ITEM 1. Business --------
Not applicable.
ITEM 2.
ITEM 2. Properties ----------
The information set forth in the Current Reports on Form 8-K dated January 10, 1997, February 12, 1997, March 12, 1997, April 10, 1997, May 13, 1997, June 11, 1997, July 10, 1997, August 12, 1997, September 10, 1997, October 10, 1997, November 12, 1997, and December 10, 1997, as filed by the Registrant with respect to First Chicago Master Trust II, is incorporated herein by reference. (Certain terms used but not defined in this Form 10-K Annual Report have the meanings assigned, respectively, in the Pooling and Servicing Agreement dated as of June 1, 1990, as amended and supplemented, filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26 and 4.27 to the Registrant's Form S-3 Registration Statement No. 333-02361.)
First Chicago Master Trust II ( "Master Trust II")
For the February 17, 1998, interest payment date, 1.80% of the Accounts in the Master Trust II were 30 days or more delinquent, which represented 5.59% of the receivables in the Master Trust II. As of the February 17, 1998, interest payment date, the amount of receivables in the Master Trust II written off as uncollectible in each of the prior two Due Periods equalled 9.20% and 8.57%, respectively, on an annualized basis of the balance of receivables in the Master Trust for such Due Periods.
ITEM 3.
ITEM 3. Legal Proceedings -----------------
There are no material pending legal proceedings with respect to Master Trust II, involving Master Trust II, the Trustee or the Registrant, other than ordinary or routine litigation incidental to the Trustee's or the Registrant's duties under the applicable Pooling and Servicing Agreement.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
Not applicable.
PART II
ITEM 5.
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder ----------------------------------------------------------------- Matters -------
Master Trust II
(i) There is no established public trading market for the Certificates.
(ii) Since each of the Certificates was issued in book entry form only, there is only one holder of record of each Series of Certificates.
(iii) Not applicable.
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 -------------------------------------------
See (i) the Annual Servicer's Certificate respecting compliance for the Master Trust II filed as Exhibit 1 under Item 14(a) hereof, (ii) the Annual Independent Public Accountant's Reports concerning the Servicer's servicing activities and applying certain agreed-upon procedures for Master Trust II filed as Exhibit 2 under Item 14(a) hereof, and (iii) the Supplementary Master Trust II Data relating to the performance of Master Trust II filed as Exhibit 3 under Item 14(a) hereof.
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 --------------------------------------------------------------
(a) Each holder of record* at December 31, 1997, of more than five percent (5%) of each Series of Certificates is indicated below:
Master Trust II
(A) 6.25% Asset Backed Certificates Series 1992-E
- -------------------- * With respect to each Series of Certificates, The Depository Trust Company ("DTC"), through its nominee Cede & Co., P.O. Box 20, Bowling Green Station, New York, New York 10274, is the sole holder of record of more than five percent (5%) of the Certificates. The information set forth in response to Item 12(a) represents those persons for whom DTC holds the Certificates, based on information supplied by DTC to the Registrants.
(B) Floating Rate Asset Backed Certificates Series 1993-F
(C) Floating Rate Credit Card Certificates Series 1993-H
(D) Floating Rate Asset Backed Certificates Series 1994-J
(E) Floating Rate Credit Card Certificates Series 1994-K
(F) 7.15% Credit Card Certificates Series 1994-L
(G) Floating Rate Credit Card Certificates Series 1995-M
(H) Floating Rate Credit Card Certificates Series 1995-N
(I) Floating Rate Credit Card Certificates Series 1995-O
(J) Floating Rate Credit Card Certificates Series 1995-P
(K) Floating Rate Asset Backed Certificates Series 1996-Q
(L) Floating Rate Asset Backed Certificates Series 1996-R
(M) Floating Rate Asset Backed Certificates Series 1996-S
(N) Floating Rate Asset Backed Certificates Series 1997-T.
(O) Floating Rate Asset Backed Certificates Series 1997-U.
(b) Not Applicable.
(c) Not Applicable.
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 8-K ----------------------------------------------------------------
(a) 1. Annual Servicer's Certificate respecting compliance for Master Trust II dated March 23,1998
2. Annual Independent Public Accountant's Reports dated March 13, 1998 concerning the Servicer's servicing activities and applying certain agreed-upon procedures for Master Trust II for the period ended December 31, 1997.
3. Supplementary Master Trust II Data relating to the performance of Master Trust II.
(b) See Item 2.
(c) Not applicable.
(d) Not applicable. No annual report or proxy material has been sent to security holders.
SIGNATURES - ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 24th day of March, 1998.
FCC NATIONAL BANK (Registrant)
By: /s/ W. G. Jurgensen _______________________________________ W. G. Jurgensen Chairman of the Board
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 registrants and in the capacities and on the date indicated.
INDEX TO EXHIBITS