ITEM 1. Business........................................... 5 ITEM 2.
ITEM 2. PROPERTIES
The property of the Trust includes and will include receivables (the ''Receivables'') arising under certain VISA(R) and MasterCard(R)* revolving credit card accounts (the ''Accounts'') selected by the Transferor from a portfolio of VISA and MasterCard accounts owned by the Transferor, all moines due or to become due in payment of the Receivables, all proceeds of the Receivables and all moines on deposit in certain bank accounts of the Trust (other than certain investment earnings on such amounts), and any Enhancement issued with respect to any Series. The term ''Enhancement'' means, with respect to any series, any letter of credit, cash collateral account, cash collateral guaranty, collateral invested amount, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate swap or other contract or agreement for the benefit of certificateholders of such series.
The Transferor originally conveyed to the Trustee all Receivables existing under certain Accounts that were selected by the Transferor from the Bank portfolio based on criteria provided in the Agreement as applied on August 21, 1992 (the ''Cut Off Date''). Since the Cut Off Date, the Transferor has transferred to the Trust the Receivables in certain additional accounts (the "Additional Accounts") in accordance with the provisions of the Agreement. The Transferor expects from time to time (subject to certain limitations and conditions), and in certain circumstances will be obligated, to designate Additional Accounts the Receivables in which will be included in the Trust. The Transferor will transfer to the Trust all Receivables in such Additional Accounts, whether such Receivables are then existing or thereafter created. The addition to the Trust of Receivables in Additional Accounts will be subject to certain conditions including, among others, that (a) the Transferor will have received notice from the applicable rating agencies that the inclusion of such accounts as Additional Accounts will not result in the reduction or withdrawal by such rating agency of its then existing rating of any class of certificates of any series then outstanding, (b) each such Additional Account must be an eligible account at the time of its designation for inclusion in the Trust and (c) no selection procedure believed by the Transferor to be materially adverse to the interests of the holders of any Series of certificates will have been used in selecting such Additional Accounts.
The Receivables in the Trust portfolio, as of the close of business on June 30, 1996, including Additional Accounts added to the Trust on July 2, 1996 and August 6, 1996, consisted of $17,604,704,061 of Principal Receivables and $489,208,942 of Finance Charge Receivables. As of June 30, 1996, Cardholders whose Accounts are included in the Trust portfolio, including Additional Accounts added July 2, 1996 and August 6, 1996, had billing addresses in 50 states, the District of Columbia and other United States territories and possessions.
The following tables summarize the Trust portfolio by various criteria as of the close of business on June 30, 1996, but include Additional Accounts added to the Trust on July 2, 1996 and August 6, 1996. Because the future composition of the Trust portfolio may change over time, these tables are not necessarily indicative of the composition of the Trust portfolio at any subsequent time.
- ---------------- * VISA(R) and MasterCard(R) and are registered trademarks of Visa USA Incorporated and MasterCard International Incorporated, respectively.
COMPOSITION BY ACCOUNT BALANCE TRUST PORTFOLIO
COMPOSITION BY CREDIT LIMIT TRUST PORTFOLIO
COMPOSITION BY PERIOD OF DELINQUENCY TRUST PORTFOLIO
COMPOSITION BY GEOGRAPHIC DISTRIBUTION TRUST PORTFOLIO
Since the largest number of cardholders (based on billing addresses) whose accounts were included in the Trust as of June 30, 1996 were in California, Texas, New York, Florida and Illinois, adverse changes in the economic conditions in these areas could have a direct impact on the timing and amount of payments on the Certificates.
COMPOSITION OF ACCOUNTS BY AGE TRUST PORTFOLIO
The aggregate amount of Receivables written off during the reporting period was $647,492,530 and represented approximately 4.63% of the average Receivables balance outstanding during such period. The investor percentage of Principal Receivables written off (the "Investor Default Amount") during the reporting period was $487,693,035. The annualized Investor Default Amount as a percentage of the average invested amount outstanding as of June 30, 1996 and for the year then ended, was approximately 4.00%.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Bank was named as a defendant in a class action lawsuit filed on May 26, 1995 in the District Court of Willacy County, Texas, by a former cardmember of the Bank. In this action, the plaintiff contends that he and all others similarly situated are entitled to statutory penalties for alleged violations by the Bank of the Texas Debt Collection Act and the Texas Deceptive Trade Practices Act. Similar class action lawsuits have been filed in Texas against other banks and entities. The Bank believes that plaintiff's claim under these statutes is not valid. No class has been approved or certified by any court. The Bank removed the case to the United States District Court for the Southern District of Texas , Brownsville Division. On April 8, 1996, the United States District Court for the Southern District of Texas, Brownsville Division granted First USA Bank's motion for summary judgment and dismissed the plaintiff's claim. The plaintiff has appealed this decision to the Thirteenth District Court of Appeals in Texas. The Bank intends to vigorously defend against any claims arising under such appeal. The Bank
believes that such lawsuit will not have a material adverse effect on the Transferor's business or on the Receivables in the Trust.
The Bank was named a defendant in a class action lawsuit filed on June 28, 1995 in the Court of Common Pleas, Philadelphia County, Philadelphia, Pennsylvania. The Bank subsequently removed the case to the United States District Court, Eastern District of Pennsylvania. The plaintiffs in such lawsuit claim damages based upon late fees which were charged by the Bank in alleged violation of Pennsylvania law. Similar class action lawsuits have been filed against other credit card issuers in other jurisdictions. The United States Supreme Court recently reviewed a California late fee case and determined in that case that the credit card issuer could charge such late fees. The lawsuit against the Bank has been dismissed based upon the outcome of the Supreme Court Case. Accordingly, the Bank paid no damages in connection with such lawsuit.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of June 30, 1996, the number of holders of record identified by the Depository Trust Company for the respective Series is as follows:
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth certain information believed by the Registrant to be accurate based on information provided to it concerning the beneficial ownership of investor certificates. Number of certificates identifies the number of $1,000 minimum denomination certificates beneficially owned by each such investor.
Beneficial owners of more than 5% of the SERIES 1992-1 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1993-1 investor certificates as of June 30, 1996 are as follows:
Beneficial owners of more than 5% of the SERIES 1993-2 investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1993-3 investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1994-3 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1994-4 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
Beneficial owners of more than 5% of the SERIES 1994-5 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1994-6 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1994-7 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1994-8 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1995-1 CLASS A investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1995-2 CLASS A investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1995-3 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1995-4 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1995-5 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1995-6 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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Beneficial owners of more than 5% of the SERIES 1996-1 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
Beneficial owners of more than 5% of the SERIES 1996-2 CLASS A AND CLASS B investor certificates as of June 30, 1996 are as follows:
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ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K
(a) The following documents are filed as part of this Report:
3. Exhibits:
99.00 Report of Management on Credit Card Trust Control Structure Policies and Procedures and Pooling and Servicing Agreement Compliance. 99.01 Annual Accountants' Reports for Series 1992-1 dated July 17, 1996. 99.02 Annual Accountants' Reports for Series 1993-1 dated July 17, 1996. 99.03 Annual Accountants' Reports for Series 1993-2 dated July 17, 1996. 99.04 Annual Accountants' Reports for Series 1993-3 dated July 17, 1996. 99.05 Annual Accountants' Reports for Series 1994-3 dated July 17, 1996. 99.06 Annual Accountants' Reports for Series 1994-4 dated July 17, 1996. 99.07 Annual Accountants' Reports for Series 1994-5 dated July 17, 1996. 99.08 Annual Accountants' Reports for Series 1994-6 dated July 17, 1996. 99.09 Annual Accountants' Reports for Series 1994-7 dated July 17, 1996. 99.10 Annual Accountants' Reports for Series 1994-8 dated July 17, 1996. 99.11 Annual Accountants' Reports for Series 1995-1 dated July 17, 1996. 99.12 Annual Accountants' Reports for Series 1995-2 dated July 17, 1996. 99.13 Annual Accountants' Reports for Series 1995-3 dated July 17, 1996. 99.14 Annual Accountants' Reports for Series 1995-4 dated July 17, 1996. 99.15 Annual Accountants' Reports for Series 1995-5 dated July 17, 1996. 99.16 Annual Accountants' Reports for Series 1995-6 dated July 17, 1996. 99.17 Annual Accountants' Reports for Series 1996-1 dated July 17, 1996. 99.18 Annual Accountants' Reports for Series 1996-2 dated July 17, 1996. 99.19 Annual Accountants' Report on Applying Agreed-Upon Procedures pursuant to Section 3.06(b) of the First USA Credit Card Master Trust Pooling and Servicing Agreement.
(b) Not applicable
(c) See item 14(a)3 above
(d) Not applicable
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST USA BANK, As Servicer
By: /s/ Randy Christofferson ------------------------ Randy Christofferson President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on September 30, 1996.
Signature Title --------- -----
/s/ Richard W. Vague Chairman of Board and Chief Executive Officer ------------------------ (Principal Executive Officer) Richard W. Vague
/s/ Randy Christofferson President and Director ------------------------ Randy Christofferson
/s/ George P. Hubley Executive Vice President, Chief Financial ------------------------ Officer and Director George P. Hubley
/s/ John C. Tolleson Director ------------------------ John C. Tolleson
/s/ Jack M. Antonini Director ------------------------ Jack M. Antonini
/s/ Pamela H. Patsley Director ------------------------ Pamela H. Patsley