AMERICAN EXPRESS CENTURION BANK
8-K, 1999-01-15
ASSET-BACKED SECURITIES
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<PAGE>

========================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) January 15, 1999


                  American Express Credit Account Master Trust
                           (Issuer in respect of the
          Class A Series 1996-1 6.80% Asset Backed Certificates, 
          Class B Series 1996-1 6.95% Asset Backed Certificates,
          Class A Series 1997-1 6.40% Asset Backed Certificates,
          Class B Series 1997-1 6.55% Asset Backed Certificates, 
          Class A Series 1998-1 Floating Rate Asset Backed Certificates and
          the Class B Series 1998-1 Floating Rate Asset Backed Certificates)


                        American Express Centurion Bank
                  Co-Originator of the Trust and a Transferor
                  -------------------------------------------
             (Exact name of registrant as specified in its charter)

          Utah                    000-20787-01         11-2869526
          ----                    ------------         ----------
(State or other jurisdiction      (Commission        (IRS Employer
    of incorporation)             File Number)     Identification No.)

6985 Union Park Center, Midvale, Utah                   84047
- -------------------------------------                   -----
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code    (801) 565-5000



             American Express Receivables Financing Corporation II
                  Co-Originator of the Trust and a Transferor
                  -------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                   000-20787           13-3854638
        --------                   ---------           -----------
(State or other jurisdiction      (Commission        (IRS Employer
    of incorporation)             File Number)     Identification No.)

200 Vesey Street, New York, New York                    10285
- ------------------------------------                    -----
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code   (212)640-4473

======================================================================== 

<PAGE>

Item 5.  Other Events

A.  Monthly Servicer's Certificate.

Information  concerning  the American  Express  Credit Account Master Trust (the
"Trust") is contained in the Monthly  Servicer's  Certificate  dated January 12,
1999 for the Distribution Date occurring on January 15, 1999,  covering activity
from November 26, 1998 through December 25, 1998 and provided to the Bank of New
York as Trustee under the Pooling and  Servicing  Agreement,  (the  "Agreement")
dated as of May 16, 1996. Such Monthly Servicer's Certificate is attached hereto
as Exhibit 20.1 and is incorporated herein by reference.

        On May 16, 1996,  the Trust issued  $865,000,000  Class A Series  1996-1
6.80% Asset Backed  Certificates  and  $60,000,000  Class B Series  1996-1 6.95%
Asset Backed  Certificates  (the "1996-1 Class A  Certificates"  and the "1996-1
Class B  Certificates",  respectively,  and  collectively,  the  "Series  1996-1
Certificates"), offered pursuant to a Prospectus Supplement dated May 9, 1996 to
Prospectus  dated May 9, 1996 and issued under the Agreement dated as of May 16,
1996,  and  the  Series  1996-1  Supplement  dated  as of May 16,  1996,  to the
Agreement  (the  "Series  1996-1  Supplement").  Interest  on the Series  1996-1
Certificates  accrues  from May 16,  1996 and is payable on July 16, 1996 and on
the fifteenth day of each month  thereafter  (or, if such fifteenth day is not a
business day, the immediately  succeeding  business  day)(each,  a "Distribution
Date"). Principal with respect to the 1996-1 Class A Certificates and the 1996-1
Class B Certificates is scheduled to be distributed on the May 2001 Distribution
Date, but may be paid earlier or later under certain  limited  circumstances  as
provided in the Agreement and Series 1996-1 Supplement.

        On August 7, 1997, the Trust issued  $865,000,000  Class A Series 1997-1
6.40% Asset Back  Certificates and $60,000,000 Class B Series 1997-1 6.55% Asset
Back  Certificates  (the "1997-1 Class A  Certificates"  and the "1997-1 Class B
Certificates",    respectively,    and   collectively,    the   "Series   1997-1
Certificates"),  offered  pursuant to a Prospectus  Supplement  dated August 21,
1997 to Prospectus dated August 21, 1997 and issued under the Agreement dated as
of May 16, 1996, and the Series 1997-1 Supplement dated as of August 7, 1997, to
the Agreement  (the "Series 1997-1  Supplement").  Interest on the Series 1997-1
Certificates accrues from August 28, 1997 and is payable on October 15, 1997 and
on the fifteenth day of each month thereafter - which is the  Distribution  Date
as described  above.  Principal  with respect to the 1997-1 Class A Certificates
and the 1997-1  Class B  Certificates  is  scheduled  to be  distributed  on the
September 2002 Distribution Date, but may be paid earlier or later under certain
limited circumstances as provided in the Agreement and Series 1997-1 Supplement.

        On June 23, 1998,  the Trust issued  $825,000,000  Class A Series 1998-1
Floating Rate Asset Backed Certificates, bearing a certificate rate of 0.09% per
annum above the London interbank offered rate for one month United States dollar
deposits  ("LIBOR"),  and $80,000,000  Class B Series 1998-1 Floating Rate Asset
Backed  Certificates,  bearing a  certificate  rate of 0.25% per annum above one
month  LIBOR  (the  "1998-1  Class  A  Certificates"  and  the  "1998-1  Class B
Certificates",    respectively,    and   collectively,    the   "Series   1998-1
Certificates"),  offered pursuant to a Prospectus Supplement dated June 17, 1998
to Prospectus dated June 17, 1998 and issued under the Agreement dated as of May
16, 1996,  and the Series  1998-1  Supplement  dated as of June 23, 1998, to the
Agreement  (the  "Series  1998-1  Supplement").  Interest  on the Series  1998-1
Certificates  accrues  from June 23, 1998 and is payable on July 14, 1998 and on
the fifteenth day of each month thereafter - which is the  Distribution  Date as
described  above.  The Series 1998-1  Certificates  will have an expected  final
payment  date of June  2003,  but may be paid  earlier  or later  under  certain
limited circumstances as provided in the Agreement and Series 1998-1 Supplement.

<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         20.1  Series  1996-1,   Series  1997-1  and  Series  1998-1  Monthly  
         Servicer's Certificate dated January 12, 1999 for the January 15, 1999
         Distribution Date.
<PAGE>

                                   SIGNATURES
                                   ----------


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized on the date indicated.


Dated:  January 15, 1999


                                        AMERICAN EXPRESS CREDIT ACCOUNT
                                        MASTER TRUST


                                        AMERICAN EXPRESS CENTURION BANK,
                                        TRANSFEROR

                                        By:     /s/ Rhonda Halpern
                                                -------------------------
                                        Name:   Rhonda Halpern
                                        Title:  Chief Financial Officer 
                                                     and Treasurer






                                        AMERICAN EXPRESS RECEIVABLES
                                        FINANCING CORPORATION II, TRANSFEROR


                                        By:     Leslie R. Scharfstein
                                                ---------------------------
                                        Name:   Leslie R. Scharfstein
                                        Title:  President


<PAGE>


                                 EXHIBIT INDEX
                                 -------------


Designation    Description                                       Page
- -----------    -----------                                       ----

Exhibit 20.1     Series 1996-1, Series 1997-1 and Series           6
                 1998-1 Monthly Servicer's Certificate  
                 dated January 12, 1999 for the January 15,
                 1999 Distribution Date.


                                                           Exhibit 20.1
                        MONTHLY SERVICER'S CERTIFICATE

            AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

                 --------------------------------------------


                 AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST


                 --------------------------------------------

The undersigned, a duly authorized representative of American Express Travel
Related Services Company, Inc., as Servicer ("TRS"), pursuant to the Pooling 
and Servicing Agreement, dated as of May 16, 1996 (as amended and
supplemented, the "Agreement"), as supplemented by the Series Supplements 
(as amended and supplemented, the "Series Supplements"), among TRS,
as Servicer, American Express Centurion Bank and American Express Receivables
Financing Corporation II, as Transferors, and The Bank of New York, as
Trustee, does hereby certify as follows:

1.   Capitalized terms used in this Certificate have their respective meanings
as set forth in the Agreement or the Series Supplements, as applicable.

2.   TRS is, as of the date hereof, the Servicer under the Agreement.

3.   The undersigned is a Servicing Officer.

4.   This Certificate relates to the Distribution Date occurring on January
15, 1999 and covers activity from November 26, 1998 through December 25, 1998.

5.    As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Monthly Period preceding such Distribution Date.

6.    As of the date hereof, to the best knowledge of the undersigned, no Pay
Out Event occurred on or prior to such Distribution date.



      IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this 12th day of January 1999.
   



                                     AMERICAN EXPRESS TRAVEL RELATED
                                     SERVICES COMPANY, INC., as Servicer

                                     By: /s/   Lawrence Fazzari
                                        --------------------------------
                                        Name:  Lawrence Fazzari
                                        Title: Vice President 
                                               Business Results

<PAGE>
<TABLE>
<CAPTION>

I.  Monthly Period Trust Activity                    

A. Trust Activity                                                 Trust Totals
- -----------------                                                 ------------
<S>                                                        <C>               <C>               <C>                <C>

Number of days in period                                                  30
Beginning Principal Receivable Balance                      3,944,262,710.58
Special Funding Account Balance                                         0.00
Beginning Total Principal Balance                           3,944,262,710.58

Finance Charge Collections (excluding                          57,765,637.00
  Discount Option & Recoveries)                          
Discount Percentage                                                     2.00%
Discount Option Receivables Collections                         6,290,519.78
Premium  Option Receivables Collections                                 0.00
Recoveries                                                      3,248,494.00
Total Collections of Finance Charge Receivables                67,304,650.78
Total Collections of Principal Receivables                    308,235,469.22
Monthly Payment Rate                                                  7.8148%
Defaulted  amount                                              18,957,290.52
Annualized Default Rate                                               5.7434%
Trust Portfolio Yield                                                14.9135%
New Principal Receivables                                     398,817,336.68
Ending Principal Receivables Balance                        4,015,887,287.52
Ending Required Minimum Principal Balance                   3,210,000,000.00
Ending Transferor Amount                                    1,015,887,287.52
Ending Special Funding Account Balance                                  0.00
Ending Total Principal Balance                              4,015,887,287.52



B. Series Allocations                                          Series 1996-1     Series 1997-1     Series 1998-1     Trust Total
- ---------------------                                          -------------     -------------     -------------     -----------

Group Number                                                               1                 1                 2
Invested Amount                                             1,000,000,000.00  1,000,000,000.00  1,000,000,000.00  3,000,000,000.00
Adjusted Invested Amount                                    1,000,000,000.00  1,000,000,000.00  1,000,000,000.00  3,000,000,000.00
Principal Funding Account Balance                                       0.00              0.00              0.00              0.00
Series Required Transferor Amount                              70,000,000.00     70,000,000.00     70,000,000.00    210,000,000.00
Series Allocation Percentage                                           33.33%            33.33%            33.33%
Series Alloc. Finance Charge Collections                       22,434,883.59     22,434,883.59     22,434,883.59     67,304,650.78
Series Allocable Recoveries                                     1,082,831.33      1,082,831.33      1,082,831.33      3,248,494.00
Series Alloc. Principal Collections                           102,745,156.41    102,745,156.41    102,745,156.41    308,235,469.22
Series Allocable Defaulted Amount                               6,319,096.84      6,319,096.84      6,319,096.84     18,957,290.52
</TABLE>



                                                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>

C. Group Allocations                                    


1. Group 1 Allocations                            Series 1996-1   Series 1997-1   Group 1 Total
- ----------------------                            -------------   -------------   -------------
<S>                                             <C>             <C>             <C>

Investor Finance Charge Collections               17,063,937.10   17,063,937.10   34,127,874.19

Investor Monthly Interest                          5,632,499.11    5,322,551.18   10,955,050.29
Investor Default Amount                            4,806,295.10    4,806,295.10    9,612,590.19
Investor Monthly Fees                              1,666,666.67    1,666,666.67    3,333,333.33
Investor Additional Amounts                                0.00            0.00            0.00
Total                                             12,105,460.87   11,795,512.95   23,900,973.81

Reallocated Investor Finance Charge Collections   17,063,937.10   17,063,937.10   34,127,874.19
Available Excess                                   4,958,476.23    5,268,424.15   10,226,900.38


2. Group 2 Allocations                             Series 1998-1                   Group 2 Total
- ----------------------                             -------------                   -------------

Investor Finance Charge Collections               17,063,937.10                   17,063,937.10

Investor Monthly Interest                          4,896,897.78                    4,896,897.78
Investor Default Amount                            4,806,295.10                    4,806,295.10
Investor Monthly Fees                              1,666,666.67                    1,666,666.67
Investor Additional Amounts                                0.00                            0.00
Total                                             11,369,859.54                   11,369,859.54

Reallocated Investor Finance Charge Collections   17,063,937.10                   17,063,937.10
Available Excess                                   5,694,077.56                    5,694,077.56


D. Trust Performance                                    

Delinquencies:                                  

31-60 Days Delinquent:                            56,360,354.00    
61-90 Days Delinquent:                            26,667,803.00    
90+ Days Delinquent:                              33,157,913.00    
Total 30+ Days Delinquent:                       116,186,070.00  
</TABLE>


                                                                 - 3 -   
<PAGE>
<TABLE>
<CAPTION>
II. Series 1996-1 Certificates                

                                                       Series        Total Investor     Transferors   
A. Investor/Transferor Allocations                   Allocations        Interest           Interest 
- ----------------------------------                   -----------        --------           -------- 
<S>                                          <C>                  <C>              <C>               <C>

Beginning Invested /Transferor Amount           1,314,754,236.86    1,000,000,000.00  314,754,236.86
Beginning Adjusted Invested Amount                           N/A    1,000,000,000.00             N/A
Floating Allocation Percentage                               N/A             76.0598%        23.9402%
Principal Allocation Percentage                              N/A             76.0598%        23.9402%
Collections of Finance Chg. Receivables            22,434,883.59       17,063,937.10    5,370,946.50
Collections of Principal Receivables              102,745,156.41       78,147,804.00   24,597,352.41
Defaulted Amount                                    6,319,096.84        4,806,295.10    1,512,801.74

Ending Invested / Transferor Amounts             1,338,629,095.84  1,000,000,000.00   338,629,095.84


                                                                                         Collateral                      
B. Monthly Period Funding Requirements                    Class A           Class B        Interest              Total
- --------------------------------------                    -------           -------        --------              -----

Principal Funding Account                                    0.00              0.00            0.00               0.00
Investment Proceeds for Monthly Period                       0.00              0.00            0.00               0.00
Reserve Draw Amount                                          0.00              0.00            0.00               0.00
Available Reserve Account Amount                             0.00              0.00            0.00               0.00
Reserve Account Surplus 0.00                                 0.00              0.00            0.00

Coupon  December 15 - January 14, 1999                     6.8000%           6.9500%        5.9355%
Monthly Interest Due                                 4,901,666.67        347,500.00      383,332.44       5,632,499.11
Outstanding Monthly Interest Due                             0.00              0.00            0.00               0.00
Additional Interest Due                                      0.00              0.00            0.00               0.00
Total Interest Due                                   4,901,666.67        347,500.00      383,332.44       5,632,499.11
Investor Default Amount                              4,157,445.26        288,377.71      360,472.13       4,806,295.10
Investor Monthly Fees Due                            1,441,666.67        100,000.00      125,000.00       1,666,666.67
Investor Additional Amounts Due
Total Due                                           10,500,778.59        735,877.71      868,804.57      12,105,460.87
 
Reallocated Investor Finance Charge Collections                                                          17,063,937.10
Interest and Principal Funding Investment Proceeds                                                                0.00
Series Adjusted Portfolio Yield                                                                                14.9135%
Base Rate                                                                                                       8.5942%


                                                                                         Collateral
C. Certificates - Balances and Distributions              Class A           Class B        Interest             Total
- --------------------------------------------              -------           -------        --------             -----

Beginning Certificates Balance                     865,000,000.00     60,000,000.00   75,000,000.00  1,000,000,000.00
Interest Distributions                               4,901,666.67        347,500.00      383,332.44      5,632,499.11
Principal Deposits - Prin. Funding Account                   0.00              0.00            0.00              0.00
Principal Distributions                                      0.00              0.00            0.00              0.00
Total Distributions                                  4,901,666.67        347,500.00      383,332.44      5,632,499.11
Ending Certificates Balance                        865,000,000.00     60,000,000.00   75,000,000.00  1,000,000,000.00

</TABLE>
                                                                   -4-

<PAGE>

D.   Information regarding distributions on the Distribution Date in respect
of the Class A Certificates per $1,000 original certificate principal amount.

      1.   Total amount of the distribution:                $             5.67 

      2.   Amount of the distribution in 
           respect of Class A Monthly Interest:             $             5.67 

      3.   Amount of the distribution in respect of 
           Class A Outstanding Monthly Interest:            $             0.00 

      4.   Amount of the distribution in respect of
           Class A Additional Interest:                     $             0.00 

      5.   Amount of the distribution in 
           respect of Class A Principal:                    $             0.00 


E.   Class A Investor Charge-Offs and Reimbursement of Class A Investor
Charge-Offs on such Distribution Date.

      1.   Total amount of Class A Investor Charge-Offs:    $             0.00 

      2.   Amount of Class A Investor Charge-
            Offs per $1,000 original certificate 
            principal amount:                               $             0.00 

      3.   Total amount reimbursed in respect of
            Class A Investor Charge-Offs:                   $             0.00 

      4.   Amount reimbursed in respect of Class
            A Investor Charge-Offs 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 


F.   Information regarding distributions in respect of the Class B
Certificates, per $1,000 original certificate principal amount.

      1.   The total amount of the distribution:            $             5.79 

      2.   Amount of the distribution in  
            respect of class B monthly interest:            $             5.79 

      3.   Amount of the distribution in 
            respect of class B outstanding monthly 
            interest:                                       $             0.00 

      4.   Amount of the distribution in 
            respect of class B additional interest:         $             0.00 


                                    - 5 -

<PAGE>

     5.   Amount of the distribution in
            respect of class B principal:                   $             0.00 

G.   Amount of reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested Amount on such Distribution
Date.

      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 

      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 


H.   Information regarding distributions on the Distribution Date to the 
Collateral Interest Holder.

      1.   Total amount distributed to the Collateral 
            Interest Holder:                                $       383,332.44 

      2.   Amount distributed in respect of Collateral 
            Monthly Interest:                               $       383,332.44 

      3.   Amount distributed in respect of Collateral
            Additional Interest:                            $             0.00 

      4.   The amount distributed to the Collateral 
            Interest Holder in respect of principal
            on the Collateral Invested Amount:              $             0.00 


I.   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 

                                    - 6 -

<PAGE>

      2.   The total amount reimbursed in respect
            of such reductions in the Collateral 
            Invested Amount:                                $             0.00


J.   Application of Reallocated Investor Finance Charge Collections.

      1.   Class A Available Funds:                         $    14,760,305.59 

           a.   Class A Monthly Interest:                   $     4,901,666.67 
           b.   Class A Outstanding Monthly Interest:       $             0.00 
           c.   Class A Additional Interest:                $             0.00 
           d.   Class A Investor Default Amount 
                 (Treated as Available Principal 
                 Collections):                              $     4,157,445.26 
           e.   Excess Spread:                              $     5,701,193.66 

      2.   Class B Available Funds:                         $     1,023,836.23 

           a.   Class B Monthly Interest:                   $       347,500.00 
           b.   Class B Outstanding Monthly Interest:       $             0.00 
           c.   Class B Additional Interest:                $             0.00 
           d.   Excess Spread:                              $       676,336.23 

      3.   Collateral Available Funds:                      $     1,279,795.28 

           a.   Excess Spread:                              $     1,279,795.28 

      4.   Total Excess Spread:                             $     7,657,325.17 


K.   Reallocated Principal Collections.

      1.   Principal Allocation Percentage:                           76.0598%

      2.   Series 1996-1 Allocable Principal 
            Collections:                                    $   102,745,156.41 

      3.   Principal Allocation Percentage of 
            Series 1996-1 Allocable Principal 
            Collections:                                    $    78,147,804.00 

      4.   Reallocated Principal Collections 
            Required to fund the Required Amount:           $             0.00 

      5.   Item 3 minus item 4:                             $    78,147,804.00 

      6.   Shared Principal Collections from other 
            Series allocated to Series 1996-1:                             N/A

      7.   Other amounts Treated as Available Principal 
            Collections:                                    $     4,806,295.10 

      8.   Available Principal Collections 
            (total of 5., 6. & 7.):                         $    82,954,099.09 



                                    - 7 -
      
<PAGE>

L.   Application of Available Principal Collections during Revolving Period.

      1.   Collateral Invested Amount                       $    75,000,000.00 

      2.   Required Collateral Invested Amount              $    75,000,000.00 

      3.   Excess of Collateral Invested Amount 
            over Required Collateral Invested Amount:       $             0.00 

      4.   Treated as Shared Principal Collections:         $    82,954,099.09 


M.   Application of Principal Collections During Accumulation or Amortization
Period.

      1.   Principal Funding Account:                                      N/A

      2.   Excess of Collateral Invested Amount
            over Required Collateral Invested Amount:                      N/A

      3.   Principal Distribution:                                         N/A

      4.   Treated as Shared Principal Collections:                        N/A


N.   Application of Excess Spread and Excess Finance Charge Collections
Allocated to Series 1996-1

      1.   Excess Spread:                                   $     7,657,325.17 
      2.   Excess Finance Charge Collections:               $             0.00 
      3.   Applied to fund Class A Required Amount:         $             0.00 
      4.   Class A Investor Charge-Offs treated 
            as Available Principal Collections:             $             0.00 
      5.   Applied to fund Class B overdue Interest:        $             0.00 
      6.   Applied to fund Class B Required Amount:         $       288,377.71 
      7.   Reduction of Class B Invested Amount 
            treated as Available Principal Collections:     $             0.00 
      8.   Applied to Collateral Monthly Interest:          $       383,332.44 
      9.   Applied to unpaid Monthly Servicing Fee:         $     1,666,666.67 
      10.  Collateral Default Amount treated as 
            Available Principal Collections:                $       360,472.13 
      11.  Reduction of Collateral Invested Amount 
            treated as Available Principal Collections:     $             0.00 
      12.  Deposited to Reserve Account:                    $             0.00 
      13.  Applied to other amounts owed to 
            Collateral Interest Holder:                     $             0.00 
      l4.  Balance:                                         $     4,958,476.23 


O.   Yield and Base Rate

      1.   Base Rate

           a.   Current Monthly Period             8.5942%
           b.   Prior Monthly Period               9.1362%
           c.   Second Prior Monthly Period        8.3301%

      2.   Three Month Average Base Rate                               8.6868%

      3.   Series Adjusted Portfolio Yield

           a.   Current Monthly Period              14.91%
           b.   Prior Monthly Period                14.43%
           c.   Second Prior Monthly Period         15.39%

      4.   Three Month Average Series Adjusted Portfolio Yield          14.91%

                                    - 8 -

<PAGE>
<TABLE>
<CAPTION>

III. Series 1997-1 Certificates  

                                                                       Series      Total Investor      Transferors
A. Investor/Transferor Allocations                                  Allocations       Interest            Interest
- ----------------------------------                                  -----------       --------            --------
<S>                                                          <C>               <C>              <C>               <C>
Beginning Invested /Transferor Amount                           1,314,754,236.86 1,000,000,000.00  314,754,236.86
Beginning Adjusted Invested Amount                                           N/A 1,000,000,000.00             N/A 
Floating Allocation Percentage                                               N/A          76.0598%        23.9402%
Principal Allocation Percentage                                              N/A          76.0598%        23.9402%
Collections of Finance Chg. Receivables                            22,434,883.59    17,063,937.10    5,370,946.50
Collections of Principal Receivables                              102,745,156.41    78,147,804.00   24,597,352.41
Defaulted Amount                                                    6,319,096.84     4,806,295.10    1,512,801.74

Ending Invested / Transferor Amounts                            1,338,629,095.84 1,000,000,000.00  338,629,095.84


                                                                                                       Collateral
B. Monthly Period Funding Requirements                                   Class A          Class B        Interest             Total
- --------------------------------------                                   -------          -------        --------             -----

Principal Funding Account                                                   0.00             0.00            0.00              0.00
Investment Proceeds for Monthly Period                                      0.00             0.00            0.00              0.00
Reserve Draw Amount                                                         0.00             0.00            0.00              0.00
Available Reserve Account Amount                                            0.00             0.00            0.00              0.00
Reserve Account Surplus                                                     0.00             0.00            0.00              0.00

Coupon  December 15 - January 14, 1999                                    6.4000%          6.5500%         5.9105%
Monthly Interest Due                                                4,613,333.33       327,500.00      381,717.85      5,322,551.18
Outstanding Monthly Interest Due                                            0.00             0.00            0.00              0.00
Additional Interest Due                                                     0.00             0.00            0.00              0.00
Total Interest Due                                                  4,613,333.33       327,500.00      381,717.85      5,322,551.18
Investor Default Amount                                             4,157,445.26       288,377.71      360,472.13      4,806,295.10
Investor Monthly Fees Due                                           1,441,666.67       100,000.00      125,000.00      1,666,666.67
Investor Additional Amounts Dues
Total Due                                                          10,212,445.26       715,877.71      867,189.98     11,795,512.95

Reallocated Investor Finance Charge Collections                                                                       17,063,937.10
Interest and Principal Funding Investment Proceeds                                                                             0.00
Series Adjusted Portfolio Yield                                                                                             14.9135%
Base Rate                                                                                                                    8.2292%


                                                                                                       Collateral
C. Certificates - Balances and Distributions                             Class A          Class B        Interest             Total
                                                                         -------          -------        --------             -----

Beginning Certificates Balance                                    865,000,000.00    60,000,000.00   75,000,000.00  1,000,000,000.00
Interest Distributions                                              4,613,333.33       327,500.00      381,717.85      5,322,551.18
Principal Deposits - Prin. Funding Account                                  0.00             0.00            0.00              0.00
Principal Distributions                                                     0.00             0.00            0.00              0.00
Total Distributions                                                 4,613,333.33       327,500.00      381,717.85      5,322,551.18
Ending Certificates Balance                                       865,000,000.00    60,000,000.00   75,000,000.00  1,000,000,000.00

</TABLE>


                                                                         - 9 -
<PAGE>
D.   Information regarding distributions on the Distribution Date in respect
of the Class A Certificates per $1,000 original certificate principal amount.

      1.   Total amount of the distribution:                $             5.33 

      2.   Amount of the distribution in 
           respect of Class A Monthly Interest:             $             5.33 

      3.   Amount of the distribution in respect of 
           Class A Outstanding Monthly Interest:            $             0.00 

      4.   Amount of the distribution in respect of
           Class A Additional Interest:                     $             0.00 

      5.   Amount of the distribution in 
           respect of Class A Principal:                    $             0.00 


E.   Class A Investor Charge-Offs and Reimbursement of Class A Investor
Charge-Offs on such Distribution Date.

      1.   Total amount of Class A Investor Charge-Offs:    $             0.00 

      2.   Amount of Class A Investor Charge-
            Offs per $1,000 original certificate 
            principal amount:                               $             0.00 

      3.   Total amount reimbursed in respect of
            Class A Investor Charge-Offs:                   $             0.00 

      4.   Amount reimbursed in respect of Class
            A Investor Charge-Offs 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 


F.   Information regarding distributions in respect of the Class B
Certificates, per $1,000 original certificate principal amount.

      1.   The total amount of the distribution:            $             5.46 

      2.   Amount of the distribution in  
            respect of class B monthly interest:            $             5.46 

      3.   Amount of the distribution in 
            respect of class B outstanding monthly 
            interest:                                       $             0.00 

      4.   Amount of the distribution in 
            respect of class B additional interest:         $             0.00 


                                    - 10 -


<PAGE>

     5.   Amount of the distribution in
            respect of class B principal:                   $             0.00 

G.   Amount of reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested Amount on such Distribution
Date.

      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 

      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 


H.   Information regarding distributions on the Distribution Date to the 
Collateral Interest Holder.

      1.   Total amount distributed to the Collateral 
            Interest Holder:                                $       381,717.85 

      2.   Amount distributed in respect of Collateral 
            Monthly Interest:                               $       381,717.85 

      3.   Amount distributed in respect of Collateral
            Additional Interest:                            $             0.00 

      4.   The amount distributed to the Collateral 
            Interest Holder in respect of principal
            on the Collateral Invested Amount:              $             0.00 


I.   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 

                                    - 11 -

<PAGE>

      2.   The total amount reimbursed in respect
            of such reductions in the Collateral 
            Invested Amount:                                $             0.00


J.   Application of Reallocated Investor Finance Charge Collections.

      1.   Class A Available Funds:                         $    14,760,305.59 

           a.   Class A Monthly Interest:                   $     4,613,333.33 
           b.   Class A Outstanding Monthly Interest:       $             0.00 
           c.   Class A Additional Interest:                $             0.00 
           d.   Class A Investor Default Amount 
                 (Treated as Available Principal 
                 Collections):                              $     4,157,445.26 
           e.   Excess Spread:                              $     5,989,527.00 

      2.   Class B Available Funds:                         $     1,023,836.23 

           a.   Class B Monthly Interest:                   $       327,500.00 
           b.   Class B Outstanding Monthly Interest:       $             0.00 
           c.   Class B Additional Interest:                $             0.00 
           d.   Excess Spread:                              $       696,336.23 

      3.   Collateral Available Funds:                      $     1,279,795.28 

           a.   Excess Spread:                              $     1,279,795.28 

      4.   Total Excess Spread:                             $     7,965,658.50 


K.   Reallocated Principal Collections.

      1.   Principal Allocation Percentage:                           76.0598%

      2.   Series 1997-1 Allocable Principal 
            Collections:                                    $   102,745,156.41 

      3.   Principal Allocation Percentage of 
            Series 1997-1 Allocable Principal 
            Collections:                                    $    78,147,804.00 

      4.   Reallocated Principal Collections 
            Required to fund the Required Amount:           $             0.00 

      5.   Item 3 minus item 4:                             $    78,147,804.00 

      6.   Shared Principal Collections from other 
            Series allocated to Series 1997-1:                             N/A

      7.   Other amounts Treated as Available Principal 
            Collections:                                    $     4,806,295.10 

      8.   Available Principal Collections 
            (total of 5., 6. & 7.):                         $    82,954,099.09 



                                    - 12 -

<PAGE>

L.   Application of Available Principal Collections during Revolving Period.

      1.   Collateral Invested Amount                       $    75,000,000.00 

      2.   Required Collateral Invested Amount              $    75,000,000.00 

      3.   Excess of Collateral Invested Amount 
            over Required Collateral Invested Amount:       $             0.00 

      4.   Treated as Shared Principal Collections:         $    82,954,099.09 


M.   Application of Principal Collections During Accumulation or Amortization
Period.

      1.   Principal Funding Account:                                      N/A

      2.   Excess of Collateral Invested Amount
            over Required Collateral Invested Amount:                      N/A

      3.   Principal Distribution:                                         N/A

      4.   Treated as Shared Principal Collections:                        N/A


N.   Application of Excess Spread and Excess Finance Charge Collections
Allocated to Series 1997-1

      1.   Excess Spread:                                   $     7,965,658.50 
      2.   Excess Finance Charge Collections:               $             0.00 
      3.   Applied to fund Class A Required Amount:         $             0.00 
      4.   Class A Investor Charge-Offs treated 
            as Available Principal Collections:             $             0.00 
      5.   Applied to fund Class B overdue Interest:        $             0.00 
      6.   Applied to fund Class B Required Amount:         $       288,377.71  
      7.   Reduction of Class B Invested Amount 
           treated as Available Principal Collections:      $             0.00 
      8.   Applied to Collateral Monthly Interest:          $       381,717.85 
      9.   Applied to unpaid Monthly Servicing Fee:         $     1,666,666.67 
      10.  Collateral Default Amount treated as 
            Available Principal Collections:                $       360,472.13 
      11.  Reduction of Collateral Invested Amount 
            treated as Available Principal Collections:     $             0.00 
      12.  Deposited to Reserve Account:                    $             0.00 
      13.  Applied to other amounts owed to 
            Collateral Interest Holder:                     $             0.00 
      l4.  Balance:                                         $     5,268,424.15 


O.   Yield and Base Rate

      1.   Base Rate

           a.   Current Monthly Period             8.2292%
           b.   Prior Monthly Period               8.7462%
           c.   Second Prior Monthly Period        7.9765%

      2.   Three Month Average Base Rate                               8.3173%

      3.   Series Adjusted Portfolio Yield

           a.   Current Monthly Period             14.91% 
           b.   Prior Monthly Perid                14.43% 
           c.   Second Prior Monthly Period        15.39% 

      4.   Three Month Average Series Adjusted Portfolio Yield         14.91% 

                                    - 13 -
<PAGE>
<TABLE>
<CAPTION>
 
IV. Series 1998-1 Certificates   
                                                                    Series      Total Investor    Transferors
A. Investor/Transferor Allocations                              Allocations         Interest        Interest
                                                                -----------         --------        --------  
<S>                                                     <C>                <C>              <C>               <C>

Beginning Invested /Transferor Amount                      1,314,754,236.86  1,000,000,000.00 314,754,236.86
Beginning Adjusted Invested Amount                                      N/A  1,000,000,000.00            N/A 
Floating Allocation Percentage                                          N/A           76.0598%       23.9402%
Principal Allocation Percentage                                         N/A           76.0598%       23.9402%
Collections of Finance Chg. Receivables                       22,434,883.59     17,063,937.10   5,370,946.50
Collections of Principal Receivables                         102,745,156.41     78,147,804.00  24,597,352.41
Defaulted Amount                                               6,319,096.84      4,806,295.10   1,512,801.74

Ending Invested / Transferor Amounts                       1,338,629,095.84  1,000,000,000.00 338,629,095.84


                                                                                                  Collateral
B. Monthly Period Funding Requirements                             Class A           Class B        Interest              Total
- --------------------------------------                             -------           -------        --------              -----

Principal Funding Account                                             0.00              0.00            0.00               0.00
Investment Proceeds for Monthly Period                                0.00              0.00            0.00               0.00
Reserve Draw Amount                                                   0.00              0.00            0.00               0.00
Available Reserve Account Amount                                      0.00              0.00            0.00               0.00
Reserve Account Surplus                                               0.00              0.00            0.00               0.00

Coupon  December 15 - January 14, 1999                              5.6255%           5.7855%         6.1355%
Monthly Interest Due                                          3,996,427.65        398,554.60      501,915.53       4,896,897.78
Outstanding Monthly Interest Due                                      0.00              0.00            0.00               0.00
Additional Interest Due                                               0.00              0.00            0.00               0.00
Total Interest Due                                            3,996,427.65        398,554.60      501,915.53       4,896,897.78
Investor Default Amount                                       3,965,193.45        384,503.61      456,598.03       4,806,295.10
Investor Monthly Fees Due                                     1,375,000.00        133,333.33      158,333.33       1,666,666.67
Investor Additional Amounts Dues
Total Due                                                     9,336,621.10        916,391.54    1,116,846.90      11,369,859.54

Reallocated Investor Finance Charge Collections                                                                   17,063,937.10
Interest and Principal Funding Investment Proceeds                                                                         0.00
Series Adjusted Portfolio Yield                                                                                         14.9135%
Base Rate                                                                                                                7.7281%


                                                                                                 Collateral
C. Certificates - Balances and Distributions                     Class A           Class B         Interest              Total
                                                                 -------           -------         --------              -----

Beginning Certificates Balance                            825,000,000.00     80,000,000.00    95,000,000.00   1,000,000,000.00
Interest Distributions                                      3,996,427.65        398,554.60       501,915.53       4,896,897.78
Principal Deposits - Prin. Funding Account                          0.00              0.00             0.00               0.00
Principal Distributions                                             0.00              0.00             0.00               0.00
Total Distributions                                         3,996,427.65        398,554.60       501,915.53       4,896,897.78
Ending Certificates Balance                               825,000,000.00     80,000,000.00    95,000,000.00   1,000,000,000.00

                                                                           -14-
</TABLE>


<PAGE>

D.   Information regarding distributions on the Distribution Date in respect
of the Class A Certificates per $1,000 original certificate principal amount.

      1.   Total amount of the distribution:                $             4.84 

      2.   Amount of the distribution in 
           respect of Class A Monthly Interest:             $             4.84 

      3.   Amount of the distribution in respect of 
           Class A Outstanding Monthly Interest:            $             0.00 

      4.   Amount of the distribution in respect of
           Class A Additional Interest:                     $             0.00 

      5.   Amount of the distribution in 
           respect of Class A Principal:                    $             0.00 


E.   Class A Investor Charge-Offs and Reimbursement of Class A Investor
Charge-Offs on such Distribution Date.

      1.   Total amount of Class A Investor Charge-Offs:    $             0.00 

      2.   Amount of Class A Investor Charge-
            Offs per $1,000 original certificate 
            principal amount:                               $             0.00 

      3.   Total amount reimbursed in respect of
            Class A Investor Charge-Offs:                   $             0.00 

      4.   Amount reimbursed in respect of Class
            A Investor Charge-Offs 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 


F.   Information regarding distributions in respect of the Class B
Certificates, per $1,000 original certificate principal amount.

      1.   The total amount of the distribution:            $             4.98 

      2.   Amount of the distribution in  
            respect of class B monthly interest:            $             4.98 

      3.   Amount of the distribution in 
            respect of class B outstanding monthly 
            interest:                                       $             0.00 

      4.   Amount of the distribution in 
            respect of class B additional interest:         $             0.00 


                                    - 15 -

<PAGE>

     5.   Amount of the distribution in
            respect of class B principal:                   $             0.00 

G.   Amount of reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested Amount on such Distribution
Date.

      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 

      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 


H.   Information regarding distributions on the Distribution Date to the 
Collateral Interest Holder.

      1.   Total amount distributed to the Collateral 
            Interest Holder:                                $       501,915.53 

      2.   Amount distributed in respect of Collateral 
            Monthly Interest:                               $       501,915.53 

      3.   Amount distributed in respect of Collateral
            Additional Interest:                            $             0.00 

      4.   The amount distributed to the Collateral 
            Interest Holder in respect of principal
            on the Collateral Invested Amount:              $             0.00 


I.   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 

                                    - 16 -

<PAGE>

      2.   The total amount reimbursed in respect
            of such reductions in the Collateral 
            Invested Amount:                                $             0.00


J.   Application of Reallocated Investor Finance Charge Collections.

      1.   Class A Available Funds:                         $    14,077,748.10 

           a.   Class A Monthly Interest:                   $     3,996,427.65 
           b.   Class A Outstanding Monthly Interest:       $             0.00 
           c.   Class A Additional Interest:                $             0.00 
           d.   Class A Investor Default Amount 
                 (Treated as Available Principal 
                 Collections):                              $     3,965,193.45 
           e.   Excess Spread:                              $     6,116,127.00 

      2.   Class B Available Funds:                         $     1,365,114.97 
           a.   Class B Monthly Interest:                   $       398,554.60 
           b.   Class B Outstanding Monthly Interest:       $             0.00 
           c.   Class B Additional Interest:                $             0.00 
           d.   Excess Spread:                              $       966,560.37 

      3.   Collateral Available Funds:                      $     1,621,074.02 

           a.   Excess Spread:                              $     1,621,074.02 

      4.   Total Excess Spread:                             $     8,703,761.40 


K.   Reallocated Principal Collections.

      1.   Principal Allocation Percentage:                           76.0598%

      2.   Series 1998-1 Allocable Principal 
            Collections:                                    $   102,745,156.41 

      3.   Principal Allocation Percentage of 
            Series 1998-1 Allocable Principal 
            Collections:                                    $    78,147,804.00 

      4.   Reallocated Principal Collections 
            Required to fund the Required Amount:           $             0.00 

      5.   Item 3 minus item 4:                             $    78,147,804.00 

      6.   Shared Principal Collections from other 
            Series allocated to Series 1998-1:                             N/A

      7.   Other amounts Treated as Available Principal 
            Collections:                                    $     4,806,295.10 

      8.   Available Principal Collections 
            (total of 5., 6. & 7.):                         $    82,954,099.09 



                                    - 17 -

<PAGE>

L.   Application of Available Principal Collections during Revolving Period.

      1.   Collateral Invested Amount                       $    95,000,000.00 

      2.   Required Collateral Invested Amount              $    95,000,000.00 

      3.   Excess of Collateral Invested Amount 
            over Required Collateral Invested Amount:       $             0.00 

      4.   Treated as Shared Principal Collections:         $    82,954,099.09 


M.   Application of Principal Collections During Accumulation or Amortization
Period.

      1.   Principal Funding Account:                                      N/A

      2.   Excess of Collateral Invested Amount
            over Required Collateral Invested Amount:                      N/A

      3.   Principal Distribution:                                         N/A

      4.   Treated as Shared Principal Collections:                        N/A


N.   Application of Excess Spread and Excess Finance Charge Collections
Allocated to Series 1998-1

      1.   Excess Spread:                                   $     8,703,761.40 
      2.   Excess Finance Charge Collections:               $             1.00 
      3.   Applied to fund Class A Required Amount:         $             1.00 
      4.   Class A Investor Charge-Offs treated 
            as Available Principal Collections:             $             1.00 
      5.   Applied to fund Class B overdue Interest:        $             1.00 
      6.   Applied to fund Class B Required Amount:         $       384,503.61 
      7.   Reduction of Class B Invested Amount 
            treated as Available Principal Collections:     $             0.00 
      8.   Applied to Collateral Monthly Interest:          $       501,915.53 
      9.   Applied to unpaid Monthly Servicing Fee:         $     1,666,666.67 
      10.  Collateral Default Amount treated as 
            Available Principal Collections:                $       456,598.03 
      11.  Reduction of Collateral Invested Amount 
            treated as Available Principal Collections:     $             0.00 
      12.  Deposited to Reserve Account:                    $             0.00 
      13.  Applied to other amounts owed to 
            Collateral Interest Holder:                     $             0.00 
      l4.  Balance:                                         $     5,694,076.56 


O.   Yield and Base Rate

      1.   Base Rate

           a.   Current Monthly Period             7.7281%
           b.   Prior Monthly Period               7.6022%
           c.   Second Prior Monthly Period        7.5381%

      2.   Three Month Average Base Rate                               7.6228% 

      3.   Series Adjusted Portfolio Yield

           a.   Current Monthly Period              14.91%
           b.   Prior Monthly Perid                 14.43%
           c.   Second Prior Monthly Period         15.39%

      4.   Three Month Average Series Adjusted Portfolio Yield          14.91%

                                    - 18 -
<PAGE>


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