10-K 1 d10k.txt FORM 10-K (F.Y.E. 12/31/2001) ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2001 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-25636 ----------------------- FIRST USA BANK, NATIONAL ASSOCIATION (Exact name of Registrant as specified in its Charter) (As Servicer on behalf of Banc One Credit Card Master Trust) Laws of the United States 51-0269396 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 201 North Walnut Street 19801 Wilmington, Delaware (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (302) 594-4000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Floating Rate Class A Asset Backed Certificates, Series 1996-A Floating Rate Class B Asset Backed Certificates, Series 1996-A Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not Applicable. State the aggregate market value of the voting stock held by non-affiliates of the Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. Not Applicable. Indicate the number shares outstanding of each of the Registrant's class of common stock, as of the latest practicable date. Not Applicable. DOCUMENTS INCORPORATED BY REFERENCE: NONE ================================================================================ Introductory Note ----------------- This Annual Report on Form 10-K is filed in accordance with a letter, dated May 26, 1995 issued by the Office of Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission stating that the Division will not object if the Registrant files reports pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in the manner described in a letter dated May 24, 1995 to the Office of Chief Counsel on behalf of the Registrant. Accordingly, certain items have been omitted from or modified in this Annual Report on Form 10-K. First USA Bank, National Association (the "Bank"), a direct wholly owned subsidiary of BANK ONE CORPORATION ("BANK ONE"), is the Seller and the Servicer under the Pooling and Servicing Agreement (the "Agreement") dated as of November 1, 1994 between the Bank, as Seller and Servicer, and Bankers Trust Company, as Trustee (the "Trustee"), relating to the Banc One Credit Card Master Trust (the "Trust") and the supplements for all Series of Investor Certificates issued thereunder. In addition to the Certificates listed on page 1, the Banc One Credit Card Master Trust has issued the following interests in the Trust: . Asset Backed Certificates, Series 1997-1, issued pursuant to the Agreement and the Series 1997-1 Supplement dated as of September 23, 1997. . Asset Backed Certificates, Series 1997-2, issued pursuant to the Agreement and the Series 1997-2 Supplement dated as of December 17, 1997. PART I ITEM 1. BUSINESS Not applicable. ITEM 2. PROPERTIES The property of the Trust consists solely of credit card receivables. Information about such property is contained in the Annual Servicer's Certificate filed as Exhibit 99.1 hereto. Information relating to the performance of the Trust for the year ended December 31, 2001 is contained in the Annual Statement prepared by the Servicer and filed as Exhibit 99.3 hereto. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee or the Registrant. The Bank is a defendant in various lawsuits, including lawsuits seeking class action certification in both state and federal courts. These lawsuits challenge certain policies and practices of the Bank's credit card business. A few of these lawsuits have been conditionally certified as class actions. The Bank has defended itself against claims in the past and intends to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, the Bank believes that any liability which might result from these lawsuits will not have a material adverse effect on the Trust. 2 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to Certificateholders for a vote during the fiscal year covered by this Annual Report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Certificates representing investor's interests (the "Investor Certificates") are held and delivered in book-entry form through the facilities of the Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Investor Certificates are held by Cede & Co., the nominee of DTC. The records of DTC indicate that, at December 31, 2001, there were: (i) fourteen (14) DTC Participants holding a position in the Floating Rate Class A Asset Backed Certificates, Series 1996-A and (ii) one (1) DTC Participant holding a position in the Floating Rate Class B Asset Backed Certificates, Series 1996-A. At December 31, 2001, the Bank, owned 100% of the Seller Certificate, which represents beneficial ownership of residual interest in the assets of the Trust. There is no established public market in which the Certificates are traded. ITEM 6. SELECTED FINANCIAL DATA Not applicable. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not applicable. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information regarding the property of the Trust and the activities of the Servicer during the year ended December 31, 2001 is contained in (i) the Annual Servicer's Certificate filed as Exhibit 99.1 hereto and (ii) the Independent Accountants' Report of KPMG on Management's Assertion filed as Exhibit 99.2 hereto. Information relating to the performance of the Trust for the period ending December 31, 2001 is contained in the Annual Statement prepared by the Servicer and filed as Exhibit 99.3 hereto. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 3 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not applicable. ITEM 11. EXECUTIVE COMPENSATION Not applicable. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT At December 31, 2001, (i) the Seller Certificate was registered in the name of First USA Bank, National Association and (ii) all of the Investor Certificates were registered in the name of Cede & Co., as nominee for DTC. The records of DTC indicate that the DTC Participants listed below were holders of record of more than five percent of any class of Investor Certificates at December 31, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K. (i) Not applicable. (ii) Not applicable. (iii) Exhibits Exhibit Number Description -------------- ----------- 99.1 Annual Servicer's Certificate 99.2 Independent Accountants' Report of KPMG LLP on Management's Assertion 99.3 Annual Statement prepared by Servicer (b) Reports on Form 8-K (i) Reports on Form 8-K, containing the monthly statements and other information reflecting the Trust's activities. Dated: Items Reported: ------ --------------- February 15, 2001 5 and 7 March 2, 2001 4 and 7 March 15, 2001 5 and 7 April 16, 2001 5 and 7 May 15, 2001 5 and 7 June 15, 2001 5 and 7 July 16, 2001 5 and 7 August 15, 2001 5 and 7 September 17, 2001 5 and 7 October 15, 2001 5 and 7 November 15, 2001 5 and 7 December 17, 2001 5 and 7 January 15, 2002 5 and 7 (c) See item 14(a)(iii) above. (d) Not applicable. 5 SIGNATURE 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, NATIONAL ASSOCIATION, as Servicer, on behalf of BANC ONE CREDIT CARD MASTER TRUST By: /s/ Tracie H. Klein --------------------------------------------------- Name: Tracie H. Klein Title: First Vice President Date: March 21, 2002 -------------- 6 INDEX OF EXHIBITS

BANC ONE CREDIT CARD MASTER TRUST 10-K