===============================================================================
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
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-25636
------------------------------
FIRST USA BANK, NATIONAL ASSOCIATION
(As Successor to Bank One, N.A.)
(Exact name of registrant as specified in its charter)
(As Servicer on behalf of Banc One Credit Card master Trust)
Laws of the United States 76-0039224
- -------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
201 North Walnut Street, Wilmington, Delaware 19801
--------------------------------------------- ----------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (302) 594-4000
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
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
--- ---
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>
Introductory Note
-----------------
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.
Effective July 1, 1998, First USA Bank, National Association (the "Bank"), a
wholly owned subsidiary of First USA Financial, Inc., which was a wholly owned
subsidiary of BANC ONE CORPORATION ("BANC ONE"), replaced BANK ONE, N.A. as the
Seller and the Servicer under the Pooling and Servicing Agreement (the
"Agreement") dated as of November 1, 1994 between BANK ONE, N.A. as Seller and
Servicer, and Bankers Trust Company, as Trustee, pursuant to which Banc One
Credit Card Master Trust (the "Trust") was formed. Concurrently, all consumer
Visa and MasterCard credit card accounts previously held by other subsidiaries
of BANC ONE CORPORATION were consolidated in the Bank.
Effective October 2, 1998, BANK ONE CORPORATION ("BANK ONE"), the parent
corporation of the Bank, merged with and into First Chicago NBD Corporation, a
Delaware corporation ("FCNBD"). Immediately prior to such merger, BANC ONE also
merged with and into BANK ONE, which had been a subsidiary of BANC ONE prior to
such merger. BANK ONE is a bank holding company headquartered in Chicago,
Illinois and registered under the Bank Holding Company Act of 1956 as amended.
In connection with such merger, the Bank in its capacity as servicer of the
Trust, changed the independent accountants for the Trust from Coopers & Lybrand
L.L.P., now PricewaterhouseCoopers LLP ("PwC"), to Arthur Andersen LLP ("AA"),
historically engaged by 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 Certificates listed on page 1, the Banc One Credit Card
Master Trust has issued the following interests in the Trust:
o Asset Backed Certificates, Series 1997-1, issued pursuant to the Agreement
and the Series 1997-1 Supplement dated as of September 23, 1997.
o Asset Backed Certificates, Series 1997-2, issued pursuant to the Agreement
and the Series 1997-2 Supplement dated as of December 17, 1997.
The final payment with respect to Series 1994-C Asset Backed Certificates issued
by the Banc One Credit Card Master Trust was made on December 15, 1998 and
therefore information with respect to such Certificates is not included in this
report.
Page 2
<PAGE>
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's Certificate
filed as Exhibit 99.1 hereto. Information relating to the
performance of the Trust for the year ended December 31, 1998 is
contained in the Annual Statement prepared by the Servicer and
filed as Exhibit 99.3 hereto.
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 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.
Page 3
<PAGE>
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.
PART II
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 & Co., the nominee of
DTC.
The records of DTC indicate that, at December 31, 1998, there
were: (i) forty-one (41) DTC Participants holding a position in
the 6.15% Class A Asset Backed Certificates, Series 1995-A; (ii)
two (2) DTC Participants holding a position in the 6.30% Class B
Asset Backed Certificates, Series 1995-A; (iii) twenty-nine (29)
DTC Participants holding a position in the 6.30% Class A Asset
Backed Certificates, Series 1995-B; (iv) one (1) DTC Participant
holding a position in the 6.45% Class B Asset Backed
Certificates, Series 1995-B; (v) twelve (12) DTC Participants
holding a position in the Floating Rate Class A Asset Backed
Certificates, Series 1996-A; and (vi) one (1) DTC Participant
holding a position in the Floating Rate Class B Asset Backed
Certificates, Series 1996-A. At December 31, 1998, the Bank,
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
---------------------
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
Page 4
<PAGE>
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. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not applicable.
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,
1998 is contained in (i) the Annual Servicer's Certificate filed
as Exhibit 99.1 hereto and (ii) the Independent Accountants'
Report of Arthur Andersen LLP on Management's Assertions filed as
Exhibit 99.2 hereto. Information relating to the performance of
the Trust for the period ending December 31, 1998 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.
Page 5
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Omitted.
Item 11. Executive Compensation
----------------------
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
At December 31, 1998, (i) the Seller Certificate was
registered in the name of First USA Bank, National Association
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 any class of Investor
Certificates at December 31, 1998.
(3) Amount and Nature of
(1) Title of (2) Name and Address Beneficial Ownership (4) Percent
Class of Beneficial Owners $(000's) of Class
- ------------ -------------------- ------------------------ -----------
6.15% Class A Bank of New York (The) $105,840 29.63%
Asset Backed 925 Patterson Plank Road
Certificates, Secaucus, NJ 07094
Series 1995-A
Bankers Trust Company $23,920 6.70%
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank $88,650 24.82%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. $19,770 5.53%
P.O. Box 30576
Tampa, FL 33630-3576
6.30% Class B Brown Brothers Harriman & Co. $2,000 8.77%
Asset Backed 63 Wall Street, 8th Floor
Certificates, New York, NY 10005
Series 1995-A
Chase Manhattan Bank $20,800 91.23%
4 New York Plaza
13th Floor
New York, NY 10004
6.30% Class A Bankers Trust Company $22,825 6.39%
Asset Backed c/o BT Services Tennessee, Inc.
Certificates, 648 Grassmere Park Road
Series 1995-B Nashville, TN 37211
Page 6
<PAGE>
Bank One Trust Company N.A./ $50,000 14.00%
Public Employee Retirement System
277 E. Town Street
Columbus, OH 43215
Boston Safe Deposit and Trust $18,850 5.28%
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $87,800 24.58%
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Salomon $20,000 5.60%
4 New York Plaza - 21st Floor
New York, NY 10004
Firstar Trust Company $36,555 10.23%
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Fifth Third Bank/State Teachers $39,880 11.16%
Retirement of Ohio
275 East Broad Street
Columbus, OH 43215
State Street Bank and Trust $18,250 5.11%
Company
Global Corporate Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
6.45% Class B Chase Manhattan Bank $22,800 100.00%
Asset Backed 4 New York Plaza
Certificates, 13th Floor
Series 1995-B New York, NY 10004
Floating Rate Bankers Trust Company $47,005 10.11%
Class A c/o BT Services Tennessee, Inc.
Asset Backed 648 Grassmere Park Drive
Certificates, Nashville, TN 37211
Series 1996-A
Chase Manhattan Bank $260,710 56.07%
New York Plaza
13th Floor
New York, NY 10004
Page 7
<PAGE>
Citibank, N.A. $45,000 9.68%
P.O. Box 30576
Tampa, FL 33630-3576
Fuji Bank & Trust Company (The) $25,000 5.38%
2 World Trade Center
81st Floor
New York, NY 10048
Harris Trust & Savings Bank $50,000 10.75%
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
Floating Rate Swiss American Securities, Inc $35,000 100.00%
Class B 100 Wall Street
Asset Backed New York, NY 10005
Certificates,
Series 1996-A
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a) Exhibits. The following documents are filed as part
--------- of this Annual Report on Form 10-K.
1. Not applicable.
2. Not applicable.
3. Exhibits
Exhibit Number Description
-------------- -----------
99.1 Annual Servicer's Certificate
99.2 Independent Accountants' Report of Arthur
Andersen LLP on Management's Assertions
99.3 Annual Statement prepared by Servicer
Page 8
<PAGE>
(b) Reports on Form 8-K
(i) Reports on Form 8-K, containing the monthly
statements and other information reflecting the
Trust's activities.
Dated: Items Reported:
------ ---------------
February 17,1998 5 and 7
March 16, 1998 5 and 7
April 15, 1998 5 and 7
May 15, 1998 5 and 7
June 16, 1998 5 and 7
July 15, 1998 5 and 7
August 17, 1998 5 and 7
September 15, 1998 5 and 7
October 2, 1998 4 and 7
October 15, 1998 5 and 7
November 16, 1998 5 and 7
December 15, 1998 5 and 7
January 15, 1999 5 and 7
(c) See item 14(a)3 above
(d) Not applicable
Page 9
<PAGE>
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.
FIRST USA BANK, NATIONAL ASSOCIATION as
Servicer, on behalf of
BANC ONE CREDIT CARD MASTER TRUST
By: /s/ Tracie H. Klein
--------------------------
Name: Tracie H. Klein
Title: Vice President
Date: March 25, 1999
--------------
Page 10
<PAGE>
INDEX OF EXHIBITS
Exhibit Number Description Page
- ------------- ----------- -----
99.1 Annual Servicer's Certificate 12
99.2 Independent Accountants' Report of 13-14
Arthur Andersen LLP on
Management's Assertions
99.3 Annual Statement Prepared by Servicer 15
Page 11
Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
FIRST USA BANK, N.A.
BANC ONE CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of First USA Bank,
N.A., as Servicer, pursuant to the Pooling and Servicing Agreement dated as of
November 1, 1994 (as amended and supplemented, the "Agreement"), between First
USA Bank, N.A., as Seller and Servicer, and Bankers Trust Company, as Trustee,
does hereby certify as follows:
1. First USA Bank, N.A. 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, 1998 through December 31, 1998 (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, 1998: None
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this 25th day of March 1999
First USA Bank, N.A.
as Servicer
/s/ Tracie Klein
---------------------------------------
Name: Tracie Klein
Title: Vice President
Exhibit 99.2
[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 3.02, 3.04, 3.09, 4.02, 4.03, 4.04, 4.05 and 8.08 of the Banc One
Credit Card Master Trust Pooling and Servicing Agreement dated as of November 1,
1994 (the "Agreement") and the Supplements thereto for Series 1994-B, Series
1994-C, Series 1995-A, Series 1995-B, Series 1996-A, Series 1997-1 and Series
1997-2 (the "Supplements"), as amended, between the Servicer and The Bankers
Trust Company (as Trustee for the various Certficateholders and Enhancement
Providers of Banc One Credit Card Master Trust) (together, the "Agreements"),
for the twelve months ended December 31, 1998. Management is responsible for the
Servicer's compliance with the Agreements. Our responsibility is to express an
opinion on management's assertion about the Servicer'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, 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 Anderson 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 3.02, 3.04, 3.09, 4.02,
4.03, 4.04, 4.05 and 8.08 of the Banc One Credit Card Master Trust Pooling and
Servicing Agreement dated as of November 1, 1994 (the "Agreement") and the
Supplements thereto for Series 1994-B, Series 1994-C, Series 1995-A, Series
1995-B, Series 1996-A, Series 1997-1 and Series 1997-2 (the "Supplements"), as
amended, between the Servicer and The Bankers Trust Company (as Trustee for the
various Certficateholders and Enhancement Providers of Banc One Credit Card
Master Trust) (together, the "Agreements").
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 the 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,
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 Hubley /s/ Tracie Klein
- -------------------- ------------------
George Hubley Tracie Klein
Executive Vice President Vice President
Chief Financial Officer
Exhibit 99.3
Banc One Credit Card Master Trust
Annual Statement
December 31, 1998
<TABLE>
<CAPTION>
Series Series Series Series
1994-C 1995-A 1995-B 1996-A
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
1. Amounts distributed to Certificateholders
during 1998:
(a) Principal 450,000,000 0 0 0
(b) Interest 29,475,000 23,404,200 23,974,200 29,457,669
----------- ---------- ---------- ----------
(c) Total 479,475,000 23,404,200 23,974,200 29,457,669
2. As of December 31, 1998, the amount 0 0 0 0
that the unpaid principal amount of the
Certificates exceeded the invested amount.
3. As of December 31, 1998:
(a) Trust Principal Receivables
(b) Trust Finance Charge Receivables
(c) Total
4. Invested Amount as of December 31, 1998:
(a) Class A 0 357,200,000 357,200,000 465,000,000
(b) Class B 0 22,800,000 22,800,000 35,000,000
----------- ---------- ---------- ----------
(c) Total 0 380,000,000 380,000,000 500,000,000
5. As of December 31, 1998:
(a) Principal Allocation Percentage 0.00% 8.99% 8.99% 11.83%
(b) Floating Allocation Percentage 0.00% 8.99% 8.99% 11.83%
6. During 1998:
(a) Principal Collected 598,260,801 551,340,911 551,340,911 725,448,568
(b) Finance Charges Collected 65,071,236 72,735,982 72,735,982 95,705,239
7. Shared Principal Collected 430,914,468 583,378,657 583,378,657 767,603,496
8. Excess Finance Charge during 1998 3,361,096 12,566,301 11,996,301 18,293,486
9. Delinquencies as of December 31, 1998:
(a) 30 - 59 days
(b) 60 - 89 days
(c) 90 days +
10. Defaulted Amount during 1998 29,209,611 32,037,746 32,037,746 42,154,929
11. During 1998:
(a) Class A Investor Charge-offs 0 0 0 0
(b) Class B Investor Charge-offs 0 0 0 0
12. 1998 Servicing Fee 6,255,000 6,650,000 6,650,000 8,750,000
13. Portfolio Yield (average year to date)
14. Series Enhancement Available as of December 31, 1998:
(a) Available to Class A 0 34,200,000 34,200,000 50,000,000
(b) Available to Class B 0 3,800,000 3,800,000 n/a
----------- ---------- ---------- ----------
(c) Total 0 38,000,000 38,000,000 50,000,000
15. The amount of Series Enhancement used during 1998:
(a) To fund Class A Required Amount 196,435 0 0 0
(b) To fund Class B Required Amount 15,371 0 0 0
16. Series Enhancement Fees paid in 1998 258,106 169,522 187,906 316,942
17. Reallocated Principal Collections in 1998 0 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Investor's
Series Series Interest Seller's
1997-1 1997-2 All Series Interest Total Trust
-------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
1. Amounts distributed to Certificateholders
during 1998:
(a) Principal 0 0 450,000,000
(b) Interest 80,806,021 53,035,985 240,153,076
---------- ---------- -----------
(c) Total 80,806,021 53,035,985 690,153,076
2. As of December 31, 1998, the amount 0 0 0
that the unpaid principal amount of the
Certificates exceeded the invested amount.
3. As of December 31, 1998:
(a) Trust Principal Receivables 4,281,929,461
(b) Trust Finance Charge Receivables 128,689,548
(c) Total 4,410,619,009
4. Invested Amount as of December 31, 1998:
(a) Class A 1,300,000,000 900,000,000 3,379,400,000
(b) Class B n/a n/a 80,600,000
------------- ----------- -------------
(c) Total 1,300,000,000 900,000,000 3,460,000,000
5. As of December 31, 1998:
(a) Principal Allocation Percentage 30.76% 21.29% 81.87% 18.13% 100.00%
(b) Floating Allocation Percentage 30.76% 21.29% 81.87% 18.13% 100.00%
6. During 1998:
(a) Principal Collected 2,032,571,108 1,305,807,422 5,764,769,721 700,793,317 6,465,563,038
(b) Finance Charges Collected 260,707,697 172,269,430 739,225,565 112,701,668 851,927,233
7. Shared Principal Collected 1,943,967,965 1,381,686,293 5,690,929,537
8. Excess Finance Charge during 1998 43,802,661 29,520,541 119,540,385
9. Delinquencies as of December 31, 1998:
(a) 30 - 59 days 87,581,612
(b) 60 - 89 days 63,235,945
(c) 90 days + 132,990,178
10. Defaulted Amount during 1998 115,004,487 75,878,871 326,323,389 49,515,115 375,838,504
11. During 1998:
(a) Class A Investor Charge-offs 0 0 0
(b) Class B Investor Charge-offs 0 0 0
12. 1998 Servicing Fee 24,083,333 15,750,000 68,138,333
13. Portfolio Yield (average year to date) 13.38%
14. Series Enhancement Available as of December 31, 1998:
(a) Available to Class A 165,750,000 114,750,000
(b) Available to Class B n/a n/a
----------- -----------
(c) Total 165,750,000 114,750,000
15. The amount of Series Enhancement used during 1998:
(a) To fund Class A Required Amount 0 0 196,435
(b) To fund Class B Required Amount 0 0 15,371
16. Series Enhancement Fees paid in 1998 729,052 422,204 2,083,732
17. Reallocated Principal Collections in 1998 0 0
</TABLE>
