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Previous: MUNICIPAL INVESTMENT TR FD MULTISTATE SER 303 DEF ASSET FDS, 497, 1999-03-30 |
Next: MUNICIPAL INVEST TR FD MONTHLY PMT SER 611 DEF ASSET FDS, 497, 1999-03-30 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
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
For the transition period from ________ to ___________
Commission File Numbers 33-93806
333-2878
333-9309
Universal Bank, N.A.
(Originator of the Universal Card Master Trust)
Universal Card Master Trust
(Issuer of the Asset Backed Certificates)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
United States of America 58-1885168
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION)
200 Brookstone Centre, Suite 110
Columbus, GA 31904
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (706) 562-2200
<PAGE> 2
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A Series 1995-2 5.95% Asset Backed Certificates
Class B Series 1995-2 6.10% Asset Backed Certificates
Class A Series 1995-3 Floating Rate Asset Backed Certificates
Class B Series 1995-3 Floating Rate Asset Backed Certificates
Class A Series 1996-1 Floating Rate Asset Backed Certificates
Class B Series 1996-1 Floating Rate Asset Backed Certificates
Class A Series 1996-2 Floating Rate Asset Backed Certificates
Class B Series 1996-2 Floating Rate Asset Backed Certificates
Class A Series 1996-3 Floating Rate Asset Backed Certificates
Class B Series 1996-3 Floating Rate Asset Backed Certificates
Class A Series 1997-1 Floating Rate Asset Backed Certificates
Class B Series 1997-1 Floating Rate Asset Backed Certificates
(collectively, the "Certificates")
(Title of class)
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
----- -----
Documents Incorporated by Reference: None
<PAGE> 3
PART I
Items 1. Business.
Not Applicable.
Item 2. Properties.
Pursuant to Section 3.04(b) of the Amended and Restated Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April
24, 1998 relating to the Universal Card Master Trust (the "Trust") among
Universal Bank, N.A., as Transferor, Universal Card Services Corp., as Servicer,
and Bankers Trust Company, as Trustee, Universal Card Services Corp., as
Servicer, is required to deliver to the Trustee a monthly servicer certificate
(the "Monthly Report") for each outstanding series of investor certificates.
Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 contain the Annual Statement for
Series 1995-2, Series 1995-3, Series 1996-1, Series 1996-2, Series 1996-3, and
Series 1997-1 aggregating the information for each such series contained in the
Monthly Reports for calendar year 1998.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings with
respect to the Trust, involving the Trust, the Trustee, the Servicer, the Trust
Assets or Universal Bank, N.A. other than ordinary routine litigation incidental
to the duties of the Trustee, the Servicer or Universal Bank, N.A. under the
Pooling and Servicing Agreement.
Item 4. Submission of Matters to a vote of Security-Holders.
No matter was submitted during the fiscal year covered by this report
to a vote of Certificateholders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters.
Each class of Certificates is represented by one or more certificates
registered in the name of Cede & Co., the nominee of the Depository Trust
Company.
To the best knowledge of the registrant, there is no established public
trading market for the Certificates.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Not Applicable.
<PAGE> 4
Item 7A Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Exhibits 99.1 through 99.6 filed as part of this report and listed in
Item 14(a) below are also filed as part of this report under this Item 8.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
As previously reported, on April 2, 1998, the Servicer (the parent
corporation of AT&T Universal Funding Corp. at that time) was acquired by
Citibank N.A. In connection therewith, among other things, KPMG LLP was retained
to prepare and deliver the Report attached as Exhibit 99.8 hereto. The
replacement of PricewaterhouseCoopers LLP with KPMG was solely due to the
acquisition of the Servicer and not due to any disagreement.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Each class of Certificates is represented by one or more
Certificates registered in the name of Cede & Co., the nominee of The Depository
Trust Company ("DTC"), and an investor holding an interest in the Trust is not
entitled to receive a certificate representing such interest except in certain
limited circumstances. Accordingly, Cede & Co. is the sole holder of record of
Certificates, which it held on behalf of brokers, dealers, banks and other
direct participants in the DTC system at December 31, 1998. Such direct
participants may hold Certificates for their own accounts or for the accounts of
their customers. At December 31, 1998, the following direct DTC participants
held positions in the Certificates representing interests in the Trust equal to
or exceeding 5% of the total principal amount of each class of Certificates on
that date:
<PAGE> 5
SERIES 1995-2
<TABLE>
<CAPTION>
Participant Quantity Percentage
----------- -------- ----------
<S> <C> <C>
Class A
Bankers Trust Company $103,733,000 15%
Chase Manhattan $135,471,000 20%
Citibank $ 50,150,000 7%
Northern Trust Company $ 65,699,000 10%
State Street Bank & Trust $123,558,000 18%
Class B
Chase Manhattan Bank $ 25,125,000 71%
Bank of New York $ 10,000,000 28%
</TABLE>
SERIES 1995-3
<TABLE>
<CAPTION>
Participant Quantity Percentage
----------- -------- ----------
<S> <C> <C>
Class A
Bankers Trust Company $ 47,850,000 7%
Chase Manhattan Bank $323,400,000 50%
Citibank, N.A. $ 88,950,000 14%
Dai-Ichi Kangyo Bank Limited (The) $ 70,000,000 11%
Marine/Treasury Investments $ 47,750,000 7%
State Street Bank & Trust $ 42,300,000 6%
Class B
NBD Bank Municipal Bond Department $20,000,000 44%
Fuji Bank & Trust Company $25,000,000 56%
</TABLE>
SERIES 1996-1
<TABLE>
<CAPTION>
Participant Quantity Percentage
----------- -------- ----------
<S> <C> <C>
Class A
Bank of New York $ 81,800,000 10%
Bankers Trust Company $ 44,750,000 5%
Boston Safe Deposit & Trust $ 70,386,000 8%
Chase Bank of Texas $ 62,000,000 7%
Citibank $199,164,000 23%
State Street Bank & Trust $306,900,000 36%
Class B
Bankers Trust Company $20,000,000 25%
Bankers Trust Company/Corporate Clearance $13,400,000 17%
Bankers Trust/Investment Account $10,000,000 13%
Chase Manhattan Bank $ 4,500,000 6%
Citibank, N.A. $31,850,000 40%
</TABLE>
SERIES 1996-2
<TABLE>
<CAPTION>
Participant Quantity Percentage
----------- -------- ----------
<S> <C> <C>
Class A
Boston Safe Deposit & Trust $148,900,000 18%
Chase Manhattan $146,450,000 17%
Citibank, N.A. $ 51,500,000 6%
Investors Fiduciary Trust Company $ 55,000,000 6%
Northern Trust $127,500,000 15%
Prudential Securities Custody $128,000,000 15%
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
State Street Bank & Trust $143,650,000 17%
Class B
Bank of New York $ 12,500,000 16%
Bankers Trust Company $ 10,000,000 13%
Chase Securities Inc. $ 15,000,000 19%
Citibank, N.A. $ 30,500,000 38%
Prudential Securities Custody $ 10,000,000 13%
</TABLE>
SERIES 1996-3
<TABLE>
<CAPTION>
Participant Quantity Percentage
----------- -------- ----------
<S> <C> <C>
Class A
Bankers Trust Company $127,075,000 15%
Boston Safe Deposit & Trust $ 42,140,000 5%
Chase Bank of Texas $136,000,000 16%
Chase Manhattan $117,775,000 14%
Citibank, N.A. $120,205,000 14%
Northern Trust Company $ 93,530,000 11%
State Street Bank & Trust $106,200,000 12%
Class B
Chase Manhattan Bank $ 35,500,000 44%
Citibank $ 31,500,000 39%
SSB-Bank Portfolio $ 10,000,000 13%
</TABLE>
SERIES 1997-1
<TABLE>
<CAPTION>
Participant Quantity Percentage
----------- -------- ----------
<S> <C> <C>
Class A
Bankers Trust Company $ 92,297,000 11%
Bank of New York $149,385,000 18%
Chase Manhattan $194,610,000 23%
Citibank, N.A. $106,160,000 12%
State Street Bank & Trust $198,378,000 23%
Class B
Bank of New York $10,000,000 13%
Bankers Trust Company $20,000,000 25%
Boston Safe Deposit and Trust Company $ 6,000,000 8%
Chase Manhattan Bank $14,000,000 18%
Citibank, N.A. $ 7,000,000 9%
LBI-Lehman Government Securities $ 6,000,000 8%
NBD Bank Municipal Bond Dept. $10,000,000 13%
State Street Bank & Trust $ 7,000,000 9%
</TABLE>
The address of each above participant is:
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
(b) Not Applicable.
(c) Not Applicable.
<PAGE> 7
Item 13. Certain Relationships and Related Transactions.
(a) The registrant knows of no transaction or series of transactions
during 1998, or any currently proposed transaction or series of transactions, in
an amount exceeding $60,000, involving the Trust in which any Certificateholder
identified in item 12(a) or any other beneficial owner of more than five percent
of the Certificates known to the registrant had or will have a direct or
indirect material interest. There are no persons of the types described in Item
404(a)(1), (2) and (4) of Regulation S-K.
(b) Not Applicable.
(c) Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following are filed as part of this report.
Exhibit 16.1 Letter of PricewaterhouseCoopers LLP, dated March 16,
1999.
Exhibit 99.1 Annual Statement for the Period Ending December 31,
1998 with respect to the Universal Card Master Trust
Series 1995-2.
Exhibit 99.2 Annual Statement for the Period Ending December 31,
1998 with respect to the Universal Card Master Trust
Series 1995-3.
Exhibit 99.3 Annual Statement for the Period Ending December 31,
1998 with respect to the Universal Card Master Trust
Series 1996-1.
Exhibit 99.4 Annual Statement for the Period Ending December 31,
1998 with respect to the Universal Card Master Trust
Series 1996-2.
Exhibit 99.5 Annual Statement for the Period Ending December 31,
1998 with respect to the Universal Card Master Trust
Series 1996-3.
Exhibit 99.6 Annual Statement for the Period Ending December 31,
1998 with respect to the Universal Card Master Trust
Series 1997-1.
Exhibit 99.7 Universal Card Services Corp. Officers Certificate
dated March 12, 1999.
Exhibit 99.8 Report, dated March 19, 1999, issued by KPMG LLP.
<PAGE> 8
(b) The following Current Reports on Form 8-K were filed by the
registrant during the year ended December 31, 1998:
Current Report on Form 8-K dated January 20, 1998
Current Report on Form 8-K dated February 17, 1998
Current Report on Form 8-K dated March 17, 1998
Current Report on Form 8-K dated April 2, 1998
Current Report on Form 8-K dated April 17, 1998
Current Report on Form 8-K dated May 18, 1998
Current Report on Form 8-K dated June 17, 1998
Current Report on Form 8-K dated July 17, 1998
Current Report on Form 8-K dated August 17, 1998
Current Report on Form 8-K dated September 17, 1998
Current Report on Form 8-K dated October 19, 1998
Current Report on Form 8-K dated November 17, 1998
Current Report on Form 8-K dated December 17, 1998
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized on this 23rd
day of March, 1999.
UNIVERSAL CARD MASTER TRUST
BY: UNIVERSAL CARD SERVICES CORP.,
AS SERVICER
By: /s/ Thomas Donahue
------------------------------
Name: Thomas Donahue
Title: Treasurer
<PAGE> 10
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
Exhibit 16.1 Letter of PricewaterhouseCoopers LLP dated
March 16, 1999.
Exhibit 99.1 Annual Statement for the Period Ending December
31, 1998 with respect to the Universal Card
Master Trust Series 1995-2.
Exhibit 99.2 Annual Statement for the Period Ending December
31, 1998 with respect to the Universal Card
Master Trust Series 1995-3.
Exhibit 99.3 Annual Statement for the Period Ending December
31, 1998 with respect to the Universal Card
Master Trust Series 1996-1.
Exhibit 99.4 Annual Statement for the Period Ending December
31, 1998 with respect to the Universal Card
Master Trust Series 1996-2.
Exhibit 99.5 Annual Statement for the Period Ending December
31, 1998 with respect to the Universal Card
Master Trust Series 1996-3.
Exhibit 99.6 Annual Statement for the Period Ending December
31, 1998 with respect to the Universal Card
Master Trust Series 1997-1.
Exhibit 99.7 Universal Card Services Corp. Officers
Certificate dated March 12, 1999.
Exhibit 99.8 Report, dated March 19, 1999, issued by KPMG LLP.
<PAGE> 1
EXHIBIT 16.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
March 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 9 of Universal Card Master Trust's Form 10-K for the fiscal
year ended December 31, 1998 and are in the agreement with the statements
contained therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 99.1
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1995-2
FOR THE PERIOD ENDING DECEMBER 31, 1998
Pursuant to the Pooling and Servicing Agreement dated as of August 1,
1995 (hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
Universal Card Services Corp. ("UCS") as Servicer, Universal Bank, N.A. ("UB"),
as Transferor, and Bankers Trust Company, as trustee (the 'Trustee'), as
supplemented by the Series 1995-2 Supplement dated as of 11/15/95 (the
"Supplement") among UCS, UB and the Trustee, as Servicer is required to prepare
certain information each month regarding current distributions to the Series
1995-2 Certificateholders and the performance of the Universal Card Master Trust
(the "Trust") during the year. The information which is required to be prepared
with respect to the performance of the Trust during the period of 1/01/98 -
12/31/98 is set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Series 1995-2 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Annual
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.
<TABLE>
<S> <C>
A) Information regarding distribution in respect
of the Class A Certificates per $1,000
original certificate principal amount.
(1) The total amount of the
distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount $59.50000000
------------
(2) The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount $59.50000000
------------
(3) The amount of the distribution set forth
in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000
original certificate principal amount $0.00
-----
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs
(1) The amount of Class A Investor
Charge Offs $0.00
-----
(2) The amount of Class A Investors Charge
Offs set forth in paragraph 1 above, per
$1,000 original certificate
principal amount $0.00
-----
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
C) Information regarding distributions in respect
of the Class B Certificates, per $1,000
original certificate principal amount
(1) The total amount of the distribution in respect of
Class B Certificates, per $1,000 original
certificate principal amount $61.00000000
------------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Certificates, per $1,000 original
certificate principal amount $61.00000000
------------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Certificates, per $1,000 original
certificate principal amount $0.00
-----
D) Amount of reductions in Class B Invested
Amount pursuant to clauses (c), (d), and (e)
of the definition of Class B Invested Amount
(1) The amount of reductions in Class B
Invested Amount pursuant to clauses (c), (d),
and (e) of the definition of
Class B Invested Amount $0.00
-----
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
(2) The amount of reductions in the Class B
Invested Amount set forth in paragraph 1
above, per $1,000 original certificate principal amount $0.00
-----
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
E) Information regarding certain distributions to
the Collateral Interest Holder
(1) The amount distributed to the Collateral
Interest Holder in respect of interest on the
Collateral Invested Amount $2,359,484.17
-------------
(2) The amount distributed to the
Collateral Interest Holder in respect
of principal on the Collateral
Invested Amount $0.00
-----
F) Amount of reductions in Collateral
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of
Collateral Invested Amount
(1) The amount of reductions in the
Collateral Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Collateral Invested
Amount $0.00
-----
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
Servicer
By /s/Thomas F. Donahue
--------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 4
<TABLE>
<S> <C>
RECEIVABLES ---
Beginning of the Period Principal Receivables (01/01/98): $9,576,817,282.65
-----------------
Beginning of the Period Finance Charge Receivables (01/01/98): $90,433,646.72
--------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/98): $9,667,250,929.37
-----------------
Removed Principal Receivables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (3/98, 5/98, 10/98) $6,883,622,424.20
-----------------
Additional Finance Charge Receivables: (3/98, 5/98, 10/98) $73,558,046.10
--------------
Additional Total Receivables: $6,957,180,470.30
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/98): $14,274,783,458.43
------------------
End of the Period Finance Charge Receivables (12/31/98): $261,689,225.87
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/98): $14,536,472,684.30
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $12,249,999,999.99
------------------
End of the Period Transferor Amount (12/31/97) $123,966,334.19
---------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
End of the Period Delinquencies: (12/31/98)
31-60 Days Delinquent $166,192,354.00
---------------
61-90 Days Delinquent $102,872,527.00
---------------
91+ Days Delinquent $182,788,804.00
---------------
Total 31+ Days Delinquent $451,853,685.00
---------------
Defaulted Accounts During the Period (01/01/98-12/31/98) $643,241,153.08
---------------
</TABLE>
<PAGE> 5
<TABLE>
INVESTED AMOUNTS ---
<S> <C> <C>
Class A Initial Invested Amount $675,000,000
------------
Class B Initial Invested Amount $35,625,000
-----------
Collateral Initial Invested Amount $39,375,000
-----------
INITIAL INVESTED AMOUNT $750,000,000
------------
Class A Invested Amount $675,000,000.00
---------------
Class B Invested Amount $35,625,000.00
--------------
Collateral Invested Amount $39,375,000.00
--------------
INVESTED AMOUNT $750,000,000
------------
Class A Adjusted Invested Amount $675,000,000.00
---------------
Class B Adjusted Invested Amount $35,625,000.00
--------------
Collateral Invested Amount $39,375,000.00
--------------
ADJUSTED INVESTED AMOUNT $750,000,000
------------
ANNUAL SERVICING FEE $15,000,000.00
--------------
INVESTOR DEFAULT AMOUNT $39,856,025.95
--------------
GROUP 2 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.96%
-----
IN GROUP 2
GROUP 2 INVESTOR FINANCE CHARGE COLLECTIONS $129,656,870.18
---------------
GROUP 2 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 2 INVESTOR DEFAULT AMOUNT $39,856,025.95
--------------
GROUP 2 INVESTOR ANNUAL FEES $15,000,000.00
--------------
GROUP 2 INVESTOR ANNUAL INTEREST $44,695,109.17
--------------
SERIES 1995-2 INFORMATION
SERIES 1995-2 ALLOCATION PERCENTAGE 8.09%
---- - ----
SERIES 1995-2 ALLOCABLE FINANCE CHARGE $159,093,084.69
---- - ---------------
COLLECTIONS
SERIES 1995-2 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1995-2 ALLOCABLE DEFAULTED AMOUNT $51,164,427.34
--------------
SERIES 1995-2 ANNUAL FEES $15,000,000.00
--------------
SERIES 1995-2 ALLOCABLE PRINCIPAL COLLECTIONS $1,866,551,775.95
-----------------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
SERIES 1995-2 REQUIRED TRANSFEROR AMOUNT $52,500,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 79.05%
------
INVESTOR FINANCE CHARGE COLLECTIONS $124,179,000.18
---------------
INVESTOR DEFAULT AMOUNT $39,856,025.95
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $129,656,870.18
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 79.05%
------
AVAILABLE PRINCIPAL COLLECTIONS $1,452,757,890.68
-----------------
CLASS A AVAILABLE FUNDS ---
CLASS A FLOATING PERCENTAGE 90.00%
-----
Class A Floating Percentage of Reallocated $116,830,361.05
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $116,830,361.05
---------------
Class A Annual Interest $40,162,500.00
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $35,870,423.35
--------------
TOTAL CLASS A EXCESS SPREAD $40,797,437.72
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 4.75%
----
CLASS B AVAILABLE FUNDS $6,158,701.33
-------------
Class B Annual Interest $2,173,125.00
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $3,985,576.33
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 5.25%
----
COLLATERAL AVAILABLE FUNDS $6,806,985.70
-------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $6,806,985.70
-------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $51,589,999.75
--------------
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Chargeoffs $0.00
-----
Excess Spread Applied to Class B Required Amount $1,893,161.24
-------------
Excess Spread Applied to Reductions of Class B $0.00
Invested Amount pursuant to clauses (c), (d) and (e) -----
Excess Spread Applied to Collateral Annual $2,359,484.17
-------------
Interest
Excess Spread Applied to Unpaid Annual $15,000,000.00
--------------
Servicing Fee
Excess Spread Applied Collateral Default Amount $2,092,441.37
-------------
Excess Spread Applied to Reductions of $0.00
-----
Collateral Invested Amount Pursuant to Clauses
(c), (d) and (e)
Excess Spread Applied to Reserve Account $0.00
-----
Excess Spread Applied to Other Amounts Owed to $0.00
-----
Collateral Interest Holder
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES $30,244,912.97
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $415,269,949.20
FOR ALL ALLOCATION SERIES ---------------
SERIES 1995-2 EXCESS FINANCE CHARGE COLLECTIONS ---
EXCESS FINANCE CHARGE COLLECTIONS $0.00
ALLOCATED TO SERIES 1995-2 -----
Excess Finance Charge Collections Applied to $0.00
-----
Class A Required Amount
Excess Finance Charge Collections Applied to $0.00
-----
Class A Investor Charge Offs
Excess Finance Charge Collections Applied to $0.00
-----
Class B Required Amount
Excess Finance Charge Collections Applied to $0.00
-----
Reductions of Class B Invested Amount Pursuant
to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
-----
Collateral Annual Interest
Excess Finance Charge Collections Applied to $0.00
-----
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Unpaid Annual Servicing Fee
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
Excess Finance Charge Collections Applied to $0.00
Reductions of Collateral Invested Amount -----
Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
Reserve Account -----
Excess Finance Charge Collections Applied to $0.00
-----
Other Amounts Owed to Collateral Interest Holder
YIELD, BASE, AND EXCESS SPREAD RATE---
AVERAGE BASE RATE FOR THE PERIOD 7.96%
----
AVERAGE SERIES ADJUSTED PORTFOLIO 11.99%
YIELD FOR THE PERIOD -----
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 4.03%
----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 90.00%
-----
Class A Principal Collections $1,307,482,101.59
-----------------
CLASS B PRINCIPAL PERCENTAGE 4.75%
Class B Principal Collections $69,005,999.80
--------------
COLLATERAL PRINCIPAL PERCENTAGE 5.25%
-----
Collateral Principal Collections $76,269,789.25
--------------
AVAILABLE PRINCIPAL COLLECTIONS $1,452,757,890.64
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1995-2 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
ACCUMULATION ---
Controlled Accumulation Amount $0.00
-----
Deficit Controlled Accumulation Amount $0.00
-----
CONTROLLED DEPOSIT AMOUNT $0.00
-----
PRINCIPAL FUNDING ACCOUNT BALANCE $0.00
-----
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER $1,452,757,890.68
-----------------
PRINCIPAL SHARING SERIES
INVESTOR CHARGE OFFS AND REIMBURSEMENTS--
CLASS A INVESTOR CHARGE OFFS $0.00
-----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN $0.00
BY PRINCIPAL PAYMENTS) -----
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER $0.00
THAN BY PRINCIPAL PAYMENTS) -----
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $0.00
-----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
as Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 1
EXHIBIT 99.2
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1995-3
FOR THE PERIOD ENDING DECEMBER 31, 1998
Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1995
(hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
Universal Card Services Corp. ("UCS") as Servicer, Universal Bank, N.A. ("UB"),
as Transferor, and Bankers Trust Company, as trustee (the 'Trustee'), as
supplemented by the Series 1995-3 Supplement dated as of 11/15/95 (the
"Supplement") among UCS, UB and the Trustee, as Servicer is required to prepare
certain information each month regarding current distributions to the Series
1995-3 Certificateholders and the performance of the Universal Card Master Trust
(the "Trust") during the year. The information which is required to be prepared
with respect to the performance of the Trust during the period of 1/01/98 -
12/31/98 is set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Series 1995-3 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Annual
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.
<TABLE>
<S> <C>
A) Information regarding distribution in respect of the Class A
Certificates per $1,000 original certificate principal amount.
(1) The total amount of the distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount $49.32890946
(2) The amount of the distribution set forth in paragraph 1 above in
respect of interest on the Class A Certificates, per $1,000 original
certificate principal amount $49.32890946
(3) The amount of the distribution set forth in paragraph 1 above in
respect of principal of the Class A Certificates, per $1,000 original
certificate principal amount $0.00
-----
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs
(1) The amount of Class A Investor Charge Offs $0.00
-----
(2) The amount of Class A Investors Charge
Offs set forth in paragraph 1 above, per
$1,000 original certificate principal amount $0.00
-----
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
C) Information regarding distributions in
respect of the Class B Certificates,
per $1,000 original certificate
principal amount
(1) The total amount of the distribution
in respect of Class B Certificates, per
$1,000 original certificate principal amount $59.50956311
------------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Certificates, per $1,000 original
certificate principal amount $59.50956311
------------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Certificates, per $1,000 original
certificate principal amount $0.00
-----
D) Amount of reductions in Class B
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of
Class B Invested Amount
(1) The amount of reductions in
Class B Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Class B Invested Amount $0.00
-----
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
(2) The amount of reductions in the
Class B Invested Amount set forth
in paragraph 1 above, per $1,000
original certificate principal amount $0.00
-----
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
E) Information regarding certain
distributions to the Collateral
Interest Holder
(1) The amount distributed to the
Collateral Interest Holder in respect
of interest on the Collateral Invested
Amount $3,148,877.82
-------------
(2) The amount distributed to the Collateral
Interest Holder in respect of principal on
the Collateral Invested Amount $0.00
-----
F) Amount of reductions in Collateral
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of
Collateral Invested Amount
(1) The amount of reductions in the
Collateral Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Collateral Invested
Amount $0.00
-----
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
Servicer
By /s/ Thomas F. Donahue
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 4
<TABLE>
<S> <C>
RECEIVABLES --
Beginning of the Period Principal Receivables (01/01/98): $9,576,817,282.65
-----------------
Beginning of the Period Finance Charge Receivables (01/01/98): $90,433,646.72
--------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/98): $9,667,250,929.37
-----------------
Removed Principal Receivables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (3/98, 5/98, 10/98) $6,883,622,424.20
-----------------
Additional Finance Charge Receivables: (3/98, 5/98, 10/98) $73,558,046.10
--------------
Additional Total Receivables: $6,957,180,470.30
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/98): $14,274,783,458.43
------------------
End of the Period Finance Charge Receivables (12/31/98): $261,689,225.87
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/98): $14,536,472,684.30
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $12,249,999,999.99
------------------
End of the Period Transferor Amount $123,966,334.19
---------------
DELINQUENCIES AND LOSSES --
RECEIVABLES
End of the Period Delinquencies:
31-60 Days Delinquent $166,192,354.00
---------------
61-90 Days Delinquent $102,872,527.00
---------------
91+ Days Delinquent $182,788,804.00
---------------
Total 31+ Days Delinquent $451,853,685.00
---------------
Defaulted Accounts During the Period $643,241,153.08
---------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
INVESTED AMOUNTS --
Class A Initial Invested Amount $652,500,000
------------
Class B Initial Invested Amount $45,000,000
-----------
Collateral Initial Invested Amount $52,500,000
-----------
INITIAL INVESTED AMOUNT $750,000,000
------------
Class A Invested Amount $652,500,000
------------
Class B Invested Amount $45,000,000
-----------
Collateral Invested Amount $52,500,000
-----------
INVESTED AMOUNT $750,000,000
------------
Class A Adjusted Invested Amount $652,500,000
------------
Class B Adjusted Invested Amount $45,000,000
-----------
Collateral Invested Amount $52,500,000
-----------
ADJUSTED INVESTED AMOUNT $750,000,000
------------
ANNUAL SERVICING FEE $15,000,000.00
--------------
INVESTOR DEFAULT AMOUNT $39,856,025.95
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.74%
IN GROUP 1 ----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $920,812,579.83
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $284,340,815.40
---------------
GROUP 1 INVESTOR ANNUAL FEES $106,666,666.66
---------------
GROUP 1 INVESTOR ANNUAL INTEREST $309,645,754.09
---------------
SERIES 1995-3 INFORMATION
SERIES 1995-3 ALLOCATION PERCENTAGE 8.09%
----
SERIES 1995-3 ALLOCABLE FINANCE CHARGE $159,093,084.69
---------------
COLLECTIONS
SERIES 1995-3 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1995-3 ALLOCABLE DEFAULTED AMOUNT $51,164,427.34
--------------
SERIES 1995-3 ANNUAL FEES $15,000,000.00
--------------
SERIES 1995-3 ALLOCABLE PRINCIPAL COLLECTIONS $1,866,551,775.95
-----------------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
SERIES 1995-3 REQUIRED TRANSFEROR AMOUNT $52,500,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 79.05%
-----
INVESTOR FINANCE CHARGE COLLECTIONS $124,179,000.18
---------------
INVESTOR DEFAULT AMOUNT $39,856,025.95
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $130,044,304.64
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 79.05%
-----
AVAILABLE PRINCIPAL COLLECTIONS $1,452,757,890.68
-----------------
CLASS A AVAILABLE FUNDS --
CLASS A FLOATING PERCENTAGE 87.00%
-----
Class A Floating Percentage of Reallocated $113,378,158.06
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $113,378,158.06
---------------
Class A Annual Interest $38,104,264.72
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $34,674,742.58
--------------
TOTAL CLASS A EXCESS SPREAD $40,599,150.78
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 6.00%
----
CLASS B AVAILABLE FUNDS $7,801,834.43
-------------
Class B Annual Interest $2,677,930.34
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $5,123,904.10
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
----
COLLATERAL AVAILABLE FUNDS $9,102,140.17
-------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $9,102,140.17
-------------
EXCESS SPREAD --
TOTAL EXCESS SPREAD $54,825,195.05
--------------
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge Offs $0.00
-----
Excess Spread Applied to Class B Required Amount $2,391,361.57
-------------
Excess Spread Applied to Reductions of Class B $0.00
-----
Invested Amount pursuant to clauses (c), (d) and (e)
Excess Spread Applied to Collateral Annual Interest $3,148,877.82
-------------
Excess Spread Applied to Unpaid Annual Servicing Fee $15,000,000.00
--------------
Excess Spread Applied Collateral Default Amount $2,789,921.81
-------------
Excess Spread Applied to Reductions of $0.00
-----
Collateral Invested Amount Pursuant to Clauses
(c), (d) and (e)
Excess Spread Applied to Reserve Account $0.00
-----
Excess Spread Applied to Other Amounts Owed to $0.00
-----
Collateral Interest Holder
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES $31,495,033.86
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $415,269,949.20
---------------
FOR ALL ALLOCATION SERIES
SERIES 1995-3 EXCESS FINANCE CHARGE COLLECTIONS ---
EXCESS FINANCE CHARGE COLLECTIONS $0.00
-----
ALLOCATED TO SERIES 1995-3
Excess Finance Charge Collections Applied to Class A Required Amount $0.00
-----
Excess Finance Charge Collections Applied to Class A Investor Charge Offs $0.00
-----
Excess Finance Charge Collections Applied to Class B Required Amount $0.00
-----
Excess Finance Charge Collections Applied to $0.00
-----
Reductions of Class B Invested Amount Pursuant
to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to Collateral Annual Interest $0.00
-----
Excess Finance Charge Collections Applied to $0.00
-----
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Unpaid Annual Servicing Fee
Excess Finance Charge Collections Applied to Collateral Default Amount $0.00
-----
Excess Finance Charge Collections Applied to Reductions of Collateral Invested Amount $0.00
Pursuant to Clauses (c), (d) and (e) -----
Excess Finance Charge Collections Applied to Reserve Account $0.00
-----
Excess Finance Charge Collections Applied to $0.00
-----
Other Amounts Owed to Collateral Interest Holder
YIELD, BASE, AND EXCESS SPREAD RATE---
AVERAGE BASE RATE FOR THE PERIOD 7.86%
-----
AVERAGE SERIES ADJUSTED PORTFOLIO 12.06%
YIELD FOR THE PERIOD -----
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 4.20%
-----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 87.00%
-----
Class A Principal Collections $1,263,899,364.88
-----------------
CLASS B PRINCIPAL PERCENTAGE 6.00%
----
Class B Principal Collections $87,165,473.54
--------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $101,693,052.35
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,452,757,890.77
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1995-3 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER
PRINCIPAL SHARING SERIES $0.00
-----
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
<S> <C> <C>
ACCUMULATION --
Controlled Accumulation Amount $0.00
-----
Deficit Controlled Accumulation Amount $0.00
-----
CONTROLLED DEPOSIT AMOUNT $0.00
-----
PRINCIPAL FUNDING ACCOUNT BALANCE $0.00
-----
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER PRINCIPAL SHARING SERIES $1,452,757,890.68
-----------------
INVESTOR CHARGE OFFS AND REIMBURSEMENTS--
CLASS A INVESTOR CHARGE OFFS $0.00
-----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN $0.00
BY PRINCIPAL PAYMENTS) -----
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER $0.00
THAN BY PRINCIPAL PAYMENTS) -----
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $0.00
-----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS REIMBURSED $0.00
-----
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS REIMBURSED $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
as Servicer
By /s/ Thomas F. Donahue
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 1
EXHIBIT 99.3
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1996-1
FOR THE PERIOD ENDING DECEMBER 31, 1998
Pursuant to the Pooling and Servicing Agreement dated as of August 1,
1995 (hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
Universal Card Services Corp. ("UCS") as Servicer, Universal Bank, N.A. ("UB"),
as Transferor, and Bankers Trust Company, as trustee (the 'Trustee'), as
supplemented by the Series 1996-1 Supplement dated as of 04/30/96 (the
"Supplement") among UCS, UB and the Trustee, as Servicer is required to prepare
certain information each Period regarding current distributions to the Series
1996-1 Certificateholders and the performance of the Universal Card Master Trust
(the "Trust") during the year. The information which is required to be prepared
with respect to the performance of the Trust during the period of 1/01/98 -
12/31/98 is set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Series 1996-1 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Annual
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.
<TABLE>
<S> <C>
A) Information regarding distribution
in respect of the Class A
Certificates per $1,000 original
certificate principal amount.
(1) The total amount of the
distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount $48.77821500
------------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class A
Certificates, per $1,000 original
certificate principal amount $48.77821500
------------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class A
Certificates, per $1,000 original
certificate principal amount $0.00
-----
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs
(1) The amount of Class A Investor
Charge Offs $0.00
-----
(2) The amount of Class A Investors
Charge Offs set forth in paragraph
1 above, per $1,000 original
certificate principal amount $0.00
-----
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
C) Information regarding distributions
in respect of the Class B
Certificates, per $1,000 original
certificate principal amount
(1) The total amount of the
distribution in respect of Class B
Certificates, per $1,000 original
certificate principal amount 59.10511850
-----------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Certificates, per $1,000 original
certificate principal amount 59.10511850
-----------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Certificates, per $1,000 original
certificate principal amount $0.00
-----
D) Amount of reductions in Class B
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition
of Class B Invested Amount
(1) The amount of reductions in
Class B Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Class B Invested Amount $0.00
-----
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
(2) The amount of reductions in the
Class B Invested Amount set forth
in paragraph 1 above, per $1,000
original certificate principal amount $0.00
-----
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
E) Information regarding certain
distributions to the Collateral
Interest Holder
(1) The amount distributed to the
Collateral Interest Holder in respect
of interest on the Collateral Invested
Amount $4,198,503.82
-------------
(2) The amount distributed to the
Collateral Interest Holder in
respect of principal on the
Collateral Invested Amount $0.00
-----
F) Amount of reductions in Collateral
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition
of Collateral Invested Amount
(1) The amount of reductions in the
Collateral Invested Amount pursuant
to clauses (c), (d), and (e) of the
definition of Collateral Invested
Amount $0.00
-----
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 4
<TABLE>
<S> <C>
RECEIVABLES ---
Beginning of the Period Principal Receivables (01/01/98): $9,576,817,282.65
-----------------
Beginning of the Period Finance Charge Receivables (01/01/98): $90,433,646.72
--------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/98): $9,667,250,929.37
-----------------
Removed Principal Receivables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (3/98, 5/98, 10/98) $6,883,622,424.20
-----------------
Additional Finance Charge Receivables: (3/98, 5/98, 10/98) $73,558,046.10
--------------
Additional Total Receivables: $6,957,180,470.30
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/98): $14,274,783,458.43
------------------
End of the Period Finance Charge Receivables (12/31/98): $261,689,225.87
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/98): $14,536,472,684.30
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $12,249,999,999.99
------------------
End of the Period Transferor Amount (12/31/98) $165,288,445.59
---------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
End of the Period Delinquencies: (12/31/98)
31-60 Days Delinquent $166,192,354.00
---------------
61-90 Days Delinquent $102,872,527.00
---------------
91+ Days Delinquent $182,788,804.00
---------------
Total 31+ Days Delinquent $451,853,685.00
---------------
Defaulted Accounts During the Period: (1/1/98-12/31/98) $643,241,153.08
---------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
INVESTED AMOUNTS ---
Class A Initial Invested Amount $850,000,000
------------
Class B Initial Invested Amount $80,000,000
-----------
Collateral Initial Invested Amount $70,000,000
-----------
INITIAL INVESTED AMOUNT $1,000,000,000
--------------
Class A Invested Amount $850,000,000.00
---------------
Class B Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
INVESTED AMOUNT $1,000,000,000
--------------
Class A Adjusted Invested Amount $850,000,000.00
---------------
Class B Adjusted Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
ADJUSTED INVESTED AMOUNT $1,000,000,000
--------------
ANNUAL SERVICING FEE $20,000,000.04
--------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.74%
IN GROUP 1 ----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $920,812,579.83
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $284,340,815.40
---------------
GROUP 1 INVESTOR ANNUAL FEES $106,666,666.66
---------------
GROUP 1 INVESTOR ANNUAL INTEREST $309,645,754.09
---------------
SERIES 1996-1 INFORMATION
SERIES 1996-1 ALLOCATION PERCENTAGE 10.78%
-----
SERIES 1996-1 ALLOCABLE FINANCE CHARGE COLLECTIONS $212,124,112.95
---------------
SERIES 1996-1 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1996-1 ALLOCABLE DEFAULTED AMOUNT $68,219,236.44
--------------
SERIES 1996-1 ANNUAL FEES $20,000,000.04
--------------
SERIES 1996-1 ALLOCABLE PRINCIPAL COLLECTIONS $2,488,735,701.28
-----------------
SERIES 1996-1 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
FLOATING ALLOCATION PERCENTAGE 79.05%
-----
INVESTOR FINANCE CHARGE COLLECTIONS $165,572,000.22
---------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $172,805,348.62
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 79.05%
-----
AVAILABLE PRINCIPAL COLLECTIONS $1,936,010,520.88
-----------------
CLASS A AVAILABLE FUNDS ---
CLASS A FLOATING PERCENTAGE 85.00%
-----
Class A Floating Percentage of Reallocated $147,217,409.76
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $147,217,409.76
---------------
Class A Annual Interest $49,079,100.58
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $45,170,162.74
--------------
TOTAL CLASS A EXCESS SPREAD $52,968,146.44
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
----
CLASS B AVAILABLE FUNDS $13,824,427.88
--------------
Class B Annual Interest $4,728,409.48
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $9,096,018.42
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
----
COLLATERAL AVAILABLE FUNDS $12,096,374.42
--------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $12,096,374.42
--------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $74,160,539.28
--------------
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge Offs $0.00
-----
Excess Spread Applied to Class B Required Amount $4,251,309.43
-------------
Excess Spread Applied to Reductions of Class B $0.00
-----
Invested Amount pursuant to clauses (c), (d) and (e)
Excess Spread Applied to Collateral Annual Interest $4,198,503.82
-------------
Excess Spread Applied to Unpaid Annual $20,000,000.04
--------------
Servicing Fee
Excess Spread Applied Collateral Default Amount $3,719,895.75
-------------
Excess Spread Applied to Reductions of $0.00
-----
Collateral Invested Amount Pursuant to Clauses
(c), (d) and (e)
Excess Spread Applied to Reserve Account $0.00
-----
Excess Spread Applied to Other Amounts Owed to $0.00
-----
Collateral Interest Holder
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES $41,990,830.26
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $415,269,949.20
FOR ALL ALLOCATION SERIES ---------------
SERIES 1996-1 EXCESS FINANCE CHARGE COLLECTIONS ---
EXCESS FINANCE CHARGE COLLECTIONS $0.00
ALLOCATED TO SERIES 1996-1 -----
Excess Finance Charge Collections Applied to $0.00
-----
Class A Required Amount
Excess Finance Charge Collections Applied to $0.00
-----
Class A Investor Charge Offs
Excess Finance Charge Collections Applied to $0.00
-----
Class B Required Amount
Excess Finance Charge Collections Applied to $0.00
-----
Reductions of Class B Invested Amount Pursuant
to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
-----
Collateral Annual Interest
Excess Finance Charge Collections Applied to $0.00
-----
Unpaid Annual Servicing Fee
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Excess Finance Charge Collections Applied to $0.00
-----
Collateral Default Amount
Excess Finance Charge Collections Applied to $0.00
Reductions of Collateral Invested Amount -----
Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
-----
Reserve Account
Excess Finance Charge Collections Applied to $0.00
-----
Other Amounts Owed to Collateral Interest Holder
YIELD, BASE, EXCESS SPREAD RATE---
AVERAGE BASE RATE FOR THE PERIOD 7.80%
----
AVERAGE SERIES ADJUSTED PORTFOLIO 12.00%
YIELD FOR THE PERIOD -----
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 4.20%
----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 85.00%
-----
Class A Principal Collections $1,646,458,942.75
-----------------
CLASS B PRINCIPAL PERCENTAGE 8.00%
----
Class B Principal Collections $154,960,841.68
---------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $135,590,736.47
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,937,010,520.90
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1996-1 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
ACCUMULATION ---
Controlled Accumulation Amount $0.00
-----
Deficit Controlled Accumulation Amount $0.00
-----
CONTROLLED DEPOSIT AMOUNT $0.00
-----
PRINCIPAL FUNDING ACCOUNT BALANCE $0.00
-----
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER $1,937,010,520.88
-----------------
PRINCIPAL SHARING SERIES
INVESTOR CHARGE OFFS AND REIMBURSEMENTS--
CLASS A INVESTOR CHARGE OFFS $0.00
-----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN $0.00
BY PRINCIPAL PAYMENTS) -----
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER $0.00
THAN BY PRINCIPAL PAYMENTS) -----
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $0.00
-----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
as Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 1
EXHIBIT 99.4
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1996-2
FOR THE PERIOD ENDING DECEMBER 31, 1998
Pursuant to the Pooling and Servicing Agreement dated as of August 1,
1995 (hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
Universal Card Services Corp. ("UCS") as Servicer, Universal Bank, N.A. ("UB"),
as Transferor, and Bankers Trust Company, as trustee (the 'Trustee'), as
supplemented by the Series 1996-2 Supplement dated as of 06/30/96 (the
"Supplement") among UCS, UB and the Trustee, as Servicer is required to prepare
certain information each Period regarding current distributions to the Series
1996-2 Certificateholders and the performance of the Universal Card Master Trust
(the "Trust") during the year. The information which is required to be prepared
with respect to the performance of the Trust during the period of 1/01/98 -
12/31/98 is set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Series 1996-2 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Annual
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.
<TABLE>
<S> <C>
A) Information regarding distribution
in respect of the Class A
Certificates per $1,000 original
certificate principal amount.
(1) The total amount of the
distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount $48.31224279
------------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class A
Certificates, per $1,000 original
certificate principal amount $48.31224279
------------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class
A Certificates, per $1,000
original certificate principal amount $0.00
-----
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs
(1) The amount of Class A Investor
Charge Offs $0.00
-----
(2) The amount of Class A
Investors Charge Offs set forth in
paragraph 1 above, per $1,000
original certificate
principal amount $0.00
-----
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
C) Information regarding
distributions in respect of the
Class B Certificates, per $1,000
original certificate principal
amount
(1) The total amount of the
distribution in respect of Class B
Certificates, per $1,000 original
certificate principal amount 58.59956288
-----------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Certificates, per $1,000 original
certificate principal amount 58.59956288
-----------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Certificates, per $1,000 original
certificate principal amount $0.00
-----
D) Amount of reductions in Class B
Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Class B Invested
Amount
(1) The amount of reductions in
Class B Invested Amount pursuant
to clauses (c), (d), and (e) of
the definition of Class B Invested Amount $0.00
-----
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
(2) The amount of reductions in
the Class B Invested Amount set
forth in paragraph 1 above, per
$1,000 original certificate principal amount $0.00
-----
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
E) Information regarding certain
distributions to the Collateral
Interest Holder
(1) The amount distributed to the
Collateral Interest Holder in respect
of interest on the Collateral Invested
Amount $4,224,820.18
-------------
(2) The amount distributed to the
Collateral Interest Holder in
respect of principal on the
Collateral Invested Amount $0.00
-----
F) Amount of reductions in Collateral
Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Collateral Invested
Amount
(1) The amount of reductions in
the Collateral Invested Amount
pursuant to clauses (c), (d), and
(e) of the definition of
Collateral Invested Amount $0.00
-----
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 4
<TABLE>
<S> <C>
RECEIVABLES ---
Beginning of the Period Principal Receivables (01/01/98): $9,576,817,282.65
-----------------
Beginning of the Period Finance Charge Receivables (01/01/98): $90,433,646.72
--------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/98): $9,667,250,929.37
-----------------
Removed Principal Receivables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (3/98, 5/98, 10/98) $6,883,622,424.20
-----------------
Additional Finance Charge Receivables: (3/98, 5/98, 10/98) $73,558,046.10
--------------
Additional Total Receivables: $6,957,180,470.30
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/98): $14,274,783,458.43
------------------
End of the Period Finance Charge Receivables (12/31/98): $261,689,225.87
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/98): $14,536,472,684.30
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $12,249,999,999.99
------------------
End of the Period Transferor Amount (12/31/98) $165,288,445.59
---------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
End of the Period Delinquencies: (12/31/98)
31-60 Days Delinquent $166,192,354.00
---------------
61-90 Days Delinquent $102,872,527.00
---------------
91+ Days Delinquent $182,788,804.00
---------------
Total 31+ Days Delinquent $451,853,685.00
---------------
Defaulted Accounts During the Period $643,241,153.08
---------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
INVESTED AMOUNTS ---
Class A Initial Invested Amount $850,000,000
------------
Class B Initial Invested Amount $80,000,000
-----------
Collateral Initial Invested Amount $70,000,000
-----------
INITIAL INVESTED AMOUNT $1,000,000,000
--------------
Class A Invested Amount $850,000,000.00
---------------
Class B Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
INVESTED AMOUNT $1,000,000,000
--------------
Class A Adjusted Invested Amount $850,000,000.00
---------------
Class B Adjusted Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
ADJUSTED INVESTED AMOUNT $1,000,000,000
--------------
ANNUAL SERVICING FEE $20,000,000.04
--------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.74%
----
IN GROUP 1
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $920,812,579.83
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $284,340,815.40
---------------
GROUP 1 INVESTOR ANNUAL FEES $106,666,666.66
---------------
GROUP 1 INVESTOR ANNUAL INTEREST $309,645,754.09
---------------
SERIES 1996-2 INFORMATION
SERIES 1996-2 ALLOCATION PERCENTAGE 10.78%
-----
SERIES 1996-2 ALLOCABLE FINANCE CHARGE $212,124,112.95
---------------
COLLECTIONS
SERIES 1996-2 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1996-2 ALLOCABLE DEFAULTED AMOUNT $68,219,236.44
--------------
SERIES 1996-2 ANNUAL FEES $20,000,000.04
--------------
SERIES 1996-2 ALLOCABLE PRINCIPAL COLLECTIONS $2,488,735,701.28
-----------------
SERIES 1996-2 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
FLOATING ALLOCATION PERCENTAGE 79.05%
-----
INVESTOR FINANCE CHARGE COLLECTIONS $165,572,000.22
---------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $172,318,526.11
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 79.05%
-----
AVAILABLE PRINCIPAL COLLECTIONS $1,936,010,520.88
-----------------
CLASS A AVAILABLE FUNDS ---
CLASS A FLOATING PERCENTAGE 85.00%
-----
Class A Floating Percentage of Reallocated $147,065,675.30
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $147,065,675.30
---------------
Class A Annual Interest $48,606,406.15
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $45,170,162.74
--------------
TOTAL CLASS A EXCESS SPREAD $53,289,106.44
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
----
CLASS B AVAILABLE FUNDS $13,785,482.09
--------------
Class B Annual Interest $4,677,965.03
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $9,097,517.07
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
----
COLLATERAL AVAILABLE FUNDS $12,062,296.82
--------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $12,062,296.82
--------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $74,448,920.33
--------------
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge Offs $0.00
-----
Excess Spread Applied to Class B Required Amount $4,251,309.43
-------------
Excess Spread Applied to Reductions of Class B $0.00
-----
Invested Amount pursuant to clauses (c), (d) and (e)
Excess Spread Applied to Collateral Annual Interest $4,224,820.18
-------------
Excess Spread Applied to Unpaid Annual Servicing Fee $20,000,000.04
--------------
Excess Spread Applied Collateral Default Amount $3,719,895.75
-------------
Excess Spread Applied to Reductions of $0.00
Collateral Invested Amount Pursuant to Clauses -----
(c), (d) and (e)
Excess Spread Applied to Reserve Account $0.00
-----
Excess Spread Applied to Other Amounts Owed to $0.00
Collateral Interest Holder -----
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES $42,252,894.94
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS FOR ALL ALLOCATION SERIES $415,269,949.20
---------------
SERIES 1996-2 EXCESS FINANCE CHARGE COLLECTIONS ---
EXCESS FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES 1996-2 $0.00
-----
Excess Finance Charge Collections Applied to $0.00
Class A Required Amount -----
Excess Finance Charge Collections Applied to $0.00
Class A Investor Charge Offs -----
Excess Finance Charge Collections Applied to $0.00
Class B Required Amount -----
Excess Finance Charge Collections Applied to $0.00
Reductions of Class B Invested Amount Pursuant -----
to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
Collateral Annual Interest -----
Excess Finance Charge Collections Applied to $0.00
Unpaid Annual Servicing Fee -----
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
Excess Finance Charge Collections Applied to $0.00
Reductions of Collateral Invested Amount -----
Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
Reserve Account -----
Excess Finance Charge Collections Applied to $0.00
Other Amounts Owed to Collateral Interest Holder -----
YIELD, BASE, EXCESS SPREAD RATE---
AVERAGE BASE RATE FOR THE PERIOD 7.75%
----
AVERAGE SERIES ADJUSTED PORTFOLIO 11.98%
YIELD FOR THE PERIOD -----
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 4.23%
----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 85.00%
-----
Class A Principal Collections $1,646,458,942.75
-----------------
CLASS B PRINCIPAL PERCENTAGE 8.00%
----
Class B Principal Collections $154,960,841.68
---------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
----
Collateral Principal Collections $135,590,736.47
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,937,010,520.90
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1996-2 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
ACCUMULATION ---
Controlled Accumulation Amount $0.00
-----
Deficit Controlled Accumulation Amount $0.00
-----
CONTROLLED DEPOSIT AMOUNT $0.00
-----
PRINCIPAL FUNDING ACCOUNT BALANCE $0.00
-----
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER $1,937,010,520.88
PRINCIPAL SHARING SERIES -----------------
INVESTOR CHARGE OFFS AND REIMBURSEMENTS--
CLASS A INVESTOR CHARGE OFFS $0.00
-----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN $0.00
BY PRINCIPAL PAYMENTS) -----
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER $0.00
THAN BY PRINCIPAL PAYMENTS) -----
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $0.00
-----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
as Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 1
EXHIBIT 99.5
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1996-3
FOR THE PERIOD ENDING DECEMBER 31, 1998
Pursuant to the Pooling and Servicing Agreement dated as of August 1,
1995 (hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
Universal Card Services Corp. ("UCS") as Servicer, Universal Bank, N.A. ("UB"),
as Transferor, and Bankers Trust Company, as trustee (the 'Trustee'), as
supplemented by the Series 1996-3 Supplement dated as of 09/17/96 (the
"Supplement") among UCS, UB and the Trustee, as Servicer is required to prepare
certain information each Period regarding current distributions to the Series
1996-3 Certificateholders and the performance of the Universal Card Master Trust
(the "Trust") during the year. The information which is required to be prepared
with respect to the performance of the Trust during the period of 1/01/98 -
12/31/98 is set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Series 1996-3 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Annual
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.
<TABLE>
<S> <C>
A) Information regarding distribution in respect of the Class A
Certificates per $1,000 original certificate principal amount.
(1) The total amount of the
distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount $58.75173611
------------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class A
Certificates, per $1,000 original
certificate principal amount $58.75173611
------------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class
A Certificates, per $1,000
original certificate principal amount $0.00
-----
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs
(1) The amount of Class A Investor
Charge Offs $0.00
-----
(2) The amount of Class A
Investors Charge Offs set forth in
paragraph 1 above, per $1,000
original certificate
principal amount $0.00
-----
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
C) Information regarding
distributions in respect of the
Class B Certificates, per $1,000
original certificate principal
amount
(1) The total amount of the
distribution in respect of Class B
Certificates, per $1,000 original
certificate principal amount 60.77951400
-----------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Certificates, per $1,000 original
certificate principal amount 60.77951400
-----------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Certificates, per $1,000 original
certificate principal amount $0.00
-----
D) Amount of reductions in Class B
Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Class B Invested
Amount
(1) The amount of reductions in
Class B Invested Amount pursuant
to clauses (c), (d), and (e) of
the definition of
Class B Invested Amount $0.00
-----
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
(2) The amount of reductions in
the Class B Invested Amount set
forth in paragraph 1 above, per
$1,000 original certificate principal
amount $0.00
-----
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
E) Information regarding certain
distributions to the Collateral
Interest Holder
(1) The amount distributed to the
Collateral Interest Holder in respect
of interest on the Collateral Invested
Amount $4,233,553.05
-------------
(2) The amount distributed to the
Collateral Interest Holder in
respect of principal on the Collateral
Invested Amount $0.00
-----
F) Amount of reductions in Collateral
Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Collateral Invested
Amount
(1) The amount of reductions in
the Collateral Invested Amount
pursuant to clauses (c), (d), and
(e) of the definition of
Collateral Invested Amount $0.00
-----
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 4
<TABLE>
<S> <C>
RECEIVABLES ---
Beginning of the Period Principal Receivables (01/01/98): $9,576,817,282.65
-----------------
Beginning of the Period Finance Charge Receivables (01/01/98): $90,433,646.72
--------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/98): $9,667,250,929.37
-----------------
Removed Principal Receivables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (3/98, 5/98, 10/98) $6,883,622,424.20
-----------------
Additional Finance Charge Receivables: (3/98, 5/98, 10/98) $73,558,046.10
--------------
Additional Total Receivables: $6,957,180,470.30
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/98): $14,274,783,458.43
------------------
End of the Period Finance Charge Receivables (12/31/98): $261,689,225.87
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/98): $14,536,472,684.30
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $12,249,999,999.99
------------------
End of the Period Transferor Amount (12/31/98) $165,288,445.59
---------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
End of the Period Delinquencies: (12/31/98)
31-60 Days Delinquent $166,192,354.00
---------------
61-90 Days Delinquent $102,872,527.00
---------------
91+ Days Delinquent $182,788,804.00
---------------
Total 31+ Days Delinquent $451,853,685.00
---------------
Defaulted Accounts During the Period $643,241,153.08
---------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
INVESTED AMOUNTS ---
Class A Initial Invested Amount $850,000,000
------------
Class B Initial Invested Amount $80,000,000
-----------
Collateral Initial Invested Amount $70,000,000
-----------
INITIAL INVESTED AMOUNT $1,000,000,000
--------------
Class A Invested Amount $850,000,000.00
---------------
Class B Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
INVESTED AMOUNT $1,000,000,000
--------------
Class A Adjusted Invested Amount $850,000,000.00
---------------
Class B Adjusted Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
ADJUSTED INVESTED AMOUNT $1,000,000,000
--------------
ANNUAL SERVICING FEE $20,000,000.04
--------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES
IN GROUP 1 5.74%
----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $920,812,579.83
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $284,340,815.40
---------------
GROUP 1 INVESTOR ANNUAL FEES $106,666,666.66
---------------
GROUP 1 INVESTOR ANNUAL INTEREST $309,645,754.09
---------------
SERIES 1996-3 INFORMATION
SERIES 1996-3 ALLOCATION PERCENTAGE 10.78%
-----
SERIES 1996-3 ALLOCABLE FINANCE CHARGE $212,124,112.95
---------------
COLLECTIONS
SERIES 1996-3 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1996-3 ALLOCABLE DEFAULTED AMOUNT $68,219,236.44
--------------
SERIES 1996-3 ANNUAL FEES $20,000,000.04
--------------
SERIES 1996-3 ALLOCABLE PRINCIPAL COLLECTIONS $2,488,735,701.28
-----------------
SERIES 1996-3 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
FLOATING ALLOCATION PERCENTAGE 79.05%
-----
INVESTOR FINANCE CHARGE COLLECTIONS $165,572,000.22
---------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $173,093,062.03
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 79.05%
-----
AVAILABLE PRINCIPAL COLLECTIONS $1,936,010,520.88
-----------------
CLASS A AVAILABLE FUNDS ---
CLASS A FLOATING PERCENTAGE 85.00%
-----
Class A Floating Percentage of Reallocated
Investor Finance Charge Collections $147,476,557.47
---------------
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $147,476,557.47
---------------
Class A Annual Interest $49,261,975.24
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $45,170,162.74
--------------
TOTAL CLASS A EXCESS SPREAD $53,044,419.49
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
----
CLASS B AVAILABLE FUNDS $13,847,444.96
--------------
Class B Annual Interest $4,798,198.98
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $9,049,245.98
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
----
COLLATERAL AVAILABLE FUNDS $12,116,514.36
--------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $12,116,514.36
--------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $74,210,179.83
--------------
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge Offs $0.00
-----
Excess Spread Applied to Class B Required Amount $4,251,309.43
-------------
Excess Spread Applied to Reductions of Class B $0.00
Invested Amount pursuant to clauses (c), (d) and (e) -----
Excess Spread Applied to Collateral Annual Interest $4,233,553.05
-------------
Excess Spread Applied to Unpaid Annual Servicing Fee $20,000,000.04
--------------
Excess Spread Applied Collateral Default Amount $3,719,895.75
-------------
Excess Spread Applied to Reductions of $0.00
Collateral Invested Amount Pursuant to Clauses -----
(c), (d) and (e)
Excess Spread Applied to Reserve Account $0.00
-----
Excess Spread Applied to Other Amounts Owed to $0.00
Collateral Interest Holder -----
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES $42,005,421.58
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $415,269,949.20
FOR ALL ALLOCATION SERIES ---------------
SERIES 1996-3 EXCESS FINANCE CHARGE COLLECTIONS ---
EXCESS FINANCE CHARGE COLLECTIONS $0.00
ALLOCATED TO SERIES 1996-3 -----
Excess Finance Charge Collections Applied to
Class A Required Amount $0.00
-----
Excess Finance Charge Collections Applied to
Class A Investor Charge Offs $0.00
-----
Excess Finance Charge Collections Applied to
Class B Required Amount $0.00
-----
Excess Finance Charge Collections Applied to
Reductions of Class B Invested Amount Pursuant
to Clauses (c), (d) and (e) $0.00
-----
Excess Finance Charge Collections Applied to
Collateral Annual Interest $0.00
-----
Excess Finance Charge Collections Applied to
Unpaid Annual Servicing Fee $0.00
-----
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Excess Finance Charge Collections Applied to
Collateral Default Amount $0.00
-----
Excess Finance Charge Collections Applied to
Reductions of Collateral Invested Amount
Pursuant to Clauses (c), (d) and (e) $0.00
-----
Excess Finance Charge Collections Applied to
Reserve Account $0.00
-----
Excess Finance Charge Collections Applied to
Other Amounts Owed to Collateral Interest Holder $0.00
-----
YIELD, BASE, EXCESS SPREAD RATE---
AVERAGE BASE RATE FOR THE PERIOD 7.83%
----
AVERAGE SERIES ADJUSTED PORTFOLIO
YIELD FOR THE PERIOD 12.03%
-----
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 4.20%
----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 85.00%
-----
Class A Principal Collections $1,646,458,942.75
-----------------
CLASS B PRINCIPAL PERCENTAGE 8.00%
----
Class B Principal Collections $154,960,841.68
---------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
----
Collateral Principal Collections $135,590,736.47
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,937,010,520.90
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1996-3 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER
PRINCIPAL SHARING SERIES $0.00
-----
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
ACCUMULATION ---
Controlled Accumulation Amount $0.00
-----
Deficit Controlled Accumulation Amount $0.00
-----
CONTROLLED DEPOSIT AMOUNT $0.00
-----
PRINCIPAL FUNDING ACCOUNT BALANCE $0.00
-----
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER
PRINCIPAL SHARING SERIES $1,937,010,520.88
-----------------
INVESTOR CHARGE OFFS AND REIMBURSEMENTS--
CLASS A INVESTOR CHARGE OFFS $0.00
-----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN
BY PRINCIPAL PAYMENTS) $0.00
-----
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER
THAN BY PRINCIPAL PAYMENTS) $0.00
-----
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $0.00
-----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS
REIMBURSED $0.00
-----
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS
REIMBURSED $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
as Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 1
EXHIBIT 99.6
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1997-1
FOR THE PERIOD ENDING DECEMBER 31, 1998
Pursuant to the Pooling and Servicing Agreement dated as of August 1,
1995 (hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
Universal Card Services Corp. ("UCS") as Servicer, Universal Bank, N.A. ("UB"),
as Transferor, and Bankers Trust Company, as trustee (the 'Trustee'), as
supplemented by the Series 1997-1 Supplement dated as of 05/14/97 (the
"Supplement") among UCS, UB and the Trustee, as Servicer is required to prepare
certain information each Period regarding current distributions to the Series
1997-1 Certificateholders and the performance of the Universal Card Master Trust
(the "Trust") during the year. The information which is required to be prepared
with respect to the performance of the Trust during the period of 1/01/98 -
12/31/98 is set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Series 1997-1 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Annual
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.
<TABLE>
<S> <C>
A) Information regarding distribution
in respect of the Class A
Certificates per $1,000 original
certificate principal amount.
(1) The total amount of the
distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount $58.92997278
------------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class A
Certificates, per $1,000 original
certificate principal amount $58.92997278
------------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class
A Certificates, per $1,000
original certificate principal amount $0.00
-----
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs
(1) The amount of Class A Investor
Charge Offs $0.00
-----
(2) The amount of Class A
Investors Charge Offs set forth in
paragraph 1 above, per $1,000
original certificate
principal amount $0.00
-----
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
C) Information regarding
distributions in respect of the
Class B Certificates, per $1,000
original certificate principal
amount
(1) The total amount of the
distribution in respect of Class B
Certificates, per $1,000 original
certificate principal amount 60.85636163
-----------
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Certificates, per $1,000 original
certificate principal amount 60.85636163
-----------
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Certificates, per $1,000 original
certificate principal amount $0.00
-----
D) Amount of reductions in Class B
Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Class B Invested
Amount
(1) The amount of reductions in
Class B Invested Amount pursuant
to clauses (c), (d), and (e) of
the definition of
Class B Invested Amount $0.00
-----
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
(2) The amount of reductions in
the Class B Invested Amount set
forth in paragraph 1 above, per
$1,000 original certificate principal amount $0.00
-----
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount $0.00
-----
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount $0.00
-----
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date $0.00
-----
E) Information regarding certain
distributions to the Collateral
Interest Holder
(1) The amount distributed to the
Collateral Interest Holder in respect
of interest on the Collateral Invested
Amount $4,243,744.57
-------------
(2) The amount distributed to the
Collateral Interest Holder in
respect of principal on the
Collateral Invested Amount $0.00
-----
F) Amount of reductions in Collateral
Invested Amount pursuant to
clauses (c), (d), and (e) of the
definition of Collateral Invested
Amount
(1) The amount of reductions in
the Collateral Invested Amount
pursuant to clauses (c), (d), and
(e) of the definition of
Collateral Invested
Amount $0.00
-----
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount $0.00
-----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 4
<TABLE>
<S> <C>
RECEIVABLES ---
Beginning of the Period Principal Receivables (01/01/98): $9,576,817,282.65
-----------------
Beginning of the Period Finance Charge Receivables (01/01/98): $90,433,646.72
--------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/98): $9,667,250,929.37
-----------------
Removed Principal Recievables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (3/98, 5/98, 10/98) $6,883,622,424.20
-----------------
Additional Finance Charge Receivables: (3/98, 5/98, 10/98) $73,558,046.10
--------------
Additional Total Receivables: $6,957,180,470.30
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/98): $14,274,783,458.43
------------------
End of the Period Finance Charge Receivables (12/31/98): $261,689,225.87
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/98): $14,536,472,684.30
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $12,249,999,999.99
------------------
End of the Period Transferor Amount (12/31/98) $165,288,445.59
---------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
End of the Period Delinquencies: (12/31/98)
31-60 Days Delinquent $166,192,354.00
---------------
61-90 Days Delinquent $102,872,527.00
---------------
91+ Days Delinquent $182,788,804.00
---------------
Total 31+ Days Delinquent $451,853,685.00
---------------
Defaulted Accounts During the Period $643,241,153.08
---------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
INVESTED AMOUNTS ---
Class A Initial Invested Amount $850,000,000
------------
Class B Initial Invested Amount $80,000,000
-----------
Collateral Initial Invested Amount $70,000,000
-----------
INITIAL INVESTED AMOUNT $1,000,000,000
--------------
Class A Invested Amount $850,000,000.00
---------------
Class B Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
INVESTED AMOUNT $1,000,000,000
--------------
Class A Adjusted Invested Amount $850,000,000.00
---------------
Class B Adjusted Invested Amount $80,000,000.00
--------------
Collateral Invested Amount $70,000,000.00
--------------
ADJUSTED INVESTED AMOUNT $1,000,000,000
--------------
ANNUAL SERVICING FEE $20,000,000.04
--------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES
IN GROUP 1 5.74%
----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $920,812,579.83
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $284,340,815.40
---------------
GROUP 1 INVESTOR ANNUAL FEES $106,666,666.66
---------------
GROUP 1 INVESTOR ANNUAL INTEREST $309,645,754.09
---------------
SERIES 1997-1 INFORMATION
SERIES 1997-1 ALLOCATION PERCENTAGE 10.78%
-----
SERIES 1997-1 ALLOCABLE FINANCE CHARGE $212,124,112.95
---------------
COLLECTIONS
SERIES 1997-1 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1997-1 ALLOCABLE DEFAULTED AMOUNT $68,219,236.44
--------------
SERIES 1997-1 ANNUAL FEES $20,000,000.04
--------------
SERIES 1997-1 ALLOCABLE PRINCIPAL COLLECTIONS $2,488,735,701.28
-----------------
SERIES 1997-1 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
FLOATING ALLOCATION PERCENTAGE 79.05%
-----
INVESTOR FINANCE CHARGE COLLECTIONS $165,572,000.22
---------------
INVESTOR DEFAULT AMOUNT $53,141,367.94
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $173,078,292.92
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 79.05%
-----
AVAILABLE PRINCIPAL COLLECTIONS $1,936,010,520.88
-----------------
CLASS A AVAILABLE FUNDS ---
CLASS A FLOATING PERCENTAGE 85.00%
-----
Class A Floating Percentage of Reallocated $148,116,910.71
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $148,116,910.71
---------------
Class A Annual Interest $49,246,554.84
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $45,170,162.74
--------------
TOTAL CLASS A EXCESS SPREAD $53,700,193.12
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
----
CLASS B AVAILABLE FUNDS $13,846,263.44
--------------
Class B Annual Interest $4,788,658.76
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $9,057,604.68
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
----
COLLATERAL AVAILABLE FUNDS $12,115,480.51
--------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $12,115,480.51
--------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $74,873,278.31
--------------
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge Offs $0.00
-----
Excess Spread Applied to Class B Required Amount $4,251,309.43
-------------
Excess Spread Applied to Reductions of Class B $0.00
-----
Invested Amount pursuant to clauses (c), (d) and (e)
Excess Spread Applied to Collateral Annual Interest $4,243,744.57
-------------
Excess Spread Applied to Unpaid Annual Servicing Fee $20,000,000.04
--------------
Excess Spread Applied Collateral Default Amount $3,719,895.75
-------------
Excess Spread Applied to Reductions of $0.00
Collateral Invested Amount Pursuant to Clauses -----
(c), (d) and (e)
Excess Spread Applied to Reserve Account $0.00
-----
Excess Spread Applied to Other Amounts Owed to $0.00
Collateral Interest Holder -----
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES $42,658,328.55
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $415,269,949.20
FOR ALL ALLOCATION SERIES ---------------
SERIES 1997-1 EXCESS FINANCE CHARGE COLLECTIONS ---
EXCESS FINANCE CHARGE COLLECTIONS $0.00
ALLOCATED TO SERIES 1997-1 -----
Excess Finance Charge Collections Applied to $0.00
Class A Required Amount -----
Excess Finance Charge Collections Applied to $0.00
Class A Investor Charge Offs -----
Excess Finance Charge Collections Applied to $0.00
Class B Required Amount -----
Excess Finance Charge Collections Applied to $0.00
Reductions of Class B Invested Amount Pursuant -----
to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
Collateral Annual Interest -----
Excess Finance Charge Collections Applied to $0.00
Unpaid Annual Servicing Fee -----
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
Excess Finance Charge Collections Applied to $0.00
Reductions of Collateral Invested Amount -----
Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $0.00
Reserve Account -----
Excess Finance Charge Collections Applied to $0.00
-----
Other Amounts Owed to Collateral Interest Holder
YIELD, BASE, EXCESS SPREAD RATE---
AVERAGE BASE RATE FOR THE PERIOD 7.83%
----
AVERAGE SERIES ADJUSTED PORTFOLIO 12.09%
YIELD FOR THE PERIOD -----
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 4.27%
----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 87.00%
-----
Class A Principal Collections $1,646,458,942.75
-----------------
CLASS B PRINCIPAL PERCENTAGE 6.00%
----
Class B Principal Collections $154,960,841.68
---------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $135,590,736.47
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,937,010,520.90
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1997-1 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
ACCUMULATION ---
Controlled Accumulation Amount $0.00
-----
Deficit Controlled Accumulation Amount $0.00
-----
CONTROLLED DEPOSIT AMOUNT $0.00
-----
PRINCIPAL FUNDING ACCOUNT BALANCE $0.00
-----
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER $1,937,010,520.88
-----------------
PRINCIPAL SHARING SERIES
INVESTOR CHARGE OFFS AND REIMBURSEMENTS--
CLASS A INVESTOR CHARGE OFFS $0.00
-----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN $0.00
BY PRINCIPAL PAYMENTS) -----
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER $0.00
THAN BY PRINCIPAL PAYMENTS) -----
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $0.00
-----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS $0.00
REIMBURSED -----
</TABLE>
UNIVERSAL CARD SERVICES CORP.,
as Servicer
By /s/Thomas F. Donahue
---------------------------
Name: Thomas F. Donahue
Title: Servicing Officer
<PAGE> 1
EXHIBIT 99.7
March 12, 1999
Moody's Investor Service
ABS Monitoring - Fourth Floor
99 Church Street
New York, NY 10007
UNIVERSAL CARD SERVICES CORP.
The undersigned, a duly authorized representative of Universal Card
Services Corp., as Servicer ("UCS"), pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of April 24, 1998 (as amended and
supplemented, the "Agreement"), among Universal Bank, N.A., as Transferor, UCS,
and Bankers Trust Company, as Trustee, does hereby certify that:
1. UCS is, as of the date hereof, the Servicer under the Agreement.
Capitalized 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 year ended
December 31, 1998, and of its performance under the Agreement was conducted
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 such year and no default in the performance of such obligations has
occurred or is continuing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
as of the date first written above.
UNIVERSAL CARD SERVICES CORP., Servicer,
By /s/Thomas Donahue
-----------------------
Thomas Donahue
Treasurer
<PAGE> 2
March 12, 1999
Fitch IBCA, Inc.
One State Street Plaza
New York, NY 10004
UNIVERSAL CARD SERVICES CORP.
The undersigned, a duly authorized representative of Universal Card
Services Corp., as Servicer ("UCS"), pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of April 24, 1998 (as amended and
supplemented, the "Agreement"), among Universal Bank, N.A., as Transferor, UCS,
and Bankers Trust Company, as Trustee, does hereby certify that:
1. UCS is, as of the date hereof, the Servicer under the Agreement.
Capitalized 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 year ended
December 31, 1998, and of its performance under the Agreement was conducted
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 such year and no default in the performance of such obligations has
occurred or is continuing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
as of the date first written above.
UNIVERSAL CARD SERVICES CORP., Servicer,
By /s/Thomas Donahue
-----------------------
Thomas Donahue
Treasurer
<PAGE> 3
March 12, 1999
Standard & Poor's Corporation
ABS Surveillance: Credit Cards
26 Broadway, 10th Floor
New York, NY 13004
UNIVERSAL CARD SERVICES CORP.
The undersigned, a duly authorized representative of Universal Card
Services Corp., as Servicer ("UCS"), pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of April 24, 1998 (as amended and
supplemented, the "Agreement"), among Universal Bank, N.A., as Transferor, UCS,
and Bankers Trust Company, as Trustee, does hereby certify that:
1. UCS is, as of the date hereof, the Servicer under the Agreement.
Capitalized 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 year ended
December 31, 1998, and of its performance under the Agreement was conducted
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 such year and no default in the performance of such obligations has
occurred or is continuing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
as of the date first written above.
UNIVERSAL CARD SERVICES CORP., Servicer,
By /s/Thomas Donahue
-----------------------
Thomas Donahue
Treasurer
<PAGE> 4
March 12, 1999
Bankers Trust Company
4 Albany Street
10th Floor
New York, NY 10006
UNIVERSAL CARD SERVICES CORP.
The undersigned, a duly authorized representative of Universal Card
Services Corp., as Servicer ("UCS"), pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of April 24, 1998 (as amended and
supplemented, the "Agreement"), among Universal Bank, N.A., as Transferor, UCS,
and Bankers Trust Company, as Trustee, does hereby certify that:
1. UCS is, as of the date hereof, the Servicer under the Agreement.
Capitalized 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 year ended
December 31, 1998, and of its performance under the Agreement was conducted
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 such year and no default in the performance of such obligations has
occurred or is continuing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
as of the date first written above.
UNIVERSAL CARD SERVICES CORP., Servicer,
By /s/Thomas Donahue
-----------------------
Thomas Donahue
Treasurer
<PAGE> 1
Report of Independent Accountants
To the Shareholder and
Board of Directors of
Universal Card Services Corp.:
We have examined management's assertion, included in the accompanying Assertion
by Universal Card Services Corp., that, as of December 31, 1998, Universal Card
Services Corp. (the Servicer) maintained effective internal control over the
servicing of credit card loans for the Universal Card Master Trust (the Trust),
based upon criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management is responsible for establishing and maintaining effective internal
control over the servicing of credit card loans for the Trust. Our
responsibility is to express an opinion on management's assertion about the
internal control over the servicing of credit card loans for the Trust based on
our examination.
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.
As discussed in management's assertion, in providing the assertion on internal
control, management has accepted an independent examination of the internal
control structure of the third party processor, Total Systems Services, Inc.
Accordingly, our examination did not extend to the internal control of the
Servicer's third party processor, and we do not express an opinion or any other
form of assurance on the internal control of the processor.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal control over the loan servicing process to future
periods are subject to the risk that the internal control may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
In our opinion, management's assertion that the Servicer maintained effective
internal control over the servicing of credit card loans for the Trust as of
December 31, 1998, is fairly stated, in all material respects, based upon
criteria established in Internal Control - Integrated Framework issued by COSO.
/s/ KPMG LLP
New York, New York
March 19, 1999
<PAGE> 2
March 19, 1999
Assertion by Universal Card Services Corp.
Universal Card Services Corp. (the Servicer) services the credit card loans for
the Universal Card Master Trust (the Trust). Management is responsible for
establishing and maintaining effective internal control over the servicing of
credit card loans for the Trust. Management has performed an evaluation of the
Servicer's internal control over the servicing of credit card loans for the
Trust as of December 31, 1998, based upon criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
We have accepted an independent examination of the internal control structure
of third party processor, Total Systems Services, Inc. This examination was
performed in accordance with the standards established by the American
Institute of Certified Public Accountants.
Based upon our evaluation, management believes that, as of December 31, 1998,
Universal Card Services Corp., as servicer, has maintained effective internal
control over the servicing of credit card loans for the Trust based upon
criteria establisehd in Internal Control - Integrated Framework issued by COSO.
By /s/ Richard Garside By /s/ Michael Gehlen
------------------------ ------------------------
Richard Garside Michael Gehlen
President & Vice President &
Chief Executive Officer Chief Financial Officer
By /s/ Leslie Palmer By /s/ Thomas F. Donahue
------------------------- -------------------------
Leslie Palmer Thomas F. Donahue
Senior Vice President & Treasurer
Chief Information Officer
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