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Previous: PREFERRED VOICE INC, 10QSB, 2000-02-22 |
Next: EAGLE CAPITAL INTERNATIONAL LTD, 4, 2000-02-22 |
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, 1999
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
333-79497
<TABLE>
<S> <C> <C>
UNIVERSAL CARD MASTER TRUST New York
(Issuer of Securities)
UNIVERSAL CARD SERVICES CORP. Delaware 22-3013787
(successor by merger to the Originator
of the Trust and the original Transferor)
UNIVERSAL BANK, NATIONAL ASSOCIATION United States of America 58-1885168
(Transferor to the Trust described herein)
- ----------------------------------------------------- ---------------------------- ----------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
200 Brookstone Centre, Suite 110
Columbus, GA 31904
- -------------------------------------- -------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (706) 257-1700
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
1
<PAGE>
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, National Association, 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 1999.
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, National Association other than ordinary routine
litigation incidental to the duties of the Trustee, the Servicer or Universal
Bank, National Association 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.
2
<PAGE>
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.
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.
Not Applicable.
3
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(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, 1999. Such direct
participants may hold Certificates for their own accounts or for the accounts of
their customers. At December 31, 1999, 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:
4
<PAGE>
SERIES 1995-2
<TABLE>
<CAPTION>
Participant Quantity Percentage
---------- -------- ----------
<S> <C> <C> <C>
Class A
Bankers Trust Company $101,785,000 15.08%
Boston Safe Deposit and Trust Co. $49,245,000 7.30%
Chase Manhattan Bank $144,980,000 21.48%
Citibank, N.A. $62,100,000 9.20%
Northern Trust Company $57,618,000 8.54%
State Street Bank and Trust Co. $83,920,000 12.43%
Class B
Bank of New York $10,000,000 28.07%
Chase Manhattan Bank $20,125,000 56.49%
SSB - Bank Portfolio $5,000,000 14.04%
</TABLE>
SERIES 1995-3
<TABLE>
<CAPTION>
Participant Quantity Percentage
---------- -------- ----------
<S> <C> <C> <C>
Class A
Bank of New York $48,500,000 7.43%
Boston Safe Deposit and Trust Co. $36,400,000 5.58%
Chase Manhattan Bank $307,050,000 47.06%
Citibank, N.A. $78,300,000 12.00%
State Street Bank and Trust Co. $160,900,000 24.66%
Class B
Bank One Trust Company, N.A. $20,000,000 44.44%
Fuji Bank &Trust Company $25,000,000 55.56%
</TABLE>
SERIES 1996-1
<TABLE>
<CAPTION>
Participant Quantity Percentage
---------- -------- ----------
<S> <C> <C> <C>
Class A
Bank of New York $70,275,000 8.27%
Bankers Trust Company $47,890,000 5.63%
Boston Safe Deposit and Trust Co. $54,960,000 6.47%
Citibank, N.A. $203,710,000 23.97%
State Street Bank and Trust Co. $351,950,000 41.41%
Class B
Bankers Trust Company $47,900,000 59.88%
Citibank, N.A. $31,850,000 39.81%
</TABLE>
5
<PAGE>
SERIES 1996-2
The Class A and Class B Series 1996-2 Floating Rate Asset Backed
Certificates matured on June 17, 1999. Accordingly, there are no holders at
December 31, 1999.
SERIES 1996-3
<TABLE>
<CAPTION>
Participant Quantity Percentage
---------- -------- ----------
<S> <C> <C> <C>
Class A
Bank of New York $65,870,000 7.75%
Boston Safe Deposit and Trust Co. $56,785,000 6.68%
Chase Manhattan $145,975,000 17.17%
Citibank, N.A. $247,380,000 29.10%
State Street Bank and Trust Co. $206,910,000 24.34%
Class B
Chase Manhattan Bank $12,000,000 15.00%
Citibank, N.A. $58,000,000 72.50%
SSB - Bank Portfolio $10,000,000 12.50%
</TABLE>
SERIES 1997-1
<TABLE>
<CAPTION>
Participant Quantity Percentage
---------- -------- ----------
<S> <C> <C> <C>
Class A
Bankers Trust Company $75,897,000 8.93%
Boston Safe Deposit and Trust Co. $61,280,000 7.21%
Chase Manhattan $201,300,000 23.68%
Citibank, N.A. $44,500,000 5.24%
Investors Bank & Trust/M.F. Custody $95,070,000 11.18%
State Street Bank and Trust Co. $274,863,000 32.34%
Class B
Bankers Trust Company $26,000,000 32.50%
Bank One Trust Company, N.A. $10,000,000 12.50%
Boston Safe Deposit and Trust Co. $6,000,000 7.50%
Chase Manhattan Bank $14,000,000 17.50%
Citibank, N.A. $17,000,000 21.25%
State Street Bank and Trust Co. $7,000,000 8.75%
</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.
6
<PAGE>
Item 13. Certain Relationships and Related Transactions.
(a) The registrant knows of no transaction or series of transactions
during 1999, 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.
7
<PAGE>
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 99.1 Annual Statement for the Period Ending December 31,
1999 with respect to the Universal Card Master Trust
Series 1995-2.
Exhibit 99.2 Annual Statement for the Period Ending December 31,
1999 with respect to the Universal Card Master Trust
Series 1995-3.
Exhibit 99.3 Annual Statement for the Period Ending December 31,
1999 with respect to the Universal Card Master Trust
Series 1996-1.
Exhibit 99.4 Annual Statement for the Period Ending December 31,
1999 with respect to the Universal Card Master Trust
Series 1996-2.
Exhibit 99.5 Annual Statement for the Period Ending December 31,
1999 with respect to the Universal Card Master Trust
Series 1996-3.
Exhibit 99.6 Annual Statement for the Period Ending December 31,
1999 with respect to the Universal Card Master Trust
Series 1997-1.
Exhibit 99.7 Universal Card Services Corp. Officers Certificate
dated February 15, 2000.
Exhibit 99.8 Report, dated January 21, 2000, issued by KPMG LLP.
8
<PAGE>
(b) The following Current Reports on Form 8-K were filed by the
registrant during 1999 and through the date hereof:
Current Report on Form 8-K dated December 17, 1998
Current Report on Form 8-K dated January 19, 1999
Current Report on Form 8-K dated February 17, 1999
Current Report on Form 8-K dated March 17, 1999
Current Report on Form 8-K dated April 19, 1999
Current Report on Form 8-K dated May 17, 1999
Current Report on Form 8-K dated June 17, 1999
Current Report on Form 8-K dated July 19, 1999
Current Report on Form 8-K dated August 17, 1999
Current Report on Form 8-K dated September 17, 1999
Current Report on Form 8-K dated October 18, 1999
Current Report on Form 8-K dated November 17, 1999
Current Report on Form 8-K dated December 17, 1999
Current Report on Form 8-K dated January 18, 2000
9
<PAGE>
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 22nd
day of February, 2000.
UNIVERSAL CARD MASTER TRUST
BY: UNIVERSAL CARD SERVICES CORP.,
Servicer
By: /s/ Andrew Lubliner
------------------------------
Name: Andrew Lubliner
Title: Servicing Officer
10
<PAGE>
EXHIBIT DESCRIPTION
- ------- -----------
Exhibit 99.1 Annual Statement for the Period Ending December
31, 1999 with respect to the Universal Card
Master Trust Series 1995-2.
Exhibit 99.2 Annual Statement for the Period Ending December
31, 1999 with respect to the Universal Card
Master Trust Series 1995-3.
Exhibit 99.3 Annual Statement for the Period Ending December
31, 1999 with respect to the Universal Card
Master Trust Series 1996-1.
Exhibit 99.4 Annual Statement for the Period Ending December
31, 1999 with respect to the Universal Card
Master Trust Series 1996-2.
Exhibit 99.5 Annual Statement for the Period Ending December
31, 1999 with respect to the Universal Card
Master Trust Series 1996-3.
Exhibit 99.6 Annual Statement for the Period Ending December
31, 1999 with respect to the Universal Card
Master Trust Series 1997-1.
Exhibit 99.7 Universal Card Services Corp. Officers
Certificate dated February 15, 2000.
Exhibit 99.8 Report, dated January 21, 2000, issued by KPMG LLP.
11
EXHIBIT 99.1
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1995-2
FOR THE PERIOD ENDING DECEMBER 31, 1999
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 1/01/99 -
12/31/99 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> <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>
1
<PAGE>
<TABLE>
<S> <C> <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
-----
(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
-----
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
(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 $2,226,498.95
-------------
(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/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
3
<PAGE>
<TABLE>
<CAPTION>
RECEIVABLES ---
<S> <C>
Beginning of the Period Principal Receivables (01/01/99): $14,274,783,458.43
------------------
Beginning of the Period Finance Charge Receivables (01/01/99): $261,689,225.87
---------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/99): $14,536,472,684.30
------------------
Removed Principal Recievables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (2/99, 6/99, 11/99) $3,945,316,989.21
-----------------
Additional Finance Charge Receivables: (2/99, 6/99, 11/99) $29,828,724.13
--------------
Additional Total Receivables: $3,975,145,713.34
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/99): $14,807,315,323.25
------------------
End of the Period Finance Charge Receivables (12/31/99): $450,154,822.17
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/99): $15,257,470,145.42
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $11,750,000,000.00
------------------
End of the Period Transferor Amount (12/31/99) $3,507,470,145.42
-----------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
-----------
End of the Period Delinquencies: (12/31/99)
31-60 Days Delinquent $161,214,718.16
---------------
61-90 Days Delinquent $112,931,806.48
---------------
91+ Days Delinquent $202,926,847.84
---------------
Total 31+ Days Delinquent $477,073,372.48
---------------
Defaulted Accounts During the Period $667,186,622.20
---------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
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 $14,593,750.00
--------------
INVESTOR DEFAULT AMOUNT $34,420,720.48
--------------
GROUP 2 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.94%
IN GROUP 2 -----
GROUP 2 INVESTOR FINANCE CHARGE COLLECTIONS $131,346,842.04
---------------
GROUP 2 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 2 INVESTOR DEFAULT AMOUNT $34,420,720.48
--------------
GROUP 2 INVESTOR ANNUAL FEES $14,593,750.00
--------------
GROUP 2 INVESTOR ANNUAL INTEREST $44,562,123.95
--------------
SERIES 1995-2 INFORMATION
SERIES 1995-2 ALLOCATION PERCENTAGE 6.30%
-----
SERIES 1995-2 ALLOCABLE FINANCE CHARGE $155,586,948.28
COLLECTIONS ---------------
SERIES 1995-2 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1995-2 ALLOCABLE DEFAULTED AMOUNT $42,013,027.28
--------------
SERIES 1995-2 ANNUAL FEES $14,593,750.00
--------------
SERIES 1995-2 ALLOCABLE PRINCIPAL COLLECTIONS $1,688,182,564.23
-----------------
SERIES 1995-2 REQUIRED TRANSFEROR AMOUNT $52,500,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 82.00%
------
INVESTOR FINANCE CHARGE COLLECTIONS $127,460,998.43
---------------
INVESTOR DEFAULT AMOUNT $34,420,720.48
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $131,346,842.04
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 82.00%
------
AVAILABLE PRINCIPAL COLLECTIONS $1,382,759,827.76
-----------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CLASS A AVAILABLE FUNDS ---
<S> <C> <C>
CLASS A FLOATING PERCENTAGE 90.00%
------
Class A Floating Percentage of Reallocated $118,233,284.58
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $118,233,284.58
---------------
Class A Annual Interest $40,162,500.00
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $30,978,648.43
--------------
TOTAL CLASS A EXCESS SPREAD $47,092,136.14
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 4.75%
-----
CLASS B AVAILABLE FUNDS $6,238,975.00
-------------
Class B Annual Interest $2,173,125.00
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $4,065,850.00
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 5.25%
-----
COLLATERAL AVAILABLE FUNDS $6,895,709.20
-------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $6,895,709.20
-------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $58,053,695.34
--------------
</TABLE>
6
<PAGE>
<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 $1,634,984.22
-------------
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 $2,226,498.95
Interest -------------
Excess Spread Applied to Unpaid Annual $14,593,750.00
Servicing Fee --------------
Excess Spread Applied Collateral Default Amount $1,807,087.83
-------------
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 $37,791,374.35
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $643,403,578.42
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
Unpaid Annual Servicing Fee -----
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
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 7.89%
-----
AVERAGE SERIES ADJUSTED PORTFOLIO 2.93%
YIELD FOR THE PERIOD -----
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 5.04%
-----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 90.00%
------
Class A Principal Collections $1,244,483,844.97
-----------------
CLASS B PRINCIPAL PERCENTAGE 4.75%
-----
Class B Principal Collections $65,681,091.82
--------------
COLLATERAL PRINCIPAL PERCENTAGE 5.25%
-----
Collateral Principal Collections $72,594,890.95
--------------
AVAILABLE PRINCIPAL COLLECTIONS $1,382,759,827.75
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1995-2 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
ACCUMULATION ---
<S> <C> <C>
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 $1,382,759,827.75
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.,
Servicer
By: /s/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
9
EXHIBIT 99.2
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1995-3
FOR THE PERIOD ENDING DECEMBER 31, 1999
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 1/01/99 -
12/31/99 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> <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 $56.21640556
------------
(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 $56.21640556
------------
(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>
1
<PAGE>
<TABLE>
<S> <C> <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 $57.32862800
------------
(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 $57.32862800
------------
(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
-----
(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
-----
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
(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 $2,968,665.26
-------------
(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/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
3
<PAGE>
<TABLE>
<CAPTION>
RECEIVABLES ---
<S> <C>
Beginning of the Period Principal Receivables (01/01/99): $14,274,783,458.43
------------------
Beginning of the Period Finance Charge Receivables (01/01/99): $261,689,225.87
---------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/99): $14,536,472,684.30
------------------
Removed Principal Recievables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (2/99, 6/99, 11/99) $3,945,316,989.21
-----------------
Additional Finance Charge Receivables: (2/99, 6/99, 11/99) $29,828,724.13
--------------
Additional Total Receivables: $3,975,145,713.34
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/99): $14,807,315,323.25
------------------
End of the Period Finance Charge Receivables (12/31/99): $450,154,822.17
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/99): $15,257,470,145.42
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $11,750,000,000.00
------------------
End of the Period Transferor Amount $3,507,470,145.42
-----------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
-----------
End of the Period Delinquencies:
31-60 Days Delinquent $161,214,718.16
---------------
61-90 Days Delinquent $112,931,806.48
---------------
91+ Days Delinquent $202,926,847.84
---------------
Total 31+ Days Delinquent $477,073,372.48
---------------
Defaulted Accounts During the Period $667,186,622.20
---------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
INVESTED AMOUNTS ---
<S> <C> <C>
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 $14,593,750.00
--------------
INVESTOR DEFAULT AMOUNT $34,420,720.48
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.48%
IN GROUP 1 -----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $729,746,263.74
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $191,938,075.36
---------------
GROUP 1 INVESTOR ANNUAL FEES $81,302,083.34
--------------
GROUP 1 INVESTOR ANNUAL INTEREST $229,138,225.91
---------------
SERIES 1995-3 INFORMATION
SERIES 1995-3 ALLOCATION PERCENTAGE 6.30%
-----
SERIES 1995-3 ALLOCABLE FINANCE CHARGE $155,586,948.28
COLLECTIONS ---------------
SERIES 1995-3 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1995-3 ALLOCABLE DEFAULTED AMOUNT $42,013,027.28
--------------
SERIES 1995-3 ANNUAL FEES $14,593,750.00
--------------
SERIES 1995-3 ALLOCABLE PRINCIPAL COLLECTIONS $1,688,182,564.23
-----------------
SERIES 1995-3 REQUIRED TRANSFEROR AMOUNT $52,500,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 82.00%
------
INVESTOR FINANCE CHARGE COLLECTIONS $127,460,998.43
---------------
INVESTOR DEFAULT AMOUNT $34,420,720.48
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $132,020,353.68
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 82.00%
------
AVAILABLE PRINCIPAL COLLECTIONS $1,382,759,827.76
-----------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CLASS A AVAILABLE FUNDS ---
<S> <C> <C>
CLASS A FLOATING PERCENTAGE 87.00%
------
Class A Floating Percentage of Reallocated $115,041,963.79
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $115,041,963.79
---------------
Class A Annual Interest $36,681,204.63
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $29,946,026.82
--------------
TOTAL CLASS A EXCESS SPREAD $48,414,732.35
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 6.00%
-----
CLASS B AVAILABLE FUNDS $7,921,221.22
-------------
Class B Annual Interest $2,579,788.25
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $5,341,432.97
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
-----
COLLATERAL AVAILABLE FUNDS $9,241,424.76
-------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $9,241,424.76
-------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $62,997,590.08
--------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge $0.00
Offs -----
Excess Spread Applied to Class B Required Amount $2,065,243.22
-------------
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 $2,968,665.26
Interest -------------
Excess Spread Applied to Unpaid Annual $14,593,750.00
Servicing Fee --------------
Excess Spread Applied Collateral Default Amount $2,409,450.43
-------------
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 $40,960,481.16
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $643,403,578.42
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 $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 -----
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
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 7.58%
-----
AVERAGE SERIES ADJUSTED PORTFOLIO 13.04%
YIELD FOR THE PERIOD ------
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 5.46%
-----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 87.00%
------
Class A Principal Collections $1,203,001,050.15
-----------------
CLASS B PRINCIPAL PERCENTAGE 6.00%
-----
Class B Principal Collections $82,965,589.67
--------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $96,793,187.94
--------------
AVAILABLE PRINCIPAL COLLECTIONS $1,382,759,827.76
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1995-3 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
ACCUMULATION ---
<S> <C> <C>
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 $1,382,759,827.75
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.,
Servicer
By: /s/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
9
EXHIBIT 99.3
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1996-1
FOR THE PERIOD ENDING DECEMBER 31, 1999
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 1/01/99 -
12/31/99 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 $55.55918334
------------
(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 $55.55918334
------------
(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>
1
<PAGE>
<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 56.92418339
-----------
(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 56.92418339
-----------
(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
-----
(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
-----
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
(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 $3,958,220.35
-------------
(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/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
3
<PAGE>
<TABLE>
<CAPTION>
RECEIVABLES ---
<S> <C>
Beginning of the Period Principal Receivables (01/01/99): $14,274,783,458.43
------------------
Beginning of the Period Finance Charge Receivables (01/01/99): $261,689,225.87
---------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/99): $14,536,472,684.30
------------------
Removed Principal Recievables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (2/99, 6/99, 11/99) $3,945,316,989.21
-----------------
Additional Finance Charge Receivables: (2/99, 6/99, 11/99) $29,828,724.13
--------------
Additional Total Receivables: $3,975,145,713.34
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/99): $14,807,315,323.25
------------------
End of the Period Finance Charge Receivables (12/31/99): $450,154,822.17
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/99): $15,257,470,145.42
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $11,750,000,000.00
------------------
End of the Period Transferor Amount (12/31/99) $3,507,470,145.42
-----------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
-----------
End of the Period Delinquencies: (12/31/99)
31-60 Days Delinquent $161,214,718.16
---------------
61-90 Days Delinquent $112,931,806.48
---------------
91+ Days Delinquent $202,926,847.84
---------------
Total 31+ Days Delinquent $477,073,372.48
---------------
Defaulted Accounts During the Period $667,186,622.20
---------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
INVESTED AMOUNTS ---
<S> <C> <C>
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 $19,458,333.33
--------------
INVESTOR DEFAULT AMOUNT $45,894,293.98
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.48%
IN GROUP 1 -----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $729,746,263.74
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $191,938,075.36
---------------
GROUP 1 INVESTOR ANNUAL FEES $81,302,083.34
--------------
GROUP 1 INVESTOR ANNUAL INTEREST $229,138,225.91
---------------
SERIES 1996-1 INFORMATION
SERIES 1996-1 ALLOCATION PERCENTAGE 8.40%
-----
SERIES 1996-1 ALLOCABLE FINANCE CHARGE $207,449,264.38
COLLECTIONS ---------------
SERIES 1996-1 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1996-1 ALLOCABLE DEFAULTED AMOUNT $56,017,369.71
--------------
SERIES 1996-1 ANNUAL FEES $19,458,333.33
--------------
SERIES 1996-1 ALLOCABLE PRINCIPAL COLLECTIONS $2,250,910,085.64
-----------------
SERIES 1996-1 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 82.00%
------
INVESTOR FINANCE CHARGE COLLECTIONS $169,947,997.91
---------------
INVESTOR DEFAULT AMOUNT $45,894,293.98
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $175,458,388.24
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 82.00%
------
AVAILABLE PRINCIPAL COLLECTIONS $1,843,679,770.34
-----------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CLASS A AVAILABLE FUNDS ---
<S> <C> <C>
CLASS A FLOATING PERCENTAGE 85.00%
------
Class A Floating Percentage of Reallocated $149,382,731.78
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $149,382,731.78
---------------
Class A Annual Interest $47,225,305.84
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $39,010,149.88
--------------
TOTAL CLASS A EXCESS SPREAD $63,147,276.07
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
-----
CLASS B AVAILABLE FUNDS $14,036,671.06
--------------
Class B Annual Interest $4,553,934.66
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $9,482,736.40
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
-----
COLLATERAL AVAILABLE FUNDS $12,282,087.18
--------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $12,282,087.18
--------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $84,912,099.64
--------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge $0.00
Offs -----
Excess Spread Applied to Class B Required Amount $3,671,543.52
-------------
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 $3,958,220.35
Interest -------------
Excess Spread Applied to Unpaid Annual $19,458,333.34
Servicing Fee --------------
Excess Spread Applied Collateral Default Amount $3,212,600.57
-------------
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 $54,611,401.86
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $643,403,578.42
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 -----
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
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 7.52%
-----
AVERAGE SERIES ADJUSTED PORTFOLIO 12.98%
YIELD FOR THE PERIOD ------
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 5.46%
-----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 85.00%
------
Class A Principal Collections $1,567,127,804.79
-----------------
CLASS B PRINCIPAL PERCENTAGE 8.00%
-----
Class B Principal Collections $147,494,381.62
---------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $129,057,583.92
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,843,679,770.33
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1996-1 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
ACCUMULATION ---
<S> <C> <C>
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 $1,843,679,770.34
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.,
Servicer
By: /s/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
9
EXHIBIT 99.4
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1996-2
FOR THE PERIOD ENDING DECEMBER 31, 1999
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 1/01/99 -
12/31/99 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 $1,020.90876666
---------------
(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 $20.90876666
------------
(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 $1,000.00
---------
</TABLE>
1
<PAGE>
<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 1,021.48821115
--------------
(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 21.48821115
-----------
(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 $1,000.00
---------
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
-----
(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
-----
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(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 $1,544,950.91
-------------
(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/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
3
<PAGE>
<TABLE>
<CAPTION>
RECEIVABLES ---
<S> <C>
Beginning of the Period Principal Receivables (01/01/99): $14,274,783,458.43
------------------
Beginning of the Period Finance Charge Receivables (01/01/99): $261,689,225.87
---------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/99): $14,536,472,684.30
------------------
Removed Principal Recievables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (2/99) $2,003,285,777.71
-----------------
Additional Finance Charge Receivables: (2/99) $9,610,074.94
-------------
Additional Total Receivables: $2,012,895,852.65
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (05/31/99): $14,183,564,363.99
------------------
End of the Period Finance Charge Receivables (05/31/99): $306,144,889.07
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (05/31/99): $14,489,709,253.06
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (05/31/99 -all Master Trust Series) $12,053,750,000.00
------------------
End of the Period Transferor Amount (05/31/99) $2,435,959,253.06
-----------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
-----------
End of the Period Delinquencies: (05/31/99)
31-60 Days Delinquent $149,025,055.57
---------------
61-90 Days Delinquent $99,944,067.29
--------------
91+ Days Delinquent $174,657,288.65
---------------
Total 31+ Days Delinquent $423,626,411.51
---------------
Defaulted Accounts During the Period $287,378,637.13
---------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
INVESTED AMOUNTS ---
<S> <C> <C>
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 $8,333,333.33
-------------
INVESTOR DEFAULT AMOUNT $19,834,472.95
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.16%
IN GROUP 1 -----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $346,807,254.20
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $94,213,746.53
--------------
GROUP 1 INVESTOR ANNUAL FEES $39,583,333.34
--------------
GROUP 1 INVESTOR ANNUAL INTEREST $101,448,093.62
---------------
SERIES 1996-2 INFORMATION
SERIES 1996-2 ALLOCATION PERCENTAGE 8.24%
-----
SERIES 1996-2 ALLOCABLE FINANCE CHARGE $84,183,435.44
COLLECTIONS --------------
SERIES 1996-2 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1996-2 ALLOCABLE DEFAULTED AMOUNT $23,693,285.87
--------------
SERIES 1996-2 ANNUAL FEES $8,333,333.34
-------------
SERIES 1996-2 ALLOCABLE PRINCIPAL COLLECTIONS $926,187,722.73
---------------
SERIES 1996-2 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 83.95%
------
INVESTOR FINANCE CHARGE COLLECTIONS $70,585,061.91
--------------
INVESTOR DEFAULT AMOUNT $19,834,472.95
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $72,691,019.59
--------------
PRINCIPAL ALLOCATIONS PERCENTAGE 83.95%
------
AVAILABLE PRINCIPAL COLLECTIONS $776,309,205.53
---------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CLASS A AVAILABLE FUNDS ---
<S> <C> <C>
CLASS A FLOATING PERCENTAGE 85.00%
------
Class A Floating Percentage of Reallocated $61,882,238.63
--------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $61,882,238.63
--------------
Class A Annual Interest $17,772,451.66
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $16,859,302.01
--------------
TOTAL CLASS A EXCESS SPREAD $27,250,484.96
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
-----
CLASS B AVAILABLE FUNDS $5,815,281.57
-------------
Class B Annual Interest $1,719,056.89
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $4,096,224.68
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
-----
COLLATERAL AVAILABLE FUNDS $5,088,371.37
-------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $5,088,371.37
-------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $36,435,081.01
--------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge $0.00
Offs -----
Excess Spread Applied to Class B Required Amount $1,586,757.83
-------------
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 $1,544,950.90
Interest -------------
Excess Spread Applied to Unpaid Annual $8,333,333.34
Servicing Fee -------------
Excess Spread Applied Collateral Default Amount $1,388,413.10
-------------
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 $23,581,625.83
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $643,403,578.42
FOR ALL ALLOCATION SERIES ---------------
SERIES 1996-2 EXCESS FINANCE CHARGE COLLECTIONS ---
EXCESS FINANCE CHARGE COLLECTIONS $0.00
ALLOCATED TO SERIES 1996-2 -----
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
Unpaid Annual Servicing Fee -----
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
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 7.05%
-----
AVERAGE SERIES ADJUSTED PORTFOLIO 12.71%
YIELD FOR THE PERIOD ------
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 5.66%
-----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 85.00%
------
Class A Principal Collections $659,862,824.70
---------------
CLASS B PRINCIPAL PERCENTAGE 8.00%
-----
Class B Principal Collections $62,104,736.44
--------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $54,341,644.38
--------------
AVAILABLE PRINCIPAL COLLECTIONS $776,309,205.52
---------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1996-2 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
ACCUMULATION ---
<S> <C> <C>
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 $776,309,205.53
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.,
Servicer
By: /s/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
9
EXHIBIT 99.5
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1996-3
FOR THE PERIOD ENDING DECEMBER 31, 1999
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 1/01/99 -
12/31/99 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> <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 $53.96733888
------------
(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 $53.96733888
------------
(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>
1
<PAGE>
<TABLE>
<S> <C> <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 55.99511658
-----------
(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 55.99511658
-----------
(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
-----
(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
-----
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
(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 $3,993,609.24
-------------
(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/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
3
<PAGE>
<TABLE>
<CAPTION>
RECEIVABLES ---
<S> <C>
Beginning of the Period Principal Receivables (01/01/99): $14,274,783,458.43
------------------
Beginning of the Period Finance Charge Receivables (01/01/99): $261,689,225.87
---------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/99): $14,536,472,684.30
------------------
Removed Principal Recievables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (2/99, 6/99, 11/99) $3,945,316,989.21
-----------------
Additional Finance Charge Receivables: (2/99, 6/99, 11/99) $29,828,724.13
--------------
Additional Total Receivables: $3,975,145,713.34
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/99): $14,807,315,323.25
------------------
End of the Period Finance Charge Receivables (12/31/99): $450,154,822.17
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/99): $15,257,470,145.42
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $11,750,000,000.00
------------------
End of the Period Transferor Amount (12/31/99) $3,507,470,145.42
-----------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
-----------
End of the Period Delinquencies: (12/31/99)
31-60 Days Delinquent $161,214,718.16
---------------
61-90 Days Delinquent $112,931,806.48
---------------
91+ Days Delinquent $202,926,847.84
---------------
Total 31+ Days Delinquent $477,073,372.48
---------------
Defaulted Accounts During the Period $667,186,622.20
---------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
INVESTED AMOUNTS ---
<S> <C> <C>
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 $19,458,333.33
--------------
INVESTOR DEFAULT AMOUNT $45,894,293.98
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.48%
IN GROUP 1 -----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $729,746,263.74
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $191,938,075.36
---------------
GROUP 1 INVESTOR ANNUAL FEES $81,302,083.34
--------------
GROUP 1 INVESTOR ANNUAL INTEREST $229,138,225.91
---------------
SERIES 1996-3 INFORMATION
SERIES 1996-3 ALLOCATION PERCENTAGE 8.40%
-----
SERIES 1996-3 ALLOCABLE FINANCE CHARGE $207,449,264.38
COLLECTIONS ---------------
SERIES 1996-3 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1996-3 ALLOCABLE DEFAULTED AMOUNT $56,017,369.71
--------------
SERIES 1996-3 ANNUAL FEES $19,458,333.33
--------------
SERIES 1996-3 ALLOCABLE PRINCIPAL COLLECTIONS $2,250,910,085.64
-----------------
SERIES 1996-3 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 82.00%
------
INVESTOR FINANCE CHARGE COLLECTIONS $169,947,997.91
---------------
INVESTOR DEFAULT AMOUNT $45,894,293.98
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $174,689,568.12
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 82.00%
------
AVAILABLE PRINCIPAL COLLECTIONS $1,843,679,770.34
-----------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CLASS A AVAILABLE FUNDS ---
<S> <C> <C>
CLASS A FLOATING PERCENTAGE 85.00%
------
Class A Floating Percentage of Reallocated $148,726,496.90
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $148,726,496.90
---------------
Class A Annual Interest $46,442,221.13
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $39,010,149.88
--------------
TOTAL CLASS A EXCESS SPREAD $63,274,125.88
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
-----
CLASS B AVAILABLE FUNDS $13,975,165.45
--------------
Class B Annual Interest $4,532,810.36
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $9,442,355.09
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
-----
COLLATERAL AVAILABLE FUNDS $12,228,269.77
--------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $12,228,269.77
--------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $84,944,750.74
--------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge $0.00
Offs -----
Excess Spread Applied to Class B Required Amount $3,671,543.52
-------------
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 $3,993,609.24
Interest -------------
Excess Spread Applied to Unpaid Annual $19,458,333.34
Servicing Fee --------------
Excess Spread Applied Collateral Default Amount $3,212,600.57
-------------
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 $54,608,664.08
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $643,403,578.42
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 $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 -----
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
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 7.44%
-----
AVERAGE SERIES ADJUSTED PORTFOLIO 12.90%
YIELD FOR THE PERIOD ------
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 5.46%
-----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 85.00%
------
Class A Principal Collections $1,567,127,804.79
-----------------
CLASS B PRINCIPAL PERCENTAGE 8.00%
-----
Class B Principal Collections $147,494,381.62
---------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $129,057,583.92
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,843,679,770.33
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1996-3 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
ACCUMULATION ---
<S> <C> <C>
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 $1,843,679,770.24
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.,
Servicer
By: /s/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
9
EXHIBIT 99.6
UNIVERSAL CARD MASTER TRUST
ANNUAL STATEMENT
SERIES 1997-1
FOR THE PERIOD ENDING DECEMBER 31, 1999
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 1/01/99 -
12/31/99 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> <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 $53.82348001
------------
(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 $53.82348001
------------
(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>
1
<PAGE>
<TABLE>
<S> <C> <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 55.74986893
-----------
(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 55.74986893
-----------
(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
-----
(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
-----
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
(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 $4,028,998.13
-------------
(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/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
3
<PAGE>
<TABLE>
<CAPTION>
RECEIVABLES ---
<S> <C>
Beginning of the Period Principal Receivables (01/01/99): $14,274,783,458.43
------------------
Beginning of the Period Finance Charge Receivables (01/01/99): $261,689,225.87
---------------
Beginning of the Period Discounted Receivables: $0.00
-----
Beginning of the Period Premium Receivables: $0.00
-----
Beginning of the Period Total Receivables (01/01/99): $14,536,472,684.30
------------------
Removed Principal Recievables: $0.00
-----
Removed Finance Charge Receivables: $0.00
-----
Removed Total Receivables: $0.00
-----
Additional Principal Receivables: (2/99, 6/99, 11/99) $3,945,316,989.21
-----------------
Additional Finance Charge Receivables: (2/99, 6/99, 11/99) $29,828,724.13
--------------
Additional Total Receivables: $3,975,145,713.34
-----------------
Discounted Receivables Generated this Period: $0.00
-----
Premium Receivables Generated this Period: $0.00
-----
End of the Period Principal Receivables (12/31/99): $14,807,315,323.25
------------------
End of the Period Finance Charge Receivables (12/31/99): $450,154,822.17
---------------
End of the Period Discounted Receivables: $0.00
-----
End of the Period Premium Receivables: $0.00
-----
End of the Period Total Receivables (12/31/99): $15,257,470,145.42
------------------
Special Funding Account Balance $0.00
-----
Aggregate Invested Amount (all Master Trust Series) $11,750,000,000.00
------------------
End of the Period Transferor Amount (12/31/99) $3,507,470,145.42
-----------------
DELINQUENCIES AND LOSSES ---
RECEIVABLES
-----------
End of the Period Delinquencies: (12/31/99)
31-60 Days Delinquent $161,214,718.16
---------------
61-90 Days Delinquent $112,931,806.48
---------------
91+ Days Delinquent $202,926,847.84
---------------
Total 31+ Days Delinquent $477,073,372.48
---------------
Defaulted Accounts During the Period $667,186,622.20
---------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
INVESTED AMOUNTS ---
<S> <C> <C>
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 $19,458,333.33
--------------
INVESTOR DEFAULT AMOUNT $45,894,293.98
--------------
GROUP 1 INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES 5.48%
IN GROUP 1 -----
GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS $729,746,263.74
---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS $0.00
-----
GROUP 1 INVESTOR DEFAULT AMOUNT $191,938,075.36
---------------
GROUP 1 INVESTOR ANNUAL FEES $81,302,083.34
--------------
GROUP 1 INVESTOR ANNUAL INTEREST $229,138,225.91
---------------
SERIES 1997-1 INFORMATION
SERIES 1997-1 ALLOCATION PERCENTAGE 8.40%
-----
SERIES 1997-1 ALLOCABLE FINANCE CHARGE $207,449,264.38
COLLECTIONS ---------------
SERIES 1997-1 ADDITIONAL AMOUNTS $0.00
-----
SERIES 1997-1 ALLOCABLE DEFAULTED AMOUNT $56,017,369.71
--------------
SERIES 1997-1 ANNUAL FEES $19,458,333.33
--------------
SERIES 1997-1 ALLOCABLE PRINCIPAL COLLECTIONS $2,250,910,085.64
-----------------
SERIES 1997-1 REQUIRED TRANSFEROR AMOUNT $70,000,000.00
--------------
FLOATING ALLOCATION PERCENTAGE 82.00%
------
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
INVESTOR FINANCE CHARGE COLLECTIONS $169,947,997.91
---------------
INVESTOR DEFAULT AMOUNT $45,894,293.98
--------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $174,886,934.12
---------------
PRINCIPAL ALLOCATIONS PERCENTAGE 82.00%
------
AVAILABLE PRINCIPAL COLLECTIONS $1,843,679,770.34
-----------------
CLASS A AVAILABLE FUNDS ---
CLASS A FLOATING PERCENTAGE 85.00%
------
Class A Floating Percentage of Reallocated $148,893,352.46
---------------
Investor Finance Charge Collections
Other Amounts $0.00
-----
TOTAL CLASS A AVAILABLE FUNDS $148,893,352.46
---------------
Class A Annual Interest $46,597,657.81
--------------
Class A Servicing Fee (if applicable) $0.00
-----
Class A Investor Default Amount $39,010,149.88
--------------
TOTAL CLASS A EXCESS SPREAD $63,285,544.77
--------------
CLASS A REQUIRED AMOUNT $0.00
-----
CLASS B AVAILABLE FUNDS ---
CLASS B FLOATING PERCENTAGE 8.00%
-----
CLASS B AVAILABLE FUNDS $13,990,954.73
--------------
Class B Annual Interest $4,539,350.80
-------------
Class B Servicing Fee (if applicable) $0.00
-----
TOTAL CLASS B EXCESS SPREAD $9,451,603.93
-------------
COLLATERAL AVAILABLE FUNDS --
COLLATERAL FLOATING PERCENTAGE 7.00%
-----
COLLATERAL AVAILABLE FUNDS $12,242,085.38
--------------
Collateral Interest Servicing Fee (if applicable) $0.00
-----
TOTAL COLLATERAL EXCESS SPREAD $12,242,085.38
--------------
EXCESS SPREAD ---
TOTAL EXCESS SPREAD $84,979,234.08
--------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Excess Spread Applied to Class A Required Amount $0.00
-----
Excess Spread Applied to Class A Investor Charge $0.00
Offs -----
Excess Spread Applied to Class B Required Amount $3,671,543.52
-------------
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 $4,028,998.13
Interest -------------
Excess Spread Applied to Unpaid Annual $19,458,333.34
Servicing Fee --------------
Excess Spread Applied Collateral Default Amount $3,212,600.57
-------------
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 $54,607,758.53
--------------
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS $643,403,578.42
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 -----
Excess Finance Charge Collections Applied to $0.00
Collateral Default Amount -----
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
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 7.46%
-----
AVERAGE SERIES ADJUSTED PORTFOLIO 12.92%
YIELD FOR THE PERIOD ------
AVERAGE EXCESS SPREAD RATE FOR THE PERIOD 5.46%
-----
PRINCIPAL COLLECTIONS---
CLASS A PRINCIPAL PERCENTAGE 87.00%
------
Class A Principal Collections $1,567,127,804.79
-----------------
CLASS B PRINCIPAL PERCENTAGE 6.00%
-----
Class B Principal Collections $147,494,381.62
---------------
COLLATERAL PRINCIPAL PERCENTAGE 7.00%
-----
Collateral Principal Collections $129,057,583.92
---------------
AVAILABLE PRINCIPAL COLLECTIONS $1,843,679,770.33
-----------------
REALLOCATED PRINCIPAL COLLECTIONS $0.00
-----
SERIES 1997-1 PRINCIPAL SHORTFALL $0.00
-----
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $0.00
PRINCIPAL SHARING SERIES -----
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
ACCUMULATION ---
<S> <C> <C>
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 $1,843,679,770.34
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.,
Servicer
By: /s/ Andrew Lubliner
----------------------------
Name: Andrew Lubliner
Title: Servicing Officer
9
EXHIBIT 99.7
February 15, 2000
Moody's Investor Service
ABS Monitoring - Fourth Floor
99 Church Street
New York, NY 10007
Fitch IBCA, Inc.
One State Street Plaza
New York, NY 10004
Standard & Poor's Corporation
ABS Surveillance: Credit Cards
55 Water Street
New York, NY 10041
Bankers Trust Company
4 Albany Street
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, National Association, 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, 1999, 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.,
as Servicer,
By /s/ Andrew Lubliner
-----------------------
Name: Andrew Lubliner
Title: Servicing Officer
Exhibit 99.8
[Letterhead of KPMG LLP]
Independent Accountant's Report
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, 1999, 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, 1999, is fairly stated, in all material respects, based upon
criteria established in Internal Control - Integrated Framework issued by COSO.
/s/ KPMG LLP
Jacksonville, Florida
January 21, 2000
<PAGE>
January 21st, 2000
Assertion by Universal Card Services Corp.
Universal Card Services Corp. 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 Universal Card Services
Corp. internal control over the servicing for the Trust as of December 31, 1999,
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
the third party processor, Total System Services, Inc. The 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, 1999,
Universal Card Services Corp., as servicer, has maintained effective internal
control over the servicing of credit card loans for the Trust based upon
criteria established in Internal Control - Integrated Framework issued by COSO.
UNIVERSAL CARD SERVICES CORP.,
Servicer
By /s/ Richard Garside By /s/ Michael Gehlen
----------------------------- -----------------------------
Richard Garside Michael Gehlen
President & Chief Executive Officer Vice President & Chief Financial
Officer
By /s/ Leslie Palmer By /s/ Dori Broglino
----------------------------- -----------------------------
Leslie Palmer Dori Broglino
Senior Vice President & Assistant Treasurer
Chief Information Officer
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