<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) MAY 21, 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 May 21, 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 $500,000,000 aggregate principal amount of Class A
Floating Rate Asset Backed Certificates, Series 1997-3 and $45,180,000 aggregate
principal amount of Class B Floating Rate Asset Backed Certificates, Series
1997-3, 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 May 21, 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
1997-3.
<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/ W. Todd Peterson
----------------------------
W. Todd Peterson
Vice President
Date: May 22, 1997
------------
<PAGE>
EXHIBIT INDEX
Exhibit Description Page Number
- ------- ----------- -----------
99.01 Series 1997-3 Term Sheet dated May 21, 1997 5
<PAGE>
EXHIBIT 99.01
SERIES 1997-3 TERM SHEET
[Exhibit Begins on Next Page]
<PAGE>
SUBJECT TO REVISION
SERIES TERM SHEET DATED MAY 21, 1997
$545,180,000
FIRST USA CREDIT CARD MASTER TRUST
$500,000,000 CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1997-3
$45,180,000 CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1997-3
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 AFFILIATE THEREOF. AN OFFERED CERTIFICATE IS NOT A DEPOSIT AND NEI-
THER THE OFFERED CERTIFICATES NOR THE UNDERLYING ACCOUNTS OR RECEIV-
ABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL 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 PRO-
VIDED HEREIN IS PRELIMINARY AND WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. ADDITIONAL
INFORMATION WILL BE CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. PURCHASERS ARE URGED TO READ BOTH THE PROSPECTUS SUP-
PLEMENT 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 REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE. SALES OF THE OFFERED CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE
PURCHASER HAS RECEIVED BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
BEAR, STEARNS & CO. INC.
J.P. MORGAN & CO.
SBC WARBURG
A Division of Swiss Bank Corporation
<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 1997-3
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 1997-3 (the "Class A
Certificates") and Class B Floating Rate
Asset Backed Certificates, Series 1997-3
(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
$500,000,000 (the "Class A Invested Amount")
and $45,180,000 (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 $57,230,000 (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 May 8, 1997 and in certain
additional Accounts designated to be added
to the Trust on June 10, 1997 (the "Closing
Date")), as of the close of business on
April 30, 1997, was $22,197,806,408,
comprised of $21,588,400,896 of principal
Receivables and $609,405,512 of finance
charge Receivables.
Interest.................... Class A Certificate Rate: One-month LIBOR
plus %.
Class B Certificate Rate: One-month LIBOR
plus %.
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 July 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 July 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 July 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 June 6, 1997
for the period from the Closing Date through
June 16, 1997, on June 13, 1997 for the
period from June 17, 1997 through July 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 June 2002 Distribution Date.
Class B Expected Final
Payment Date...............
The June 2002 Distribution Date.
Stated Series Termination The final distribution of principal and
Date........................ interest on the Certificates will be made no
later than the February 2005 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
The bank is an indirect wholly-owned subsidiary of First USA, Inc. ("FUSA").
On January 19, 1997, FUSA and Banc One Corporation ("Banc One") entered into
an Agreement and Plan of Merger, amended as of April 23, 1997 (as amended, the
"Merger Agreement") pursuant to which FUSA would merge with and into Banc One
and Banc One would be the surviving corporation (the "Merger"). Pursuant to
the Merger Agreement, each share of FUSA's common stock will be converted into
1.1659 shares of Banc One common stock.
The Merger is subject to approvals by the shareholders of FUSA and Banc One
and the receipt of all required regulatory approvals. Banc One has received
all required regulatory approvals. The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation and the appropriate
state banking regulators have approved the Merger or have notified Banc One
that they do not disapprove of the Merger, as the case may be. The Merger is
expected to close in the second quarter of calendar 1997.
Following the Merger, 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.
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"). As of the close of
business on April 30, 1997, the Receivables in the Trust Portfolio (including
the Receivables in certain additional Accounts to be added to the Trust on the
Closing Date) represented approximately 95.5% 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 JUNE 30,
-----------------------------------------------------------------------
AS OF
MARCH 31, 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(1)......... $22,890,011 100.00% $18,721,130 100.00% $13,287,452 100.00% $7,520,458 100.00%
=========== ====== =========== ====== =========== ====== ========== ======
Receivables Delinquent:
35-64 days............. $ 345,273 1.51% $ 272,380 1.45% $ 141,181 1.06% $ 60,024 0.80%
65-94 days............. 212,252 0.93 159,791 0.85 76,416 0.57 32,255 0.43
95 or more days........ 593,027 2.59 378,179 2.03 176,250 1.33 74,458 0.99
----------- ------ ----------- ------ ----------- ------ ---------- ------
Total................. $ 1,150,552 5.03% $ 810,350 4.33% $ 393,847 2.96% $ 166,737 2.22%
=========== ====== =========== ====== =========== ====== ========== ======
</TABLE>
- --------
(1) The Receivables Outstanding on the accounts consist of all amounts due
from cardholders as posted to the accounts.
6
<PAGE>
LOSS EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED FISCAL YEAR ENDED JUNE 30,
MARCH 31, ------------------------------------
1997 1996 1995 1994
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Average Receivables Out-
standing(1)................ $20,724,248 $16,667,917 $10,446,438 $5,339,689
Gross Charge-Offs(2)........ 807,415 603,249 245,572 132,279
Gross Charge-Offs as a
percentage of Average
Receivables Outstanding(4). 5.19% 3.62% 2.35% 2.48%
Recoveries(3)............... 60,226 40,098 15,099 13,889
Net Losses(3)............... 747,189 563,151 230,473 118,390
Net Losses as a percentage
of Average Receivables
Outstanding(4)............. 4.81% 3.38% 2.21% 2.22%
</TABLE>
- --------
(1) Average Receivables Outstanding is the average daily receivables during
the periods indicated.
(2) 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.
(3) Recoveries are included in the Trust as of July 1, 1996.
(4) Annualized.
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 period 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>
NINE MONTHS FISCAL YEAR ENDED JUNE 30,
ENDED ----------------------------
MARCH 31, 1997 1996 1995 1994
-------------- -------- -------- --------
<S> <C> <C> <C> <C>
Lowest Month....................... 10.71% 9.86% 10.46% 10.74%
Highest Month...................... 13.51 11.79 11.63 13.23
Monthly Average.................... 11.62 10.98 10.96 11.86
</TABLE>
RECEIVABLE YIELD CONSIDERATIONS
The portfolio yield on the Bank Portfolio for each of the three fiscal years
contained in the period ended June 30, 1996 and for the nine months ended
March 31, 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 fiscal years
contained in the period ended June 30, 1996 and for the nine months ended
March 31, 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 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.
7
<PAGE>
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 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>
NINE MONTHS FISCAL YEAR ENDED JUNE 30,
ENDED ----------------------------
MARCH 31, 1997 1996 1995 1994
-------------- -------- -------- --------
<S> <C> <C> <C> <C>
Average account monthly accrued
fees and charges (1)(2).......... $38.52 $ 34.43 $29.90 $ 25.73
Average account balance(3)........ 2,875 2,711 2,415 1,976
Portfolio yield from fees and
charges (1)(4)................... 16.08% 15.24% 14.85% 15.62%
</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 fiscal year ended June 30, 1996 and
for the nine months ended March 31, 1997 reflects changes in the overall
pricing distribution of the Bank Portfolio. The decline in portfolio yield for
fiscal year 1995 is primarily the result of the Bank's focus on the direct
solicitation of low-rate, no annual fee credit cards which on average had a
lower introductory rate and which had the effect of lowering finance charge
income and annual fee income. 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 May 8, 1997 and certain additional
Accounts designated to be added to the Trust on the Closing Date), as of the
close of business on April 30, 1997, consisted of $21,588,400,896 of principal
Receivables and $609,405,512 of finance charge Receivables. On March 25, 1997
and April 23, 1997 (the "Relevant Cut Off Dates"), the Transferor designated
additional Accounts, which included approximately $1,277,397,526 of principal
Receivables as of the close of business on April 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 $1,200,000 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
1997-3. The additional Accounts to be added to the Trust on the Closing Date
were, as of the Relevant Cut Off Dates, Eligible Accounts. The Accounts,
including such additional Accounts, had an average principal Receivable
balance of $2,078 (including accounts with a zero balance) and an average
credit limit of $8,557. The percentage of the aggregate total Receivable
balance to the aggregate total credit limit was 25.0%.
As of April 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 April 30, 1997, 71% of the Accounts,
including such additional Accounts, were premium accounts and 29% 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 80% and 20%, respectively.
The following tables summarize the Trust Portfolio (including the additional
Accounts added to the Trust on May 8, 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 April 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.......... 159,351 1.5% $ (33,071,648) (0.1)%
No Balance.............. 3,125,113 30.1 -- --
$0.01 to $2,000.00...... 3,452,205 33.2 2,341,309,169 10.5
$2,000.01 to $5,000.00.. 2,030,499 19.5 7,221,703,287 32.5
$5,000.01 to $10,000.00. 1,377,387 13.3 9,517,811,686 42.9
$10,000.01 or More...... 244,147 2.4 3,150,053,914 14.2
---------- ----- --------------- -----
TOTAL............... 10,388,702 100.0% $22,197,806,408 100.0%
========== ===== =============== =====
</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....... 661,520 6.4% $ 464,313,005 2.1%
$2,000.01 to $5,000.00... 2,488,267 24.0 4,383,465,328 19.7
$5,000.01 to $10,000.00.. 4,054,010 39.0 9,333,878,249 42.0
$10,000.01 or More....... 3,184,905 30.6 8,016,149,826 36.2
---------- ----- --------------- -----
TOTAL................ 10,388,702 100.0% $22,197,806,408 100.0%
========== ===== =============== =====
</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........... 9,859,029 94.9% $19,890,323,851 89.6%
Up to 34 Days............ 299,427 2.9 1,208,276,894 5.4
35 to 64 Days............ 78,005 0.8 341,512,020 1.5
65 to 94 Days............ 43,565 0.4 209,042,548 0.9
95 or More Days.......... 108,676 1.0 548,651,095 2.6
---------- ----- --------------- -----
TOTAL................ 10,388,702 100.0% $22,197,806,408 100.0%
========== ===== =============== =====
</TABLE>
9
<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.................. 1,077,282 10.4% $ 3,031,221,941 13.7%
Over 6 Months to 12
Months.................. 1,360,374 13.1 3,329,663,381 15.0
Over 12 Months to 24
Months.................. 2,860,169 27.5 6,613,874,095 29.8
Over 24 Months to 36
Months.................. 2,231,984 21.5 4,460,319,202 20.1
Over 36 Months to 48
Months.................. 1,288,846 12.4 2,170,200,751 9.8
Over 48 Months to 60
Months.................. 542,707 5.2 790,632,187 3.6
Over 60 Months........... 1,027,340 9.9 1,801,894,851 8.0
---------- ----- --------------- -----
TOTAL................ 10,388,702 100.0% $22,197,806,408 100.0%
========== ===== =============== =====
</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...................... 101,078 1.0% $ 232,088,713 1.0%
Alaska....................... 25,496 0.2 70,074,093 0.3
Arizona...................... 178,330 1.7 394,059,124 1.8
Arkansas..................... 86,139 0.8 170,310,995 0.8
California................... 1,293,503 12.5 3,216,171,076 14.5
Colorado..................... 169,860 1.6 371,744,742 1.7
Connecticut.................. 158,381 1.5 338,492,041 1.5
Delaware..................... 24,893 0.2 54,541,379 0.2
District of Columbia......... 21,397 0.2 50,914,320 0.2
Florida...................... 686,273 6.6 1,494,030,222 6.7
Georgia...................... 231,718 2.2 544,516,248 2.5
Hawaii....................... 47,985 0.5 119,957,907 0.5
Idaho........................ 43,653 0.4 95,452,602 0.4
Illinois..................... 500,073 4.8 955,564,298 4.3
Indiana...................... 98,999 1.0 205,689,882 0.9
Iowa......................... 10,253 0.1 19,213,761 0.1
Kansas....................... 96,443 0.9 198,905,161 0.9
Kentucky..................... 104,137 1.0 196,872,071 0.9
Louisiana.................... 235,199 2.3 428,044,563 1.9
Maine........................ 38,885 0.4 80,599,736 0.4
Maryland..................... 257,004 2.5 581,477,857 2.6
Massachusetts................ 339,440 3.3 652,416,098 2.9
Michigan..................... 351,525 3.4 744,444,415 3.4
Minnesota.................... 97,389 0.9 184,721,209 0.8
Mississippi.................. 65,330 0.6 137,477,019 0.6
Missouri..................... 176,506 1.7 354,556,428 1.6
Montana...................... 38,062 0.4 77,545,067 0.3
Nebraska..................... 66,789 0.6 113,004,120 0.5
Nevada....................... 83,866 0.8 204,616,716 0.9
New Hampshire................ 53,584 0.5 104,633,510 0.5
</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>
New Jersey............... 434,463 4.2 $ 848,691,315 3.8%
New Mexico............... 69,187 0.7 140,460,556 0.6
New York................. 786,542 7.6 1,700,182,544 7.7
North Carolina........... 192,523 1.9 428,514,826 1.9
North Dakota............. 21,332 0.2 35,329,588 0.2
Ohio..................... 392,438 3.8 780,581,416 3.5
Oklahoma................. 182,408 1.8 350,697,993 1.6
Oregon................... 144,556 1.4 316,398,964 1.4
Pennsylvania............. 443,600 4.3 774,625,367 3.5
Rhode Island............. 45,177 0.4 87,514,713 0.4
South Carolina........... 97,554 0.9 204,522,866 0.9
South Dakota............. 23,026 0.2 43,395,814 0.2
Tennessee................ 82,167 0.8 178,950,232 0.8
Texas.................... 1,058,540 10.2 2,272,982,279 10.2
Utah..................... 68,390 0.7 133,174,900 0.6
Vermont.................. 22,878 0.2 42,389,733 0.2
Virginia................. 275,574 2.7 632,794,125 2.9
Washington............... 244,199 2.4 593,976,644 2.7
West Virginia............ 51,608 0.5 105,826,744 0.5
Wisconsin................ 20,648 0.2 37,283,430 0.2
Wyoming.................. 19,409 0.2 38,812,800 0.2
Other U.S. territories
and possessions......... 30,293 0.1 58,564,186 0.4
---------- ----- --------------- -----
TOTAL................ 10,388,702 100.0% $22,197,806,408 100.0%
========== ===== =============== =====
</TABLE>
Since the largest number of cardholders (based on billing addresses) whose
accounts were included in the Trust as of March 31, 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
