ITEM 1. Business....................................................... 5 ITEM 2.
ITEM 2. PROPERTIES
The property of the First USA Credit Card Master Trust (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 First USA Bank (the "Transferor"), all monies due or to become due in payment of the Receivables, all proceeds of the Receivables and all monies on deposit in certain bank accounts of the Trust (other than certain investment earnings on such amounts), all amounts received by the Transferor or the Servicer with respect to Receivables in accounts which are written off as uncollectible ("Recoveries) and any Enhancement issued with respect to any undivided ownership interest in the assets of the Trust issued from time to time in one or more Series ("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 Trust all Receivables existing under certain Accounts that were selected by the Transferor from the portfolio of VISA and MasterCard accounts owned by the Transferor (the "Bank Portfolio"), based on criteria provided in the Pooling and Servicing 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 in accordance with the provisions of the Pooling and Servicing 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 conveyed to the Trust arise in Accounts selected from the Bank Portfolio on the basis of criteria set forth in the Pooling and Servicing Agreement (The "Trust Portfolio"). The Receivables in the Trust Portfolio, as of the close of business on December 31, 1997, (including the Additional Accounts added to the Trust on January 12, 1998 and February 5, 1998), consisted of $27,400,736,937 of Principal Receivables and $431,529,121 of Finance Charge Receivables. As of December 31, 1997, Cardholders whose Accounts are included in the Trust Portfolio, including Additional Accounts, had billing addresses in 50 states, the District of Columbia and other United States territories and possessions.
- ------------------------ * VISA/(R)/ AND MASTERCARD/(R)/ AND ARE REGISTERED TRADEMARKS OF VISA USA INCORPORATED AND MASTERCARD INTERNATIONAL INCORPORATED, RESPECTIVELY.
The following tables summarize the Trust Portfolio by various criteria as of the close of business on December 31, 1997 (including the Additional Accounts added to the Trust on January 12, 1998 and February 5, 1998). 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.
COMPOSITION BY ACCOUNT BALANCE TRUST PORTFOLIO
COMPOSITION BY CREDIT LIMIT TRUST PORTFOLIO
COMPOSITION BY PERIOD OF DELINQUENCY TRUST PORTFOLIO
- -------------------------- (1) A change in the Bank's charge-off policy, which was implemented over a six- month period beginning in July 1997, resulted in a decrease in the number of accounts and amount of receivables delinquent 95 or more days but also resulted in an increase in Default Amounts during such period.
COMPOSITION OF ACCOUNTS BY AGE 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 December 31, 1997, 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.
The aggregate amount of Receivables written off during the six-month reporting period was $687,135,035 and represented approximately 2.93% 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 $623,470,882. The Investor Default Amount as a percentage of the average invested amount outstanding during the reporting period was approximately 2.91%.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Bank was named a defendant in a class action lawsuit filed on December 19, 1995 in the United States District Court for the Northern District of California by a former cardmember of the Bank. In this action, the plaintiff contends that she and all other similarly situated are entitled to equitable relief and compensatory and statutory damages for alleged violations by the Bank of the Federal Truth-in-Lending Act, the California unfair business practices statutes, breach of contract, negligent misrepresentation and fraud and deceit. The Bank believes that the plaintiff's claims are not valid and has answered the plaintiff's complaint, denying all liability. A settlement with the plaintiff class has been reached and was approved by the U.S. District Court at a hearing on November 13, 1997. The Bank believes that any liability arising from this matter will not have a material adverse effect on the Transferor's business or on the Receivables in the Trust.
The Bank also was named a defendant in a class action lawsuit filed on or about September 8, 1997 in the Circuit Court of Multnomah County, Oregon by a cardmember of the Bank. In this action, the plaintiff contends that she and others similarly situated are entitled to equitable relief for alleged violations of the Delaware Consumer Fraud Act, breach of contract, breach of the covenant of good faith and fraud. Subsequently, on September 15, October 21 and November 24, 1997 in the United States District Court for the Western District of Washington, the Superior Court of the State of Delaware, New Castle County and the 14th District Court of Dallas County, Texas, respectively, the Bank was named a defendant in similar class action lawsuits. The Bank believes that these claims are without merit and intends to vigorously defend against all claims. While it is impossible to predict the outcome of these matters, the Bank believes that any liability arising from these matters will not have a material adverse effect on the Transferor's business or on the Receivables in the Trust.
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 December 31, 1997, the number of holders of record identified by the Depository Trust Company for the respective Series is as follows:
INVESTOR CERTIFICATE DESCRIPTION RECORD HOLDERS - ----------------------------------------------------------------------- Series 1993-1 14
Series 1993-3 13
Series 1994-4 Class A 26 Series 1994-4 Class B 3
Series 1994-6 Class A 25 Series 1994-6 Class B 4
Series 1994-7 Class A 16 Series 1994-7 Class B 5
Series 1994-8 Class A 13 Series 1994-8 Class B 3
Series 1995-1 Class A 19
Series 1995-2 Class A 23
Series 1995-3 Class A 1 Series 1995-3 Class B 1
Series 1995-4 Class A 13 Series 1995-4 Class B 2
Series 1995-5 Class A 18 Series 1995-5 Class B 2
Series 1995-6 Class A 2 Series 1995-6 Class B 5
Series 1996-1 Class A 9 Series 1996-1 Class B 11
Series 1996-2 Class A 30 Series 1996-2 Class B 3
Series 1996-4 Class A 14 Series 1996-4 Class B 5
Series 1996-6 Class A 15 Series 1996-6 Class B 7
Series 1996-8 Class A 11 Series 1996-8 Class B 4
Series 1997-1 Class A 19 Series 1997-1 Class B 5
INVESTOR CERTIFICATE DESCRIPTION RECORD HOLDERS - -----------------------------------------------------------------------
Series 1997-2 Class A 10 Series 1997-2 Class B 6
Series 1997-3 Class A 8 Series 1997-3 Class B 1
Series 1997-4 Class A 10 Series 1997-4 Class B 3
Series 1997-5 Class A 16 Series 1997-5 Class B 2
Series 1997-6 Class A 64 Series 1997-6 Class B 41
Series 1997-7 Class A 3 Series 1997-7 Class B 3
Series 1997-8 Class A 8 Series 1997-8 Class B 2
Series 1997-9 Class A 4 Series 1997-9 Class B 1
Series 1997-10 Class A 16 Series 1997-10 Class B 2
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 1993-1 investor certificates as of December 31, 1997, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Chase Manhattan Bank 177,970 35.59% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Prudential Securities Custody 40,000 8.00% 111 8th Avenue, 4th Floor New York, NY 10011
Bank of New York (The) 66,650 13.33% 925 Patterson Plank Rd. Secaucus, NJ 07094
SSB Custodian 73,750 14.75% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Chase Manhattan Bank/Chemical 45,000 9.00% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company 32,130 6.43% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1993-3 investor certificates as of December 31, 1997, are as follows:
Bank of New York (The) 266,740 35.57% 925 Patterson Plank Road Secaucus, NJ 07094
Chase Manhattan Bank 218,555 29.14% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Chase Manhattan Bank/Chemical 41,000 5.47% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
SSB-Custodian 119,590 15.95% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1994-4 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank/Chemical 54,800 7.54% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Boston Safe Deposit and Trust Company 119,735 16.48% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Bankers Trust Company 42,590 5.86% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank 139,670 19.23% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
SSB - Custodian 119,500 16.45% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
CLASS B - -------
Citibank, N.A. 21,600 38.20% P.O. Box 30576 Tampa, FL 33630-3576
Boston Safe Deposit and Trust Company 25,000 44.21% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Bankers Trust / Investment Account 9,950 17.59% 16 Wall Street, 5th Floor New York, NY 10005
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1994-6 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank/Chemical 73,000 9.73% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Chase Manhattan Bank 157,400 20.99% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bank of New York (The) 89,600 11.95% 925 Patterson Plank Road Secaucus, NJ 07094
SSB-Custodian 51,600 6.88% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Citibank, N.A. 63,000 8.40% P.O. Box 30576 Tampa, FL 33630-3576
Boston Safe Deposit and Trust Company 90,800 12.11% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Northern Trust Company 71,800 9.57% 801 S. Canal C-IN Chicago, IL 60607
CLASS B - -------
Boston Safe Deposit and Trust Company 6,480 11.10% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Citibank, N.A. 31,600 54.13% P.O. Box 30576 Tampa, FL 33630-3576
PNC Bank, National Association 18,300 31.35% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1994-7 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 318,000 42.40% 925 Patterson Plank Rd. Secaucus, NJ 07094
SSB-Custodian 206,350 27.51% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Bankers Trust Company 56,500 7.53% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Citibank, N.A. 37,750 5.03% P.O. Box 30576 Tampa, FL 33630-3576
Chase Manhattan Bank/Chemical 42,150 5.62% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
CLASS B - -------
Fuji Bank and Trust Company (The) 25,000 42.57% 2 World Trade Center 81st Floor New York, NY 10048
Chase Manhattan Bank/Chemical 5,000 8.51% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company 18,735 31.90% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Harris Trust & Savings Bank 5,000 8.51% Proxy Operations 111 West Monroe St., 1130 Chicago, IL 60603
PNC Bank, National Association 5,000 8.51% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1994-8 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank 168,200 33.64% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 52,000 10.40% P.O. Box 30576 Tampa, FL 33630-3576
Fuji Bank and Trust Company (The) 35,000 7.00% 2 World Trade Center 81st Floor New York, NY 10048
Bank of New York (The) 56,500 11.30% 925 Patterson Plank Rd. Secaucus, NJ 07094
Chase Manhattan Bank/Chemical 50,000 10.00% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Northern Trust Company 25,000 5.00% 801 S. Canal C-IN Chicago, IL 60607
Goldman Sachs & Co. 43,175 8.64% One New York Plaza, 45th Floor New York, NY 10004
Bank of New York (The) /Barclays 33,750 6.75% De Zoete Wedd Securities One Wall Street, 4th Floor New York, NY 10286
CLASS B - -------
PNC Bank, National Association 18,000 45.97% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
Boston Safe Deposit and Trust Company 14,157 36.15% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Citibank, N.A. 7,000 17.88% P.O. Box 30576 Tampa, FL 33630-3576
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1995-1 CLASS A investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank 372,825 37.28% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
SSB-Custodian 181,995 18.20% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Bank of New York (The) 52,500 5.25% 925 Patterson Plank Rd. Secaucus, NJ 07094
Northern Trust Company 95,000 9.50% 801 S. Canal C-IN Chicago, IL 60607
Chase Manhattan Bank/Chemical 73,500 7.35% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Prudential Securities Custody 100,000 10.00% 111 8th Avenue, 4th Floor New York, NY 10011
- --------------------------------
Beneficial owners of more than 5% of the SERIES 1995-2 CLASS A investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank/Chemical 35,080 5.32% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Chase Manhattan Bank 123,030 18.64% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Harris Trust & Savings Bank 50,000 7.58% Proxy Operations 111 West Monroe Street, 1130 Chicago, IL 60603
Boston Safe Deposit and Trust Company 64,000 9.70% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Dai-Ichi Kangyo Bank (The) 40,000 6.06% Ltd., New York Branch 1 World Trade Center, Suite 4911 New York, NY 10048
Fuji Bank and Trust Company (The) 40,000 6.06% 2 World Trade Center, 81st Floor New York, NY 10048
Bank of New York (The) 75,930 11.50% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company 86,000 13.03% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1995-3 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 830,000 100.00% 925 Patterson Plank Road Secaucus, NJ 07094
CLASS B - -------
Chase Manhattan Bank 65,000 100.00% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
- -------------------------------
Beneficial owners of more than 5% of the SERIES 1995-4 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank, Trust 100,000 13.33% 4 New York Plaza Proxy Department, 13th Floor New York, NY 10004
Chase Manhattan Bank 79,500 10.60% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bank of New York (The) 176,000 23.47% 925 Patterson Plank Rd. Secaucus, NJ 07094
Northern Trust Company 102,000 13.60% 801 S. Canal C-IN. Chicago, IL 60607
SSB-Custodian 163,000 21.73% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Bankers Trust Company 40,000 5.33% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Citibank N.A. 51,000 6.80% P.O. Box 30576 Tampa, FL 33630-3576
CLASS B - -------
Chase Manhattan Bank 44,770 66.06% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust /Investment Account 23,000 33.94% 16 Wall Street, 5th Floor New York, NY 10005
- ---------------------------------
Beneficial owners of more than 5% of the SERIES 1995-5 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
SSB-Custodian 45,086 9.02% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Chase Manhattan Bank 53,580 10.72% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bank of New York (The) 170,500 34.10% 925 Patterson Plank Rd. Secaucus, NJ 07094
Chase Manhattan Bank/Chemical 47,875 9.58% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company 71,275 14.26% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Citibank N.A. 50,500 10.10% P.O. Box 30576 Tampa, FL 33630-3576-3576
CLASS B - -------
NDB Bank Municipal Bond Department 35,000 77.47% Attention: Securities Department 611 Woodward Avenue Detroit, MI 48226
Chase Manhattan Bank 10,180 22.53% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
- -----------------------------------
Beneficial owners of more than 5% of the SERIES 1995-6 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 538,000 43.21% 925 Patterson Plank Rd. Secaucus, NJ 07094
Chase Manhattan Bank 707,000 56.79% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
CLASS B - -------
Swiss American Securities Inc. 33,000 29.33% 100 Wall Street New York, NY 10005
Chase Manhattan Bank 46,000 40.89% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
NDB Bank Municipal Bond Department 25,000 22.22% Attention: Securities Department 611 Woodward Avenue Detroit, MI 48226
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1996-1 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 233,715 31.16% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company 114,775 15.30% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank 204,000 27.20% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 50,000 6.67% P.O. Box 30576 Tampa, FL 33630-3576
SSB-Custodian 107,510 14.33% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
CLASS B - -------
Chase Manhattan Bank 3,720 5.49% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company/Corporate Clearance 25,000 36.89% Corporate Clearance A/C #16 130 Liberty Street New York, NY 10006
Chase Manhattan Bank/Chemical 20,000 29.51% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Harris Trust & Savings Bank 5,000 7.38% Proxy Operations 111 West Monroe Street, 1130 Chicago, IL 60603
PNC Bank, National Association 5,000 7.38% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1996-2 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank/Chemical 87,195 14.53% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Chase Manhattan Bank, Trust 300,000 50.00% 4 New York Plaza Proxy Department, 13th Floor New York, NY 10004
BNY/ITC-Dealers Clearance Special 40,000 6.67% c/o N.A. Schapiro & Co. In. One Chase Manhattan Plaza, 58th Floor New York, NY 10005
CLASS B - -------
Citibank, N.A. 5,000 9.21% P.O. Box 30576 Tampa, FL 33630-3576
Brown Brothers Harriman & Co. 20,000 36.83% 63 Wall Street, 8th Floor New York, NY 10005
Boston Safe Deposit and Trust Company 29,300 53.96% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1996-4 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 115,590 23.12% 925 Patterson Plank Rd. Secaucus, NJ 07094
Chase Manhattan Bank/Chemical 27,500 5.50% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 40,000 8.00% P.O. Box 30576 Tampa, FL 33630-3576
Dai-Ichi Kangyo Bank (The), 50,000 10.00% Ltd., New York Branch One World Trade Center, Suite 4911 New York, NY 10048
French American Banking Corporation 49,000 9.80% 200 Liberty, 20th Floor New York, NY 10281
Deutsche Morgan Grenfell Inc. 46,700 9.34% 1251 6th Avenue, 26th Floor New York, NY 10020
Harris Trust & Savings Bank 69,300 13.86% Proxy Operations 111 West Monroe Street, 1130 Chicago, IL 60603
CLASS B - -------
Boston Safe Deposit and Trust Company 16,050 35.52% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
PNC Bank, National Association 13,250 29.33% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
LBI-Lehman Government Securities Inc. (LBI) 2,500 5.53% 200 Vesey Street New York, NY 10285
Bankers Trust Company/Corporate Clearance 11,180 24.75% Corporate Clearance A/C #16 130 Liberty Street New York, NY 10006
- ------------------------------
Beneficial owners of more than 5% of the SERIES 1996-6 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 75,500 8.75% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company 58,400 6.77% c/o BT Services Tennessee Inc. 648 Grassmere Park Road Nashville, TN 37211
Chase Manhattan Bank 63,000 7.30% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Texas Commerce Bank National 340,650 39.49% Association P.O. Box 2558 Houston, TX 77252-2558
Chase Manhattan Bank/Chemical 106,500 12.35% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
PNC Bank, National Association 130,000 15.07% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
CLASS B - -------
Chase Manhattan Bank/Chemical 15,000 19.23% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citicorp Securities, Inc. 20,000 25.64% One Court Square, 45th Floor L.I.C., NY 11120
NDB Bank Municipal Bond Department 5,000 6.41% Attention: Securities Department 611 Woodward Avenue Detroit, MI 48226
Nomura International Trust Company 12,800 16.41% 10 Exchange Place, Suite 1606 Jersey City, NJ 07302
Swiss American Securities Inc. 23,000 29.49% 100 Wall Street, Suite 1606 New York, NY 10005
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1996-8 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) /Barclays 109,500 27.38% De Zoete Wedd Securities One Wall Street, 4th Floor New York, NY 10286
Chase Manhattan Bank 211,500 52.88% 4 New York Plaza Proxy Dept., 13th Floor New York, NY 10004
Dresdner Securities (USA) Inc. 23,000 5.75% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717
CLASS B - -------
Bank of New York (The) 20,400 56.35% 925 Patterson Plank Road Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 4,800 13.26% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Brown Brothers Harriman & Co. 6,000 16.58% 63 Wall Street, 8th Floor New York, NY 10005
Citibank, N.A. 5,000 13.81% P.O. Box 30576 Tampa, FL 33630-3576
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1997-1 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bankers Trust Company 50,000 6.67% c/o BT Services Tennessee Inc. 648 Grassmere Park Road Nashville, TN 37211
PNC Bank, National Association 252,300 33.64% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
Chase Manhattan Bank 122,500 16.33% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 147,500 19.67% P.O. Box 30576 Tampa, FL 33630-3576
CLASS B - -------
Chase Manhattan Bank 20,000 29.51% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Chase Manhattan Bank/Chemical 5,000 7.38% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company 27,490 40.56% c/o BT Services Tennessee Inc. 648 Grassmere Park Road Nashville, TN 37211
Nomura International Trust Company 14,530 21.44% 10 Exchange Place, Suite 1606 Jersey City, NJ 07302
- ---------------------------------
Beneficial owners of more than 5% of the SERIES 1997-2 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank 97,000 19.40% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bank of New York (The) 80,000 16.00% 925 Patterson Plank Rd. Secaucus, NJ 07094
PNC Bank, National Association 57,000 11.40% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
Marine/Treasury Investments 40,000 8.00% 140 Broadway, Level A New York, NY 10015
Citibank, N.A. 117,000 23.40% P.O. Box 30576 Tampa, FL 33630-3576
SSB-Custodian 61,000 12.20% Global Proxy Unit A5NW P.O. Box 1631 Boston, MA 02105-1631
CLASS B - -------
Bankers Trust Company 28,630 63.37% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Nomura International Trust Company 4,000 8.85% 10 Exchange Place, Suite 1606 Jersey City, NJ 07302
Bankers Trust Company/Corporate Clearance 10,000 22.13% Corporate Clearance A/C #16 130 Liberty Street New York, NY 10006
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1997-3 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Northern Trust Company 105,000 21.00% 801 S. Canal C-IN Chicago, IL 60607
Chase Manhattan Bank/Chemical 53,500 10.70% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 49,000 9.80% P.O. Box 30576 Tampa, FL 33630-3576
Bear, Stearns Securities Corp. 41,000 8.20% One Metrotech Center North 4th Floor Brooklyn, NY 11201-3862
SSB - Custodian 230,836 46.17% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
CLASS B - -------
Chase Manhattan Bank/Chemical 45,180 100.00% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
- -----------------------------
Beneficial owners of more than 5% of the SERIES 1997-4 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank 30,000 6.00% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Chase Manhattan Bank/Chemical 100,000 20.00% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Deutsche Morgan Grenfell Inc. 52,000 10.40% 1251 6th Avenue, 26th Floor New York, NY 10020
PNC Bank, National Association 133,500 26.70% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
Texas Commerce Bank National Association 142,500 28.50% P.O. Box 2558 Houston, TX 77252-2558
CLASS B - -------
Bankers Trust Company 20,000 44.27% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank 20,180 44.66% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 5,000 11.07% P.O. Box 30576 Tampa, FL 33630-3576
Beneficial owners of more than 5% of the SERIES 1997-5 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank 57,000 8.77% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bank of New York (The) 120,495 18.54% 925 Patterson Plank Rd. Secaucus, NJ 07094
SSB - Custodian 71,650 11.02% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Chase Manhattan Bank/Chemical 44,000 6.77% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 92,000 14.15% P.O. Box 30576 Tampa, FL 33630-3576
LBI - Lehman Government Securities 54,530 8.39% Inc. (LBI) 200 Vesey Street New York, NY 10285
Texas Commerce Bank National 99,225 15.27% Association P.O. Box 2558 Houston, TX 77252
CLASS B - -------
Chase Manhattan Bank/Chemical 36,000 61.29% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Boston Safe Deposit and Trust Company 22,735 38.71% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1997-6 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank 251,865 19.37% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bank of New York (The) 204,235 15.71% 925 Patterson Plank Rd. Secaucus, NJ 07094
SSB - Custodian 203,885 15.68% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Bankers Trust Company 135,700 10.44% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Boston Safe Deposit and Trust Company 145,370 11.18% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
CLASS B - -------
Chase Manhattan Bank 10,775 9.17% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bank of New York (The) 53,806 45.80% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company 5,909 5.03% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
JP Morgan Securities Inc.-Asset Backed 7,148 6.08% 60 Wall Street, 6th Floor New York, NY 10260-0060
- ------------------------------------
Beneficial owners of more than 5% of the SERIES 1997-7 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 350,000 70.00% 925 Patterson Plank Rd. Secaucus, NJ 07094
Merrill Lynch, Pierce, Fenner & Smith, 147,000 29.40% Incorporated 4 Corporate Place Corporate Park 287 Piscataway, NJ 08855
CLASS B - -------
Chase Manhattan Bank 9,000 19.92% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company/Corporate Clearance 35,930 79.53% Corporate Clearance A/C #16 130 Liberty Street New York, NY 10006
- ----------------------------------
Beneficial owners of more than 5% of the SERIES 1997-8 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Chase Manhattan Bank 60,000 7.69% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Deutsche Morgan Grenfell Inc. 77,800 9.97% 1251 6th Avenue, 26th Floor New York, NY 10020
Chase Manhattan Bank, Trust 370,500 47.50% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Texas Commerce Bank 206,200 26.44% National Association P.O. Box 2558 Houston, TX 77252-2558
CLASS B - ----------
SSB-Custodian 20,000 28.38% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Bankers Trust Company 50,482 71.62% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Beneficial owners of more than 5% of the SERIES 1997-9 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
Bank of New York (The) 345,155 69.03% 925 Patterson Plank Rd. Secaucus, NJ 07094
Chase Manhattan Bank/Chemical 34,000 6.80% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company 70,000 14.00% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Bear, Stearns Securities Corp. 50,845 10.17% One Metrotech Center North 4th Floor Brooklyn, NY 11201-3862
CLASS B - -------
Bankers Trust Company 45,180 100.00% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
- --------------------------------
Beneficial owners of more than 5% of the SERIES 1997-10 CLASS A AND CLASS B investor certificates as of December 31, 1997, are as follows:
CLASS A - -------
SSB-Custodian 217,175 31.03% Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
Chase Manhattan Bank/Chemical 60,000 8.57% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Citibank, N.A. 50,000 7.14% P.O. Box 30576 Tampa, FL 33630-3576
Bankers Trust Company 165,205 23.60% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Northern Trust Company 76,500 10.93% 801 S. Canal C-IN Chicago, IL 60607
JP Morgan Securities Inc.- Asset Backed 64,000 9.14% 60 Wall Street 6th Floor New York, NY 10260-0060
CLASS B - -------
Chase Manhattan Bank 10,000 15.81% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Swiss American Securities Inc. 53,253 84.19% 100 Wall Street New York, NY 10005
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 Independent Accountants' Report of Coopers & Lybrand L.L.P. on Management's Assertions. The Annual Independent Accountants' Servicing Reports relate to compliance with the requirements of Section 3.06 of the Pooling and Servicing Agreement (the "Agreement") dated as of September 1, 1992 between First USA Bank (the "Bank"), as transferor and servicer, and The Bank of New York (Delaware), as trustee (the Trustee). The report required by Section 3.06(b), known generally as the Agreed Upon Procedures Report, is not being filed with this report because of a change in AICPA's Professional Standards (SAS#75) which governs the preparation and distribution of such report. In general, SAS#75 limits the usage of this report unless the users take responsibility for the specific procedures to be performed. However, a report, required by section 3.06(a), issued by a firm of independent certified public accountants to the effect that (i) such accountants' have examined the assertions made by the Bank's management that, as of December 31, 1997, the Bank maintained effective internal controls over the service of the receivables and (ii) such assertion is fairly stated in all material respects is being filed as part of this report .
(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 March 23, 1998.
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/ Gary J. Marino Executive Vice President and Director ------------------------- Gary J. Marino
/s/ Roger Deacon Senior Vice President and Director ------------------------- Roger Deacon