<PAGE> 1
Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-25636
Banc One Credit Card Master Trust
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 31-4148768
-------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Bank One, Columbus, N.A. as Administrator, 800 Brooksedge Boulevard,
Westerville, Ohio 43081
- -------------------------------------------------------------------------------
Attention: Thomas Ferree
- -------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (614) 248-3404
--------------
Securities registered pursuant to Section 12(b) of the Act: None
--------------
Securities registered pursuant to Section 12(g) of the Act:
7.55% Class A Asset Backed Certificates, Series 1994-B
7.75% Class B Asset Backed Certificates, Series 1994-B
7.80% Class A Asset Backed Certificates, Series 1994-C
8.00% Class B Asset Backed Certificates, Series 1994-C
6.15% Class A Asset Backed Certificates, Series 1995-A
6.30% Class B Asset Backed Certificates, Series 1995-A
6.30% Class A Asset Backed Certificates, Series 1995-B
6.45% Class B Asset Backed Certificates, Series 1995-B
Floating Rate Class A Asset Backed Certificates, Series 1996-A
Floating Rate Class B Asset Backed Certificates, Series 1996-A
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 for 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
--- ----
The Registrant has no officer, director or beneficial owner of more than
10% of equity securities to whom Section 16(a) of the Act applies and
consequently Item 405 of Regulation S-K does not apply.
<PAGE> 2
The Registrant does not have any voting stock, has not been involved in
bankruptcy proceedings during the past five years and is not a corporate
registrant.
No documents are incorporated by reference into this Form 10-K.
Exhibit Index on Page 11
Page 2 of 15 Pages.
<PAGE> 3
This Annual Report on Form 10-K is filed in accordance with a letter,
dated May 26, 1995 issued by the Office of Chief Counsel, Division of
Corporation Finance of the Securities and Exchange Commission stating that the
Division will not object if the Registrant files reports pursuant to Sections 13
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") in the manner described in a letter dated May 24, 1995 to the Office of
Chief Counsel on behalf of the Registrant. Accordingly, certain items have been
omitted from or modified in this Annual Report on Form 10-K.
PART I
Item 1. Business
--------
Omitted.
Item 2. Properties
----------
The property of Banc One Credit Card Master Trust (the
"Trust") consists solely of credit card receivables.
Information about such property is contained in the Annual
Servicer Certificate filed as Exhibit 99.1 hereto. Information
relating to the performance of the Trust for the year ended
December 31, 1996 is contained in the Annual Statement
prepared by the Servicer and filed as Exhibit 99.3 hereto.
Item 3. Legal Proceedings
-----------------
Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to Certificateholders for a vote
during the fiscal year covered by this Annual Report.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
---------------------------------------------------------------------
Investor Certificates are held and delivered in book-entry
form through the facilities of the Depository Trust Company
("DTC"), a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Investor Certificates are held by Cede
and Co., the nominee of DTC.
The records of DTC indicate that, at December 31, 1996, there
were: (i) sixty-seven (67) DTC Participants holding a position
in the 7.55% Class A Asset Backed Certificates, Series 1994-B;
(ii) four (4) DTC Participants holding a position in the 7.75%
Class B Asset Backed Certificates, Series 1994-B; (iii)
fifty-three (53) DTC Participants holding a position in the
7.80% Class A Asset Backed Certificates, Series 1994-C; (iv)
six (6) DTC Participants holding a position in the 8.00% Class
B Asset Backed Certificates, Series 1994-C; (v) forty-one (41)
DTC Participants holding a position in the 6.15% Class A Asset
Backed Certificates, Series 1995-A;
Page 3
<PAGE> 4
(vi) two (2) DTC Participants holding a position in the 6.30%
Class B Asset Backed Certificates, Series 1995-A; (vii)
thirty-nine (39) DTC Participants holding a position in the
6.30% Class A Asset Backed Certificates, Series 1995-B; (viii)
one (1) DTC Participant holding a position in the 6.45% Class
B Asset Backed Certificates, Series 1995-B; (ix) twelve (12)
DTC Participants holding a position in the Floating Rate Class
A Asset Backed Certificates, Series 1996-A and one (1) DTC
Participant holding a position in the Floating Rate Class B
Asset Backed Certificates, Series 1996-A. At December 31,
1996, Bank One, Columbus, N.A. owned 100% of the Seller
Certificate, which represents beneficial ownership of residual
interest in the assets of the Trust. There is no established
public market in which the Certificates are traded.
Item 6. Selected Financial Data
-----------------------
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Omitted.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Information regarding the property of the Trust and the
activities of the Servicer during the year ended December 31,
1996 is contained in (i) the Annual Servicer Certificate filed
as Exhibit 99.1 hereto and (ii) the Independent Accountants
Report of Coopers & Lybrand L.L.P. on Management's Assertions
filed as Exhibit 99.2 hereto. Information relating to the
performance of the Trust for the period ending December 31,
1996 is contained in the Annual Statement prepared by the
Servicer and filed as Exhibit 99.3 hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None.
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Omitted.
Item 11. Executive Compensation
----------------------
Omitted.
Page 4
<PAGE> 5
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
At December 31, 1996, (i) the Seller Certificate was
registered in the name of Bank One, Columbus, N.A. and (ii)
all of the Investor Certificates were registered in the name
of Cede & Co., as nominee for DTC. The records of DTC indicate
that the DTC participants listed below were holders of record
of more than five percent of a class of Investor Certificates
at December 31,1996.
<TABLE>
<CAPTION>
(3) Amount and
(2) Name and Address of Nature of Beneficial (4) Percent
(1) Title of Class Beneficial Owners Ownership $(000's) of Class
<C> <C> <C> <C>
7.55% Class A Asset American Express Trust Company $45,000 5.04%
Backed Certificates, 1200 Northstar West
Series 1994-B Minneapolis, MN 55440
Bank of New York $63,380 7.10%
925 Patterson Plank Road
Secaucus, NJ 07094
Boatmen's Trust Company $49,150 5.50%
100 N. Broadway
St. Louis, MO 63102
Boston Safe Deposit & Trust Co. $106,675 11.95%
C/O Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $125,050 14.00%
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Chase Manhattan Bank/Chemical $47,700 5.34%
Auto Settlement
4 New York Plaza, 4th Floor
New York, NY 10004
Citicorp Services, Inc $62,500 7.00%
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company $61,650 6.90%
801 S. Canal C-In
Chicago, Il 60607
SSB Custodian $152,530 17.08%
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
</TABLE>
Page 5
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
7.75% Class B Asset Chase Manhattan Bank $44,900 78.77%
Backed Certificates, One Chase Manhattan Plaza
Series 1994-B 3B - Proxy Dept.
New York, NY 10081
Chase Manhattan Bank/Chemical $5,100 8.95%
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
Deutsche Morgan Grenfell/C.J. $5,000 8.77%
Lawrence Inc.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
7.80% Class A Asset Boston Safe Deposit & Trust Co. $54,470 12.88%
Backed Certificates, C/O Mellon Bank N.A.
Series 1994-C Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $42,436 10.03%
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Chase Manhattan Bank/Broker & $61,972 14.65%
Dealer Clearance Department
4 New York Plaza, 21st Floor
New York, NY 10015
Nomura Securities/Fixed Income $27,630 6.53%
2 World Financial Center, Building B
New York, NY 10281-1198
Northern Trust Company $39,640 9.37%
801 S. Canal C-In
Chicago, Il 60607
SSB Custodian $54,550 12.90%
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
8.00% Class B Asset Bankers Trust Company $5,000 18.52%
Backed Certificates, c/o BT Services Tennessee, Inc.
Series 1994-C Pension Trust Services
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank $10,000 37.04%
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Citicorp Services, Inc $2,000 7.41%
P.O. Box 30576
Tampa, FL 33630-3576
</TABLE>
Page 6
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
Fleet Bank of Massachusetts, N.A. $3,000 11.11%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
First Union National Bank $2,000 7.41%
401 S. Tyron Street
TR OPSCMG NC 1151
Charlotte, NC 28288
SSB Custodian $5,000 18.52%
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
6.15% Class A Asset Bank of New York $116,905 32.73%
Backed Certificates, 925 Patterson Plank Rd.
Series 1995-A Secaucus, NJ 07094
Bankers Trust Company $49,325 13.81%
c/o BT Services Tennessee, Inc.
Pension Trust Services
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank $87,750 24.57%
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
6.30% Class B Asset Brown Brothers Harriman & Co. $2,000 8.77%
Backed Certificates, 63 Wall Street
Series 1995-A 8th Floor
New York, NY 10005
Chase Manhattan Bank $20,800 91.23%
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
6.30% Class A Asset Bankers Trust Company $52,000 14.56%
Backed Certificates, c/o BT Services Tennessee, Inc.
Series 1995-B Pension Trust Services
648 Grassmere Park Road
Nashville, TN 37211
Bank One Trust Company N.A./ Public $50,000 14.00%
Employee Retirement System
277 E. Town Street
Columbus, OH 43215
Boston Safe Deposit & Trust Co. $23,800 6.66%
C/O Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
</TABLE>
Page 7
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
Chase Manhattan Bank $60,500 16.94%
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Firstar Trust Company $41,600 11.65%
777 East Wisconsin Avenue
Milwaukee, WI 53202
SSB Custodian $22,250 6.23%
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
6.45% Class B Asset Chase Manhattan Bank $22,800 100.00%
Backed Certificates, One Chase Manhattan Plazza
Series 1995-B 3B - Proxy Dept.
New York, NY 10081
Floating Rate Class A Chase Manhattan Bank $162,610 34.97%
Asset Backed Certificates, One Chase Manhattan Plazza
Series 1996-A 3B - Proxy Dept.
New York, NY 10081
Chase Manhattan Bank/Chemical $44,500 9.57%
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
Fuji Bank & Trust Company $25,000 5.38%
2 World Trade Center
81st Floor
New York, NY 10048
Goldman Sachs & Co. $142,100 30.56%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Harris Trust & Savings Bank $35,000 7.53%
Proxy Operations
111 West Monroe St., 1130
Chicago, Il 60690
Floating Rate Class B Swiss American Securities, Inc $35,000 100.00%
Asset Backed Certificates, 100 Wall Street
Series 1996-A New York, NY 10005
</TABLE>
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None.
Page 8
<PAGE> 9
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a)(3) Exhibits. The following documents are filed
as part of this Annual Report on Form 10-K.
Exhibit Number Description
-------------- ------------
99.1 Annual Servicer Certificate
99.2 Independent Accountants Report of Coopers
& Lybrand L.L.P. on Management's Assertions
99.3 Annual Statement prepared by Servicer
Page 9
<PAGE> 10
SIGNATURE
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 of the undersigned, thereunto duly authorized.
Date: March 13, 1997
Banc One Credit Card Master Trust
By: Bank One, Columbus, N.A. as Servicer
By: /s/ Thomas Ferree
------------------------------
Name: Thomas Ferree
------------------------------
Title: Senior Vice President
------------------------------
Page 10
<PAGE> 11
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE
99.1 Annual Servicer Certificate 12
99.2 Independent Accountants Report of 13 - 14
Coopers & Lybrand L.L.P. on
Management's Assertions
99.3 Annual Statement Prepared by Servicer 15
Page 11
<PAGE> 1
Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
BANK ONE, COLUMBUS, NA
BANC ONE CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of BANK
ONE, COLUMBUS, NA, as Servicer ("Bank One, Columbus"), pursuant to
the Pooling and Servicing Agreement dated as of November 1, 1994 (as
amended and supplemented, the "Agreement"), between Bank One,
Columbus, as Seller and Servicer, and Bankers Trust Company, as
Trustee, does hereby certify as follows:
1. Bank One, Columbus is, as of the date hereof, the
Servicer under the Agreement. Capitialized terms used in this
Certificate have their respective meanings as set forth in the
Agreement.
2. The undersigned is a Servicing Officer who is duly
authorized pursuant to the Agreement to execute and deliver this
Certificate to the Trustee.
3. A review of the activities of the Servicer during the
period from January 1, 1996 through December 31, 1996 (the
"Applicable Period"), and of its performance was conducted by me or
under my supervision.
4. Based on such review, the Servicer has, to the best of
my knowledge, performed in all material respects its obligations
under the Agreement throughout the Applicable Period and no default
in the performance of such obligations has occurred or is continuing
except as set forth in paragraph 5 below.
5. The following is a description of each default in the
performance of the Servicer's obligations under the provisions of the
Agreement known to me to have been made by the Servicer during the
year ended December 31, 1996:
a) Interchange income allocated to the Trust was
overstated for the month of December 1996 by
$201,238.95. This was corrected in a future
period.
b) The Default Amount for the Trust for the month
of October 1996 was understated by $269,641.50.
c) Related Accounts and new account numbers are
not always communciated to the Trustee within
15 days after the end of the month as noted in
the Agreement, however, this information is
always provided by the end of the following
month.
d) Proceeds from a charge-off loan sale was not
deposited and reported in the month of November
1996. The proceeds from the sale were deposited
and reported in the month of January 1997 and
the amount allocated to the Trust was
$524,324.12.
e) The Default Amount for the Trust for the month
of June 1996 was understated by $1,024,754.03
in the original report issued on the
Determination Date. A corrected report was
issued by the end of July.
IN WITNESS WHEREOF, the undersigned has duly
executed and delivered this Certificate this 25th day of March 1997.
BANK ONE, COLUMBUS, NA
as Servicer
By:
/s/ Thomas Ferree
-----------------------------------------
Name: Thomas Ferree
Title: Senior Vice President
<PAGE> 1
REPORT OF INDEPENDENT ACCOUNTANTS
Exhibit 99.2
We have examined the accompanying management's assertion that, as of December
31, 1996, Bank One, Columbus, N.A. maintained effective internal control over
the servicing of receivables arising in consumer credit card accounts for the
Banc One 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 Bank One, Columbus, N.A. maintained
effective internal control over the servicing of receivables arising in consumer
credit card accounts for the Banc One Credit Card Master Trust as of December
31, 1996, 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.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Columbus, Ohio
March 24, 1997
<PAGE> 2
Assertion by Bank One, Columbus, N.A.
Bank One, Columbus, N.A. services the receivables arising in consumer credit
card accounts for the Banc One Credit Card Master Trust. Bank One, Columbus,
N.A. maintained effective internal control over the loan servicing for the Banc
One Credit Card Master Trust as of December 31, 1996, based upon criteria
established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as described in Internal Control--Integrated Framework.
/s/ Thomas Ferree
- ---------------------------
Thomas Ferree
Senior Vice President
<PAGE> 1
Exhibit 99.3
Banc One Credit Card Master Trust
Annual Statement
December 31, 1996
<TABLE>
<CAPTION>
Series Series Series
1994-A 1994-B 1994-C
------------- ---------- ----------
<C> <C> <C>
1. Amounts distributed to Certificateholders
during 1996:
(a) Principal 600,000,000 0 0
(b) Interest 36,030,500 71,839,000 35,154,000
----------- ---------- ----------
(c) Total 636,030,500 71,839,000 35,154,000
2. As of December 31, 1996, the amount 0 0 0
that the unpaid principal amount of the
Certificates exceeded the invested amount.
3. As of December 31, 1996:
(a) Trust Principal Receivables
(b) Trust Finance Charge Receivables
(c) Total
4. Invested Amount as of December 31, 1996:
(a) Class A 0 893,000,000 423,000,000
(b) Class B 0 57,000,000 27,000,000
----------- ---------- ----------
(c) Total 0 950,000,000 450,000,000
5. As of December 31, 1996:
(a) Principal Allocation Percentage 0.00% 21.86% 10.35%
(b) Floating Allocation Percentage 0.00% 21.86% 10.35%
6. During 1996:
(a) Principal Collected 773,858,578 1,332,495,233 631,181,953
(b) Finance Charges Collected 84,690,195 168,391,583 79,764,434
7. Shared Principal Collected 631,588,171 1,400,971,460 663,618,060
8. Excess Finance Charge during 1996 7,961,202 9,076,356 3,174,327
9. Delinquencies as of December 31, 1996:
(a) 30 - 59 days
(b) 60 - 89 days
(c) 90 days +
10. Defaulted Amount during 1996 32,947,692 68,476,227 32,436,107
11. During 1996:
(a) Class A Investor Charge-offs 0 0 0
(b) Class B Investor Charge-offs 0 0 0
12. 1996 Servicing Fee 9,590,000 19,000,000 9,000,000
13. Portfolio Yield (average year to date)
14. Series Enhancement Available as of
December 31, 1996:
(a) Available to Class A 0 42,078,723 22,004,284
(b) Available to Class B 0 9,500,000 4,500,000
----------- ---------- ----------
(c) Total 0 51,578,723 26,504,284
15. The amount of Series Enhancement used
during 1996:
(a) To fund Class A Required Amount 0 671,277 495,716
(b) To fund Class B Required Amount 0 0 0
16. Series Enhancement Fees paid in 1996 107,536 203,774 113,858
17. Reallocated Principal Collections in 1996 0 0 0
<CAPTION>
Series Series Series Series
1995-A 1995-B 1996-A 1996-1
-------------- ------------- ------------- -------------
<S> <C> <C> <C>
1. Amounts distributed to Certificateholders
during 1996:
(a) Principal 0 0 0 500,000,000
(b) Interest 23,404,200 23,974,200 23,005,698 10,579,079
----------- ---------- ---------- -----------
(c) Total 23,404,200 23,974,200 23,005,698 510,579,079
2. As of December 31, 1996, the amount 0 0 0 0
that the unpaid principal amount of the
Certificates exceeded the invested amount.
3. As of December 31, 1996:
(a) Trust Principal Receivables
(b) Trust Finance Charge Receivables
(c) Total
4. Invested Amount as of December 31, 1996:
(a) Class A 357,200,000 357,200,000 465,000,000 0
(b) Class B 22,800,000 22,800,000 35,000,000 0
----------- ---------- ---------- -----------
(c) Total 380,000,000 380,000,000 500,000,000 0
5. As of December 31, 1996:
(a) Principal Allocation Percentage 8.74% 8.74% 11.50% 0.00%
(b) Floating Allocation Percentage 8.74% 8.74% 11.50% 0.00%
6. During 1996:
(a) Principal Collected 532,998,093 532,998,093 582,673,308 362,898,129
(b) Finance Charges Collected 67,356,633 67,356,633 73,771,700 43,993,420
7. Shared Principal Collected 560,388,584 560,388,584 613,775,446 288,433,357
8. Excess Finance Charge during 1996 10,605,372 10,035,372 13,622,263 10,783,487
9. Delinquencies as of December 31, 1996:
(a) 30 - 59 days
(b) 60 - 89 days
(c) 90 days +
10. Defaulted Amount during 1996 27,390,491 27,390,491 31,102,138 17,748,355
11. During 1996:
(a) Class A Investor Charge-offs 0 0 0 0
(b) Class B Investor Charge-offs 0 0 0 0
12. 1996 Servicing Fee 7,600,000 7,600,000 8,218,750 4,666,667
13. Portfolio Yield (average year to date)
14. Series Enhancement Available as of
December 31, 1996:
(a) Available to Class A 17,100,000 17,100,000 40,000,000 0
(b) Available to Class B 3,800,000 3,800,000 0 0
----------- ---------- ---------- -----------
(c) Total 20,900,000 20,900,000 40,000,000 0
15. The amount of Series Enhancement used
during 1996:
(a) To fund Class A Required Amount 0 0 0 0
(b) To fund Class B Required Amount 0 0 0 0
16. Series Enhancement Fees paid in 1996 93,065 84,202 163,333 215,833
17. Reallocated Principal Collections in 1996 0 0 0 0
<CAPTION>
Investor's Interest Seller's
All Series Interest Total Trust
------------------- --------------- -----------
<S> <C> <C> <C>
1. Amounts distributed to Certificateholders
during 1996:
(a) Principal 1,100,000,000
(b) Interest 223,986,677
-------------
(c) Total 1,323,986,677
2. As of December 31, 1996, the amount 0
that the unpaid principal amount of the
Certificates exceeded the invested amount.
3. As of December 31, 1996:
(a) Trust Principal Receivables 4,407,210,123
(b) Trust Finance Charge Receivables 88,183,623
-------------
(c) Total 4,495,393,746
4. Invested Amount as of December 31, 1996:
(a) Class A 2,495,400,000
(b) Class B 164,600,000
-------------
(c) Total 2,660,000,000
5. As of December 31, 1996:
(a) Principal Allocation Percentage 61.21% 38.79% 100.00%
(b) Floating Allocation Percentage 61.21% 38.79% 100.00%
6. During 1996:
(a) Principal Collected 4,749,103,389 1,133,126,638 5,882,230,027
(b) Finance Charges Collected 585,324,599 158,385,558 743,710,156
7. Shared Principal Collected 4,719,163,663
8. Excess Finance Charge during 1996 65,258,379
9. Delinquencies as of December 31, 1996:
(a) 30 - 59 days 92,870,770
(b) 60 - 89 days 65,096,487
(c) 90 days + 118,586,837
10. Defaulted Amount during 1996 237,491,501 66,840,886 304,332,387
11. During 1996:
(a) Class A Investor Charge-offs 0
(b) Class B Investor Charge-offs 0
12. 1996 Servicing Fee 65,675,417
13. Portfolio Yield (average year to date) 11.59%
14. Series Enhancement Available as of
December 31, 1996:
(a) Available to Class A
(b) Available to Class B
(c) Total
15. The amount of Series Enhancement used
during 1996:
(a) To fund Class A Required Amount
(b) To fund Class B Required Amount
16. Series Enhancement Fees paid in 1996 981,601
17. Reallocated Principal Collections in 1996
</TABLE>