<PAGE> 1
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) APRIL 20, 1999
--------------
FIRST USA BANK, NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST USA CREDIT CARD MASTER TRUST)
<TABLE>
<S> <C> <C>
LAWS OF THE UNITED STATES 333-24227 76-0039224
------------------------- --------- ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation or organization) Number)
</TABLE>
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, former address and former fiscal year, if changed since last
report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1-4. Not Applicable
Item 5. Other Events
On April 20, 1999, the Registrant made available to prospective investors a
series term sheet setting forth a description of the collateral pool and the
proposed structure of $700,000,000 aggregate principal amount of Class A
Floating Rate Asset Backed Certificates, Series 1999-3 and $54,167,000 aggregate
principal amount of Class B Floating Rate Asset Backed Certificates, Series
1999-3, 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 part of this report:
Exhibit 99.01 Series Term Sheet dated April 20, 1999, 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
1999-3.
<PAGE> 3
SIGNATURE
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 thereunto duly authorized.
FIRST USA BANK, NATIONAL ASSOCIATION
As Servicer
By: /s/ Daniel A. Long, Jr.
---------------------------------
Daniel A. Long, Jr.
Vice President
Date: April 21, 1999
--------------
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.01 Series 1999-3 Term Sheet 5
Dated April 20, 1999
<PAGE> 1
SUBJECT TO REVISION
SERIES TERM SHEET DATED APRIL 20, 1999
$754,167,000
FIRST USA CREDIT CARD MASTER TRUST
$700,000,000 Class A Floating Rate Asset Backed Certificates, Series 1999-3
$ 54,167,000 Class B Floating Rate Asset Backed Certificates, Series 1999-3
FIRST USA BANK, N.A.
TRANSFEROR AND SERVICER
------------------
THESE SECURITIES ARE INTERESTS IN FIRST USA CREDIT CARD MASTER TRUST AND ARE
BACKED ONLY BY THE ASSETS OF THE TRUST. NEITHER THESE SECURITIES NOR THE ASSETS
OF THE TRUST ARE OBLIGATIONS OF FIRST USA BANK, N.A. OR ANY AFFILIATE THEREOF,
OR OBLIGATIONS INSURED BY THE FDIC.
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT
THESE SECURITIES; HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN COMPLETE
INFORMATION ABOUT THESE SECURITIES. THE INFORMATION PROVIDED 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 SUPPLEMENT AND THE PROSPECTUS.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
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 THESE SECURITIES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED
BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS SERIES TERM SHEET OR THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------
SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
MORGAN STANLEY DEAN WITTER
<PAGE> 2
SUMMARY OF TERMS
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------
Trust: First USA Credit Card Master Trust -- "Trust"
Transferor: First USA Bank, National Association -- "First USA" or
the "Bank"
Servicer: First USA
Trustee: The Bank of New York (Delaware)
Pricing Date:
Closing Date:
Clearance and Settlement: DTC/Cedelbank/Euroclear
Trust Assets: receivables originated in VISA(R) and MasterCard(R)
accounts, including recoveries on charged-off
receivables
- ----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
Series Structure: Amount % of Total Series
Class A $700,000,000 84.0%
Class B $54,167,000 6.5%
Excess Collateral $79,167,000 9.5%
Annual Servicing Fee: 1.5% if First USA is
Servicer, or 2.0%
</TABLE>
<TABLE>
<CAPTION>
CLASS A CLASS B
------------------------- --------------------
<S> <C> <C>
Anticipated Ratings:*
(Moody's / Standard & Poor's / Fitch IBCA) Aaa/AAA/AAA A1/A/A+
Credit Enhancement: subordination of Class B subordination of the
and the excess collateral excess collateral
Interest Rate: one-month LIBOR + % one-month LIBOR
p.a. + % p.a.
Interest Accrual Method: actual / 360 actual / 360
Interest Payment Dates: monthly (19th) monthly (19th)
Interest Rate Index Reset Date: 2 London business 2 London business
days before each days before each
interest payment interest payment
date date
First Interest Payment Date: June 21, 1999 June 21, 1999
Scheduled Payment Date: May 19, 2004 May 19, 2004
Commencement of Accumulation Period (subject
to adjustment): April 30, 2003 April 30, 2003
Stated Series Termination Date: January 19, 2007 January 19, 2007
Application for Exchange Listing: Luxembourg Luxembourg
CUSIP Number:
ISIN Number:
Common Code:
</TABLE>
- ---------------
* It is a condition to issuance that one of these ratings be obtained.
2
<PAGE> 3
STRUCTURAL SUMMARY
This summary briefly describes certain major structural components of Series
1999-3. To fully understand the terms of Series 1999-3 you will need to read
both the prospectus supplement and the prospectus in their entirety. This Series
Term Sheet will be superseded in its entirety by the information appearing in
the prospectus supplement, the prospectus and the Series 1999-3 Supplement to
the Pooling and Servicing Agreement (as amended, the "Pooling and Servicing
Agreement") between First USA Bank, N.A. (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").
THE SERIES 1999-3 CERTIFICATES
Your certificates represent the right to a portion of collections on the
underlying Trust assets. Your certificates will also be allocated a portion of
net losses on receivables, if any. Any collections of finance charges allocated
to your series will be used to make interest payments, to pay a portion of the
fees of First USA as servicer and to cover losses allocated to your series. Any
remaining collections of finance charges allocated to your series will be
applied for the benefit of the holder of the excess collateral. Any principal
collections allocated to your series in excess of the amount owed to
certificates of your series on any distribution date will be shared with other
series of certificates issued by First USA Credit Card Master Trust, retained in
a trust account or returned to First USA. In no case will you receive more than
the principal and interest owed to you under the terms described in the
prospectus supplement and the prospectus.
Your certificates feature credit enhancement by means of the subordination of
other interests, which is intended to protect you from losses and shortfalls in
cash flow. Credit enhancement for your series is for your series' benefit only.
Credit enhancement is provided to Class A by the following:
- subordination of Class B; and
- subordination of the excess collateral.
Credit enhancement is provided to Class B by the following:
- subordination of the excess collateral.
The effect of subordination is that the more subordinated interests will absorb
any losses allocated to Series 1999-3, and make up any shortfalls in cash flow,
before the more senior interests are affected. On the closing date the excess
collateral will be $79,167,000 or 9.5% of the initial Class A invested amount,
the initial Class B invested amount and the initial excess collateral amount. If
the cash flow and any subordinated interest do not cover all losses allocated to
Series 1999-3, your payments of interest and principal will be reduced and you
may suffer a loss of principal.
FIRST USA CREDIT CARD MASTER TRUST
Your series is one of thirty-six First USA Credit Card Master Trust series which
are expected to be outstanding as of the closing date.
First USA Credit Card Master Trust is maintained by the trustee, for the benefit
of:
- certificateholders of Series 1999-3;
- certificateholders of other series issued by First USA Credit Card
Master Trust;
- providers of credit enhancements for Series 1999-3 and other series
issued by First USA Credit Card Master Trust; and
- First USA.
Each series has a claim to a fixed dollar amount of First USA Credit Card Master
Trust's assets, regardless of the total amount of receivables in the Trust at
any time. First USA holds the remaining claim to First USA Credit Card Master
Trust's assets, which fluctuates with the total amount of receivables in the
Trust. First USA, as the holder of that amount, has the right to purchase the
outstanding Series 1999-3 certificates at any time when the outstanding amount
of the Series 1999-3 certificateholders' interest in the First USA Credit Card
Master Trust is less than or equal to 5% of the original amount of that
interest. The purchase price for these outstanding Series 1999-3 certificates
will be equal to the outstanding amount plus accrued and unpaid interest on the
certificates through the last day of the period on which the repurchase occurs.
3
<PAGE> 4
SCHEDULED PRINCIPAL PAYMENTS AND POTENTIAL LATER PAYMENTS
First USA Credit Card Master Trust expects to pay the entire principal amount of
Class A and the entire principal amount of Class B in one payment on May 19,
2004. In order to accumulate the funds to pay Class A and Class B on their
scheduled payment date, the Trust will accumulate principal collections in a
principal funding account. The Trust will deposit funds into the principal
funding account during an "accumulation period" on each "transfer date." The
length of the controlled accumulation period may be as long as twelve months,
but will be shortened if First USA expects that a shorter period will suffice
for the accumulation of the Class A, Class B and excess collateral payment
amounts.
If Class A is not fully repaid on the scheduled payment date, Class A will begin
to amortize by means of monthly payments of all principal collections allocated
to Series 1999-3 until it is fully repaid.
After Class A is fully repaid the Trust will use principal collections allocated
to Series 1999-3 to repay Class B. If Class B is not fully repaid on the
scheduled payment date, Class B will begin to amortize by means of monthly
payments of all monthly principal collections allocated to Series 1999-3 after
Class A is fully repaid.
Prior to the commencement of an accumulation or amortization period for Series
1999-3, principal collections will be paid to First USA, retained in a trust
account or shared with other series that are amortizing or in an accumulation
period.
MINIMUM YIELD ON THE RECEIVABLES; POSSIBLE EARLY PRINCIPAL REPAYMENT OF SERIES
1999-3
Class A or Class B may be repaid earlier than its scheduled payment date if
collections on the underlying receivables, together with other amounts available
for payment to securityholders, are too low. The minimum amount that must be
available for payment to Series 1999-3 in any month, referred to as the "base
rate," is the sum of the Class A interest rate, the Class B interest rate and
the excess collateral minimum interest rate, plus 2.0%. If the average Trust
portfolio yield, net of losses allocated to your series, for any three
consecutive months is less than the average base rate for the same three
consecutive months, a "pay out event" will occur with respect to Series 1999-3
and the Trust will commence a rapid amortization of Series 1999-3, and holders
of Series 1999-3 certificates will receive principal payments earlier than the
scheduled principal payment date.
Series 1999-3 is also subject to several other pay out events, which could cause
Series 1999-3 to amortize. If Series 1999-3 begins to amortize, Class A will
receive monthly payments of principal until it is fully repaid; Class B will
then receive monthly payments of principal until it is fully repaid. In that
event, your certificates may be repaid prior to the scheduled payment date.
The final payment of principal and interest will be made no later than January
19, 2007, which is the stated series termination date.
TAX STATUS OF CLASS A AND CLASS B
Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to First USA, is
of the opinion that under existing law the Class A and Class B certificates will
be characterized as debt for U.S. Federal income tax purposes.
The Transferor, the Servicer, the holders of the Class A certificates and the
Class B certificates and the owners of such certificates will treat the Class A
certificates and the Class B certificates as debt for Federal, state, local and
foreign income and franchise tax purposes.
ERISA CONSIDERATIONS
Class A Certificates: The underwriters anticipate that the Class A certificates
will meet the criteria for treatment as "publicly-offered securities." If so,
subject to important considerations described in the supplement and in the
prospectus, the Class A certificates will be eligible for purchase by persons
investing assets of employee benefit plans or individual retirement accounts.
Class B Certificates: It is not anticipated that the Class B certificates will
meet the criteria for treatment as "publicly-offered securities." As such,
pension plans and other investors subject to ERISA
4
<PAGE> 5
cannot acquire Class B certificates. Prohibited investors include:
-- "employee benefit plans" as defined in section 3(3) of ERISA;
-- any "plan" as defined in section 4975 of the U.S. Internal Revenue
Code; and
-- any entity whose underlying assets may be deemed to include "plan
assets" under ERISA by reason of any such plan's investment in the
entity including insurance company general accounts.
By purchasing any Class B certificates, you certify that you are not within any
of those categories.
MAILING ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
The mailing address of First USA Bank, N.A. is 201 North Walnut Street,
Wilmington, Delaware, 19801 and the telephone number is (302) 594-4000.
5
<PAGE> 6
SELECTED TRUST PORTFOLIO SUMMARY DATA
Geographic Distribution of Receivables
in Trust Portfolio as of February 28, 1999
[Chart showing geographic distribution]
The chart above shows the geographic distribution of the receivables in the
Trust Portfolio among the 50 states, the District of Columbia and the other
United States territories and possessions. Other than the states specifically
shown in the chart, no state accounts for more than 5% of the receivables in the
Trust Portfolio.
6
<PAGE> 7
PAYMENT DATA
[Chart showing payment data]
The chart above shows the yield percentage, payment rate and loss percentage for
the Trust portfolio for each month from June 1997 to December 1998.
The "YIELD PERCENTAGE" for any month is the sum of the amounts of collected
finance charges and fees and discount receivables allocated to a representative
series for the month expressed as an annualized percentage of the invested
amount of that series. The collected finance charges and fees and discount
receivables are allocated to the representative series based on the floating
allocation percentage applicable on each day. If there is an addition of
accounts during the month the floating allocation percentage will change on the
date of the addition. A representative series is one that is outstanding at its
initial invested amount for each day during the month.
The "PAYMENT RATE" for any month is the total amount of principal collections
allocated to the Trust for the monthly period, expressed as a percentage of
total average monthly account balances.
The "LOSS PERCENTAGE" for any monthly period is the sum of the principal
receivables in charged-off accounts, net of recoveries from previously
charged-off accounts, allocated to a representative series for the month
expressed as an annualized percentage of the invested amount of that series.
Principal receivables in charged-off accounts are allocated to the
representative series on a daily basis during the month based on the floating
allocation percentage applicable on each day. If there is an addition of
accounts during the month the floating allocation percentage will change on the
date of the addition. Recoveries from previously charged-off accounts are
allocated to the representative series at the end of the month based on the
weighted average floating allocation percentage for the month. A representative
series is one that is outstanding at its initial invested amount for each day
during the month.
7
<PAGE> 8
FIRST USA'S CREDIT CARD PORTFOLIO
The Bank converted to a national bank charter on July 1, 1998 and is now
named "First USA Bank, National Association." Concurrently with this charter
conversion, all consumer VISA and MasterCard credit card accounts previously
held by other bank subsidiaries of BANK ONE CORPORATION ("BANK ONE") were
consolidated in the Bank, which also replaced Bank One, N.A. as seller/servicer
for the Banc One Credit Card Master Trust and for Banc One Funding Corporation,
two other BANK ONE credit card securitization vehicles. As a result of the
merger of First USA, Inc. with and into BANK ONE on June 27, 1997, the Bank is
now an indirect wholly-owned subsidiary of BANK ONE.
The Bank added receivables in certain accounts originated by the Bank, Bank
One, N.A., Bank One, Arizona, NA and other affiliates of the Bank to the Trust
on July 6, 1998. On September 30, 1998, the Bank purchased the credit card
portfolio of Chevy Chase Bank, F.S.B. ("Chevy Chase"). On November 16, 1998, the
Bank acquired accounts formerly owned by First National Bank of Commerce ("First
Commerce") as a result of a merger between First Commerce and Bank One,
Louisiana, N.A. and the transfer by Bank One, Louisiana, N.A. to the Bank of
substantially all of such accounts. On December 24, 1998, the Bank purchased a
portfolio of VISA and MasterCard credit card loans from General Electric Capital
Corporation ("GE Capital"). The portfolio includes approximately $2.3 billion in
managed credit card loans. The Bank has not added to the Trust receivables in
any of the accounts acquired from Chevy Chase, First Commerce or GE Capital. A
substantial portion of each such portfolio (other than the GE Capital portfolio)
is currently subject to securitization through other credit card master trusts.
However, the Bank may, from time to time, add to the Trust additional
receivables arising in accounts originated by affiliates of the Bank or
purchased by the Bank. Each such addition to the Trust of receivables in
accounts originated by the Bank and affiliates of the Bank or purchased by the
Bank is subject to certain restrictions on additions of Accounts in the Pooling
and Servicing Agreement, including satisfaction of the Rating Agency Condition.
Effective October 2, 1998, BANK ONE, the parent corporation of the Bank,
merged with and into First Chicago NBD Corporation, a Delaware corporation.
Immediately prior to such merger, BANC ONE CORPORATION, an Ohio corporation
("BANC ONE"), also merged with and into BANK ONE, which had been a subsidiary of
BANC ONE prior to such merger. BANK ONE is a bank holding company headquartered
in Chicago, Illinois and registered under the Bank Holding Company Act of 1956,
as amended.
8
<PAGE> 9
The following tables set forth the delinquency and loss experience for each
of the periods shown for the Trust Portfolio. Reported loss and delinquency
percentages for the Trust Portfolio may be reduced as a result of the addition
of newly originated receivables. Receivables in newly originated accounts
generally have lower delinquency and loss levels than receivables in more
seasoned accounts and the addition of these receivables to the Trust Portfolio
increases the outstanding receivables balance for the Trust Portfolio.
DELINQUENCY EXPERIENCE
TRUST PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------------------------------------------------
1998 1997 1996
---------------------------- ---------------------------- ----------------------------
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
DOLLAR RECEIVABLES DOLLAR RECEIVABLES DOLLAR RECEIVABLES
AMOUNT(1) OUTSTANDING AMOUNT(1) OUTSTANDING AMOUNT(1) OUTSTANDING
----------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Receivables Outstanding.......... $33,988,293 100.00% $26,059,175 100.00% $19,717,111 100.00%
=========== ====== =========== ====== =========== ======
Number of Days Delinquent:(2)
35-64 days..................... $468,434 1.38% $413,888 1.59% $349,531 1.77%
65-94 days..................... 307,108 0.90 269,870 1.03 244,013 1.24
95 or more days................ 615,051 1.81 572,987 2.20 538,583 2.73
----------- ------ ----------- ------ ----------- ------
Total........................ $1,390,593 4.09% $1,256,745 4.82% $1,132,127 5.74%
=========== ====== =========== ====== =========== ======
</TABLE>
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(1) The Dollar Amount reflected includes all amounts due from cardholders as
posted to the accounts as of the date specified.
(2) The amount of receivables delinquent 95 or more days as of December 31,
1998 and December 31, 1997 is stated on a basis consistent with the Bank's
current policy of charging off an account immediately prior to the end of
the sixth billing cycle after having become contractually past due. The
amount of receivables delinquent 95 or more days as of December 31, 1996 is
stated on a basis consistent with the Bank's prior policy of charging off
accounts immediately prior to the end of the seventh billing cycle after
having become contractually past due. The policy change was implemented to
conform the charge-off policy of the Bank with that of BANK ONE.
LOSS EXPERIENCE
TRUST PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net Losses(1)(2).................................... $1,465,749 $1,273,354 $803,857
Net Loss Percentage(3).............................. 5.17% 5.90% 4.92%
</TABLE>
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(1) Net Losses shown for the year ended December 31, 1998 are stated on a basis
consistent with the Bank's current policy of charging off an account
immediately prior to the end of the sixth billing cycle after having become
contractually past due. Its prior policy was to charge off an account
immediately prior to the end of the seventh billing cycle after having
become contractually past due. During the year ended December 31, 1997, the
Bank's charge-off policy was changed to conform with that of BANK ONE. The
prior policy applied for the year ended December 31, 1996.
(2) Net Losses as a percentage of gross charge-offs for each of the years ended
December 31, 1998, 1997 and 1996 were 90.5%, 91.9% and 95.7%, respectively.
Gross charge-offs are principal charge-offs before recoveries and do not
include the amount of any reductions in principal receivables due to fraud,
returned goods or customer disputes.
(3) The Net Loss Percentage represents the average of the net loss percentages
for all months during the periods shown calculated as described in
"Selected Trust Portfolio Summary Data."
SUMMARY OF MONTHLY PAYMENT RATES
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Trust Portfolio during any month in the periods shown and
the average cardholder monthly payment rates for all months during the periods
shown, in each case calculated as a percentage of average monthly principal
receivable
9
<PAGE> 10
balances during the periods shown. Payment rates shown in the table are based on
amounts which would be deemed payments of principal receivables with respect to
the Accounts.
CARDHOLDER MONTHLY PAYMENT RATES
TRUST PORTFOLIO
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Lowest Month................................................ 13.43% 10.79% 9.54%
Highest Month............................................... 15.32% 14.66% 11.10%
Monthly Average............................................. 14.16% 12.24% 10.33%
</TABLE>
RECEIVABLE YIELD CONSIDERATIONS
The portfolio yield on the Trust Portfolio for each of the three years
contained in the period ended December 31, 1998 is set forth in the table below.
The portfolio yields in the table are calculated on a cash basis. Portfolio
yield will be affected by numerous factors, including changes in the 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. Interchange will be included in the Trust on an estimated basis by
initially treating 1.3% of collections on the receivables, other than
collections with respect to periodic finance charges, annual membership fees and
other charges, as collections of "discount receivables".
YIELD PERCENTAGE
TRUST PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Finance Charges and Fees and Discount
Receivables.................................... $5,388,376 $3,807,617 $2,722,289
Average Yield Percentage(1)...................... 18.86% 17.44% 16.77%
</TABLE>
- ------------
(1) Average Yield Percentage represents the average of the yield percentages
for all months during the periods shown calculated as described in
"Selected Trust Portfolio Summary Data."
THE RECEIVABLES
The receivables conveyed to the Trust have arisen and will arise in
accounts selected by First USA from the Bank Portfolio on the basis of criteria
set forth in the Pooling and Servicing Agreement as applied on August 21, 1992
and, with respect to additional accounts, as of the related dates of their
designations (the "Trust Portfolio"). The receivables in the Trust Portfolio
(including the additional accounts added to the Trust on March 5, 1999 and April
6, 1999, but not including the additional accounts scheduled to be added to the
Trust on May 4, 1999), as of the close of business on February 28, 1999,
consisted of $34,408,111,193 of Principal Receivables and $1,136,474,404 of
finance charge receivables. On the closing date, the Transferor will deposit
$ 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 1999-3. The accounts, including such additional accounts,
had an average principal receivable balance of $1,342 (including accounts with a
zero balance) and an average credit limit of $8,252. The percentage of the
aggregate total receivable balance to the aggregate total credit limit was
16.8%.
As of February 28, 1999, 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 territories and
possessions. As of February 28, 1999, 71% of the accounts, including such
additional accounts, were premium accounts and 29% were standard accounts, and
the aggregate principal receivable balances of premium
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<PAGE> 11
accounts and standard accounts, as a percentage of the aggregate total principal
receivables, were 83% and 17%, respectively.
The following tables summarize the Trust Portfolio (including the
additional accounts added to the Trust on March 5, 1999 and April 6, 1999, but
not including the additional accounts scheduled to be added to the Trust on May
4, 1999) by various criteria as of the close of the business on February 28,
1999. 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 PERCENTAGE OF
TOTAL TOTAL
NUMBER OF NUMBER AMOUNT OF AMOUNT OF
ACCOUNT BALANCE ACCOUNTS OF ACCOUNTS RECEIVABLES RECEIVABLES
- --------------- ---------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Credit Balance...................... 349,549 1.4% $ (69,026,527) (0.2)%
No Balance.......................... 12,925,470 50.4 -- --
$0.01 to $2,000.00.................. 6,795,796 26.5 4,136,239,801 11.6
$2,000.01 to $5,000.00.............. 3,069,982 12.0 10,610,094,438 29.9
$5,000.01 to $10,000.00............. 1,959,141 7.6 13,608,677,955 38.3
$10,000.01 or More.................. 541,365 2.1 7,258,599,930 20.4
---------- ----- --------------- -----
TOTAL.......................... 25,641,303 100.0% $35,544,585,597 100.0%
========== ===== =============== =====
</TABLE>
COMPOSITION BY CREDIT LIMIT
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
TOTAL TOTAL
NUMBER OF NUMBER AMOUNT OF AMOUNT OF
CREDIT LIMIT RANGE ACCOUNTS OF ACCOUNTS RECEIVABLES RECEIVABLES
- ------------------ ---------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
$0.00 to $2,000.00.................. 2,653,024 10.3% $ 860,542,228 2.4%
$2,000.01 to $5,000.00.............. 6,139,503 23.9 6,504,790,063 18.3
$5,000.01 to $10,000.00............. 9,146,037 35.8 13,308,617,521 37.5
$10,000.01 or More.................. 7,702,739 30.0 14,870,635,785 41.8
---------- ----- --------------- -----
TOTAL.......................... 25,641,303 100.0% $35,544,585,597 100.0%
========== ===== =============== =====
</TABLE>
COMPOSITION BY PERIOD OF DELINQUENCY
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
TOTAL TOTAL
NUMBER OF NUMBER AMOUNT OF AMOUNT OF
PAYMENT STATUS (DAYS CONTRACTUALLY DELINQUENT) ACCOUNTS OF ACCOUNTS RECEIVABLES RECEIVABLES
- ---------------------------------------------- ---------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Not Delinquent........................... 24,876,935 97.0% $32,380,923,559 91.2%
Up to 34 Days............................ 450,988 1.8 1,685,617,700 4.7
35 to 64 Days............................ 112,942 0.4 503,874,997 1.4
65 to 94 Days............................ 71,734 0.3 331,973,986 0.9
95 or More Days.......................... 128,704 0.5 642,195,355 1.8
---------- ----- --------------- -----
TOTAL............................... 25,641,303 100.0% $35,544,585,597 100.0%
========== ===== =============== =====
</TABLE>
11
<PAGE> 12
COMPOSITION OF ACCOUNTS BY AGE
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
TOTAL TOTAL
NUMBER OF NUMBER AMOUNT OF AMOUNT OF
ACCOUNT AGE ACCOUNTS OF ACCOUNTS RECEIVABLES RECEIVABLES
- ----------- ---------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Less than or equal to 6 Months...... 3,482,548 13.6% $ 5,072,921,444 14.3%
Over 6 Months to 12 Months.......... 3,457,486 13.5 4,551,563,215 12.8
Over 12 Months to 24 Months......... 6,868,768 26.8 8,760,985,861 24.6
Over 24 Months to 36 Months......... 3,390,187 13.2 4,372,193,519 12.3
Over 36 Months to 48 Months......... 2,891,394 11.3 4,897,820,474 13.8
Over 48 Months to 60 Months......... 2,721,256 10.6 3,714,697,139 10.5
Over 60 Months...................... 2,829,664 11.0 4,174,403,945 11.7
---------- ----- --------------- -----
TOTAL.......................... 25,641,303 100% $35,544,585,597 100.0%
========== ===== =============== =====
</TABLE>
12
<PAGE> 13
COMPOSITION BY GEOGRAPHIC DISTRIBUTION
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF AMOUNT OF AMOUNT OF
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
- ----- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Alabama................................................... 301,890 1.2% $434,352,184 1.2%
Alaska.................................................... 52,903 0.2 94,557,994 0.3
Arizona................................................... 448,517 1.7 637,861,928 1.8
Arkansas.................................................. 205,544 0.8 277,431,705 0.8
California................................................ 2,882,931 11.3 4,491,869,004 12.7
Colorado.................................................. 488,748 1.9 651,499,458 1.8
Connecticut............................................... 381,987 1.5 549,561,381 1.5
Delaware.................................................. 80,494 0.3 110,829,358 0.3
District of Columbia...................................... 42,622 0.2 66,759,318 0.2
Florida................................................... 1,591,482 6.2 2,220,528,870 6.2
Georgia................................................... 577,622 2.3 883,256,951 2.5
Hawaii.................................................... 104,623 0.4 169,596,231 0.5
Idaho..................................................... 114,403 0.4 158,488,078 0.4
Illinois.................................................. 1,164,706 4.5 1,548,900,616 4.4
Indiana................................................... 585,821 2.3 728,004,656 2.0
Iowa...................................................... 72,507 0.3 93,673,426 0.3
Kansas.................................................... 240,106 0.9 316,670,689 0.9
Kentucky.................................................. 415,919 1.6 459,645,797 1.3
Louisiana................................................. 419,933 1.6 568,194,785 1.6
Maine..................................................... 103,928 0.4 138,197,473 0.4
Maryland.................................................. 509,328 2.0 785,040,898 2.2
Massachusetts............................................. 701,523 2.7 907,479,881 2.6
Michigan.................................................. 815,463 3.2 1,149,954,453 3.2
Minnesota................................................. 387,675 1.5 444,551,867 1.3
Mississippi............................................... 172,794 0.7 237,765,882 0.7
Missouri.................................................. 476,905 1.9 614,792,082 1.7
Montana................................................... 91,693 0.4 123,492,536 0.3
Nebraska.................................................. 159,438 0.6 176,016,215 0.5
Nevada.................................................... 190,897 0.7 325,185,232 0.9
New Hampshire............................................. 118,014 0.5 167,092,349 0.5
New Jersey................................................ 878,935 3.4 1,233,289,596 3.5
New Mexico................................................ 153,313 0.6 220,863,540 0.6
New York.................................................. 1,709,047 6.7 2,413,832,923 6.8
North Carolina............................................ 556,650 2.2 752,547,704 2.1
North Dakota.............................................. 56,420 0.2 64,585,415 0.2
Ohio...................................................... 1,459,078 5.7 1,765,000,819 5.0
Oklahoma.................................................. 380,539 1.5 507,175,332 1.4
Oregon.................................................... 371,711 1.4 511,700,942 1.4
Pennsylvania.............................................. 1,144,177 4.5 1,369,336,127 3.9
Rhode Island.............................................. 102,575 0.4 140,613,012 0.4
South Carolina............................................ 266,802 1.0 352,980,186 1.0
South Dakota.............................................. 59,069 0.2 73,757,331 0.2
Tennessee................................................. 381,113 1.5 476,738,489 1.3
Texas..................................................... 2,157,135 8.4 3,278,487,304 9.2
Utah...................................................... 203,790 0.8 241,155,043 0.7
Vermont................................................... 54,589 0.2 75,416,325 0.2
Virginia.................................................. 628,539 2.5 922,495,157 2.6
Washington................................................ 612,020 2.4 905,551,186 2.5
West Virginia............................................. 181,122 0.7 231,279,368 0.7
Wisconsin................................................. 262,217 1.0 297,488,798 0.8
Wyoming................................................... 52,003 0.2 67,149,438 0.2
Other U.S. territories.................................... 70,043 0.3 111,890,265 0.3
---------- ----- --------------- -----
TOTAL............................................. 25,641,303 100.0% $35,544,585,597 100.0%
========== ===== =============== =====
</TABLE>
Since the largest number of cardholders (based on billing addresses) whose
accounts were included in the Trust as of February 28, 1999 were in California,
Texas, New York, Florida and Ohio, adverse changes in the economic conditions in
these areas could have a direct impact on the timing and amount of payments on
the Certificates.
13
