ITEM 1. BUSINESS
Not applicable
ITEM 2.
ITEM 2. PROPERTIES
The information set forth in the Current Reports on Form 8-K dated October 16, 2000, November 15, 2000, and December 15, 2000, as filed by the Registrant with respect to the 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 Agreement, filed as Exhibits 4.1, 4.7, 4.9, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.27, and 4.28 to the Registrant's Form S-3 Registration Statement No. 333-49625.)
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to the Master Trust II, involving the Master Trust II, 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 to permit settlement of the claims. 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 Master Trust II.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5.
ITEM 5. MARKET FOR 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 7A.
ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 Report 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
None
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) With respect to each series of Certificates, The Depository Trust Company ("DTC"), through its nominee Cede & Co., is the sole holder of record of more than five percent (5%) of the Certificates. The following sets forth certain information believed by the Registrant to be accurate based on information provided by DTC concerning the beneficial ownership of 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 Floating Rate Credit Card Certificates, Series 1995-M as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Boston Safe Deposit and Trust Company 69,500 13.90% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank 227,490 45.50% 4 New York Plaza, 13th Floor New York, NY 10004
Fuji Bank and Trust Company (The) 40,000 8.00% 2 World Trade Center, 81st Floor New York, NY 10048
Investor Bank & Trust Company 26,200 5.24% 200 Clarendon Street 15th Floor Hancock Tower Boston, MA 02116
Northern Trust Company (The) 38,200 7.64% 801 S. Canal C-IN Chicago, IL 60607
State Street Bank and Trust Company 27,970 5.59% 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171
- ------------------------------------
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates, Series 1995-O as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bankers Trust Company 36,395 7.28% 648 Grassmere Park Road Nashville, TN 37211
Chase Manhattan Bank 286,960 57.39% 4 New York Plaza, 13th Floor New York, NY 10004
Fuji Bank and Trust Company (The) 25,000 5.00% 2 World Trade Center, 81st Floor New York, NY 10048
State Street Bank and Trust Company 41,775 8.36% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1996-Q as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bank of New York (The) 101,115 11.24% 925 Patterson Plank Road Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 45,760 5.08% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank 135,590 15.07% 4 New York Plaza, 13th Floor New York, NY 10004
Citibank, N.A. 69,115 7.68% 3800 Citicorp Center Tampa Tampa, FL 33610-9122
Deutsche Bank A. G., 50,000 5.56% New York Branch 34 Exchange Pl Jersey City, NJ 07311
Northern Trust Company (The) 184,175 20.46% 801 S. Canal C-IN Chicago, IL 60607
Prudential Securities Custody 96,500 10.72% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717
State Street Bank and Trust Company 137,515 15.28% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 - -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1996-S as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Boston Safe Deposit and Trust Company 98,035 14.01% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank 168,380 24.05% 4 New York Plaza, 13th Floor New York, NY 10004
Citibank, N.A. 98,400 14.06% 3800 Citicorp Center Tampa Tampa, FL 33610-9122
Merrill Lynch, Pierce Fenner & Smith 53,500 7.64% Safekeeping 4 Corporate Place Corporate Park 287 Piscataway, NJ 08855
State Street Bank and Trust Company 230,415 32.92% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 - -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1997-U as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Chase Manhattan Bank 203,435 50.86% 4 New York Plaza, 13th Floor New York, NY 10004
Citibank, N.A. 70,565 17.64% 3800 Citicorp Center Tampa Tampa, FL 33610-9122
State Street Bank and Trust Company 51,000 12.75% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
Wells Fargo Bank Minnesota, N.A. 50,000 12.50% 733 Marquette Avenue Minneapolis, MN 55479
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1998-V as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bank of New York (The) 141,615 14.16% 925 Patterson Plank Road Secaucus, NJ 07094
Chase Manhattan Bank 135,490 13.55% 4 New York Plaza, 13th Floor New York, NY 10004
Deutsche Bank A. G., 50,000 5.00% New York Branch 34 Exchange Pl, 9th Floor Jersey City, NJ 07311
Northern Trust Company (The) 86,994 8.70% 801 S. Canal C-IN Corporate Park 287 Chicago, IL 60607
State Street Bank and Trust Company 505,381 50.54% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1999-W as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Citibank, N.A. 76,800 10.24% 3800 Citicorp Center Tampa Tampa, FL 33610-9122
Northern Trust Company (The) 120,335 16.04% 801 S. Canal C-IN Chicago, IL 60607
Prudential Securities Custody 170,000 22.67% c/o ADP Proxy Services Edgewood, NY 11717
State Street Bank and Trust Company 221,200 29.49% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1999-X as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Citibank, N.A. 40,000 5.33% 3800 Citicorp Center Tampa Tampa, FL 33610-9122
State Street Bank and Trust Company 687,500 91.67% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1999-Y as of December 31, 2000, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bankers Trust Company 45,450 8.26% 648 Grassmere Park Road Nashville, TN 37211
Boston Safe Deposit and Trust Company 40,620 7.39% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank 28,800 5.24% 4 New York Plaza, 13th Floor New York, NY 10004
Citibank, N.A. 93,000 16.91% 3800 Citicorp Center Tampa Tampa, FL 33610-9122
State Street Bank and Trust Company 310,380 56.43% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -----------------------------------
(b) Not applicable
(c) Not applicable
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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, 2001.
2. Annual Independent Public Accountant's Report dated March 9, 2001 concerning the Servicer's servicing activities and applying certain agreed-upon procedures for Master Trust II for the period ended December 31, 2000.
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 registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 23, 2001.
FIRST USA BANK, NATIONAL ASSOCIATION As Servicer
By: /s/ Anthony F. Vuoto --------------------------------- Anthony F. Vuoto 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, 2001.
Signature Title --------- -----
/s/ Philip Heasley Director and Principal Executive Officer - ----------------------------- Philip Heasley
/s/ Raymond Fischer Director, Principal Financial Officer and - ----------------------------- Principal Accounting Officer Raymond Fischer
/s/ Anthony F. Vuoto Director - ----------------------------- Anthony F. Vuoto
/s/ Michael Looney Director - ----------------------------- Michael Looney
/s/ M. Carter Warren Director - ----------------------------- M. Carter Warren
/s/ Rosemary B. Cauchon Director - ----------------------------- Rosemary B. Cauchon
/s/ William Garner Director - ----------------------------- William Garner
ANNUAL SERVICER'S CERTIFICATE
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST CHICAGO MASTER TRUST II
The undersigned, duly authorized representatives of First USA Bank, National Association ("First USA"), as the Seller and Servicer pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of June 1, 1990 and as amended and restated as of September 1, 1999 (the "Amended and Restated Pooling and Servicing Agreement"), by and between First USA, as Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as Trustee, do hereby certify that:
1. First USA is, as of the date hereof, the Seller and the Servicer under the Amended and Restated Pooling and Servicing Agreement.
2. The undersigned are duly authorized pursuant to the Amended and Restated Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee.
3. A review of the activities of the Seller and the Servicer during the calendar year ended December 31, 2000, and of their performance under the Amended and Restated Pooling and Servicing Agreement was conducted under our supervision.
4. Based on such review, the Seller and the Servicer have, to the best of our knowledge, fully performed all their obligations under the Amended and Restated Pooling and Servicing Agreement and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below.
5. The following is a description of each default in the performance of its obligations under the provisions of the Amended and Restated Pooling and Servicing Agreement known to us to have been made by the Seller and Servicer during the calendar year ended December 31, 2000, which sets forth in detail the (i) nature of each such default, (ii) the action taken by the Seller and Servicer, if any, to remedy each such default and (iii) the current status of each such default: None.
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate this 23rd day of March, 2001.
By: /s/ Tracie H. Klein By: /s/ Jeffrey Rigg ---------------------------- --------------------------------------- Name: Tracie H. Klein Name: Jeffrey Rigg Title: First Vice President Title: Senior Vice President-Accounting
[Letterhead of Arthur Andersen LLP Appears Here]
Independent Accountant's Report on Applying Agreed-Upon Procedures
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Bayerische Hypo-Und Vereinsbank, New York Branch (Series 1999-X)
Commerzbank Aktiengesellschaft, New York Branch (Series 1999-Y)
Credit Lyonnais, New York Branch (Series 1997-T and 1997-U)
Credit Suisse First Boston, New York Branch (Series 1994-K, 1994-L,1995-O, 1995-P,1998-V and 1999-W)
The Industrial Bank of Japan, Limited, Chicago Branch (Series 1995-M)
Alpine Securitization Corporation (Series 1995-0, 1995-P and 1999-W)
The Fuji Bank, Limited, Chicago Branch (Series 1996-Q)
UBSAG/Warburg Dillon Reed, New York Branch (Series 1996-R and 1996-S)
Bavaria Universal Funding Corporation (Series 1999-X)
Four Winds Funding Corporation (Series 1999-Y)
First USA Bank, National Association, as Seller and Servicer
Wells Fargo Bank Minnesota, National Association, as Trustee on behalf of the Certificateholders of the First Chicago Master Trust II
This report is written for the addressees listed above (collectively, the "Specified Users") pursuant to Section 3.06(a) of the Amended and Restated Pooling and Servicing Agreement dated as of June 1, 1990 and as amended and restated as of September 1, 1999 (the "Agreement"), and the supplements thereto as listed in Attachment A, between First USA Bank, National Association, Seller and Servicer (the "Servicer"), and Wells Fargo Bank Minnesota, National Association, Trustee on behalf of the Certificateholders of the First Chicago Master Trust II. In connection therewith, we have performed the
following agreed-upon procedures enumerated below with respect to the servicing procedures employed by the Servicer relating to Sections 3.01, 3.04, 3.05, 3.09, 12.01 and Article IV of the Agreement and any Supplement, as amended to the date hereof. We have read the definitions of terms relating thereto and such other provisions of the Agreement as we deemed necessary for purposes of this report. All terms herein are used with the meaning as defined in the Agreement.
This engagement to apply agreed-upon procedures was performed in accordance with standards established by the American Institute of Certified Public Accountants (the "AICPA"). The sufficiency of these procedures is solely the responsibility of the Specified Users. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose which this report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified public accountants with respect to the Servicer under rule 101 of the AICPA's Code of Professional Conduct and its interpretations under the rules and regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to rounding. In all cases, these individual differences were each less than $1.00. These were not considered exceptions.
Procedures and Findings: - ------------------------
(a) We compared payment amounts on cardholder remittances received during the period of December 1, 1999 through January 31, 2000, to the amounts posted to the cardholder master files, for a sample of payments, noting that payments were properly applied to cardholder accounts.
(b) We noted that the Servicer transferred card collections from Finance Charge Receivables (including Interchange as applicable) to the Trust on all applicable dates through review of the statements from the Trustee.
(c) We received representation from the Servicer that separate servicing procedures for servicing the securitized receivables were not employed through the end of the December 2000 Due Period.
(d) We confirmed with the fidelity bond insurer that the Servicer maintains fidelity bond coverage that insures against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables.
(e) We computed the base rates for each Series for every applicable month in 2000 for 1994-K, 1994-L, 1995-M, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U, 1998-V, 1999-W, 1999-X, and 1999-Y (for the months each respective series was outstanding during 2000) and recomputed the monthly portfolio yield, noting that each month's portfolio yield was above the applicable base rate.
(f) We received representation from the Servicer that the Servicer maintained its computer files with respect to the pool of accounts in the manner set forth in Section 3.04(a) of the Agreement.
(g) We reviewed all Certificates prepared by a Servicing Officer and forwarded to the Trustee, noted that they were comparable in form to Exhibit D of the Agreement and Exhibit B of the, 1994-K, 1994-L, 1995- M, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U, 1998-V, 1999-W, 1999-X, and 1999-Y Supplements to the Agreement and noted, through confirmation with the Trustee, that the Trustee had received such Certificates on each Determination Date preceding each Payment Date.
(h) We received representation from the Servicer that the Trustee will receive an Officer's Certificate by April 30, 2001, in the form of Exhibit E of the Agreement, as required under Section 3.05 of the Agreement.
(i) We reviewed each month's Certificateholder's Monthly Certificate Statement, noting that the amount of the First Chicago Interest in the Trust was increased or reduced by the total amount of all adjustments made by the Servicer, as described in Section 3.09 of the Agreement.
(j) We confirmed with the Trustee the segregated trust accounts, for each Series, maintained at BANK ONE CORPORATION in the name of Wells Fargo Bank Minnesota, National Association, Trustee on behalf of the Certificateholders, and we noted the accounts bore a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders.
(k) On a sample basis, we compared the amount indicated as "Cash Payable to the Trustee" on schedules prepared by the Servicer to the corresponding amount deposited to the segregated trust account, shown on statements supplied by the Trustee, and noted agreement.
(l) We confirmed with Standard and Poor's, Moody's and Fitch IBCA rating agencies that the short-term deposit ratings of the Servicer were not below A-1, P1, and respectively, as of December 31, 2000.
(m) We noted, through review of statements provided by the Servicer, that as of the end of the December 2000 Due Period, no Series was in controlled amortization.
(n) On a sample basis, we determined through review of applicable monthly Certificateholder records that the Paying Agent distributed the appropriate amount according to each applicable Certificate Rate to the Series' Certificateholders.
(o) We recomputed from schedules provided by the Servicer, the amount of Collections allocated to Receivables for the Certificateholders for each applicable Due Period. We compared the recomputed amounts to the corresponding amounts on the monthly Certificateholder's Payment Date Statements and noted agreement.
(p) We noted, through a review of the Servicer's accounting records, that the Monthly Servicing Fee (including the Interchange Monthly Servicing Fee where applicable) was appropriately paid by the Trustee to the Servicer.
(q) We noted, through review of statements supplied by the Trustee and amounts listed on the Servicer's Monthly Certificateholder Worksheets, that Certificate Interest and Monthly Servicing Fees were appropriately applied with respect to each Series from collections of Finance Charge Receivables. We noted through review of statements supplied by the Trustee and amounts listed on the Certificateholder's Payment Date Statements that Investor Default Amounts were appropriately applied with respect to each Series from collections of Finance Charge Receivables.
(r) For Series 1994-K and 1994-L, we confirmed with the issuing bank the total cash collateral amount, including the total unpaid loan balance as of January 14, 2000 (December 1999 Due Period). The total cash collateral amount was also noted based on review of each Monthly Certificateholder's Payment Date Statement. For Series 1995-M, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U, 1998-V, 1999-W, 1999-X, and 1999-Y, we confirmed with BANK ONE CORPORATION the Spread Account amount, which was also noted based on review of Statements provided by the Servicer.
(s) We have been informed by management of the Servicer that no principal payments were required to be paid at the end of the December 2000 Due Period for any Series pursuant to the provisions in Article IV of the Supplements to the Agreement.
(t) We have been informed by management of the Servicer that Section 12.01 of the Agreement was inapplicable through the end of the December 2000 Due Period.
The foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards. Also, they would not necessarily reveal matters of significance. Accordingly, we make no representations and express no opinion as to: (1) questions of legal interpretation or the sufficiency of the foregoing procedures for your purposes; (2) the sufficiency of the requirements of the Agreement and the Supplement to the Agreement; and (3) the assumptions set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with generally accepted auditing standards, we do not express an opinion on the Certificateholder's Payment Date Statements or on the Monthly Servicer's Certificates or any of the elements referred to therein or above. Had we performed additional procedures or had we made an audit of the financial statements of the Servicer in accordance with generally accepted auditing standards, other matters might have come to our attention that would have been reported to you. This report relates only to the elements specified above and does not extend to any financial statements of the Servicer taken as a whole.
This report is solely for the information of the addressees in connection with Section 3.06(a) of the Agreement and, without our prior consent, is not to be used, circulated, quoted or otherwise referred to within or without this group for any other purpose. This report is not to be referred to in whole or in part in any document, except that reference may be made to it in the Form 10-K for the First Chicago Master Trust II.
/s/ Arthur Andersen LLP
Chicago, Illinois March 9, 2001
Attachment A
Pooling and Servicing Agreement Supplements
Supplementary Master Trust II Data
Master Trust II
Supplementary Master Trust II Data
Master Trust II
Supplementary Master Trust II Data
Master Trust II
Supplementary Master Trust II Data
Master Trust II
Supplementary Master Trust II Data
Master Trust II
Supplementary Master Trust II Data
Master Trust II
Supplementary Master Trust II Data
Master Trust II
Supplementary Master Trust II Data
Master Trust II