AMERICAN EXPRESS CENTURION BANK
8-K, 1999-02-12
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) February 12, 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
         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 February 10,
1999 for the Distribution Date occurring on February 16, 1999, covering activity
from December 26, 1998 through January 25, 1999 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 February 10,
                   1999 for the February 16, 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:  February 12, 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:     /s/ 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                        6
                 Series 1998-1 Monthly Servicer's
                 Certificate dated February 10, 1999
                 for the February 16, 1999 Distribution 
                 Date.




                                                      Exhibit 20.1
<PAGE>


                        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 February 16,
1999 and covers activity from December 26, 1998 through January 25, 1999.

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 10th day of February 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                                 31
Beginning Principal Receivable Balance     7,587,159,879.40 
Special Funding Account Balance                        0.00
Beginning Total Principal Balance          7,587,159,879.40 

Finance Charge Collections (excluding        104,258,703.00 
  Discount Option & Recoveries)
Discount Percentage                                   2.00%
Discount Option Receivables                   13,533,918.52 
Collections
Premium Option Receivables Collections                 0.00
Recoveries                                     5,855,018.00 
Total Collections of Finance Charge          123,647,639.52 
Receivables
Total Collections of Principal               663,162,007.48 
Receivables
Monthly Payment Rate                                8.4586%
Defaulted amount                              42,442,630.86 
Annualized Default Rate                             6.6280%
Trust Portfolio Yield                              12.6019%
New Principal Receivables                    658,049,579.74 
Ending Principal Receivables Balance       7,539,604,820.80 
Ending Required Minimum Principal          3,210,000,000.00 
Balance
Ending Transferor Amount                   4,539,604,820.80 
Ending Special Funding Account Balance                 0.00
Ending Total Principal Balance             7,539,604,820.80 



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                  41,215,879.84          41,215,879.84          41,215,879.84         123,647.639.52
Collections
Series Allocable Recoveries                    1,951,672.67           1,951,672.67           1,951,672.67           5,855,018.00
Series Alloc. Principal Collections          221,054,002.49         221,054,002.49         221,054,002.49         663,162,007.48
Series Allocable Defaulted Amount             14,147,543.62          14,147,543.62          14,147,543.62          42,442,630.86
</TABLE>



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

C. Group Allocations
- --------------------

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

Investor Finance Charge Collections                              16,296,959.80           16,296,959.80            32,593,919.59

Investor Monthly Interest                                         5,609,166.67            5,299,166.66            10,908,333.33
Investor Default Amount                                           5,594,007.71            5,594,007.71            11,188,015.42
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                                                            12,869,841.04           12,559,841.04            25,429,682.08

Reallocated Investor Finance Charge Collections                  16,296,959.80           16,296,959.80            32,593,919.59
Available Excess                                                  3,427,118.75            3,737,118.76             7,164,237.51


2. Group 2 Allocations                                           Series 1998-1                                    Group 2 Total
- ----------------------                                           -------------                                    -------------
Investor Finance Charge Collections                              16,296,959.80                                    16,296,959.80

Investor Monthly Interest                                         4,578,888.89                                     4,578,888.89
Investor Default Amount                                           5,594,007.71                                     5,594,007.71
Investor Monthly Fees                                             1,666,666.67                                     1,666,666.67
Investor Additional Amounts                                               0.00                                             0.00
Total                                                            11,839,563.27                                    11,839,563.27

Reallocated Investor Finance Charge Collections                  16,296,959.80                                    16,296,959.80
Available Excess                                                  4,457,396.53                                     4,457,396.53


D. Trust Performance
- --------------------

Delinquencies:

31-60 Days Delinquent:                                          135,822,454.00
61-90 Days Delinquent:                                           64,748,192.00
90+ Days Delinquent:                                             82,340,263.00
Total 30+ Days Delinquent:                                      282,910,909.00
</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          2,529,053,293.13       1,000,000,000.00       1,529,053,293.13
Beginning Adjusted Invested Amount                         N/A       1,000,000,000.00                    N/A
Floating Allocation Percentage                             N/A               39.5405%               60.4595%
Principal Allocation Percentage                            N/A               39.5405%               60.4595%
Collections of Finance Chg. Receivables          41,215,879.84          16,296,959.80          24,918,920.04
Collections of Principal Receivables            221,054,002.49          87,405,830.12         133,648,172.38
Defaulted Amount                                 14,147,543.62           5,594,007.71           8,553,535.91

Ending Invested / Transferor Amounts          2,513,201,606.93       1,000,000,000.00       1,513,201,606.93

                                                                                                  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  January 15 - February 16, 1999                 6.8000%                6.9500%                5.4000%
Monthly Interest Due                              4,901,666.67             347,500.00             360,000.00          5,609,166.67
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             360,000.00          5,609,166.67
Investor Default Amount                           4,838,816.67             335,640.46             419,550.58          5,594,007.71
Investor Monthly Fees Due                         1,441,666.67             100,000.00             125,000.00          1,666,666.67
Investor Additional Amounts Due
Total Due                                        11,182,150.00             783,140.46             904,550.58         12,869,841.04

Reallocated Investor Finance Charge Collections                                                                      16,296,959.80
Interest and Principal Funding Investment Proceeds                                                                            0.00
Series Adjusted Portfolio Yield                                                                                           12.6019%
Base Rate                                                                                                                  8.2990%


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             360,000.00          5,609,166.67
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             360,000.00          5,609,166.67
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 th
Collateral Interest Holder.

      1.   Total amount distributed to the Collateral 
            Interest Holder:                                $       360,000.00 

      2.   Amount distributed in respect of Collateral 
            Monthly Interest:                               $       360,000.00 

      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:                         $    14,096,870.22 

           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):                              $     4,838,816.67 
           e.   Excess Spread:                              $     4,356,386.89 

      2.   Class B Available Funds:                         $       977,817.59 

           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:                              $       630,317.59 

      3.   Collateral Available Funds:                      $     1,222,271.98 

           a.   Excess Spread:                              $     1,222,271.98 

      4.   Total Excess Spread:                             $     6,208,976.46 


K.   Reallocated Principal Collections.

      1.   Principal Allocation Percentage:                           39.5405%

      2.   Series 1996-1 Allocable Principal 
            Collections:                                    $   221,054,002.49 

      3.   Principal Allocation Percentage of 
            Series 1996-1 Allocable Principal 
            Collections:                                    $    87,405,830.12 

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

      5.   Item 3 minus item 4:                             $    87,405,830.12 

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

      7.   Other amounts Treated as Available Principal 
            Collections:                                    $     5,594,007.71 

      8.   Available Principal Collections 
            (total of 5., 6. & 7.):                         $    92,999,837.83 



                                    - 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:         $    92,999,837.83 


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:                                   $     6,208,976.46 
      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:         $       335,640.46 
      7.   Reduction of Class B Invested Amount 
            treated as Available Principal Collections:     $             0.00 
      8.   Applied to Collateral Monthly Interest:          $       360,000.00 
      9.   Applied to unpaid Monthly Servicing Fee:         $     1,666,666.67 
      10.  Collateral Default Amount treated as 
            Available Principal Collections:                $       419,550.58 
      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:                                         $     3,427,118.75 


O.   Yield and Base Rate

      1.   Base Rate

           a.   Current Monthly Period             8.2990%
           b.   Prior Monthly Period               8.5942%
           c.   Second Prior Monthly Period        9.1362%

      2.   Three Month Average Base Rate                               8.6765%

      3.   Series Adjusted Portfolio Yield

           a.   Current Monthly Period              12.60%
           b.   Prior Monthly Period                14.91%
           c.   Second Prior Monthly Period         14.43%

      4.   Three Month Average Series Adjusted Portfolio Yield          13.98%

                                    - 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       2,529,053,293.13       1,000,000,000.00          1,529,053,293.13
Beginning Adjusted Invested Amount                      N/A       1,000,000,000.00                       N/A
Floating Allocation Percentage                          N/A               39.5405%                  60.4595%
Principal Allocation Percentage                         N/A               39.5405%                  60.4595%
Collections of Finance Chg. Receivables       41,215,879.84          16,296,959.80             24,918,920.04
Collections of Principal Receivables         221,054,002.49          87,405,830.12            133,648,172.38
Defaulted Amount                              14,147,543.62           5,594,007.71              8,553,535.91

Ending Invested / Transferor Amounts       2,513,201,606.93       1,000,000,000.00          1,513,201,606.93


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

Priincipal 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  January 15 - February 16, 1999               6.4000%               6.5500%                   5.3750%
Monthly Interest Due                            4,613,333.33            327,500.00                358,333.33          5,299,166.66
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                358,333.33          5,299,166.66
Investor Default Amount                         4,838,816.67            335,640.46                419,550.58          5,594,007.71
Investor Monthly Fees Due                       1,441,666.67            100,000.00                125,000.00          1,666,666.67
Investor Additional Amounts Dues

Total Due                                      10,893,816.67            763,140.46                902,883.91         12,559,841.04

Reallocated Investor Finance Charge Collections                                                                      16,296,959.80
Interest and Principal Funding Investment Proceeds                                                                            0.00
Series Adjusted Portfolio Yield                                                                                           12.6019%
Base Rate                                                                                                                  7.9454%


                                                                                                                        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                358,333.33          5,299,166.66
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                358,333.33          5,299,166.66
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:                                $       358,333.33 

      2.   Amount distributed in respect of Collateral 
            Monthly Interest:                               $       358,333.33 

      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:                         $    14,096,870.22 

           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):                              $     4,838,816.67 
           e.   Excess Spread:                              $     4,644,720.22 

      2.   Class B Available Funds:                         $       977,817.59 

           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:                              $       650,317.59 

      3.   Collateral Available Funds:                      $     1,222,271.98 

           a.   Excess Spread:                              $     1,222,271.98 

      4.   Total Excess Spread:                             $     6,517,309.79 


K.   Reallocated Principal Collections.

      1.   Principal Allocation Percentage:                           39.5405%

      2.   Series 1997-1 Allocable Principal 
            Collections:                                    $   221,054,002.49 

      3.   Principal Allocation Percentage of 
            Series 1997-1 Allocable Principal 
            Collections:                                    $    87,405,830.10 

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

      5.   Item 3 minus item 4:                             $    87,405,830.12 

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

      7.   Other amounts Treated as Available Principal 
            Collections:                                    $     5,594,007.71 

      8.   Available Principal Collections 
            (total of 5., 6. & 7.):                         $    92,999,837.83 



                                    - 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:         $    92,999,837.83 


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:                                   $     6,517,309.79 
      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:         $       335,640.46
      7.   Reduction of Class B Invested Amount 
           treated as Available Principal Collections:      $             0.00 
      8.   Applied to Collateral Monthly Interest:          $       358,333.33 
      9.   Applied to unpaid Monthly Servicing Fee:         $     1,666,666.67 
      10.  Collateral Default Amount treated as 
            Available Principal Collections:                $       419,550.58 
      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:                                         $     3,737,118.76 


O.   Yield and Base Rate

      1.   Base Rate

           a.   Current Monthly Period             7.9454%
           b.   Prior Monthly Period               8.2292%
           c.   Second Prior Monthly Period        8.7462%

      2.   Three Month Average Base Rate                               8.3069%

      3.   Series Adjusted Portfolio Yield

           a.   Current Monthly Period             12.60% 
           b.   Prior Monthly Perid                14.91% 
           c.   Second Prior Monthly Period        14.43% 

      4.   Three Month Average Series Adjusted Portfolio Yield         13.98% 

                                    - 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      2,529,053,293.13        1,000,000,000.00       1,529,053,293.13
Beginning Adjusted Invested Amount                      N/A        1,000,000,000.00                    N/A
Floating Allocation Percentage                          N/A                39.5405%               60.4595%
Principal Allocation Percentage                         N/A                39.5405%               60.4595%
Collections of Finance Chg. Receivables       41,215,879.84           16,296,959.80          24,918,920.04
Collections of Principal Receivables         221,054,002.49           87,405,830.12         133,648,172.38
Defaulted Amount                              14,147,543.62            5,594,007.71           8,553,535.91

Ending Invested / Transferor Amounts       2,513,201,606.93        1,000,000,000.00       1,513,201,606.93
  
                                                                                                                        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  January 15 - February 16, 1999              5.0900%                 5.2500%                5.6000%
Monthly Interest Due                           3,732,666.67              373,333.33             472,888.89            4,578,888.89
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                             3,732,666.67              373,333.33             472,888.89            4,578,888.89
Investor Default Amount                        4,615,056.36              447,520.62             531,430.73            5,594,007.71
Investor Monthly Fees Due                      1,375,000.00              133,333.33             158,333.33            1,666,666.67
Investor Additional Amounts Dues
Total Due                                      9,722,723.03              954,187.28           1,162,652.95           11,839,563.27

Reallocated Investor Finance Charge Collections                                                                      16,296,959.80
Interest and Principal Funding Investment Proceeds                                                                            0.00
Series Adjusted Portfolio Yield                                                                                           12.6019%
Base Rate                                                                                                                  7.1238%

                                                                                                                        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                         3,732,666.67             373,333.33             472,888.89             4,578,888.89
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                            3,732,666.67             373,333.33             472,888.89             4,578,888.89
Ending Certificates Balance                  825,000,000.00          80,000,000.00          95,000,000.00         1,000,000,000.00
</TABLE>


 
                                                                - 14 -
<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:                $             4.52 

      2.   Amount of the distribution in 
           respect of Class A Monthly Interest:             $             4.52 

      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:            $             4.67 

      2.   Amount of the distribution in  
            respect of class B monthly interest:            $             4.67 

      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:                                $       472,888.89 

      2.   Amount distributed in respect of Collateral 
            Monthly Interest:                               $       472,888.89 

      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:                         $    13,444,991.83 

           a.   Class A Monthly Interest:                   $     3,732,666.67 
           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):                              $     4,615,056.36 
           e.   Excess Spread:                              $     5,097,268.80 

      2.   Class B Available Funds:                         $     1,303,756.78 
           a.   Class B Monthly Interest:                   $       373,333.33 
           b.   Class B Outstanding Monthly Interest:       $             0.00 
           c.   Class B Additional Interest:                $             0.00 
           d.   Excess Spread:                              $       930,423.45 

      3.   Collateral Available Funds:                      $     1,548,211.18 

           a.   Excess Spread:                              $     1,548,211.18 

      4.   Total Excess Spread:                             $     7,575,903.44 


K.   Reallocated Principal Collections.

      1.   Principal Allocation Percentage:                           39.5405%

      2.   Series 1998-1 Allocable Principal 
            Collections:                                    $   221,054,002.49 

      3.   Principal Allocation Percentage of 
            Series 1998-1 Allocable Principal 
            Collections:                                    $    87,405,830.12 

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

      5.   Item 3 minus item 4:                             $    87,405,830.12 

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

      7.   Other amounts Treated as Available Principal 
            Collections:                                    $     5,594,007.71 

      8.   Available Principal Collections 
            (total of 5., 6. & 7.):                         $    92,999,837.83 



                                    - 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:         $    92,999,837.83 


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:                                   $     7,575,903.44 
      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:         $       447,520.62 
      7.   Reduction of Class B Invested Amount 
            treated as Available Principal Collections:     $             0.00 
      8.   Applied to Collateral Monthly Interest:          $       472,888.89 
      9.   Applied to unpaid Monthly Servicing Fee:         $     1,666,666.67 
      10.  Collateral Default Amount treated as 
            Available Principal Collections:                $       531,430.73 
      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:                                         $     4,457,395.53 


O.   Yield and Base Rate

      1.   Base Rate

           a.   Current Monthly Period             7.1238%
           b.   Prior Monthly Period               7.7281%
           c.   Second Prior Monthly Period        7.6022%

      2.   Three Month Average Base Rate                               7.4847% 

      3.   Series Adjusted Portfolio Yield

           a.   Current Monthly Period              12.60%
           b.   Prior Monthly Perid                 14.91%
           c.   Second Prior Monthly Period         14.43%

      4.   Three Month Average Series Adjusted Portfolio Yield          13.98%

                                    - 18 -



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