BANC ONE CREDIT CARD MASTER TRUST
10-K, 1997-03-31
ASSET-BACKED SECURITIES
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<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>









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