<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
---------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 1998
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 33-99362
-----------------------------
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)
Laws of the United States 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) 594-4000
Securities registered pursuant to Section 12(b) of the Act: NONE
<TABLE>
<S> <C>
Securities registered pursuant to Section 12(g) of the Act:
Series 1993-3, Floating Rate Asset Backed Certificates
Series 1994-4, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1994-6, 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 1995-5, 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
Series 1997-5, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-6, Class A 6.42% Asset Backed Certificates and Class B 6.58% Asset Backed Certificates
Series 1997-7, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-8, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-9, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-10, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-1, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-3, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-4, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-5, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-6, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-7, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-8, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-9, Class A 5.28% Asset Backed Certificates and Class B 5.55% Asset Backed Certificates
</TABLE>
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, N.A.
FIRST USA CREDIT CARD MASTER TRUST
1998 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE
----
Introductory Note ....................................................... 3
PART I
PAGE
----
ITEM 1. Business...................................................... 5
ITEM 2. Properties.................................................... 5
ITEM 3. Legal Proceedings............................................. 9
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 7A. Quantitative and Qualitative Disclosures About Market Risk.... 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................ 47
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ................................................. 48
SIGNATURES
Signatures .............................................................. 49
2
<PAGE>
Introductory Note
-----------------
First USA Bank, National Association (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"):
Supplement Dated as of
---------- -----------
1993-3 October 1, 1993
1994-4 June 1, 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
1995-5 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
1997-5 August 7, 1997
1997-6 September 9, 1997
1997-7 September 9, 1997
1997-8 September 23, 1997
1997-9 October 9, 1997
1997-10 December 23, 1997
1998-1 May 21, 1998
1998-3 June 25, 1998
1998-4 July 22, 1998
1998-5 August 27, 1998
1998-6 August 27, 1998
1998-7 September 17, 1998
1998-8 September 17, 1998
1998-9 December 22, 1998
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."
3
<PAGE>
The Bank is a wholly-owned subsidiary of First USA Financial, Inc., which is a
wholly-owned subsidiary of BANK ONE CORPORATION ("BANK ONE").
On July 1, 1998, the Bank converted its charter from that of a Delaware state
chartered banking corporation to a national banking association and accordingly
changed its name from "First USA Bank" to "First USA Bank, National
Association."
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.
In connection with such merger, the Bank, in its capacity as Servicer of the
First USA Credit Card Master Trust (the "Trust"), changed the independent
accountants for the Trust from PricewaterhouseCoopers LLP (formerly "Coopers &
Lybrand L.L.P.") ("PWC"), to Arthur Andersen LLP ("AA"), historically engaged by
First Chicago NBD Corporation ("FCNBD"). BANK ONE has selected AA as the
certifying accountant for the merged entity. Selection of AA as the certifying
accountant was recommended to the BANC ONE Audit Committee on July 20, 1998.
The BANC ONE Audit Committee approved the selection and so reported to the BANC
ONE Board of Directors on July 21, 1998. The sole reason for the change of the
independent accountants for the Trust was to align the independent accountants
of the Trust with those of BANK ONE.
In addition to the issuance of the Certificates described above, the First USA
Credit Card Master Trust has issued the following interests in the Trust:
. 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.
. 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.
. Class A Floating Rate Asset Backed Certificates and Class B Floating Rate
Asset Backed Certificated issued pursuant to the Agreement and the Series
1998-2 Supplement dated as of May 21, 1998.
. Collateral Invested Amounts, CIA Certificates and Excess Collateral which
represent credit enhancement to certain series were issued pursuant to the
Agreement and the related series Supplements.
4
<PAGE>
The First USA Credit Card Master Trust has made the following final payments
with respect to the following Series:
. The final payment with respect to Series 1993-1 Asset Backed Certificates
and the Series 1995-3 Asset Backed Certificates issued by the First USA
Credit Card Master Trust were made on May 15, 1998 and the final payment
with respect to the Series 1995-4 Asset Backed Certificates issued by the
First USA Credit Card Master Trust was made on September 15, 1998.
Therefore information with respect to such certificates is not included in
this report.
. The final payment for the Asset Backed Variable Funding Certificate issued
pursuant to the Agreement and the Series 1994-2 Supplement dated as of
April 14, 1994 was made on May 15, 1998.
. The final payment for the Floating Rate Asset Backed Certificates, Series
1996-E1, issued pursuant to the Agreement and the Series 1996-E1 Supplement
dated as of May 2, 1996 was made on October 15, 1998.
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, National Association (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") or any class of such Series (a "Class"). The
term "Enhancement" means, with respect to any Series or Class, 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 or Class.
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
- ----------------------------
* VISA(R) and MasterCard(R) and are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
5
<PAGE>
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 have arisen and will 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 December 31, 1998, (including
the Additional Accounts added to the Trust on January 12, 1999 and February 5,
1999), consisted of $35,065,862,188 of Principal Receivables and $1,144,133,678
of Finance Charge Receivables. As of December 31, 1998, 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.
The following tables summarize the Trust Portfolio by various criteria as of the
close of business on December 31, 1998 (including the Additional Accounts added
to the Trust on January 12, 1999 and February 5, 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 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............................... 329,144 1.3% $ (62,291,663) (0.2)%
No Balance................................... 12,354,156 49.2 0 0.0
$0.01 to $2,000.00........................... 6,791,727 27.0 4,348,212,711 12.0
$2,000.01 to $5,000.00....................... 3,124,391 12.4 10,766,959,561 29.7
$5,000.01 to $10,000.00...................... 1,997,868 7.9 13,851,246,396 38.3
$10,000.01 or More........................... 546,117 2.2 7,305,868,862 20.2
---------- ----- --------------- -----
TOTAL.............................. 25,143,403 100.0% $36,209,995,867 100.0%
========== ===== =============== =====
</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........................... 2,593,665 10.3% $ 848,522,740 2.3%
$2,000.01 to $5,000.00....................... 5,799,165 23.1 6,361,580,464 17.6
$5,000.01 to $10,000.00...................... 9,059,406 36.0 13,504,786,692 37.3
$10,000.01 or More........................... 7,691,167 30.6 15,495,105,971 42.8
---------- ----- --------------- -----
TOTAL.............................. 25,143,403 100.0% $36,209,995,867 100.0%
========== ===== =============== =====
</TABLE>
6
<PAGE>
Composition by Period of Delinquency
Trust Portfolio
<TABLE>
<CAPTION>
Percentage
Period of Delinquency of Total Percentage of
(Days Contractually Number of Number of Amount of Total Amount of
Delinquent) Accounts Accounts Receivables Receivables
---------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Not Delinquent............................... 24,350,258 96.8% $32,975,088,960 91.0%
Up to 34 Days................................ 490,557 2.0 1,837,702,876 5.1
35 to 64 Days................................ 111,006 0.4 472,620,306 1.3
65 to 94 Days................................ 67,563 0.3 309,357,428 0.9
95 or More Days.............................. 124,019 0.5 615,226,297 1.7
---------- ----- --------------- -----
TOTAL.............................. 25,143,403 100.0% $36,209,995,867 100.0%
========== ===== =============== =====
</TABLE>
Composition of Accounts by Age
Trust Portfolio
<TABLE>
<CAPTION>
Percentage
of Total Percentage of
Number of Number of Amount of Total Amount of
Account Age Accounts Accounts Receivables Receivables
----------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Less than or equal to 6 Months............... 3,316,600 13.2% $ 4,972,619,987 13.7%
Over 6 Months to 12 Months................... 3,600,000 14.3 4,790,272,593 13.2
Over 12 Months to 24 Months.................. 6,438,592 25.6 8,744,660,697 24.1
Over 24 Months to 36 Months.................. 3,486,795 13.9 4,951,268,815 13.7
Over 36 Months to 48 Months.................. 2,974,412 11.8 4,956,358,266 13.7
Over 48 Months to 60 Months.................. 2,736,340 10.9 3,826,937,214 10.6
Over 60 Months............................... 2,590,664 10.3 3,967,878,295 11.0
---------- ----- --------------- -----
TOTAL.............................. 25,143,403 100.0% $36,209,995,867 100.0%
========== ===== =============== =====
</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........................................ 292,526 1.2% $ 435,955,578 1.2%
Alaska......................................... 51,314 0.2 95,068,658 0.3
Arizona........................................ 437,880 1.7 649,670,568 1.8
Arkansas....................................... 200,356 0.8 281,031,992 0.8
California..................................... 2,821,620 11.2 4,590,676,984 12.8
Colorado....................................... 478,621 1.9 665,729,141 1.8
Connecticut.................................... 369,857 1.5 549,073,346 1.5
Delaware....................................... 77,571 0.3 110,392,402 0.3
District of Columbia........................... 42,317 0.2 69,180,230 0.2
Florida........................................ 1,565,628 6.2 2,269,153,448 6.3
Georgia........................................ 565,996 2.3 904,666,753 2.5
Hawaii......................................... 100,887 0.4 172,470,743 0.5
Idaho.......................................... 110,774 0.4 160,984,329 0.4
</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>
Illinois....................................... 1,143,276 4.5 1,589,071,937 4.4
Indiana........................................ 570,538 2.3 737,878,812 2.0
Iowa........................................... 59,165 0.2 73,416,440 0.2
Kansas......................................... 231,937 0.9 321,350,881 0.9
Kentucky....................................... 408,977 1.6 467,753,253 1.3
Louisiana...................................... 413,029 1.6 585,766,175 1.6
Maine.......................................... 100,936 0.4 138,928,241 0.4
Maryland....................................... 498,886 2.0 795,974,984 2.2
Massachusetts.................................. 707,463 2.8 925,624,422 2.6
Michigan....................................... 793,515 3.2 1,163,559,671 3.2
Minnesota...................................... 371,476 1.5 445,306,591 1.2
Mississippi.................................... 168,709 0.7 240,926,009 0.7
Missouri....................................... 462,599 1.8 621,012,997 1.7
Montana........................................ 88,635 0.4 126,718,092 0.3
Nebraska....................................... 154,717 0.6 179,480,848 0.5
Nevada......................................... 184,998 0.7 328,339,775 0.9
New Hampshire.................................. 115,270 0.5 171,109,462 0.5
New Jersey..................................... 865,739 3.4 1,269,179,391 3.5
New Mexico..................................... 150,261 0.6 227,751,164 0.6
New York....................................... 1,679,650 6.7 2,467,904,280 6.8
North Carolina................................. 546,264 2.2 766,447,175 2.1
North Dakota................................... 54,640 0.2 64,466,847 0.2
Ohio........................................... 1,446,848 5.8 1,818,620,929 5.0
Oklahoma....................................... 377,801 1.5 522,419,008 1.4
Oregon......................................... 363,044 1.4 519,063,043 1.4
Pennsylvania................................... 1,122,995 4.5 1,389,812,905 3.8
Rhode Island................................... 100,006 0.4 141,986,402 0.4
South Carolina................................. 263,246 1.0 358,311,673 1.0
South Dakota................................... 56,973 0.2 74,327,708 0.2
Tennessee...................................... 365,594 1.5 482,398,355 1.3
Texas.......................................... 2,153,782 8.6 3,373,524,737 9.4
Utah........................................... 200,463 0.8 247,206,083 0.7
Vermont........................................ 52,835 0.2 76,438,202 0.2
Virginia....................................... 614,762 2.4 938,605,450 2.6
Washington..................................... 596,191 2.4 917,894,809 2.5
West Virginia.................................. 177,009 0.7 236,217,227 0.7
Wisconsin...................................... 247,687 1.0 270,266,311 0.7
Wyoming........................................ 49,856 0.2 67,160,842 0.2
Other U.S. territories and possessions......... 68,284 0.3 113,720,564 0.3
---------- ----- --------------- -----
TOTAL................................ 25,143,403 100.0% $36,209,995,867 100.0%
========== ===== =============== =====
</TABLE>
Since the largest number of cardholders (based on billing addresses) whose
accounts were included in the Trust as of December 31, 1998, 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.
The aggregate amount of Receivables written off during the twelve-month
reporting period was $1,465,748,650 and represented approximately 5.17% of the
average Receivables balance outstanding
8
<PAGE>
during such period. The investor percentage of Principal Receivables written off
(the "Investor Default Amount") during the reporting period was $1,286,896,209.
The Investor Default Amount as a percentage of the average invested amount
outstanding during the reporting period was approximately 5.14%.
ITEM 3. LEGAL PROCEEDINGS
The Bank has been named as a defendant in four class action lawsuits filed in
late 1997 by cardmembers of the Bank. These actions were filed in the Superior
Court of the State of Delaware, New Castle County, the Circuit Court of
Multnomah County, Oregon, the United States District Court for the Western
District of Washington and in the 14th District Court of Dallas County, Texas.
The plaintiffs in all four cases contend that they 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 fair
dealing and fraud. The court granted summary judgment in the favor of the Bank
in the Delaware case in April 1998 and the court in Oregon entered partial
summary judgment in favor of the Bank in May 1998. These cases are in various
stages of motion and discovery practice. The Bank believes that these claims
are without merit and intends to vigorously defend against all claims. While it
is impossible to predict the outcome of these matters, the Bank believes that
any liability arising from these matters will not have a material adverse effect
on the Transferor's business or on the Receivables of the Trust.
The Bank has been named as a defendant in a class action lawsuit filed in the
United States District Court for the District of Delaware against the Bank
alleging that the Bank charged convenience check fees in a manner contrary to
representations made in the Bank's solicitations. Although this matter is at a
preliminary stage, the Bank believes that it is without merit and the Bank
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 effect on the Transferor's business or
on the Receivables of the Trust.
The Bank has been named as a defendant in a class action lawsuit filed in
December 1998 in the United States District Court for the Northern District of
Illinois alleging that the Bank, in one of its direct mail solicitations,
violated Federal and state prohibitions against the mailing of unsolicited
credit cards. Although this matter is at a preliminary stage, the Bank believes
that it is without merit and the Bank 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 of the Trust.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
9
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of December 31, 1998, the number of holders of record identified by the
Depository Trust Company for the respective Series is as follows:
Investor Certificate Description Record Holders
- --------------------------------------------------------------------------------
Series 1993-3 10
Series 1994-4 Class A 16
Series 1994-4 Class B 3
Series 1994-6 Class A 15
Series 1994-6 Class B 4
Series 1994-7 Class A 13
Series 1994-7 Class B 5
Series 1994-8 Class A 9
Series 1994-8 Class B 3
Series 1995-1 Class A 18
Series 1995-2 Class A 17
Series 1995-5 Class A 29
Series 1995-5 Class B 2
Series 1995-6 Class A 9
Series 1995-6 Class B 5
Series 1996-1 Class A 11
Series 1996-1 Class B 12
Series 1996-2 Class A 31
Series 1996-2 Class B 3
Series 1996-4 Class A 12
Series 1996-4 Class B 3
Series 1996-6 Class A 14
Series 1996-6 Class B 7
Series 1996-8 Class A 10
Series 1996-8 Class B 4
Series 1997-1 Class A 13
Series 1997-1 Class B 5
Series 1997-2 Class A 11
Series 1997-2 Class B 6
10
<PAGE>
Investor Certificate Description Record Holders
- --------------------------------------------------------------------------------
Series 1997-3 Class A 17
Series 1997-3 Class B 1
Series 1997-4 Class A 8
Series 1997-4 Class B 3
Series 1997-5 Class A 14
Series 1997-5 Class B 2
Series 1997-6 Class A 67
Series 1997-6 Class B 34
Series 1997-7 Class A 6
Series 1997-7 Class B 3
Series 1997-8 Class A 8
Series 1997-8 Class B 2
Series 1997-9 Class A 4
Series 1997-9 Class B 1
Series 1997-10 Class A 30
Series 1997-10 Class B 2
Series 1998-1 Class A 35
Series 1998-1 Class B 3
Series 1998-3 Class A 11
Series 1998-3 Class B 5
Series 1998-4 Class A 21
Series 1998-4 Class B 5
Series 1998-5 Class A 12
Series 1998-5 Class B 3
Series 1998-6 Class A 3
Series 1998-6 Class B 3
Series 1998-7 Class A 14
Series 1998-7 Class B 3
Series 1998-8 Class A 1
Series 1998-8 Class B 2
Series 1998-9 Class A 37
Series 1998-9 Class B 13
There is no established public market in which the Certificates are traded.
11
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
Not applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BANK ONE continues to execute project plans established by its predecessor
companies to assure Year 2000 readiness. Project costs are estimated to reach
$350 million over the life of the project. Year 2000 costs incurred through
year-end 1998 were approximately $235 million.
The inventory and assessment phase has been completed for all information and
non-information technology. At December 31, 1998, 87% of BANK ONE's affected
information technology applications were tested and returned to production. BANK
ONE expects that all information technology applications, systems and equipment
will be Year 2000 compliant by mid-1999. Ongoing facilities and equipment
improvements are expected to result in Year 2000 readiness for non-information
systems technology by mid-1999.
Year 2000 readiness is highly dependent on external entities and is not limited
to operating risk. BANK ONE is working extensively with external entities to
ensure that their systems will be Year 2000 compliant; however, BANK ONE bears
risk and could be adversely affected if outside parties, such as customers,
vendors, utilities and government agencies, do not appropriately address Year
2000 readiness issues. In addition, BANK ONE may have increased credit risk
related to customers whose ability to repay debt is impaired due to Year 2000
readiness costs or risk or whose collateral becomes impaired due to lack of Year
2000 readiness.
Detailed contingency plans exist for critical business system applications to
mitigate potential problems or delays associated with systems replacements or
vendor delivery dates. Critical business processes have been identified, and the
most reasonable recovery strategies have been selected. Contingency plans have
been documented and validated for effectiveness. BANK ONE will continue to
review and validate the scope and content of its contingency plans throughout
1999.
ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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
(a) 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 1993-3 investor certificates as
of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ -----------
Bank of New York (The) 266,740 35.57%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank 264,555 35.27%
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 119,590 15.95%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
- ---------------------
Beneficial owners of more than 5% of the Series 1994-4 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ -----------
CLASS A
- -------
Bankers Trust Company 121,965 16.79%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
13
<PAGE>
Boston Safe Deposit and Trust Company 131,385 18.09%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 219,670 30.24%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 67,625 9.31%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 97,800 13.46%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Boston Safe Deposit and Trust Company 25,000 44.21%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Bankers Trust / Investment Account 9,950 17.59%
16 Wall Street, 5th Floor
New York, NY 10005
Citibank, N.A. 21,600 38.20%
P.O. Box 30576
Tampa, FL 33630-3576
- --------------------------------------------
Beneficial owners of more than 5% of the Series 1994-6 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 66,275 8.84%
925 Patterson Plank Road
Secaucus, NJ 07094
14
<PAGE>
Bankers Trust Company 49,800 6.64%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 227,575 30.34%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 230,650 30.75%
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank Correspondence 39,025 5.20%
Clearing Services
4 New York Plaza
New York, NY 10004
Citibank, N.A. 63,000 8.40%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 53,600 7.15%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1361
CLASS B
- -------
Boston Safe Deposit and Trust Company 16,480 28.23%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 8,300 14.22%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 31,600 54.13%
P.O. Box 30576
Tampa, FL 33630-3576
- -------------------------
15
<PAGE>
Beneficial owners of more than 5% of the Series 1994-7 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
CLASS A
- -------
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 163,000 21.73%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 97,700 13.03%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 40,500 5.40%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 60,500 8.07%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 42,250 5.63%
P.O. Box 30576
Tampa, FL 33630-3576
Prudential Securities Custody 55,000 7.33%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company 206,350 27.51%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Bankers Trust Company 18,735 31.90%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
16
<PAGE>
Boston Safe Deposit and Trust Company 5,000 8.51%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 5,000 8.51%
4 New York Plaza, 13th Floor
New York, NY 10004
Fuji Bank and Trust Company (The) 25,000 42.57%
2 World Trade Center, 81st Floor
New York, NY 10048
Harris Trust & Savings Bank 5,000 8.51%
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
- ---------------------------------
Beneficial owners of more than 5% of the Series 1994-8 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 60,500 12.10%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank 173,700 34.74%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 55,000 11.00%
P.O. Box 30576
Tampa, FL 33630-3576
Fuji Bank and Trust Company (The) 35,000 7.00%
2 World Trade Center, 81st Floor
New York, NY 10048
Northern Trust Company (The) 25,000 5.00%
801 S. Canal C-IN
Chicago, IL 60607
17
<PAGE>
State Street Bank and Trust Company 149,300 29.86%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Bank of New York (The) 10,000 25.54%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 8,657 22.11%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 20,500 52.35%
P.O. Box 30576
Tampa, FL 33630-3576
- ---------------------------------
Beneficial owners of more than 5% of the Series 1995-1 Class A investor
certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bankers Trust Company 86,690 8.67%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Barclays Global Investors, N.A. 100,000 10.00%
45 Fremont Street, 33rd Floor
San Francisco, CA 94105
Chase Manhattan Bank 497,320 49.73%
4 New York Plaza, 13th Floor
New York, NY 10004
18
<PAGE>
Northern Trust Company (The) 95,000 9.50%
801 S. Canal C-IN
Chicago, IL 60607
Prudential Securities Custody 95,000 9.50%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
- ---------------------------------
Beneficial owners of more than 5% of the Series 1995-2 Class A investor
certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 46,700 7.08%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 143,025 21.67%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 181,114 27.44%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 57,950 8.78%
P.O. Box 30576
Tampa, FL 33630-3576
Fuji Bank and Trust Company (The) 40,000 6.06%
2 World Trade Center, 81st Floor
New York, NY 10048
Merrill Lynch, Pierce, Fenner & Smith, 39,000 5.91%
Inc.
- - Debt. Sec.
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
19
<PAGE>
State Street Bank and Trust Company 35,445 5.37%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1995-5 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 62,895 12.58%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 126,535 25.31%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 117,389 23.48%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank N.A. 63,205 12.64%
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company (The) 35,705 7.14%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 58,656 11.73%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Chase Manhattan Bank 10,180 22.53%
4 New York Plaza, 13th Floor
New York, NY 10004
20
<PAGE>
NDB Bank Municipal Bond Department 35,000 77.47%
Attention: Securities Department
611 Woodward Avenue
Detroit, MI 48226
- -------------------------------------------
Beneficial owners of more than 5% of the Series 1995-6 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 351,000 28.19%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 137,255 11.02%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 91,500 7.35%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 186,890 15.01%
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank, Trust 229,500 18.43%
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 241,355 19.39%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
21
<PAGE>
CLASS B
- -------
Chase Manhattan Bank 46,000 40.89%
4 New York Plaza, 13th Floor
New York, NY 10004
NDB Bank Municipal Bond Department 25,000 22.22%
Attention: Securities Department
611 Woodward Avenue
Detroit, MI 48226
Swiss American Securities Inc. 33,000 29.33%
100 Wall Street
New York, NY 10005
- ------------------
Beneficial owners of more than 5% of the Series 1996-1 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 79,715 10.63%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 139,775 18.64%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 100,000 13.33%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 105,000 14.00%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 50,000 6.67%
P.O. Box 30576
Tampa, FL 33630-3576
22
<PAGE>
Northern Trust Company (The) 53,000 7.07%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 161,760 21.59%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Boston Safe Deposit and Trust Company 5,000 7.38%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 23,720 35.00%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank N.A. 15,000 22.13%
P.O. Box 30576
Tampa, FL 33630-3576
Harris Trust & Savings Bank 5,000 7.38%
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
SSB-Bank Portfolio 10,000 14.76%
225 Franklin Street
Boston, MA 02110
- -----------------------------------------
23
<PAGE>
Beneficial owners of more than 5% of the Series 1996-2 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
BNY/ITC--Dealers Clearance Special 40,000 6.67%
c/o N.A. Schapiro & Co. Inc.
One Chase Manhattan Plaza, 58th Floor
New York, NY 10005
Chase Manhattan Bank 94,870 15.81%
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank Correspondence 78,667 13.11%
Clearing Services
4 New York Plaza
New York , NY 10004
Chase Manhattan Bank, Trust 117,798 19.63%
4 New York Plaza, 13th Floor
New York, NY 10004
IBJ Whitehall Bank & Trust Company 44,320 7.39%
One State Street Plaza
New York, NY 10004
J.P. Morgan Securities Inc., SL 87,506 14.58%
60 Wall Street, 6th Floor
New York, NY 10260
State Street Bank and Trust Company 45,835 7.64%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Boston Safe Deposit and Trust Company 29,300 53.96%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
24
<PAGE>
Brown Brothers Harriman & Co. 20,000 36.83%
63 Wall Street, 8th Floor
New York, NY 10005
Citibank, N.A. 5,000 9.21%
P.O. Box 30576
Tampa, FL 33630-3576
- ----------------------------------------
Beneficial owners of more than 5% of the Series 1996-4 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 109,590 21.92%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 70,410 14.08%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 57,000 11.40%
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank Correspondence 25,000 5.00%
Clearing Services
4 New York Plaza
New York, NY 10004
Citibank, N.A. 68,000 13.60%
P.O. Box 30576
Tampa, FL 33630-3576
DB Clearing Services 46,700 9.34%
(Deutsche Morgan Grenfell)
175 Water Street
New York, NY 10038
25
<PAGE>
Harris Trust & Savings Bank 69,300 13.86%
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
CLASS B
- -------
ABN AMRO Incorporated/Bond Trading 26,930 59.61%
181 W. Madison
Chicago, IL 60603
Boston Safe Deposit and Trust Company 16,050 35.52%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
- ------------------------
Beneficial owners of more than 5% of the Series 1996-6 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 131,662 15.26%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Bank of Texas, N.A. 397,230 46.05%
P.O. Box 2558
Houston, TX 77252-2558
Chase Manhattan Bank 183,408 21.26%
4 New York Plaza, 13th Floor
New York, NY 10004
Swiss American Securities Inc. 66,000 7.65%
100 Wall Street
New York, NY 10005
26
<PAGE>
CLASS B
- -------
Bank of New York (The) 10,000 12.82%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 28,230 36.19%
4 New York Plaza, 13th Floor
New York, NY 10004
NDB Bank Municipal Bond Department 5,000 6.41%
Attention: Securities Department
611 Woodward Avenue
Detroit, MI 48226
Nomura International Trust Company 10,342 13.26%
10 Exchange Place, Suite 1606
Jersey City, NJ 07302
Swiss American Securities Inc. 23,178 29.72%
100 Wall Street
New York, NY 10005
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1996-8 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Chase Manhattan Bank 43,000 10.75%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank N.A. 129,200 32.30%
P.O. Box 30576
Tampa, FL 33630-3576
Marine/Treasury Investments 35,000 8.75%
140 Broadway-Level A
New York, NY 10015
Morgan Stanley & Co. Incorporated 20,800 5.20%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
27
<PAGE>
Warburg Dillon Read LLC 141,500 35.38%
677 Washington Blvd.
Stamford, CT 06901
CLASS B
- -------
Bank of New York (The) 20,400 56.35%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 4,800 13.26%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 6,000 16.58%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 5,000 13.81%
P.O. Box 30576
Tampa, FL 33630-3576
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1997-1 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 59,745 7.97%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 124,196 16.56%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
28
<PAGE>
Chase Manhattan Bank 123,500 16.47%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 169,500 22.60%
P.O. Box 30576
Tampa, FL 33630-3576
Marine/Treasury Investments 51,228 6.83%
140 Broadway - Level A
New York, NY 10015
Swiss American Securities Inc. 44,500 5.93%
100 Wall Street
New York, NY 10005
CLASS B
- -------
Bankers Trust Company 27,490 40.56%
c/o BT Services Tennessee Inc.
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank 35,000 51.65%
4 New York Plaza, 13th Floor
New York, NY 10004
Nomura International Trust Company 4,200 6.20%
10 Exchange Place, Suite 1606
Jersey City, NJ 07302
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1997-2 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 62,000 12.40%
925 Patterson Plank Road
Secaucus, NJ 07094
29
<PAGE>
Bankers Trust Company 25,000 5.00%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 86,674 17.33%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 135,000 27.00%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 60,000 12.00%
P.O. Box 30576
Tampa, FL 33630-3576
Marine/Treasury Investments 47,959 9.59%
140 Broadway - Level A
New York, NY 10015
CLASS B
- -------
ABN AMRO Incorporated/Bond Trading 10,000 22.13%
181 W. Madison
Chicago, IL 60603
Bankers Trust Company 28,630 63.37%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Nomura International Trust Company 4,000 8.85%
10 Exchange Place, Suite 1606
Jersey City, NJ 07302
- -----------------------------------------
30
<PAGE>
Beneficial owners of more than 5% of the Series 1997-3 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Chase Manhattan Bank 56,700 11.34%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 25,000 5.00%
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company (The) 95,000 19.00%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 253,875 50.78%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Chase Manhattan Bank/Chemical 45,180 100.00%
4 New York Plaza, 13th Floor
New York, NY 10004
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1997-4 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Banque Nationale de Paris, New York 33,500 6.70%
Branch
200 Liberty Street, 20th Floor
New York, NY 10281
31
<PAGE>
Boston Safe Deposit and Trust Company 100,000 20.00%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Bank of Texas, N.A. 142,500 28.50%
P.O. Box 2558
Houston, TX 77252-2558
Chase Manhattan Bank 143,500 28.70%
4 New York Plaza, 13th Floor
New York, NY 10004
DB Clearing Services 52,000 10.40%
(Deutsche Morgan Grenfell)
175 Water Street
New York, NY 10038
CLASS B
- -------
Bankers Trust Company 20,000 44.27%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 20,180 44.66%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 5,000 11.07%
P.O. Box 30576
Tampa, FL 33630-3576
- -----------------------------------------
32
<PAGE>
Beneficial owners of more than 5% of the Series 1997-5 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 100,495 15.46%
925 Patterson Plank Road
Secaucus, NJ 07094
The Bank of New York/Barclays DeZoete 32,640 5.02%
Wedd Securities
One Wall Street, 4th Floor
New York, NY 10286
Chase Bank of Texas, N.A. 99,225 15.27%
P.O. Box 2558
Houston, TX 77252-2558
Chase Manhattan Bank 50,500 7.77%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 120,000 18.46%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 94,630 14.56%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Boston Safe Deposit and Trust Company 22,735 38.71%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 36,000 61.29%
4 New York Plaza, 13th Floor
New York, NY 10004
- -----------------------------------------
33
<PAGE>
Beneficial owners of more than 5% of the Series 1997-6 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 150,429 11.57%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 162,451 12.50%
c/o BT Services Tennessee In.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 88,080 6.78%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 315,340 24.26%
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 147,095 11.32%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Bank of New York (The) 64,204 54.66%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 8,340 7.10%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
- -----------------------------------------
34
<PAGE>
Beneficial owners of more than 5% of the Series 1997-7 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ --------------
CLASS A
- -------
Bank of New York (The) 327,500 65.50%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 67,000 13.40%
4 New York Plaza, 13th Floor
New York, NY 10004
Merrill Lynch, Pierce, Fenner & Smith, 100,000 20.00%
Inc. - Debt Sec.
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
CLASS B
- -------
Bankers Trust Company 35,930 79.53%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 9,000 19.92%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
- -----------------------------------------
35
<PAGE>
Beneficial owners of more than 5% of the Series 1997-8 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Chase Bank of Texas, N.A. 206,200 26.44%
P.O. Box 2558
Houston, TX 77252-2558
Chase Manhattan Bank 110,400 14.15%
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank, Trust 370,500 47.50%
4 New York Plaza, 13th Floor
New York, NY 10004
CLASS B
- -------
Bankers Trust Company 50,482 71.62%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
State Street Bank and Trust Company 20,000 28.38%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1997-9 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ----------
CLASS A
- -------
Bank of New York (The) 360,155 72.03%
925 Patterson Plank Road
Secaucus, NJ 07094
36
<PAGE>
Bankers Trust Company 70,000 14.00%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 44,000 8.80%
4 New York Plaza, 13th Floor
New York, NY 10004
Morgan Stanley & Co. Incorporated 25,845 5.17%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
CLASS B
- -------
Bankers Trust Company 45,180 100.00%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1997-10 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bankers Trust Company 153,895 21.99%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
37
<PAGE>
Boston Safe Deposit and Trust Company 67,690 9.67%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 201,600 28.80%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 53,500 7.64%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 167,125 23.88%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Boston Safe Deposit and Trust Company 10,000 15.81%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Swiss American Securities Inc. 53,253 84.19%
100 Wall Street
New York, NY 10005
- -----------------------------------------
38
<PAGE>
Beneficial owners of more than 5% of the Series 1998-1 Class A and Class B
investor certificates As of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 52,800 7.54%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company 123,000 17.57%
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
BNY/ITC-Dealers Clearance Special 50,000 7.14%
c/o N.A. Schapiro & Co. In.
One Chase Manhattan Plaza, 58th Floor
New York, NY 10005
Chase Manhattan Bank 310,275 44.33%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 70,700 10.10%
P.O. Box 30576
Tampa, FL 33630-3576
CLASS B
- -------
Bankers Trust Company 46,253 73.12%
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 12,000 18.97%
4 New York Plaza, 13th Floor
New York, NY 10004
SSB - Bank Portfolio 5,000 7.91%
225 Franklin Street
Boston, MA 02110
- -----------------------------------------
39
<PAGE>
Beneficial owners of more than 5% of the Series 1998-3 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 146,500 18.31%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 80,400 10.05%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 236,500 29.56%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 274,400 34.30%
4 New York Plaza, 13th Floor
New York, NY 10004
CLASS B
- -------
Boston Safe Deposit and Trust Company 10,289 14.23%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
BT Alex. Brown Incorporated-CP 5,000 6.92%
130 Liberty Street, 32nd Floor
New York, NY 10006
Chase Manhattan Bank 10,000 13.83%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 25,000 34.58%
P.O. Box 30576
Tampa, FL 33630-3576
40
<PAGE>
SSB-Bank Portfolio 22,000 30.43%
225 Franklin Street
Boston, MA 02110
- ---------------------------------
Beneficial owners of more than 5% of the Series 1998-4 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 47,250 6.75%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 146,825 20.98%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Banque Nationale de Paris, New York 50,000 7.14%
Branch
200 Liberty Street, 20th Floor
New York, NY 10281
Boston Safe Deposit and Trust Company 50,000 7.14%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 167,880 23.98%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 206,900 29.56%
P.O. Box 30576
Tampa, FL 33630-3576
41
<PAGE>
CLASS B
- -------
Bankers Trust Company 25,253 39.92%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 25,000 39.52%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 5,000 7.90%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 6,000 9.49%
P.O. Box 30576
Tampa, FL 33630-3576
- -------------------------------------------
Beneficial owners of more than 5% of the Series 1998-5 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ----------
CLASS A
- -------
Bank of New York (The) 65,000 10.00%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 38,100 5.86%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 93,500 14.38%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
42
<PAGE>
Chase Manhattan Bank 63,600 9.78%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 62,900 9.68%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 291,000 44.77%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Bankers Trust Company 33,735 57.44%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 20,000 34.05%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 5,000 8.51%
P.O. Box 30576
Tampa, FL 33630-3576
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1998-6 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Chase Bank of Texas, N.A. 265,000 33.13%
P.O. Box 2558
Houston, TX 77252-2558
43
<PAGE>
First Union National Bank 500,000 62.50%
1525 West W.T.
Harris Blvd. 3A4
Charlotte, NC 28288
CLASS B
- -------
Bankers Trust Company 42,000 58.10%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 30,000 41.50%
4 New York Plaza, 13th Floor
New York, NY 10004
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1998-7 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 121,350 16.18%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 78,000 10.40%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 135,000 18.00%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 58,500 7.80%
P.O. Box 30576
Tampa, FL 33630-3576
44
<PAGE>
Harris Trust & Savings Bank 46,750 6.23%
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
State Street Bank and Trust Company 174,150 23.22%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
CLASS B
- -------
Chase Manhattan Bank 24,000 35.41%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 25,000 36.89%
P.O. Box 30576
Tampa, FL 33630-3576
Salomon Smith Barney Inc./Salomon 18,770 27.70%
Brothers
333 W. 34th Street, 3rd Floor
New York, NY 10001
- -----------------------------------------
Beneficial owners of more than 5% of the Series 1998-8 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
SSB-Trust Custody 500,000 100.00%
225 Franklin Street, M4
Boston, MA 02110
CLASS B
- -------
Bankers Trust Company 42,180 93.36%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
45
<PAGE>
Harris Trust & Savings Bank 3,000 6.64%
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
- -------------------------------------------
Beneficial owners of more than 5% of the Series 1998-9 Class A and Class B
investor certificates as of December 31, 1998, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 87,025 13.39%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 269,950 41.53%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 51,125 7.86%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 33,250 5.12%
P.O. Box 30576
Tampa, FL 33630-3576
CLASS B
- -------
Bank of New York (The) 17,098 38.14%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 2,475 5.52%
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 10,070 22.46%
4 New York Plaza, 13th Floor
New York, NY 10004
46
<PAGE>
Citibank, N.A. 7,355 16.41%
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company (The) 2,750 6.13%
801 S. Canal C-IN
Chicago, IL 60607
- -----------------------------------------
(b) Not applicable
(c) Not applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
47
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) The following documents are filed as part of this Report:
3. Exhibits:
99.00 Independent Accountants' Reports of Arthur Andersen LLP
on Management's Assertions.
(b) Not applicable
(c) See item 14(a)3 above
(d) Not applicable
48
<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, on March 25, 1999.
FIRST USA BANK, NATIONAL ASSOCIATION
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 March 25, 1999.
Signature Title
--------- -----
/s/ Richard W. Vague Chairman of the Board and Chief Executive
----------------------------- Officer
Richard W. Vague (Principal Executive Officer)
/s/ George P. Hubley Executive Vice President, Chief Financial
----------------------------- Officer and Director
George P. Hubley (Principal Financial and Accounting Officer)
/s/ Randy L. Christofferson President and Director
-----------------------------
Randy L. Christofferson
/s/ Gary J. Marino Executive Vice President and Director
-----------------------------
Gary J. Marino
/s/ Roger S. Deacon Senior Vice President and Director
-----------------------------
Roger S. Deacon
49
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
Exhibit 99.00
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion that, as of December
31, 1998, First USA Bank, N.A. (the "Servicer") maintained effective internal
control over the servicing of receivables arising in consumer credit card
accounts for the First USA Credit Card Master Trust.
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 over the loan servicing
process, testing and evaluating the design and operating effectiveness of the
internal control, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
Because of inherent limitations in any internal control, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control over the loan servicing process to future
periods are subject to the risk that the internal control may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
In our opinion, management's assertion that the Servicer maintained effective
internal control over the servicing of receivables arising in consumer credit
card accounts for First USA Credit Card Master Trust as of December 31, 1998, is
fairly stated, in all material respects, based upon criteria established by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) as
described in Internal Control Integrated Framework. Such criteria and our
testing of management's assertion included the following:
Control Environment
- -------------------
Testing of controls in place to ensure the Pooling and Servicing Agreement and
related amendments have been approved by the appropriate parties.
Testing of controls in place to ensure segregation of Master Trust loans such to
indicate appropriate ownership.
<PAGE>
Risk Assessment
- ---------------
Testing of controls in place to ensure risk with respect to compliance with the
pooling and servicing agreement is appropriately addressed in a timely manner
when either specifics with respect to a transaction charge, or other issues or
concerns are identified.
Control Activities
- ------------------
Testing of controls in place to ensure approval of new additions to the Master
Trust by appropriate parties.
Testing of controls in place to ensure changes with respect to the status of an
account are made by authorized personnel only.
Testing of controls in place to ensure timely distribution of payments to
investors.
Information and Communication
- -----------------------------
Testing of controls in place to ensure accurate and complete reporting of
account information in the Monthly Servicer's Certificate.
Monitoring
- ----------
Testing of controls in place to ensure daily account activity is appropriately
reflected in the Master Trust.
Testing of controls in place to ensure appropriate review and approval of the
Monthly Servicer's Certificate.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 17, 1999
<PAGE>
ASSERTION BY FIRST USA BANK, N.A.
The management of First USA Bank, N.A. (the "Servicer") is responsible for
maintaining effective internal control over the loan servicing for consumer
credit card receivables in the First USA Credit Card Master Trust.
Management has performed an evaluation of the control environment and based on
this evaluation, management believes that the Servicer maintained effective
internal control over the loan servicing for consumer credit card receivables in
the First USA Credit Card Master Trust as of December 31, 1998, based upon
criteria established by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) as described in Internal Control--Integrated
Framework.
/s/ George P. Hubley /s/ Tracie H. Klein
- -------------------------------------- ------------------------------------
George P. Hubley Tracie H. Klein
Executive Vice President Vice President
Chief Financial Officer
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion about First USA Bank,
N.A.`s (the "Servicer") compliance with the covenants and conditions of Sections
2.06, 2.07, 2.08, 3.01(b), 3.04(a) and (b), 3.05, 3.06(a) and (b), 4.02(a), (b),
and (c), and 4.03 of the Pooling and Servicing Agreement dated as of September
1, 1992, as amended (the "Agreement"), for the respective Pooling and Servicing
Agreement Supplements, noted in Attachment 1 (the "Supplements"), related to
each Credit Card Master Trust Series listed, as amended from time to time
(together, the "Agreements") between the Servicer and The Bank of New York
(Delaware) (as Trustee for the various Certificateholders and Enhancement
Providers of the First USA Credit Card Master Trust) during the twelve months
ended December 31, 1998. Management is responsible for the Servicer's
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Company'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 Servicer'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.
As discussed in management's assertion, management, in providing its assertion
on compliance, assumed the accuracy of the reports prepared by the Servicer's
third party credit card processor and did not extend its assessment to the
relevant aspects of the Servicer's compliance that are the 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 these aspects of the
Servicer'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
these compliance aspects.
In our opinion, management's assertion that the Servicer complied with the
covenants and conditions of the sections of the Agreements referred to above for
the twelve months ended December 31, 1998 is fairly stated, in all material
respects.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 17, 1999
<PAGE>
ASSERTION BY FIRST USA BANK, N.A.
The management of First USA Bank, N.A. (the "Servicer") is responsible for
complying with the covenants and conditions of Sections 2.06, 2.07, 2.08,
3.01(b), 3.04(a) and (b), 3.05, 3.06(a) and (b), 4.02(a), (b), and (c), and 4.03
of the Pooling and Servicing Agreement, dated as of September 1, 1992, as
amended (the "Agreement") for the respective Pooling and Servicing Agreement
Supplements, noted in Attachment 1 (the "Supplements"), related to each Credit
Card Master Trust Series listed, as amended from time to time (together, the
"Agreements") between the Servicer and The Bank of New York (Delaware) (as
Trustee for the various Certificateholders and Enhancement Providers of the
First USA Credit Card Master Trust).
Management has performed an evaluation of the Servicer's compliance with the
Agreements and based on this evaluation management believes that the Servicer
has complied with the covenants and conditions of sections of the Agreements
referred to above for the twelve months ended December 31, 1998.
In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
and in accordance with Section 3.06(a) of the Agreement, our assessment does not
extend to these aspects of the Servicer's compliance that are the responsibility
of the third party credit card processor, and we do not express any form of
assurance on these compliance aspects.
/s/ George P. Hubley /s/ Tracie H. Klein
- ------------------------------------ ----------------------------------
George P. Hubley Tracie H. Klein
Executive Vice President Vice President
Chief Financial Officer
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
<TABLE>
<CAPTION>
Pooling &
Servicing
Agreement
Supplement
Credit Card Master Trust Series Date Compliance Period
- ----------------------------------------- ---------- -------------------
<S> <C> <C> <C>
First USA Credit Card Master Trust Series 1993-1 09/01/92 01/01/98-05/15/98
First USA Credit Card Master Trust Series 1993-3 10/01/93 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1994-2 04/14/94 01/01/98-05/15/98
First USA Credit Card Master Trust Series 1994-4 06/01/94 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1994-6 07/30/94 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1994-7 11/08/94 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1994-8 11/08/94 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1995-1 03/01/95 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1995-2 03/01/95 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1995-3 05/16/95 01/01/98-05/15/98
First USA Credit Card Master Trust Series 1995-4 09/14/95 01/01/98-09/15/98
First USA Credit Card Master Trust Series 1995-5 09/14/95 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1995-6 12/07/95 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1996-1 03/06/96 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1996-E1 05/02/96 01/01/98-10/15/98
First USA Credit Card Master Trust Series 1996-2 06/04/96 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1996-3 06/06/96 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1996-4 08/06/96 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1996-6 11/13/96 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1996-7 12/11/96 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1996-8 12/11/96 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-1 02/04/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-2 05/08/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-3 06/10/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-4 06/10/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-5 08/07/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-6 09/09/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-7 09/09/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-8 09/23/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-9 10/09/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1997-10 12/23/97 01/01/98-12/31/98
First USA Credit Card Master Trust Series 1998-1 05/21/98 05/21/98-12/31/98
First USA Credit Card Master Trust Series 1998-2 05/21/98 05/21/98-12/31/98
First USA Credit Card Master Trust Series 1998-3 06/25/98 06/25/98-12/31/98
First USA Credit Card Master Trust Series 1998-4 07/22/98 07/22/98-12/31/98
First USA Credit Card Master Trust Series 1998-5 08/27/98 08/27/98-12/31/98
First USA Credit Card Master Trust Series 1998-6 08/27/98 08/27/98-12/31/98
First USA Credit Card Master Trust Series 1998-7 09/17/98 09/17/98-12/31/98
First USA Credit Card Master Trust Series 1998-8 09/17/98 09/17/98-12/31/98
First USA Credit Card Master Trust Series 1998-9 12/22/98 12/22/98-12/31/98
</TABLE>
