<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 June 30, 1997
[_] 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 33-99362
_______________
FIRST USA BANK
(Exact name of registrant as specified in charter)
(As Servicer on behalf of First USA Credit Card Master Trust)
DELAWARE 76-0039224
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 NORTH WALNUT STREET 19801
WILMINGTON, DELAWARE (ZIP CODE)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (302) 594-4117
Securities registered to Section 12(g) of the Act: NONE
Securities registered pursuant to Section 12(b) of the Act:
Series 1992-1, 5.20% Class A Asset Backed Certificates and 5.80% Class B Asset
Backed Certificates
Series 1993-1, Floating Rate Asset Backed Certificates
Series 1993-2, Floating Rate Asset Backed Certificates.
Series 1993-3, Floating Rate Asset Backed Certificates
Series 1994-3, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1994-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1994-5, Class A Floating Rate Asset Backed Certificates and Class B
Floating Asset Backed Certificates
Series 1994-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1994-7, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1994-8, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-1, Class A Floating Rate Asset Backed Certificates
Series 1995-2, Class A Floating Rate Asset Backed Certificates
Series 1995-3, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-5, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-1, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-2, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-8, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-1, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-2, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-3, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
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 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 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 amendment to this
Form 10-K. [_]
Not Applicable.
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
Not Applicable.
Indicate the number shares outstanding of each of the Registrant's class of
common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
================================================================================
<PAGE>
FIRST USA BANK
FIRST USA CREDIT CARD MASTER TRUST
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ITEM 1. Business.......................................................... 5
ITEM 2. Properties........................................................ 5
ITEM 3. Legal Proceedings................................................. 8
ITEM 4. Submission of Matters to a Vote of Security Holders............... 9
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters.............................................. 10
ITEM 6. Selected Financial Data........................................... 12
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 12
ITEM 8. Financial Statements and Supplementary Data....................... 12
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure......................................... 12
PART III
ITEM 10. Directors and Executive Officers of the Registrant................ 13
ITEM 11. Executive Compensation............................................ 13
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management................................................... 13
ITEM 13. Certain Relationships and Related Transactions.................... 34
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 10-K..................................................... 35
SIGNATURES
Signatures ................................................................ 36
</TABLE>
2
<PAGE>
INTRODUCTORY NOTE
-----------------
First USA Bank (the "Bank") is the transferor and servicer (in such capacities,
the "Transferor" and the "Servicer") under the Pooling and Servicing Agreement
(the "Agreement"), dated as of September 1, 1992, and the following series
supplements (the "Supplements"):
<TABLE>
<CAPTION>
SUPPLEMENT DATED AS OF
---------- --------------------
<S> <C>
1992-1 September 1, 1992
1993-1 May 1, 1993
1993-2 October 1, 1993
1993-3 October 1, 1993
1994-3 June 1, 1994
1994-4 June 1, 1994
1994-5 July 30, 1994
1994-6 July 30, 1994
1994-7 November 8, 1994
1994-8 November 8, 1994
1995-1 March 1, 1995
1995-2 March 1, 1995
1995-3 May 16, 1995
1995-4 September 14, 1995
1995-5 September 14, 1995
1995-6 December 7, 1995
1996-1 March 6, 1996
1996-2 June 4, 1996
1996-4 August 6, 1996
1996-6 November 13, 1996
1996-8 December 11, 1996
1997-1 February 4, 1997
1997-2 May 8, 1997
1997-3 June 10, 1997
1997-4 June 10, 1997
</TABLE>
The Agreement and Supplements are by and between the Bank and The Bank of New
York (Delaware) as trustee ("the Trustee"), providing for the issuance of First
USA Credit Card Master Trust Asset Backed Certificates (the "Certificates").
The Bank is the originator of the First USA Credit Card Master Trust (the
"Registrant"). The Certificates do not represent obligations of or interests in
the Bank. Lomas Bank USA, the predecessor of the Bank, applied for an exemption
from certain reporting requirements pursuant to Section 12(h) of the Securities
and Exchange Act of 1934. The Securities and Exchange Commission granted Lomas
Bank USA an exemption from certain reporting requirements pursuant to an Order
of the Securities and Exchange Commission dated March 28, 1989. The Bank is
relying on such order in not responding to various items of Form 10-K. Such
items are designated herein as "Not Applicable."
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.
In connection with the Merger, the Bank changed its fiscal year from June 30 to
December 31 to align its fiscal year with that of BANC ONE. Accordingly, the
Bank, on behalf of the First USA Credit Card Master Trust, also will file a Form
10-K with respect to the December 31, 1997 fiscal year, which will restate
certain of the information contained herein.
3
<PAGE>
In addition, in connection with the Merger, the Bank changed its charge-off
policy to align it with that of BANC ONE. 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 unless a payment has been received in an
amount sufficient to bring the account into a different delinquency category or
to bring the account current. The Bank's prior policy was generally to charge
off an account immediately prior to the end of the seventh billing cycle after
having become contractually past due. 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. Charge-offs may occur earlier in some
circumstances, as in the case of bankrupt cardholders.
In addition to the issuance of the Certificates described in the preceding
paragraph, the First USA Credit Card Master Trust has issued the following
interests in the Trust:
. Asset Backed Variable Funding Certificate issued pursuant to the Agreement
and the Series 1994-1 Supplement dated as of April 5, 1994 as amended from
time to time.
. Asset Backed Variable Funding Certificate issued pursuant to the Agreement
and the Series 1994-2 Supplement dated as of April 14, 1994 as amended from
time to time.
. Class B Floating Rate Asset Backed Certificates, Series 1995-1, issued
pursuant to the Agreement and the Series 1995-1 Supplement dated as of
March 1, 1995.
. Class B Floating Rate Asset Backed Certificates, Series 1995-2, issued
pursuant to the Agreement and the Series 1995-2 Supplement dated as of
March 1, 1995.
. Floating Rate Asset Backed Certificates, Series 1996-E1, issued pursuant to
the Agreement and the Series 1996-E1 Supplement dated May 2, 1996.
. Class A Floating Rate Asset Backed Certificates and Class B Floating Rate
Asset Backed Certificates issued pursuant to the Agreement and the Series
1996-3 Supplement dated as of June 6, 1996.
. Class A Floating Rate Asset Backed Certificates and Class B Floating Rate
Asset Backed Certificates issued pursuant to the Agreement and the Series
1996-7 Supplement dated as of December 11, 1996.
. Collateral Invested Amounts and CIA Certificates which represent credit
enhancement to certain series and were issued pursuant to the Agreement and
the related series Supplements.
4
<PAGE>
PART I
ITEM 1. BUSINESS
Not applicable
ITEM 2. PROPERTIES
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 First USA Bank (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), all amounts received by the Transferor or the
Servicer with respect to Receivables in accounts which are written off as
uncollectible ("Recoveries) and any Enhancement issued with respect to any
undivided ownership interest in the assets of the Trust issued from time to time
in one or more Series ("Series"). The term "Enhancement" means, with respect
to any Series, any letter of credit, cash collateral account, cash collateral
guaranty, collateral invested amount, guaranteed rate agreement, maturity
guaranty facility, tax protection agreement, interest rate swap or other
contract or agreement for the benefit of certificateholders of such Series.
The Transferor originally conveyed to the Trust all Receivables existing under
certain Accounts that were selected by the Transferor from the portfolio of VISA
and MasterCard accounts owned by the Transferor (the "Bank Portfolio"), based on
criteria provided in the Pooling and Servicing Agreement as applied on August
21, 1992 (the "Cut Off Date"). Since the Cut Off Date, the Transferor has
transferred to the Trust the Receivables in certain Additional Accounts in
accordance with the provisions of the Pooling and Servicing Agreement. The
Transferor expects from time to time (subject to certain limitations and
conditions), and in certain circumstances will be obligated, to designate
Additional Accounts the Receivables in which will be included in the Trust. The
Transferor will transfer to the Trust all Receivables in such Additional
Accounts, whether such Receivables are then existing or thereafter created. The
addition to the Trust of Receivables in Additional Accounts will be subject to
certain conditions including, among others, that (a) the Transferor will have
received notice from the applicable rating agencies that the inclusion of such
accounts as Additional Accounts will not result in the reduction or withdrawal
by such Rating Agency of its then existing rating of any class of certificates
of any Series then outstanding, (b) each such Additional Account must be an
eligible account at the time of its designation for inclusion in the Trust and
(c) no selection procedure believed by the Transferor to be materially adverse
to the interests of the holders of any Series of certificates will have been
used in selecting such Additional Accounts.
The Receivables conveyed to the Trust arise in Accounts selected from the Bank
Portfolio on the basis of criteria set forth in the Pooling and Servicing
Agreement (The "Trust Portfolio"). The Receivables in the Trust Portfolio, as
of the close of business on June 30, 1997, (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), consisted of $22,243,943,201 of
Principal Receivables and $652,665,702 of Finance Charge Receivables. As of
June 30, 1997, Cardholders whose Accounts are included in the Trust Portfolio,
including Additional Accounts, had billing addresses in 50 states, the District
of Columbia and other United States territories and possessions.
________________________
/*/ VISA(R) and MasterCard(R) and are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
5
<PAGE>
The following tables summarize the Trust Portfolio by various criteria as of the
close of business on June 30, 1997 (including the Additional Accounts added to
the Trust on July 1, 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>
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....................................... 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. See
"The Bank's Credit Card Portfolio--Delinquency and Loss Experience" herein.
6
<PAGE>
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
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
</TABLE>
7
<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>
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.
The aggregate amount of Receivables written off during the reporting period was
$1,037,388,758 and represented approximately 5.59% of the average Receivables
balance outstanding during such period. The investor percentage of Principal
Receivables written off (the "Investor Default Amount") during the reporting
period was $866,866,909. The annualized Investor Default Amount as a percentage
of the average invested amount outstanding as of June 30, 1997 and for the year
then ended, was approximately 5.14%.
ITEM 3. LEGAL PROCEEDINGS
The Bank was named a defendant in a class action lawsuit filed on May 26, 1995,
in the District Court of Willacy County, Texas by a former cardmember of the
Bank. In this action, the plaintiff contends that he and all others similarly
situated are entitled to statutory penalties for alleged violations by the Bank
of the Texas Debt Collection Act and the Texas Deceptive Trade Practices Act.
Similar class action lawsuits have been filed in Texas against other banks and
entities. The Bank believes that plaintiff's claim under these statutes is not
valid. The Bank removed the case to the United States District Court for the
Southern District of Texas, Brownsville Division. On April 8, 1996, the United
States District Court for the Southern District of Texas, Brownsville Division
granted the Bank's motion for summary judgment and dismissed the plaintiff's
claim. The plaintiff has appealed the judgment and the Bank intends to
vigorously defend against all claims arising under such appeal. While it is
impossible to predict the
8
<PAGE>
outcome of such lawsuit, the Bank believes that any liability arising from such
lawsuit will not have a material adverse effect on the transferor's business or
on the Receivables in the Trust.
The Bank was named a defendant in a class action lawsuit filed on December 19,
1995, in the United States District Court for the Northern District of
California by a former cardmember of the Bank. In this action, the plaintiff
contends that she and all others similarly situated are entitled to equitable
relief and compensatory and statutory damages for alleged violations by the Bank
of the Federal Truth-in-Lending Act, the California unfair business practices
statutes, breach of contract, negligent misrepresentation and fraud and deceit.
The Bank believes that the plaintiff's claims are not valid and has answered the
plaintiff's complaint, denying all liability. On June 21, 1996, the District
Court denied the Bank's motion to dismiss the case and plaintiff's motion for a
preliminary injunction. A tentative settlement with the plaintiff class has
been reached. The settlement must be approved by the U.S. District Court after
notice has been sent to class members and they have had an opportunity to be
heard. The hearing has been set for October 17, 1997. While it is impossible
to predict the outcome of this matter, the Bank believes that any liability
arising from this matter will not have a material adverse effect on the
Transferor's business or on the Receivables in the Trust.
The Bank also was named a defendant in a class action lawsuit filed on or about
September 8, 1997, in the Circuit Court of Multnomah County, Oregon by a
cardmember of the Bank. In this action, plaintiff contends that she and others
similarly situated are entitled to equitable relief for alleged violations of
the Delaware Consumer Fraud Act, breach of contract, breach of the covenant of
good faith and fraud. The Bank believes that plaintiff's claims are without
merit and intends to vigorously defend against all claims. While it is
impossible to predict the outcome of this matter, the Bank believes that any
liability arising from this matter will not have a material adverse effect on
the Transferor's business or on the Receivables in the Trust.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
9
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of June 30, 1997, the number of holders of record identified by the
Depository Trust Company for the respective Series is as follows:
<TABLE>
<CAPTION>
INVESTOR CERTIFICATE DESCRIPTION RECORD HOLDERS
- -------------------------------------------------------------------------------
<S> <C>
Series 1993-1 15
Series 1993-3 12
Series 1994-3 Class A 14
Series 1994-3 Class B 6
Series 1994-4 Class A 29
Series 1994-4 Class B 4
Series 1994-5 Class A 17
Series 1994-5 Class B 6
Series 1994-6 Class A 25
Series 1994-6 Class B 5
Series 1994-7 Class A 16
Series 1994-7 Class B 5
Series 1994-8 Class A 12
Series 1994-8 Class B 3
Series 1995-1 Class A 15
Series 1995-2 Class A 21
Series 1995-3 Class A 1
Series 1995-3 Class B 1
Series 1995-4 Class A 13
Series 1995-4 Class B 2
Series 1995-5 Class A 16
Series 1995-5 Class B 2
Series 1995-6 Class A 3
Series 1995-6 Class B 5
Series 1996-1 Class A 13
Series 1996-1 Class B 10
Series 1996-2 Class A 19
Series 1996-2 Class B 2
Series 1996-4 Class A 11
Series 1996-4 Class B 4
Series 1996-6 Class A 12
Series 1996-6 Class B 6
Series 1996-8 Class A 17
Series 1996-8 Class B 4
</TABLE>
10
<PAGE>
<TABLE>
INVESTOR CERTIFICATE DESCRIPTION RECORD HOLDERS
- -------------------------------------------------------------------------------
<S> <C>
Series 1997-1 Class A 34
Series 1997-1 Class B 6
Series 1997-2 Class A 11
Series 1997-2 Class B 6
Series 1997-3 Class A 10
Series 1997-3 Class B 2
Series 1997-4 Class A 23
Series 1997-4 Class B 3
</TABLE>
11
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
Not applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable
12
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable
ITEM 11. EXECUTIVE COMPENSATION
Not applicable
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth certain information believed by the Registrant to be
accurate based on information provided to it concerning the beneficial ownership
of investor certificates. Number of certificates identifies the number of
$1,000 minimum denomination certificates beneficially owned by each such
investor.
Beneficial owners of more than 5% of the SERIES 1993-1 investor certificates as
of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank, N.A. (The)
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 177,970 35.59
Chase Manhattan Bank/Chemical Bank
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 40,000 8.00
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 32,130 6.43
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 66,650 13.33
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 103,750 20.75
</TABLE>
_________________
13
<PAGE>
Beneficial owners of more than 5% of the SERIES 1993-3 investor certificates as
of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Bank of New York (The)
925 Patterson Plank Road
Secaucus, New Jersey 07094 266,740 35.57
Chase Manhattan Bank, N.A. (The)
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 238,555 31.81
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 41,000 5.47
SSB - Custodian
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NJ 11717 79,340 10.58
</TABLE>
___________________
Beneficial owners of more than 5% of the SERIES 1994-3 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Chase Manhattan Bank, N.A. (The)
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 309,820 58.20
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 97,270 18.27
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 67,213 12.63
CLASS B
- -------
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 10,000 28.86
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 4,000 11.54
Bank of New York (The)/
Barclays De Zoete Wedd Securities
One Wall Street, 4th Floor
New York, NY 10286 3,650 10.53
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 5,000 14.43
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 10,000 28.86
Fleet Bank of Massachusetts, N.A.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 2,000 5.77
</TABLE>
________________
Beneficial owners of more than 5% of the SERIES 1994-4 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Chase Manhattan Bank/Chemical Bank
Auto Settle Department
4 New York Plaza, 4th Floor
New York, New York 10004 75,300 10.37
Boston Safe Deposit & Trust Co.
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 120,105 16.53
Bankers Trust Company/
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006 75,000 10.32
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 47,000 6.47
Northern Trust Co.
801 S. Canal C-In
Chicago, IL 60607 53,000 7.30
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 76,790 10.57
Bank Of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 131,800 18.14
CLASS B
- -------
First National Bank of Boston (The)
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 15,000 26.53
Boston Safe Deposit & Trust Co.
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh PA 15259 10,000 17.68
Bankers Trust Co./Investment A/C
16 Wall Street, 5th Floor
New York, NY 10005 9,950 17.60
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 21,600 38.20
</TABLE>
_______________________
Beneficial owners of more than 5% of the SERIES 1994-5 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 183,975 36.80
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 76,600 15.32
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 100,000 20.00
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 71,625 14.33
CLASS B
- -------
Bank of New York (The)/
Barclays De Zoete Wedd Securities
One Wall Street, 4th Floor
New York, NY 10286 3,000 7.66
Chase Manhattan Bank/
Broker & Dealer Clearance Deptartment
4 New York Plaza, 21st Floor
New York, NY 10015 4,000 10.21
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 8,200 20.94
Investors Bank & Trust/M.F. Custody
89 South Street, 6th Floor
Corp Action Department
Boston, MA 02111 13,000 33.20
Prudential Securities Incorporated
111 8th Avenue, 4th Floor
New York, NY 10011 10,660 27.22
</TABLE>
__________________
17
<PAGE>
Beneficial owners of more than 5% of the SERIES 1994-6 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
PNC National Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103 287,875 38.38
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, New York 10004 73,000 9.73
Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 63,000 8.40
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 85,800 11.44
CLASS B
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 8,300 14.22
Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 6,480 11.10
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 23,300 39.91
PNC National Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103 18,300 31.35
</TABLE>
__________________
18
<PAGE>
Beneficial owners of more than 5% of the SERIES 1994-7 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Bank of New York (The)
925 Patterson Plank Road
Secaucus, New Jersey 07094 397,150 52.95
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 201,350 26.85
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 76,200 10.16
CLASS B
- -------
Fuji Bank & Trust Company
2 World Trade Center, 81st Floor
New York, NY 10048 25,000 42.56
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 5,000 8.51
Bankers Trust Company
c/o BT Services Tennessee Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 18,735 31.90
Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street, 1130
Chicago, IL 60690 5,000 8.51
PNC National Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103 5,000 8.51
</TABLE>
____________________
19
<PAGE>
Beneficial owners of more than 5% of the SERIES 1994-8 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 234,200 46.84
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 82,000 16.40
Fuji Bank & Trust Company
2 World Trade Center, 81st Floor
New York, NY 10048 35,000 7.00
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 60,500 12.10
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 26,920 5.38
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 25,000 5.00
CLASS B
- -------
First National Bank of Boston (The)
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 19,657 50.20
PNC National Association
1835 Market Street
11 Penn Corner, 15th Floor
Philadelphia, PA 19103 18,000 45.97
</TABLE>
_________________
20
<PAGE>
Beneficial owners of more than 5% of the SERIES 1995-1 CLASS A investor
certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 374,325 37.43
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 283,495 28.35
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 149,000 14.90
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 90,000 9.00
</TABLE>
______________
Beneficial owners of more than 5% of the SERIES 1995-2 CLASS A investor
certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 55,100 8.35
Chase Manhattan Bank
2 Chase Manhattan Plaza, 5th Floor
New York, NY 10081 122,530 18.57
Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street, 1130
Chicago, IL 60690 50,000 7.58
Boston Safe Deposit & Trust Co.
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 93,500 14.17
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Dai-Ichi Kangyo Bank Limited (The)
New York Branch
1 World Trade Center, Suite 4911
New York, NY 10048 42,000 6.36
Fuji Bank & Trust
2 World Trade Center, 81st Floor
New York, New York 10048 40,000 6.06
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 80,630 12.22
Bankers Trust Company
c/o BT Services Tennessee Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 86,000 13.03
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 33,500 5.08
</TABLE>
______________
Beneficial owners of more than 5% of the SERIES 1995-3 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 830,000 100.00
CLASS B
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081 65,000 100.00
</TABLE>
______________
22
<PAGE>
Beneficial owners of more than 5% of the SERIES 1995-4 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081 166,000 22.13
Bank of New York (The)
925 Patterson Plank Rd.
Secaucus, New Jersey 07094 176,000 23.47
Northern Trust Co. - Trust
801 S. Canal C-In
Chicago, IL 60607 102,000 13.60
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 170,500 22.73
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 40,000 5.33
CitiCorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 61,000 8.13
CLASS B
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081 44,770 66.06
Bankers Trust Co./Investment A/C
16 Wall Street, 5th Floor
New York, NY 10005 23,000 33.94
</TABLE>
____________
23
<PAGE>
Beneficial owners of more than 5% of the SERIES 1995-5 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
<S> <C> <C>
SSB - Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 136,000 27.20
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 58,760 11.75
Bank of New York (The)
925 Patterson Plank Road
Secaucus, New Jersey 07094 161,000 32.20
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 27,900 5.58
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 25,000 5.00
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 33,000 6.60
CLASS B
- -------
NBD Bank Municipal Bond Department
Attention Securities Department
611 Woodward Avenue
Detroit, MI 48226 35,000 77.47
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081 10,180 22.53
</TABLE>
______________
24
<PAGE>
Beneficial owners of more than 5% of the SERIES 1995-6 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 992,000 79.68
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081 252,000 20.24
CLASS B
- -------
Swiss American Securities, Inc.
100 Wall Street
New York, NY 10005 33,000 29.33
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 46,000 40.89
NBD Bank Municipal Bond Department
Attention Securities Department
611 Woodward Avenue
Detroit, MI 48226 25,000 22.22
</TABLE>
_____________
Beneficial owners of more than 5% of the SERIES 1996-1 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Bank of New York (The)
925 Patterson Plank Road
Secaucus, New Jersey 07094 230,215 30.70
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 64,775 8.63
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 263,470 35.13
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 102,000 13.60
CLASS B
- -------
Bankers Trust Company/
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006 25,000 36.89
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 20,000 29.51
Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street, 1130
Chicago, IL 60690 5,000 7.38
PNC National Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103 5,000 7.38
</TABLE>
___________
Beneficial owners of more than 5% of the SERIES 1996-2 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 105,000 17.50
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 365,570 60.93
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS B
- -------
Bankers Trust Company/
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006 25,000 46.04
Boston Safe Deposit & Trust Co.
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 29,300 53.96
</TABLE>
___________________
Beneficial owners of more than 5% of the SERIES 1996-4 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 55,000 11.00
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 120,100 24.02
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 46,600 9.32
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 25,000 5.00
Dai-Ichi Kangyo Bank Limited (The)
New York Branch
1 World Trade Center, Suite 4911
New York, NY 10048 50,000 10.00
Goldman, Sachs & Company
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 36,000 7.20
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street, 1130
Chicago, IL 60690 69,300 13.86
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 75,000 15.00
CLASS B
- -------
Boston Safe Deposit & Trust Co.
c/o Mellon Bank. N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 16,050 35.52
Morgan (J.P.) Securities Inc., Asset Backed
60 Wall Street, 6th Floor
New York, NY 10260-0060 13,680 30.28
PNC National Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103 13,250 29.33
</TABLE>
_________________________
Beneficial owners of more than 5% of the SERIES 1996-6 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
CLASS A
- -------
<S> <C> <C>
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 145,500 16.87
Bankers Trust Company
c/o BT Services Tennessee Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 50,000 5.80
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 401,150 46.50
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 45,000 5.21
PNC National Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103 130,000 15.07
CLASS B
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 20,000 25.64
Goldman, Sachs & Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 15,000 19.23
NBD Bank Municipal Bond Department
Attention Securities Department
611 Woodward Avenue
Detroit, MI 48226 5,000 6.41
Nomura International Trust Company
Incorporated
10 Exchange Place
Jersey City, NJ 07302 13,800 17.69
Swiss American Securities, Inc.
100 Wall Street
New York, NY 10005 23,000 29.49
</TABLE>
_________________________
Beneficial owners of more than 5% of the SERIES 1996-8 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
CLASS A
- -------
<S> <C> <C>
Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094 25,000 6.25
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 132,500 33.13
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 85,500 21.38
Dresdner Securities (USA) Inc.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 26,000 6.50
French American Banking Corporation
200 Liberty, 20th Floor
New York, NY 10281 41,000 10.25
CLASS B
- -------
Bank of New York (The)
925 Patterson Plank Rd.
Secaucus, NJ 07094 20,400 56.35
Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 4,800 13.26
Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005 6,000 16.57
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 5,000 13.81
</TABLE>
Beneficial owners of more than 5% of the SERIES 1997-1 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 50,000 6.67
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 369,485 49.26
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 145,000 19.33
CLASS B
- -------
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 36,670 54.11
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 5,000 7.37
Goldman, Sachs & Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 10,500 15.49
Nomura International Trust Company
Incorporated
10 Exchange Place
Jersey City, NJ 07302 14,530 21.44
</TABLE>
_________________
Beneficial owners of more than 5% of the SERIES 1997-2 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Bankers Trust Company
c/o BT Services Tennessee Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 35,000 7.00
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 75,000 15.00
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 117,000 23.40
Citicorp Services Inc.
P.O. Box 30576
Tampa, FL 33630-3576 147,000 29.40
Investors Bank & Trust/M.F. Custody
89 South Street, 6th Floor
Corp. Action Department
Boston, MA 02111 40,000 8.00
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 25,000 5.00
CLASS B
- -------
Bear Stearns Securities Corp.
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201 38,180 84.51
Nomura International Trust Company
Incorporated
10 Exchange Place
Jersey City, NJ 07302 4,000 8.85
</TABLE>
_________________
Beneficial owners of more than 5% of the SERIES 1997-3 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
CLASS A
- -------
Bear Stearns Securities Corp.
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201 27,500 5.50
Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005 53,500 10.70
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 95,000 19.00
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
SSB-Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 261,856 52.37
CLASS B
- -------
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 40,180 88.93
Morgan (J.P.) Securities Inc., Asset Backed
60 Wall Street, 6th Floor
New York, NY 10260-0060 5,000 11.07
</TABLE>
_________________
Beneficial owners of more than 5% of the SERIES 1997-4 CLASS A AND CLASS B
investor certificates as of June 30, 1997, are as follows:
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Bankers Trust Company
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211 45,300 9.06
Brown Brothers Harriman & Co.
63 Wall Strteet, 8th Floor
New York, NY 10005 30,000 6.00
Bankers Trust Company/
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006 25,500 5.10
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 34,400 6.88
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004 80,000 16.00
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
<S> <C> <C>
LBI-Lehman Government Securities, Inc.
(LBI)
200 Vesey Street
New York, NY 10285 38,500 7.70
PNC National Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103 161,400 32.28
SSB-Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 27,200 5.44
CLASS B
- -------
Bankers Trust Company/
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006 20,000 44.27
Chase Manhattan Bank
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081 20,180 44.67
Citicorp Services Inc.
P.O. Box 30576
Tampa, FL 33630-3576 5,000 11.07
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
34
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 10-K
(a) The following documents are filed as part of this Report:
3. Exhibits:
99.00 Report of Management on Credit Card Trust Internal Control
Policies and Procedures and Pooling and Servicing
Agreement Compliance.
99.01 Annual Accountants' Reports dated September 12, 1997.
99.02 Annual Accountants' Report on Applying Agreed-Upon
Procedures pursuant to Section 3.06(b) of the First USA
Credit Card Master Trust Pooling and Servicing Agreement.
(b) Not applicable
(c) See item 14(a)3 above
(d) Not applicable
35
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST USA BANK,
As Servicer
By: /s/ Randy Christofferson
------------------------
Randy Christofferson
President
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
registrant and in the capacities indicated on September 30, 1997.
Signature Title
--------- -----
/s/ Richard W. Vague Chairman of Board and Chief Executive Officer
--------------------
Richard W. Vague (Principal Executive Officer)
/s/ Randy Christofferson President and Director
------------------------
Randy Christofferson
/s/ George P. Hubley Executive Vice President, Chief Financial
--------------------
George P. Hubley Officer and Director
/s/ Gary J. Marino Executive Vice President and Director
------------------
Gary J. Marino
/s/ Pamela H. Patsley Director
---------------------
Pamela H. Patsley
36
<PAGE>
EXHIBIT 99.00
REPORT OF MANAGEMENT ON CREDIT CARD TRUST INTERNAL CONTROL
POLICIES AND PROCEDURES AND POOLING AND SERVICING
AGREEMENT COMPLIANCE
Internal Control Policies and Procedures
- ----------------------------------------
First USA Bank (the "Bank"), a wholly owned subsidiary of First USA Financial,
Inc. which is a wholly owned subsidiary of BANC ONE CORPORATION, is responsible
for establishing and maintaining effective internal control policies and
procedures over the functions performed as servicer of the First USA Credit Card
Master Trust, listed on Appendix 1 to this report (the "Trust"). These policies
and procedures are designed to provide reasonable assurance to the Bank's
management and board of directors that Trust assets are safeguarded against loss
from unauthorized use or disposition and that transactions are executed in
accordance with management's authorization in conformity with the Pooling and
Servicing Agreement (the "PSA") and the applicable PSA Series Supplements (the
"Supplements" and, together with the PSA, the "Agreements") between the Bank, as
transferor and servicer, and the Bank of New York (Delaware), as trustee (the
"Trustee) (specific Supplements are identified on Appendix 1 to this report) and
are recorded properly to permit the preparation of the required financial
reports.
There are inherent limitations in any internal control policies and procedures,
including the possibility of human error and the circumvention or overriding of
controls. Accordingly, even effective internal control policies and procedures
can provide only reasonable assurance with respect to the achievement of any
objectives of internal control. Further, because of changes in conditions, the
effectiveness of the internal control policies and procedures may vary over
time.
The Bank has determined that the objectives of its internal control policies and
procedures, with respect to servicing and reporting of transferred loans, are to
provide reasonable, but not absolute assurance that:
. Funds collected are appropriately remitted to the Trustee in accordance with
the Agreements.
. The addition of accounts to the Trust are authorized in accordance with the
Agreements.
. The removal of accounts from the Trust are authorized in accordance with the
Agreements.
. Trust assets amortizing out of the Trust are calculated in accordance with the
Agreements.
. Daily Trust reports are prepared and contain the required information in
accordance with the Agreements.
. Monthly Trust reports generated pursuant to the Agreements contain the
required information per the applicable section of the Agreements and are
materially correct and agree with the Bank's computer reports, which are the
source of the amounts contained in the monthly Trust reports.
. On an annual basis, the servicer will deliver to the Trustee an Annual
Servicer's Certificate.
. The amount of investor charge-offs are calculated in accordance with the
Agreements.
. The payments to certificateholders are made by the Trustee in accordance with
the Agreements.
<PAGE>
The Bank has assessed its internal control policies and procedures over the
functions performed as servicer of the Trust in relation to these criteria.
This assessment assumed the accuracy of reports prepared by the Bank's third
party credit card processor and did not extend to the internal control policies
and procedures of the Bank's third party credit card processor. Based upon this
assessment, the Bank maintained that, as of June 30, 1997, its internal control
policies and procedures over the functions performed as servicer of the Trust
are effective in providing reasonable assurance that Trust assets are
safeguarded against loss from unauthorized use or disposition and the
transactions are executed in accordance with management's authorization in
conformity with the Agreements between the Bank, as transferor and servicer, and
the Trustee and are recorded properly to permit the preparation of the required
financial reports.
Pooling and Servicing Agreement Compliance
- ------------------------------------------
The Bank is responsible for complying with the Agreements listed in Appendix 1
to this report. The Bank assessed its compliance, as of June 30, 1997 and for
the compliance periods then ended, with the relevant covenants and conditions
identified in the Appendix for each of the Agreements. In performing this
assessment, the Bank assumed the accuracy of reports prepared by the Bank's
third party credit card processor and did not extend its assessment to the
relevant aspects of the Bank's compliance that are the responsibility of the
third party credit card processor. Based upon this assessment and the delivery
of the accountant's letters pursuant to Section 3.06(a) and (b) of the PSA, the
Bank was in compliance, as of June 30, 1997 and for the periods then ended, with
the relevant covenants and conditions identified in Appendix 1 of this report
for the compliance periods specified in Appendix 1 of this report. In addition,
the Bank did not identify any instances of noncompliance in performing the
assessment.
<PAGE>
September 12, 1997 First USA Bank by:
/s/ Randy Christofferson
------------------------------------
Randy Christofferson
President
/s/ George P. Hubley
------------------------------------
George P. Hubley
Chief Financial Officer
/s/ Peter W. Atwater
------------------------------------
Peter W. Atwater
Executive Vice President
<PAGE>
APPENDIX 1
<TABLE>
<CAPTION>
PSA SERVICING PSA
PSA SUPPLEMENT COMPLIANCE COVENANTS AND
TRUST TRUSTEE DATE DATE PERIOD CONDITIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 9/1/92 7/1/96 - 12/15/96 (1), (2)
Series 1992-1
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 5/1/93 7/1/96 - 6/30/97 (1), (3)
Series 1993-1
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 10/1/93 7/1/96 - 12/15/96 (1), (4)
Series 1993-2
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 10/1/93 7/1/96 - 6/30/97 (1), (4)
Series 1993-3
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 4/5/94 7/1/96 - 3/17/97 (1), (5)
Series 1994-1*
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 4/14/94 7/1/96 - 6/30/97 (1), (5)
Series 1994-2**
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 6/1/94 7/1/96 - 6/30/97 (1), (2)
Series 1994-3
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 6/1/94 7/1/96 - 6/30/97 (1), (2)
Series 1994-4
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 7/30/94 7/1/96 - 6/30/97 (1), (2)
Series 1994-5
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 7/30/94 7/1/96 - 6/30/97 (1), (2)
Series 1994-6
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 11/8/94 7/1/96 - 6/30/97 (1), (2)
Series 1994-7
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 11/8/94 7/1/96 - 6/30/97 (1), (2)
Series 1994-8
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 3/1/95 7/1/96 - 6/30/97 (1), (2)
Series 1995-1
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 3/1/95 7/1/96 - 6/30/97 (1), (2)
Series 1995-2
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 5/16/95 7/1/96 - 6/30/97 (1), (2)
Series 1995-3
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 9/14/95 7/1/96 - 6/30/97 (1), (2)
Series 1995-4
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 9/14/95 7/1/96 - 6/30/97 (1), (2)
Series 1995-5
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 12/7/95 7/1/96 - 6/30/97 (1), (2)
Series 1995-6
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 3/6/96 7/1/96 - 6/30/97 (1), (2)
Series 1996-1
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 5/2/96 7/1/96 - 6/30/97 (1), (6)
Series 1996-E1***
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 6/4/96 7/1/96 - 6/30/97 (1), (2)
Series 1996-2
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 6/6/96 7/1/96 - 6/30/97 (1), (2)
Series 1996-3****
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 8/6/96 8/6/96 - 6/30/97 (1), (2)
Series 1996-4
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 11/13/96 11/13/96 - 6/30/97 (1), (2)
Series 1996-6
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 12/11/96 12/11/96 - 6/30/97 (1), (2)
Series 1996-7****
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 12/11/96 12/11/96 - 6/30/97 (1), (2)
Series 1996-8
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 2/4/97 2/4/97 - 6/30/97 (1), (2)
Series 1997-1
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 5/8/97 5/8/97 - 6/30/97 (1), (2)
Series 1997-2
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 6/10/97 6/10/97 - 6/30/97 (1), (2)
Series 1997-3
First USA Credit Card Master Trust The Bank of New York (Delaware) 9/1/92 6/10/97 6/10/97 - 6/30/97 (1), (2)
Series 1997-4
</TABLE>
PSA AND PSA SUPPLEMENT COVENANTS AND CONDITIONS
- -----------------------------------------------
(1) PSA Sections - 2.06, 2.07, 3.01(b), 3.04(a) and (b), 3.05, 3.06(a) and
(b), and 4.03
(2) PSA Supplement Sections - 4.09, 4.12, and 5.02
(3) PSA Supplement Sections - 4.08, 4.11, and 5.02
(4) PSA Supplement Sections - 4.8, 4.11, and 5.02
(5) PSA Supplement Sections - 4.06, 4.09, and 5.02
(6) PSA Supplement Sections - 4.09, 4.11, and 5.02
* Receivables backed Commercial Paper Program dated April 5, 1994
** Receivables backed Commercial Paper Program dated April 14, 1994
*** Receivables backed Committed Credit Enhancement Facility dated May 2, 1996
**** Receivables backed European Transaction
<PAGE>
EXHIBIT 99.01
[LETTERHEAD OF ERNST AND YOUNG LLP]
Report of Independent Accountants
First USA Bank
Three Christina Centre
201 North Walnut Street
Wilmington, Delaware 19801
and
The Bank of New York (Delaware)
c/o The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
First USA Credit Card Master Trust
----------------------------------
We have examined management's assertion that First USA Bank (the Bank), a wholly
owned subsidiary of First USA Financial, Inc., which is a wholly owned
subsidiary of Banc One Corporation, complied with the covenants and conditions
of Sections 2.06, 2.07, 3.01(b), 3.04(a) and (b), 3.05, 3.06(a) and (b), and
4.03, of the Pooling and Servicing Agreement dated as of September 1, 1992 (the
Agreement), and the Sections noted in Attachment 1 for the respective Pooling
and Servicing Agreement Supplements (the Supplements) related to each Credit
Card Master Trust Series listed, as amended from time to time (together the
Agreements), between First USA Bank and The Bank of New York (Delaware), as of
June 30, 1997, and for the respective Compliance Periods listed in Attachment 1,
included in the accompanying report by management titled, "Report of Management
on Credit Card Trust Internal Control Policies and Procedures and Pooling and
Servicing Agreement Compliance" (the Report). Management is responsible for the
Bank's compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Bank's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination of the
Bank's compliance with specified requirements.
As discussed in the Report, management, providing its assertion on compliance,
assumed the accuracy of the reports prepared by the Bank's third party credit
card processor and did not extend its assessment to the relevant aspects of the
Bank's compliance that are the
<PAGE>
[LOGO APPEARS HERE]
responsibility of the third party credit card processor. Accordingly, and in
accordance with Section 3.06(a) of the Agreement, our examination did not extend
to those aspects of the Bank's compliance that are the responsibility of the
third party credit card processor, and we do not express an opinion or any other
form of assurance on those compliance aspects.
In our opinion, management's assertion that the Bank was in compliance with the
covenants and conditions of the sections in the Agreement and the Supplements
referred to above, as of June 30, 1997, and for the respective Compliance
Periods listed in Attachment 1, is fairly stated, in all material respects.
This report is intended solely for the information and use of the board of
directors and management of the Bank and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive such
information as specified in the Agreement. However, this report is a matter of
public record as a result of being included as an exhibit to the annual report
on Form 10-K prepared by the Bank and filed with the Securities and Exchange
Commission on behalf of the First USA Credit Card Master Trust, and its
distribution is not limited.
/s/ Ernst & Young LLP
September 12, 1997
<PAGE>
ATTACHMENT 1
<TABLE>
<CAPTION>
POOLING AND COVENANTS
SERVICING AGREEMENT COMPLIANCE AND
CREDIT CARD MASTER TRUST SERIES SUPPLEMENT DATE PERIOD CONDITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
First USA Credit Card Master Trust Series 1992-1 9/1/92 7/1/96 - 12/15/96 A
First USA Credit Card Master Trust Series 1993-1 5/1/93 7/1/96 - 6/30/97 B
First USA Credit Card Master Trust Series 1993-2 10/1/93 7/1/96 - 12/15/96 C
First USA Credit Card Master Trust Series 1993-3 10/1/93 7/1/96 - 6/30/97 C
First USA Credit Card Master Trust Series 1994-3 6/1/94 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1994-4 6/1/94 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1994-5 7/30/94 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1994-6 7/30/94 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1994-7 11/8/94 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1994-8 11/8/94 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1995-1 3/1/95 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1995-2 3/1/95 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1995-3 5/16/95 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1995-4 9/14/95 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1995-5 9/14/95 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1995-6 12/7/95 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1996-1 3/6/96 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1996-2 6/4/96 7/1/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1996-4 8/6/96 8/6/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1996-6 11/13/96 11/13/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1996-8 12/11/96 12/11/96 - 6/30/97 A
First USA Credit Card Master Trust Series 1997-1 2/4/97 2/4/97 - 6/30/97 A
First USA Credit Card Master Trust Series 1997-2 5/8/97 5/8/97 - 6/30/97 A
First USA Credit Card Master Trust Series 1997-3 6/10/97 6/10/97 - 6/30/97 A
First USA Credit Card Master Trust Series 1997-4 6/10/97 6/10/97 - 6/30/97 A
</TABLE>
A - Pooling and Servicing Agreement Supplement Sections 4.09, 4.12, and 5.02
B - Pooling and Servicing Agreement Supplement Sections 4.08, 4.11, and 5.02
C - Pooling and Servicing Agreement Supplement Sections 4.8, 4.11, and 5.02
<PAGE>
[LETTERHEAD OF ERNST AND YOUNG LLP]
Report of Independent Accountants
First USA Bank
Three Christina Centre
201 North Walnut Street
Wilmington, Delaware 19801
and
The Bank of New York (Delaware)
c/o The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
First USA Credit Card Master Trust
----------------------------------
We have examined management's assertion that First USA Bank (the Bank), a wholly
owned subsidiary of First USA Financial, Inc., which is a wholly owned
subsidiary of Banc One Corporation, maintained internal control policies and
procedures over the functions performed as Servicer of the First USA Credit Card
Master Trust (the Trust) that are effective, as of June 30, 1997, in providing
reasonable assurance that Trust assets are safeguarded against loss from
unauthorized use or disposition and that transactions are executed in accordance
with management's authorization in conformity with the Pooling and Servicing
Agreement (the Agreement) dated as of September 1, 1992, and the Pooling and
Servicing Agreement Supplements listed in Attachment 1, as amended from time to
time, (together the Agreements), between the Bank as Transferor and Servicer,
and The Bank of New York (Delaware), as Trustee on behalf of the
Certificateholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports. This assertion is included in the
accompanying report of management titled, "Report of Management on Credit Card
Trust Internal Control Policies and Procedures and Pooling and Servicing
Agreement Compliance" (the Report).
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control policies and procedures over
the functions performed by the Bank as Servicer of the Trust, testing and
evaluating the design and operating effectiveness of the policies and
procedures, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
<PAGE>
[LOGO APPEARS HERE]
As discussed in the Report, management, in providing its assertion on the
internal control policies and procedures, assumed the accuracy of reports
prepared by the Bank's third party credit card processor and did not extend its
assessment to the internal control policies and procedures of the Bank's third
party credit card processor. Accordingly, and in accordance with Section 3.06(a)
and (b) of the Agreement, our examination did not extend to the internal control
policies and procedures of the Bank's third party credit card processor, and we
do not express an opinion or any other form of assurance on those internal
control policies and procedures.
Because of inherent limitations in any internal control policies and procedures,
errors or irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control policies and procedures over the functions
performed by the Bank as Servicer of the Trust to future periods are subject to
the risk that the policies and procedures may become inadequate because of
changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management's assertion that the Bank maintained internal control
policies and procedures over the functions performed as Servicer of the Trust
that are effective, as of June 30, 1997, in providing reasonable assurance that
Trust assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in accordance with management's authorization
in conformity with the Agreements between the Bank as Transferor and Servicer
and The Bank of New York (Delaware), as Trustee, on behalf of the
Certificateholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in the Report:
. Policies and procedures provide reasonable assurance that funds collected are
appropriately remitted to the Trustee in accordance with the Agreements.
. Policies and procedures provide reasonable assurance that the addition of
Accounts to the Trust are authorized in accordance with the Agreements.
. Policies and procedures provide reasonable assurance that the removal of
Accounts from the Trust are authorized in accordance with the Agreements.
. Policies and procedures provide reasonable assurance that the Trust assets
amortizing out of the Trust are calculated in accordance with the Agreements.
. Policies and procedures provide reasonable assurance that daily Trust reports
are prepared and contain all required information in accordance with the
Agreements.
. Policies and procedures provide reasonable assurance that monthly Trust
reports generated in the form of "Exhibits" contain all required information
per section 5.02 of the Agreements.
<PAGE>
[LOGO APPEARS HERE]
. Policies and procedures provide reasonable assurance that the Annual
Servicer's Certificates are delivered to the Trustee in accordance with the
Agreements.
. Policies and procedures provide reasonable assurance that the amount of
Investor Charge-Offs are calculated in accordance with the Agreements.
. Policies and procedures provide reasonable assurance that the payments to
Certificateholders are made by the Trustee in accordance with the
Agreements.
This report is intended solely for the information and use of the board of
directors and management of the Bank and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive such
information, as specified in the Agreement. However, this report is a matter of
public record, as a result of being included as an exhibit to the annual report
on Form 10-K prepared by the Bank and filed with the Securities and Exchange
Commission on behalf of the First USA Credit Card Master Trust and its
distribution is not limited.
/s/ Ernst & Young LLP
September 12, 1997
<PAGE>
ATTACHMENT 1
<TABLE>
<CAPTION>
POOLING AND
SERVICING AGREEMENT
CREDIT CARD MASTER TRUST SERIES SUPPLEMENT DATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
First USA Credit Card Master Trust Series 1993-1 5/1/93
First USA Credit Card Master Trust Series 1993-3 10/1/93
First USA Credit Card Master Trust Series 1994-3 6/1/94
First USA Credit Card Master Trust Series 1994-4 6/1/94
First USA Credit Card Master Trust Series 1994-5 7/30/94
First USA Credit Card Master Trust Series 1994-6 7/30/94
First USA Credit Card Master Trust Series 1994-7 11/8/94
First USA Credit Card Master Trust Series 1994-8 11/8/94
First USA Credit Card Master Trust Series 1995-1 3/1/95
First USA Credit Card Master Trust Series 1995-2 3/1/95
First USA Credit Card Master Trust Series 1995-3 5/16/95
First USA Credit Card Master Trust Series 1995-4 9/14/95
First USA Credit Card Master Trust Series 1995-5 9/14/95
First USA Credit Card Master Trust Series 1995-6 12/7/95
First USA Credit Card Master Trust Series 1996-1 3/6/96
First USA Credit Card Master Trust Series 1996-2 6/4/96
First USA Credit Card Master Trust Series 1996-4 8/6/96
First USA Credit Card Master Trust Series 1996-6 11/13/96
First USA Credit Card Master Trust Series 1996-8 12/11/96
First USA Credit Card Master Trust Series 1997-1 2/4/97
First USA Credit Card Master Trust Series 1997-2 5/8/97
First USA Credit Card Master Trust Series 1997-3 6/10/97
First USA Credit Card Master Trust Series 1997-4 6/10/97
</TABLE>
<PAGE>
EXHIBIT 99.02
[LETTERHEAD OF ERNST AND YOUNG LLP]
INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES
First USA Bank
Three Christina Centre
201 North Walnut Street
Wilmington, Delaware 19801
and
Bank of New York (Delaware)
as Trustee for the various Certificateholders and Enhancement Providers
of First USA Credit Card Master Trust
c/o The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
We have performed certain agreed-upon procedures, as described below, which
were agreed to by the Bank of New York (Delaware) (the "Trustee") and management
of First USA Bank (the "Servicer"), solely to assist the users in evaluating
management's assertion about the Servicer's compliance with Section 3.06 (b) of
the Pooling and Servicing Agreement (the "Agreement"), dated September 1, 1992,
between First USA Bank and the Bank of New York (Delaware) (specific applicable
Pooling and Servicing Agreement Supplements (the "Supplements") and related
compliance periods are identified in Attachment 1). This agreed-upon procedures
engagement was performed in accordance with standards established by the
American Institute of Certified Public Accountants. The sufficiency of these
procedures is solely the responsibility of the specified users of the report.
Consequently, we make no representation regarding the sufficiency of the
procedures described below either for the purpose for which this report has been
requested or for any other purpose.
Capitalized terms used but not defined herein shall have the meaning given to
them in the Agreement.
In the course of this engagement, the Servicer provided the following documents
relating to the issuance of the Certificates:
. Pooling and Servicing Agreement for the First USA Credit Card Master Trust
dated September 1, 1992.
<PAGE>
[LOGO APPEARS HERE]
. Monthly certificates related to the Agreement and Supplements identified in
Attachment 1 which were forwarded by the Servicer to the Trustee during the
period July 1996 through June 1997 (the "Monthly Certificates").
. Computer reports from the Servicer's system for the period July 1996
through June 1997 related to the Supplements identified in Attachment 1
which were used by the Servicer to prepare the Monthly Certificates.
For each of the twelve Monthly Certificates forwarded by the Servicer to the
Trustee during the period July 1996 through June 1997, we compared the amounts
set forth therein to the Servicer's computer reports which were the source of
such amount and noted that all such amounts were in agreement.
We were not engaged to, and did not, perform an audit, the objective of which
would be the expression of an opinion on the specified elements, accounts, or
items. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that would
have been reported to you.
This report is intended solely for the specified users above and should not be
used by those who have not agreed to the procedures and taken responsibility for
the sufficiency of the procedures for their purposes. However, this report is a
matter of public record as a result of being included as an exhibit to the
annual report on Form 10-K prepared by the Servicer and filed with the
Securities and Exchange Commission on behalf of First USA Credit Card Master
Trust, and its distribution is not limited.
/s/ Ernst and Young LLP
September 12, 1997
<PAGE>
ATTACHMENT 1
<TABLE>
<CAPTION>
POOLING AND
SERVICING AGREEMENT COMPLIANCE
CREDIT CARD MASTER TRUST SERIES SUPPLEMENT DATE PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
First USA Credit Card Master Trust Series 1992-1 9/1/92 7/1/96 - 12/15/96
First USA Credit Card Master Trust Series 1993-1 5/1/93 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1993-2 10/1/93 7/1/96 - 12/15/96
First USA Credit Card Master Trust Series 1993-3 10/1/93 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1994-3 6/1/94 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1994-4 6/1/94 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1994-5 7/30/94 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1994-6 7/30/94 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1994-7 11/8/94 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1994-8 11/8/94 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1995-1 3/1/95 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1995-2 3/1/95 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1995-3 5/16/95 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1995-4 9/14/95 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1995-5 9/14/95 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1995-6 12/7/95 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1996-1 3/6/96 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1996-2 6/4/96 7/1/96 - 6/30/97
First USA Credit Card Master Trust Series 1996-4 8/6/96 8/6/96 - 6/30/97
First USA Credit Card Master Trust Series 1996-6 11/13/96 11/13/96 - 6/30/97
First USA Credit Card Master Trust Series 1996-8 12/11/96 12/11/96 - 6/30/97
First USA Credit Card Master Trust Series 1997-1 2/4/97 2/4/97 - 6/30/97
First USA Credit Card Master Trust Series 1997-2 5/8/97 5/8/97 - 6/30/97
First USA Credit Card Master Trust Series 1997-3 6/10/97 6/10/97 - 6/30/97
First USA Credit Card Master Trust Series 1997-4 6/10/97 6/10/97 - 6/30/97
</TABLE>
