
COMPOSITION BY CREDIT LIMIT
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
CREDIT NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
LIMIT RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----------- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
$0.00 to $2,000.00....... 637,586 6.0% $ 460,714,236 2.0%
$2,000.01 to $5,000.00... 2,440,036 22.9 4,414,092,426 19.3
$5,000.01 to $10,000.00.. 4,226,742 39.6 9,548,680,588 41.7
$10,000.01 or More....... 3,360,764 31.5 8,473,121,653 37.0
---------- ----- --------------- -----
TOTAL................ 10,665,128 100.0% $22,896,608,903 100.0%
========== ===== =============== =====
</TABLE>
9
<PAGE>
COMPOSITION BY PERIOD OF DELINQUENCY
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
PERIOD OF DELINQUENCY OF TOTAL PERCENTAGE OF
(DAYS CONTRACTUALLY NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
DELINQUENT) ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
--------------------- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Not Delinquent........... 10,123,109 94.9% $20,549,543,419 89.7%
Up to 34 Days............ 320,902 3.0 1,275,226,985 5.6
35 to 64 Days............ 70,229 0.7 310,975,702 1.4
65 to 94 Days............ 42,495 0.4 204,382,701 0.9
95 or More Days (1)...... 108,393 1.0 556,480,096 2.4
---------- ----- --------------- -----
TOTAL................ 10,665,128 100.0% $22,896,608,903 100.0%
========== ===== =============== =====
</TABLE>
- --------
(1) A change in the Bank's charge-off policy, which is being implemented over
a six month period beginning in July 1997, will result in a decrease in
the number of accounts and amount of receivables delinquent 95 or more
days but will also result in an increase in Default Amounts during such
period.
COMPOSITION OF ACCOUNTS BY AGE
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
AGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
--- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Less than or equal to 6
Months.................. 1,141,402 10.7% $ 3,172,994,647 13.9%
Over 6 Months to 12
Months.................. 1,489,555 14.0 3,456,435,615 15.1
Over 12 Months to 24
Months.................. 2,637,089 24.7 6,006,114,561 26.2
Over 24 Months to 36
Months.................. 2,304,720 21.6 4,922,123,181 21.5
Over 36 Months to 48
Months.................. 1,359,997 12.8 2,429,141,688 10.6
Over 48 Months to 60
Months.................. 678,617 6.4 1,052,865,172 4.6
Over 60 Months........... 1,053,748 9.8 1,856,934,039 8.1
---------- ----- --------------- -----
TOTAL................ 10,665,128 100.0% $22,896,608,903 100.0%
========== ===== =============== =====
</TABLE>
COMPOSITION BY GEOGRAPHIC DISTRIBUTION
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----- --------- ---------- ------------- ---------------
<S> <C> <C> <C> <C>
Alabama...................... 104,945 1.0% $ 243,140,294 1.1%
Alaska....................... 26,230 0.2 73,539,462 0.3
Arizona...................... 183,963 1.7 408,602,476 1.8
Arkansas..................... 87,932 0.8 175,345,716 0.8
California................... 1,323,309 12.4 3,252,830,926 14.2
Colorado..................... 176,042 1.7 386,626,411 1.7
Connecticut.................. 161,873 1.5 344,179,230 1.5
Delaware..................... 26,045 0.2 56,080,400 0.2
District of Columbia......... 21,629 0.2 52,117,780 0.2
Florida...................... 703,285 6.6 1,532,462,776 6.7
Georgia...................... 238,239 2.2 566,882,030 2.5
Hawaii....................... 48,987 0.5 122,241,237 0.5
Idaho........................ 45,516 0.4 99,510,678 0.4
Illinois..................... 511,577 4.8 996,418,995 4.4
Indiana...................... 114,022 1.1 240,695,871 1.1
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Iowa..................... 11,086 0.1% $ 21,012,739 0.1%
Kansas................... 100,273 0.9 209,719,573 0.9
Kentucky................. 107,417 1.0 206,585,127 0.9
Louisiana................ 236,059 2.2 440,565,877 1.9
Maine.................... 41,044 0.4 84,000,674 0.4
Maryland................. 259,830 2.4 591,924,796 2.6
Massachusetts............ 348,780 3.3 665,434,487 2.9
Michigan................. 359,899 3.4 765,803,388 3.3
Minnesota................ 108,405 1.0 209,174,775 0.9
Mississippi.............. 67,642 0.6 144,710,704 0.6
Missouri................. 183,656 1.7 373,497,924 1.6
Montana.................. 39,453 0.4 81,535,691 0.4
Nebraska................. 67,853 0.6 115,701,214 0.5
Nevada................... 86,382 0.8 210,060,118 0.9
New Hampshire............ 54,509 0.5 107,465,660 0.5
New Jersey............... 441,133 4.1 861,990,410 3.8
New Mexico............... 71,068 0.7 146,004,803 0.6
New York................. 801,847 7.5 1,723,693,015 7.5
North Carolina........... 199,821 1.9 446,907,481 2.0
North Dakota............. 21,727 0.2 37,790,237 0.2
Ohio..................... 405,834 3.8 818,941,162 3.6
Oklahoma................. 184,506 1.7 360,808,007 1.6
Oregon................... 149,253 1.4 329,523,909 1.4
Pennsylvania............. 455,487 4.3 797,016,401 3.5
Rhode Island............. 46,659 0.4 90,236,697 0.4
South Carolina........... 100,498 0.9 211,929,818 0.9
South Dakota............. 23,756 0.2 46,552,794 0.2
Tennessee................ 91,737 0.9 204,633,583 0.9
Texas.................... 1,070,624 10.0 2,338,210,234 10.2
Utah..................... 70,103 0.7 138,301,435 0.6
Vermont.................. 23,379 0.2 44,209,632 0.2
Virginia................. 280,893 2.6 649,267,211 2.8
Washington............... 251,067 2.4 614,356,449 2.7
West Virginia............ 54,092 0.5 112,683,067 0.5
Wisconsin................ 23,977 0.2 43,531,163 0.2
Wyoming.................. 20,139 0.2 40,663,727 0.2
Other U.S. territories
and possessions......... 31,646 0.6 61,490,639 0.2
---------- ----- --------------- -----
TOTAL................ 10,665,128 100.0% $22,896,608,903 100.0%
========== ===== =============== =====
</TABLE>
Since the largest number of cardholders (based on billing addresses) whose
accounts were included in the Trust as of June 30, 1997 were in California,
Texas, New York, Florida and Illinois, adverse changes in the economic
conditions in these areas could have a direct impact on the timing and amount
of payments on the Certificates.
11
