UNITED STATES
SECURITIES AND EXCHANGE COMMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15d of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2003
First Consumers National Bank
First Consumers Master Trust
(Exact name of co-registrants as specified in their charter)
Illinois 333-48860 and 93-0982044
333-48860-01
(State of incorporation (Commission file (I.R.S. Employer
of First Consumers numbers) Indentification No.
Master Trust) of First Consumers
National Bank)
9300 S.W. Gemini Drive,
Beaverton, OR 97008
(Address of principal executive offices
of First Consumers National Bank) (Zip Code)
(800) 876-3262
(First Consumers National Bank telephone number, including area code)
No Change
(Former name or Former address, if changed since last report)
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Item 5. Other events
On January 15, 2003, First Consumers Credit Card Master Note Trust made
available the Monthly Noteholders' Statement for the monthly period beginning
December 1, 2002 and ending December 31, 2002, which is attached as
Exhibit 20.1 hereto.
On May 15, 2002, FCNB entered into an agreement with the Office of the
Comptroller of the Currency ("OCC"), the primary federal regulator of FCNB.
The agreement calls for FCNB to comply with certain requirements. The
agreement among other things: (i) contains restrictions on transactions
between FCNB and its affiliates and requires FCNB to complete a review
of all existing agreements with affiliated companies, and to make necessary
and appropriate changes; (ii) requires FCNB to obtain an aggregate of
$198,000 in guarantees, which guarantees have been provided through
the majority shareholder of Spiegel, Inc. ("Spiegel", for which FCNB is a
wholly-owned subsidiary of); (iii) restricts FCNB's ability to accept, renew or
rollover deposits; (iv) places restriction on FCNB's ability to issue new
credit cards and make credit line increases; (v) requires FCNB within
30 days of the agreement to file with the OCC a disposition plan to either
sell, merge or liquidate FCNB; (vi) requires FCNB to maintain sufficient
assets to meet daily liquidity requirements; (vii) requires FCNB to complete
a comprehensive risk management assessment; (viii) establishes minimum capital
levels for FCNB; (ix) provides for increased oversight by and reporting to the
OCC; and (x) provides for the maintenance of certain asset growth restrictions.
In October 2002, Spiegel and FCNB submitted a revised disposition plan to the
OCC. The disposition plan provides for the sale or liquidation of FCNB's
bankcard portfolio by April 30, 2003. To the extent that Spiegel is unable
to sell FCNB's bankcard portfolio, the portfolio will be liquidated as part
of the liquidation of FCNB in its entirety. On November 27, 2002, the
OCC approved the disposition plan.
In May 2002, the applicable credit rating agencies downgraded their ratings
of the Series 2001-A Class A and Class B Notes issued by the Issuer. The
credit ratings of the Class A Notes were downgraded by Standard & Poor's
from AAA to AA, by Moody's from Aaa to Aa1, and by Fitch from AAA to AA-.
The credit ratings of the Class B Notes were downgraded by Standard & Poor's
from A to BBB+, by Moody's from A2 to Baa2, and by Fitch from A to BBB+.
Furthermore, on August 16, 2002, Moody's further downgraded the credit
rating of the Class A Notes from Aa1 to Aa2 and the credit rating of the
Class B Notes from Baa2 to Baa3.
In addition, FCNB, as Servicer, has forecasted that, in the next several
months, the Issuer will not meet certain minimum performance requirements
related to the Issuer's securitization transactions.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 20.1 Monthly Noteholders' Statement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
FIRST CONSUMERS NATIONAL BANK
(Co-Registrant)
Dated: February 7, 2003 By: /s/ James E. Huston
------------------------
Name: James E. Huston
Title: President and Chief Executive
Officer
FIRST CONSUMERS MASTER TRUST
(Co-Registrant)
By: First Consumers National Bank,
as originator of First Consumers
Master Trust
Dated: February 7, 2003 By: /s/ John R. Steele
-------------------------
Name: John R. Steele
Title: Treasurer
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EXHIBIT INDEX
Exhibit No.
20.1 Monthly Noteholder Statement
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