<PAGE>
- -----------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K405
(Mark one)
[X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE
REQUIRED)
For the fiscal year ended
.................................December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ( FEE
REQUIRED)
For the transition period from.........to ................
Commission file number ...................... 33-89192
SPIEGEL MASTER TRUST
(Issuer of the Certificates)
Spiegel Credit Corporation III
(Originator of the Trust)
(Exact name of co-registrant as specified in its charter)
400 West 9th Street, Suite 101B
Wilmington, Delaware 19801
(302)429-7609
(Address, including zip code, and telephone number, including
area code, of each registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Series 1995-A Class A Certificates
Series 1995-A Class B Certificates
(Title of each class of securities covered by this Form)
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 the registrant's
knowledge, in definitive proxy. X
----
<PAGE>
- ------------------------------------------------
PART I
ITEM 1. BUSINESS.
The Spiegel Master Trust (the "Trust") was formed pursuant to
pooling and servicing agreement among Spiegel Credit Corporation
("SCCIII"), as seller and originator of the Trust; First
Consumers National Bank ("FCNB"), a national banking association
engaged in credit card operations and a wholly-owned subsidiary
of Spiegel,Inc. ("Spiegel"), as servicer (referred to in such
capacity as the("Servicer"); and a third party bank as trustee
(the "Trustee"). The property of the Trust includes certain FCNB
Preferred Charge accounts receivable (the "Receivables")
generated or to be generated by FCNB in its ordinary course of
business and arising under designated FCNB Preferred Charge
accounts used to charge sales of merchandise and services by
Spiegel and its retailing subsidiaries (the "Accounts"), all
monies due or to become due in respect of the Receivables, all
Recoveries, Collections and other proceeds of the Receivables
and proceeds of credit insurance policies relating to the
Receivables and all monies on deposit in certain bank accounts
of the Trust.
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
<PAGE>
- ---------------------------------------------------
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Series 1995-A Class A Certificates and the Series 1995-A
Class B Certificates represent undivided interest in the Trust.
The property of the Trust includes a portfolio of FCNB
Preferred Charge accounts receivable. There are two holders of
record for the Series 1995-A Class A Certificates and the Series
1995-A Class B Certificates. There is a third class of
certificates in the Master Trust, the Series 1995-A Class C
Certificates. These certificates were issued to SCCIII by the
Trust and are being held by SCCIII.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND OF OPERATIONS
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
<PAGE>
- -----------------------------------------------------------
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None, except the information concerning the servicing fees paid
to the registrant by the Trust as contained in Exhibit 99.1
through 99.3 hereto, which are hereby incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K.
a. The following documents are filed as part of this Report:
3. Exhibits
No. 99.1 Form of Monthly Certificateholders' Statement for
October 1995
No. 99.2 Form of Monthly Certificateholders' Statement for
November 1995
No. 99.3 Form of Monthly Certificateholders' Statement for
December 1995
b. Reports on Form 8-K filed with respect to fiscal 1995.
During 1995, two Current Reports on Form 8-K were filed with the
Securities and Exchange Commission. The first, filed on August
15, 1995, submitted the monthly certificateholders' statements
for April, May, and June required by the Pooling and Servicing
Agreement. The second, filed on November 14, 1995, submitted the
monthly certificateholders' statements for July, August, and
September required by the Pooling and Servicing Agreement.
<PAGE>
- -------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Spiegel Credit Corporation III
has duly caused this Annual Report on Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized, on
March 29, 1996.
Spiegel Credit Corporation III on behalf
of Spiegel Master Trust
By: /s/ John J. Shea
------------------------
John J. Shea, President
(Principal Operating
Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant, and in the capacities indicated on
March 29,1996.
<TABLE>
<CAPTION>
Signature Title
-------------- -----------------
<S> <C>
/s/ John J. Shea President and Director
- ------------------------ (Principal Operating
John J. Shea Executive Officer)
/s/ James W. Sievers Vice President and
- ----------------------- Director (Principal
James W. Sievers Financial and Accounting
Officer)
/s/ Michael R. Moran Director
- -----------------------------
Michael R. Moran
</TABLE>
<PAGE>
- ------------------------------------------------------
EXHIBIT INDEX
Exhibit
No. Exhibit
- ----------- ----------------
99.1 Form of Monthly Certificateholders' Statement
for October 1995
99.2 Form of Monthly Certificateholders' Statement
for November 1995
99.3 Form of Monthly Certificateholders' Statement
for December 1995
Exhibit No. 99.1
- -----------------------------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
SPIEGEL MASTER TRUST
SERIES 1995-A
Under Section 5.2 of the Amended and Restated Pooling and
Servicing Agreement dated as of December 13, 1994, as amended
by the Series 1995-A Supplement thereto (the "Pooling and
Servicing Agreement") among Spiegel Credit Corporation III
("SCCIII"), First Consumers National Bank ("FCNB"), and Harris
Trust and Savings Bank as trustee (the "Trustee"), FCNB, as
Servicer is required to prepare certain information each month
regarding current distributions to Series 1995-A
Certificateholders and the performance of the Spiegel Master
Trust (the "Trust") during the previous month. The information
which is required to be prepared with respect to the Distribution
Date of November 15, 1995 and with respect to the performance of
the Trust during the month of October, 1995 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1995-A Certificate
(a "Certificate"). Certain other information is presented based
on the aggregate basis and on the basis of an original principal
amount of $1,000 per Series 1995-A Certificate. Capitalized
terms used in this certificate have their respective meanings set
forth in the Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution
(stated on the basis of $1,000 original certificate principal
amount)
1. The total amount of the distribution to Certificate-
holders on November 15, 1995, per $1,000 original
certificate principal amount....... $4.64
2. The amount of the distribution set forth in para-
graph 1 above in respect of interest on the
Certificates, per $1,000 original certificate
principal amount. ................. $4.64
3. The amount of the distribution set forth in para-
graph 1 above in respect of principal of the Certif-
icates, per $1,000 original certificate principal
amount ......................... $0.00
B. Information Regarding the Performance of the Trust
1. Collection of Principal Receivables.
(a) The aggregate amount of Collections on Princi-
pal Receivables processed during the month of
October, 1995 which were allocated in respect
of the Certificates....... $0
<PAGE>
- ------------------------------------------------------
2. Principal Receivables in the Trust.
(a) The aggregate amount of Principal Receivables
in the Trust as of the end of the day on October
31, 1995 the last day of the month... $874,792,848
(b) The Class A Investor Amount as of October 31,
1995 (the last day of the month)......... $289,000,00
(c) The Class B Investor Amount as of October 31,
1995 (the last day of the month)....... $61,000,000
(d) The Class C Investor Amount as of October
31, 1995 (the last day of the month)... $124,000,000
(e) The Investor Amount as of October 31,
1995 (the last day of the month)...... $474,000,000
(f) The Investor Amount set forth in paragraph
2(e) above as a percentage of the aggregate
amount of Principal Receivables set forth in
paragraph 2(a) above ............ 54.18%
3. Delinquent Balances.
The aggregate amount of outstanding balances
in the Accounts which were delinquent as of the
date such delinquency was determined for the
month of October, 1995:
(a) One month:.............................. $71,286,247
(b) Two months: ............................ $30,912,847
(c) Three months: ............................ $16,603,064
(d) Four months: ............................. $17,715,419
(e) Five months: ............................. $ 7,783,124
(f) Six or more months:....................... $ 9,024,004
------------
Total:............................... $153,324,705
-------------
-------------
4. Monthly Period Finance Charge Sub-subaccount
Allocation for the month of October,1995..... $9,018,299
5. Investor Default Amount.
The aggregate amount of all defaulted Re-
ceivables written off as uncollectible during
the month of October, 1995 allocable to the
Investor Amount (the "Aggregate Investor
Default Amount")........... $4,910,947
6. Investor Net Recoveries for the month of
October, 1995...... $777,901
7.Class A Certificate Interest for the month of
October, 1995...... $1,806,250
8. Class B Certificate Interest for the month of
October, 1995.... $393,958
9.The Investor Monthly Servicing Fee for the
month of October, 1995. $790,000
<PAGE>
- ------------------------------------------------------
10.The Required Class C Percentage and the
Class C Investor Percentage as of the last
day of the month of October,1995.. 26.16%
11.Total Deficiency amount, Investor Charge Offs,
and Reimbursement of Charge Offs:
(a) The excess, if any, of the sum of the amounts
set forth in paragraphs 5, 7, 8, and 9 above,
over the amount set forth in paragraph 4
above (the "Total Deficiency Amount")... $0
(b) The lesser of the Total Deficiency Amount
and the Class C Investor Amount (the "Class
C Investor Charge Off")..... $0
(c) The excess, if any, of the Total Deficiency
Amount over the Class C Investor Amount
(the "Class B Investor Charge Off")... $0
(d) The excess, if any, of the Total Deficiency
Amount over the sum of the Class C Investor
Amount and the Class B Investor Amount (the
"Class A Investor Charge Off")......... $0
(e) The least of (i) the excess, if any, of the
Total Deficiency Amount over the Investor
Default Amount, (ii) the Class C Investor
Amount and, (iii) the amount of principal
collections available (plus any amounts
allocated to Class C pursuant to (f), the
"Class C Reallocated Amounts").......... $0
(f) The least of (i) the Total Deficiency Amount
after giving effect to (e),(ii) the Class B
Investor Amount, and (iii) the amount of
principal collections available (such
amount less any remaining Class C
Investors Amount, the "Class B Real-
located Amounts"...... $0
(g)The total amount reimbursed to the Trust
in the current month in respect of Class
A Investor Charge Offs in prior months.... $0
(h) The total amount reimbursed to the Trust
in the current month in respect of Class B
Investor Charge Offs in prior months...... $0
(i) The total amount reimbursed to the Trust
in the current month in respect of Class C
Investor Charge Offs in prior months..... $0
(j) The total amount reimbursed to the Trust in
the current month in respect of Class B
Reallocated Amounts in prior months....... $0
(j) The total amount reimbursed to the Trust in
the current month in respect of Class C
Reallocated Amounts in prior months....... $0
12. The average of the Portfolio Yield for the prior
three Monthly Periods........ 11.71%
13.The Pool Factor
(a) The Class A Pool Factor (which represents the
ratio of the amount of the Class A Investor
Amount on the last day of the month of
October, 1995 (adjusted for the Class A Charge
Offs set forth in 10(d) above and the amount of
the reimbursement set forth in 10(g) above) to
the amount of the Class A Investor Amount as
of the Initial closing Date). The amount of a
ertificateholder's pro rata share of the Investor
Amount can be determined by multiplying the
original denominationof the holder's Certificate
by the relevant Pool Factor.... 1.0000000
(b) The Class B Pool Factor (which represents the
ratio of the amount of the Class B Investor
Amount on the last day of the month of October,
1995 (adjusted for the Class B Charge Offs set
forth in 10(c) above and the amount of the
reimbursement set forth in 10(h) above) to the
amount of the Class B Investor Amount as of
the Initial closing Date). The amount of a
Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the
original denomination of the holder's Certificate
by the relevant Pool Factor .......... 1.0000000
(c) The Class C Pool Factor (which represents the
ratio of the amount of the Class C Investor
Amount on the last day of the month of October,
1995 (adjusted for the Class C Charge Offs set
forth in 10(b) above and the amount of the
reimbursement set forth in 10(i) above) to
the amount of the Class C Investor Amount
as of the Initial closing Date). The amount of
a Certificateholder's pro rata share of the
Investor Amount can be determined by multi-
plying the original denomination of the holder's
Certificate by the relevant Pool Factor....... 1.0000000
<PAGE>
- ------------------------------------------------------
14. Portfolio Yield
The Portfolio Yield for the month of
October, 1995................... 10.40%
15. Base Rate
The Base Rate for the Accrual Period ending
October, 1995......... 7.57%
16. Excess Spread
The Excess Spread in respect of such
Distribution Date ........... $1,117,144
C. Accounts Added/Removed
The number of Additional Accounts which
have been added to the Trust pursuant to
subsection 2.6 of the Pooling and Servicing
Agreement, and the number of Accounts which
have been removed from the Trust, pursuant to
Section 2.7, during the month of October, 1995. 0
FIRST CONSUMERS NATIONAL BANK,
as Servicer
By: /s/ Tony Buda
Title: V.P./Controller
Exhibit No. 99.2
- -----------------------------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
SPIEGEL MASTER TRUST
SERIES 1995-A
Under Section 5.2 of the Amended and Restated Pooling and
Servicing Agreement dated as of December 13, 1994, as amended
by the Series 1995-A Supplement thereto (the "Pooling and
Servicing Agreement") among Spiegel Credit Corporation III
("SCCIII"), First Consumers National Bank ("FCNB"), and Harris
Trust and Savings Bank as trustee (the "Trustee"), FCNB, as
Servicer is required to prepare certain information each month
regarding current distributions to Series 1995-A
Certificateholders and the performance of the Spiegel Master
Trust (the "Trust") during the previous month. The information
which is required to be prepared with respect to the Distribution
Date of December 15, 1995 and with respect to the performance of
the Trust during the month of November, 1995 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1995-A Certificate
(a "Certificate"). Certain other information is presented based
on the aggregate basis and on the basis of an original principal
amount of $1,000 per Series 1995-A Certificate. Capitalized
terms used in this certificate have their respective meanings set
forth in the Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution
(stated on the basis of $1,000 original certificate principal
amount)
1. The total amount of the distribution to Certificate-
holders on December 15, 1995, per $1,000 original
certificate principal amount............... $4.64
2. The amount of the distribution set forth in para-
graph 1 above in respect of interest on the
Certificates, per $1,000 original certificate
principal amount. ....................... $4.64
3. The amount of the distribution set forth in para-
graph 1 above in respect of principal of the Certif-
icates, per $1,000 original certificate principal
amount ................................. $0.00
B. Information Regarding the Performance of the Trust
1. Collection of Principal Receivables.
(a) The aggregate amount of Collections on Princi-
pal Receivables processed during the month of
November, 1995 which were allocated in respect
of the Certificates........................ $0
2. Principal Receivables in the Trust.
(a) The aggregate amount of Principal Receivables
in the Trust as of the end of the day on November
30, 1995 the last day of the month...... $926,880,695
(b) The Class A Investor Amount as of November 30,
1995 (the last day of the month)....... $289,000,00
(c) The Class B Investor Amount as of November 30,
1995 (the last day of the month). $61,000,000
(d) The Class C Investor Amount as of November
30, 1995 (the last day of themonth)..... $124,000,000
(e) The Investor Amount as of November 30,
1995 (the last day of the month)....... $474,000,000
(f) The Investor Amount set forth in paragraph
2(e) above as a percentage of the aggregate
amount of Principal Receivables set forth in
paragraph 2(a) above ............ 51.14%
<PAGE>
- ------------------------------------------------------
3. Delinquent Balances.
The aggregate amount of outstanding balances
in the Accounts which were delinquent as of the
date such delinquency was determined for the
month of November, 1995:
(a) One month:........................ $77,795,558
(b) Two months: ...................... $29,982,811
(c) Three months: .................... $19,557,915
(d) Four months: ..................... $11,611,756
(e) Five months: ..................... $15,229,813
(f) Six or more months:............... $ 7,095,229
---------------
Total: ...................... $161,273,082
-------------
-------------
4. Monthly Period Finance Charge Sub-subaccount
Allocation for the month of November,1995.... $9,227,024
5. Investor Default Amount.
The aggregate amount of all defaulted Re-
ceivables written off as uncollectible during
the month of November, 1995 allocable to the
Investor Amount (the "Aggregate Investor
Default Amount")........... $4,977,442
6. Investor Net Recoveries for the month of
November, 1995...... $470,488
7.Class A Certificate Interest for the month of
November, 1995..... $1,806,250
8. Class B Certificate Interest for the month of
November, 1995.... $393,958
9.The Investor Monthly Servicing Fee for the
month of November, 1995. $790,000
10.The Required Class C Percentage and the
Class C Investor Percentage as of the last
day of the month of November,1995... 26.16%
<PAGE>
- ------------------------------------------------------
11.Total Deficiency amount, Investor Charge Offs,
and Reimbursement of Charge Offs:
(a) The excess, if any, of the sum of the amounts
set forth in paragraphs 5, 7, 8, and 9 above,
over the amount set forth in paragraph 4
above (the "Total Deficiency Amount").... $0
(b) The lesser of the Total Deficiency Amount
and the Class C Investor Amount (the "Class
C Investor Charge Off")...... $0
(c) The excess, if any, of the Total Deficiency
Amount over the Class C Investor Amount
(the "Class B Investor Charge Off").... $0
(d) The excess, if any, of the Total Deficiency
Amount over the sum of the Class C Investor
Amount and the Class B Investor Amount (the
"Class A Investor Charge Off").......... $0
(e) The least of (i) the excess, if any, of the
Total Deficiency Amount over the Investor
Default Amount, (ii) the Class C Investor
Amount and, (iii) the amount of principal
collections available (plus any amounts
allocated to Class C pursuant to (f), the
"Class C Reallocated Amounts")......... $0
(f) The least of (i) the Total Deficiency Amount
after giving effect to (e),(ii) the Class B
Investor Amount, and (iii) the amount of
principal collections available (such
amount less any remaining Class C
Investors Amount, the "Class B Real-
located Amounts"...... $0
(g) The total amount reimbursed to the Trust
in the current month in respect of Class
A Investor Charge Offs in prior months... $0
(h) The total amount reimbursed to the Trust
in the current month in respect of Class B
Investor Charge Offs in prior months.... $0
(i) The total amount reimbursed to the Trust
in the current month in respect of Class C
Investor Charge Offs in prior months..... $0
(j) The total amount reimbursed to the Trust in
the current month in respect of Class B
Reallocated Amounts in prior months....... $0
(k) The total amount reimbursed to the Trust in
the current month in respect of Class C
Reallocated Amounts in prior months........ $0
12. The average of the Portfolio Yield for the prior
three Monthly Periods........ 11.02%
13.The Pool Factor
(a) The Class A Pool Factor (which represents the
ratio of the amount of the Class A Investor
Amount on the last day of the month of
November, 1995 (adjusted for the Class A Charge
Offs set forth in 10(d) above and the amount of
the reimbursement set forth in 10(g) above) to
the amount of the Class A Investor Amount as
of the Initial closing Date). The amount of a
Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the
original denominationof the holder's Certificate
by the relevant Pool Factor.... 1.0000000
(b) The Class B Pool Factor (which represents the
ratio of the amount of the Class B Investor
Amount on the last day of the month of November,
1995 (adjusted for the Class B Charge Offs set
forth in 10(c) above and the amount of the
reimbursement set forth in 10(h) above) to the
amount of the Class B Investor Amount as of
the Initial closing Date). The amount of a
Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the
original denomination of the holder's Certificate
by the relevant Pool Factor .... 1.0000000
(c) The Class C Pool Factor (which represents the
ratio of the amount of the Class C Investor
Amount on the last day of the month of November,
1995 (adjusted for the Class C Charge Offs set
forth in 10(b) above and the amount of the
reimbursement set forth in 10(i) above) to
the amount of the Class C Investor Amount
as of the Initial closing Date). The amount of
a Certificateholder's pro rata share of the
Investor Amount can be determined by multi-
plying the original denomination of the holder's
Certificate by the relevant Pool Factor... 1.0000000
<PAGE>
- ------------------------------------------------------
14. Portfolio Yield
The Portfolio Yield for the month of
November, 1995................. 10.76%
15. Base Rate
The Base Rate for the Accrual Period ending
November, 1995......... 7.57%
16. Excess Spread
The Excess Spread in respect of such
Distribution Date ........... $1,259,374
C. Accounts Added/Removed
The number of Additional Accounts which
have been added to the Trust pursuant to
subsection 2.6 of the Pooling and Servicing
Agreement, and the number of Accounts which
have been removed from the Trust, pursuant to
Section 2.7, during the month of November, 1995. 0
FIRST CONSUMERS NATIONAL BANK,
as Servicer
By: /s/ Tony Buda
Title: V.P./Controller
Exhibit No. 99.3
- -----------------------------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
SPIEGEL MASTER TRUST
SERIES 1995-A
Under Section 5.2 of the Amended and Restated Pooling and
Servicing Agreement dated as of December 13, 1994, as amended
by the Series 1995-A Supplement thereto (the "Pooling and
Servicing Agreement") among Spiegel Credit Corporation III
("SCCIII"), First Consumers National Bank ("FCNB"), and Harris
Trust and Savings Bank as trustee (the "Trustee"), FCNB, as
Servicer is required to prepare certain information each month
regarding current distributions to Series 1995-A
Certificateholders and the performance of the Spiegel Master
Trust (the "Trust") during the previous month. The information
which is required to be prepared with respect to the
Distribution Date of January 16, 1996 and with respect to the
performance of the Trust during the month of December, 1995 is
set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Series
1995-A Certificate (a "Certificate"). Certain other information
is presented based on the aggregate basis and on the basis of an
original principal amount of $1,000 per Series 1995-A
Certificate. Capitalized terms used in this certificate have
their respective meanings set forth in the Pooling and Servicing
Agreement.
A. Information Regarding the Current Monthly Distribution
(stated on the basis of $1,000 original certificate principal
amount)
1. The total amount of the distribution to Certificate-
holders on January 16, 1995, per $1,000 original
certificate principal amount...... $4.64
2. The amount of the distribution set forth in para-
graph 1 above in respect of interest on the
Certificates, per $1,000 original certificate
principal amount. .............. $4.64
3. The amount of the distribution set forth in para-
graph 1 above in respect of principal of the Certif-
icates, per $1,000 original certificate principal
amount .................... $0.00
B. Information Regarding the Performance of the Trust
1. Collection of Principal Receivables.
(a) The aggregate amount of Collections on Princi-
pal Receivables processed during the month of
December, 1995 which were allocated in respect
of the Certificates.............. $0
2. Principal Receivables in the Trust.
(a) The aggregate amount of Principal Receivables
in the Trust as of the end of the day on December
31, 1995 the last day of the month....... $1,262,975,197
(b) The Class A Investor Amount as of December
31,1995 (the last day of the month).. $289,000,000
(c) The Class B Investor Amount as of December
31,1995 (the last day of the month)..... $61,000,000
(d) The Class C Investor Amount as of December
31, 1995 (the last day of themonth)...... $124,000,000
(e) The Investor Amount as of December 31,
1995 (the last day of the month)..... $474,000,000
(f) The Investor Amount set forth in paragraph
2(e) above as a percentage of the aggregate
amount of Principal Receivables set forth in
paragraph 2(a) above ......... 37.53%
<PAGE>
- ------------------------------------------------------
3. Delinquent Balances.
The aggregate amount of outstanding balances
in the Accounts which were delinquent as of the
date such delinquency was determined for the
month of December, 1995:
(a) One month:..................... $57,840,098
(b) Two months: ................... $43,776,909
(c) Three months: ................. $26,031,809
(d) Four months: .................. $18,995,817
(e) Five months: .................. $13,356,592
(f) Six or more months:............ $18,427,243
------------
Total: .......................... $178,428,468
------------
------------
4. Monthly Period Finance Charge Sub-subaccount
Allocation for the month of December,1995... $11,916,149
5. Investor Default Amount.
The aggregate amount of all defaulted Re-
ceivables written off as uncollectible during
the month of December, 1995 allocable to the
Investor Amount (the "Aggregate Investor
Default Amount")....... $5,391,412
6. Investor Net Recoveries for the month of
December, 1995...... $396,002
7.Class A Certificate Interest for the month of
December, 1995...... $1,806,250
8. Class B Certificate Interest for the month of
December, 1995.... $393,958
9.The Investor Monthly Servicing Fee for the
month of December, 1995.... $790,000
10.The Required Class C Percentage and the
Class C Investor Percentage as of the last
day of the month of December,1995... 26.16%
11.Total Deficiency amount, Investor Charge Offs,
and Reimbursement of Charge Offs:
(a) The excess, if any, of the sum of the amounts
set forth in paragraphs 5, 7, 8, and 9 above,
over the amount set forth in paragraph 4
above (the "Total Deficiency Amount")... $0
(b) The lesser of the Total Deficiency Amount
and the Class C Investor Amount (the "Class
C Investor Charge Off")..... $0
(c) The excess, if any, of the Total Deficiency
Amount over the Class C Investor Amount
(the "Class B Investor Charge Off").... $0
(d) The excess, if any, of the Total Deficiency
Amount over the sum of the Class C Investor
Amount and the Class B Investor Amount (the
"Class A Investor Charge Off")........ $0
(e) The least of (i) the excess, if any, of the
Total Deficiency Amount over the Investor
Default Amount, (ii) the Class C Investor
Amount and, (iii) the amount of principal
collections available (plus any amounts
allocated to Class C pursuant to (f), the
"Class C Reallocated Amounts")....... $0
(f) The least of (i) the Total Deficiency Amount
after giving effect to (e),(ii) the Class B
Investor Amount, and (iii) the amount of
principal collections available (such
amount less any remaining Class C
Investors Amount, the "Class B Real-
located Amounts"..... $0
(g) The total amount reimbursed to the Trust
in the current month in respect of Class
A Investor Charge Offs in prior months... $0
(h) The total amount reimbursed to the Trust
in the current month in respect of Class B
Investor Charge Offs in prior months.... $0
(i) The total amount reimbursed to the Trust
in the current month in respect of Class C
Investor Charge Offs in prior months..... $0
(j) The total amount reimbursed to the Trust in
the current month in respect of Class B
Reallocated Amounts in prior months....... $0
(j) The total amount reimbursed to the Trust in
the current month in respect of Class C
Reallocated Amounts in prior months....... $0
12. The average of the Portfolio Yield for the prior
three Monthly Periods........ 12.23%
13.The Pool Factor
(a) The Class A Pool Factor (which represents the
ratio of the amount of the Class A Investor
Amount on the last day of the month of
December, 1995 (adjusted for the Class A Charge
Offs set forth in 10(d) above and the amount of
the reimbursement set forth in 10(g) above) to
the amount of the Class A Investor Amount as
of the Initial closing Date). The amount of a
Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the
original denominationof the holder's Certificate
by the relevant Pool Factor... 1.0000000
(b) The Class B Pool Factor (which represents the
ratio of the amount of the Class B Investor
Amount on the last day of the month of December,
1995 (adjusted for the Class B Charge Offs set
forth in 10(c) above and the amount of the
reimbursement set forth in 10(h) above) to the
amount of the Class B Investor Amount as of
the Initial closing Date). The amount of a
Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the
original denomination of the holder's Certificate
by the relevant Pool Factor .......... 1.0000000
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(c) The Class C Pool Factor (which represents the
ratio of the amount of the Class C Investor
Amount on the last day of the month of December,
1995 (adjusted for the Class C Charge Offs set
forth in 10(b) above and the amount of the
reimbursement set forth in 10(i) above) to
the amount of the Class C Investor Amount
as of the Initial closing Date). The amount of
a Certificateholder's pro rata share of the
Investor Amount can be determined by multi-
plying the original denomination of the holder's
Certificate by the relevant Pool Factor..... 1.0000000
14. Portfolio Yield
The Portfolio Yield for the month of
December, 1995........... 16.52%
15. Base Rate
The Base Rate for the Accrual Period ending
December, 1995......... 7.57%
16. Excess Spread
The Excess Spread in respect of such
Distribution Date ...... $3,534,529
C. Accounts Added/Removed
The number of Additional Accounts which have
been added to the Trust pursuant to subsection
2.6 of the Pooling and Servicing Agreement,
and the number of Accounts which have been
removed from the Trust, pursuant to Section
2.7, during the month of
December, 1995. $279,273,028
FIRST CONSUMERS NATIONAL BANK,
as Servicer
By: /s/ Tony Buda
Title: V.P./Controller
