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, 2003
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-103391
BANK ONE, DELAWARE, NATIONAL ASSOCIATION
(formerly FIRST USA BANK, NATIONAL ASSOCIATION)
on behalf of
Bank One Issuance Trust
(Issuer of the Notes)
(Exact name of registrant as specified in its charter)
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: NONE
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 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.
YESx 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.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
YES¨ NOx
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:
1. The sections of the Registrant’s prospectus supplement (filed under Registration No. 333-103391) filed on February 24, 2004 set forth below:
(a) | “Risk Factors” on pages S-13 through S-16 of the prospectus supplement; |
(b) | “Recent Developments” on page S-17 of the prospectus supplement; |
(c) | “Bank One, Delaware, National Association” on page S-45 of the prospectus supplement; and |
(d) | the prospectus. |
BANK ONE, DELAWARE, NATIONAL ASSOCIATION
(Formerly FIRST USA BANK, NATIONAL ASSOCIATION)
BANK ONE ISSUANCE TRUST
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE | ||||
3 | ||||
PART I | ||||
PAGE | ||||
ITEM 1. | Business | 4 | ||
ITEM 2. | Properties | 4 | ||
ITEM 3. | Legal Proceedings | 5 | ||
ITEM 4. | Submission of Matters to a Vote of Security Holders | 5 | ||
PART II | ||||
ITEM 5. | Market for Registrant’s Common Equity and Related Stockholder Matters | 6 | ||
ITEM 6. | Selected Financial Data | 6 | ||
ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 | ||
ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 6 | ||
ITEM 8. | Financial Statements and Supplementary Data | 7 | ||
ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 7 | ||
PART III | ||||
ITEM 10. | Directors and Executive Officers of the Registrant | 7 | ||
ITEM 11. | Executive Compensation | 7 | ||
ITEM 12. | Security Ownership of Certain Beneficial Owners and Management | 7 | ||
ITEM 13. | Certain Relationships and Related Transactions | 35 | ||
ITEM 14. | Controls and Procedures | 35 | ||
PART IV | ||||
ITEM 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K | 35 | ||
SIGNATURES | ||||
Signatures | 36 |
Bank One, Delaware, National Association (formerly First USA Bank, National Association) (the “Bank”) is the originator, transferor and servicer of the First USA Credit Card Master Trust (the “Master Trust”) under the Amended and Restated Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 28, 2002 and the Series 2002-CC Supplement dated as of May 1, 2002 (the “Series CC Supplement”) to the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agrement and the Series CC Supplement, the Master Trust issued the Series 2002-CC Certificate (the “Collateral Certificate”). The Bank is also the transferor of the Bank One Issuance Trust (the “Trust”), a Delaware statutory trust formed pursuant to the Amended and Restated Trust Agreement dated as of May 1, 2002 (the “Trust Agreement”), by and between the Bank, as transferor, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Trust has entered into a Transfer and Servicing Agreement, dated as of May 1, 2002 (the “Transfer and Servicing Agreement”), by and among the Bank, as transferor, servicer and administrator (in such capacities, the “Transferor” or the “Servicer”, as applicable), and Wells Fargo Bank, National Association, as indenture trustee and collateral agent (in such capacities, the “Indenture Trustee” or the “Collateral Agent”, as the case may be), whereby the Collateral Certificate has been transferred to the Trust by the Transferor. Pursuant to the terms of the Transfer and Servicing Agreement, the Transferor has also transferred certain credit card receivables to the Trust. The Trust has issued certain notes (the “Notes”) pursuant to the terms and conditions of (A) the Indenture, dated as of May 1, 2002 (the “Indenture”), between the Trust as issuer and the Indenture Trustee, (B) the ONESeries Indenture Supplement, dated as of May 1, 2002, between the Trust as issuer and the Indenture Trustee (the “ONESeries Indenture Supplement”), (C) the Asset Pool One Supplement, dated as of May 1, 2002, between the Trust, as issuer, the Indenture Trustee and the Collateral Agent (the “Asset Pool Supplement”), and (D) various terms documents or supplemental indentures (each, a “Terms Document” or “Supplemental Indenture”, as the case may be), each related to a particular tranche of notes issued by the Trust.
As of December 31, 2003, all outstanding Notes issued by the Trust are part of the ONESeries. As of December 31, 2003, the following tranches of ONESeries Notes were outstanding: Class A(2002-1), Class A(2002-2), Class A(2002-3), Class A(2002-4), Class A(2002-5), Class A(2002-6), Class A(2003-1), Class A(2003-2), Class A(2003-3), Class A(2003-4), Class A(2003-5), Class A(2003-6), Class A(2003-7), Class A(2003-8), Class A(2003-9), Class A(2003-10), Class B(2002-1), Class B(2002-2), Class B(2002-3), Class B(2003-1), Class B(2003-2), Class B(2003- 3), Class C(2002-1), Class C(2002-2), Class C(2002-3), Class C(2003-1), Class C(2003-2), Class C(2003-3) and Class C(2003-4).
The Registrant has previously filed the following documents with the Securities and Exchange Commission: the Pooling and Servicing Agreement, the Series CC Supplement, the Trust Agreement, the Transfer and Servicing Agreement, the Indenture, the ONESeries Indenture Supplement, the Asset Pool Supplement and each Terms Document or Supplemental Indenture relating to the Notes. Such filings were made on Form 8-K’s dated: June 17, 2002, November 1, 2002, November 15, 2002, and January 15, 2003, February 18, 2003, May 2, 2003, June 6, 2003, June 20, 2003, June 30, 2003, July 15, 2003, August 15, 2003, September 29, 2003, and October 29, 2003.
The Collateral Certificate and the Notes do not represent obligations of or interests in the Bank.
Lomas Bank USA, predecessor of the Bank, applied for exemptions from certain reporting requirements pursuant to Section 12(h) of the Securities and Exchange Act of 1934. The Securities and Exchange Commission granted Lomas Bank USA exemptions from certain reporting requirements pursuant to a “no action letter” dated March 28, 1989. The Bank is relying on such no action letter in not responding to various items of Form 10-K. Such items are designated herein as “Not Applicable.”
The Bank is a direct, wholly owned subsidiary of BANK ONE CORPORATION (“BANK ONE”). The Bank resulted from the merger, effective September 17, 1999, of First USA Bank, National Association, with and into FCC National Bank, an affiliated national banking association, and the
3
surviving entity. The surviving entity was renamed “First USA Bank, National Association”. Effective September 30, 2002, the name of the Bank was changed to “Bank One, Delaware, National Association”.
PART I
Available Information:BANK ONE, the parent corporation of Bank One, Delaware, National Association, has an Internet website atwww.bankone.com which includes certain Trust reports. Electronic copies of the Trust’s annual report on Form 10-K and current reports on Form 8-K are available free of charge by visiting the “Investor Relations” section ofwww.bankone.com. The reports can be found under “Asset Backed Securities” in the Investor Relations section of the website. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission.
The property of Bank One Issuance Trust (the “Trust”) includes and will include one or more collateral certificates and credit card receivables arising in consumer revolving credit card accounts owned by Bank One Delaware, National Association (the “Bank” or the “Registrant”) or by one of its affiliates. Each collateral certificate represents an undivided interest in a credit card master trust or other securitization special purpose entity, whose assets consist primarily of credit card receivables arising in consumer credit card accounts owned by the Bank or by one of its affiliates. As of the date hereof, the only collateral certificate owned by the Trust is the Collateral Certificate which was issued by the First USA Credit Card Master Trust (the “Master Trust”). This Collateral Certificate represents an undivided interest in the assets of the Master Trust. The Master Trust’s assets primarily include credit card receivables selected from MasterCard® and VISA®* consumer revolving credit card accounts that meet the eligibility criteria for inclusion in the Master Trust. The Trust also owns certain credit card receivables transferred into the Trust by the Bank. These credit card receivables arise in MasterCard® and VISA®* consumer revolving credit card accounts owned by the Bank and meet the eligibility criteria for inclusion in the Trust.
Each collateral certificate and credit card receivable transferred to the Trust will be designated for inclusion in a specific asset pool. Payments of principal and interest on each series, class or tranche of Notes will be secured primarily by the assets included in a particular asset pool. As of the date hereof, the only asset pool is Asset Pool One. The Collateral Certificate and all the credit card receivables in the Trust are included in Asset Pool One. Future issuances of Notes by the Trust may be secured by different asset pools.
The receivables included in the Master Trust (the “Master Trust Portfolio”), as of the close of business on December 31, 2003, consisted of $47,173,105,212 of Principal Receivables and $1,094,217,778 of Finance Charge Receivables. As of December 31, 2003, cardholders whose accounts are included in the Master Trust Portfolio, had billing addresses in 50 states, the District of Columbia and other United States territories and possessions.
The receivables included in the Trust (the “Trust Portfolio”), as of the close of business on December 31, 2003, consisted of $4,967,018,764 of Principal Receivables and $99,407,888 of Finance Charge Receivables. As of December 31, 2003, the invested amount of the First USA Credit Card Master Trust collateral certificate is expected to be $15,000,000,000. As of December 31, 2003, cardholders whose accounts are included in the Trust Portfolio had billing addresses in 50 states, the District of Columbia and other United States territories and possessions.
*MasterCard and VISA are registered trademarks of MasterCard International Incorporated and VISA USA Incorporated, respectively.
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The following table summarizes the Composition by Period of Delinquency for the portfolio of MasterCard and VISA revolving credit cards owned by the Bank and its affiliates (the “Bank Servicing Portfolio”) as of the close of business on December 31, 2003. Because each of the Master Trust Portfolio and the Trust Portfolio represents only a portion of the Bank Servicing Portfolio, the actual delinquency experience of the Master Trust Portfolio or the Trust Portfolio may be different than that set forth below. Because the future composition of the Bank Servicing Portfolio may change over time, this table is not necessarily indicative of the composition of the Bank Servicing Portfolio at any subsequent time.
Composition by Period of Delinquency
Bank Servicing Portfolio
Period of Delinquency (Days Contractually Delinquent) | Amount of Receivables | Percentage of Total Receivables | ||||
30 to 59 Days | $ | 923,833,856 | 1.21 | % | ||
60 to 89 Days | 641,153,989 | 0.84 | ||||
90 or More Days | 1,409,738,517 | 1.85 | ||||
Total | $ | 2,974,726,362 | 3.90 | % | ||
The aggregate amount of receivables written off during the twelve-month reporting period in the Bank Servicing Portfolio was $3,918,822,509. The investor amount of Principal Receivables written off in Asset Pool One allocated to the ONESeries (the “ONESeries Default Amount”) for 2003 was $714,439,706. The ONESeries Default Amount as a percentage of the average nominal liquidation amount of outstanding ONESeries Notes during the reporting period was approximately 5.54%.
There are no material pending legal proceedings with respect to the Trust or the Master Trust involving the Trust, the Master Trust, the Indenture Trustee, the Owner 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 2003, the number of holders of record identified by the Depository Trust Company for the respective Series is as follows:
Investor Certificate Description | Record Holders | |
ONEseries Class A(2002-1) | 14 | |
ONEseries Class A(2002-2) | 54 | |
ONEseries Class A(2002-3) | 70 | |
ONEseries Class A(2002-4) | 51 | |
ONEseries Class A(2002-5) | 16 | |
ONEseries Class A(2002-6) | 6 | |
ONEseries Class A(2003-1) | 21 | |
ONEseries Class A(2003-2) | 38 | |
ONEseries Class A(2003-3) | 14 | |
ONEseries Class A(2003-4) | 6 | |
ONEseries Class A(2003-5) | 28 | |
ONEseries Class A(2003-6) | 15 | |
ONEseries Class A(2003-7) | 35 | |
ONEseries Class A(2003-8) | 9 | |
ONEseries Class A(2003-9) | 28 | |
ONEseries Class A(2003-10) | 4 | |
ONEseries Class B(2002-1) | 23 | |
ONEseries Class B(2002-2) | 9 | |
ONEseries Class B(2002-3) | 8 | |
ONEseries Class B(2003-1) | 11 | |
ONEseries Class B(2003-2) | 6 | |
ONEseries Class B(2003-3) | 8 | |
ONEseries Class C(2002-1) | 12 | |
ONEseries Class C(2002-2) | 7 | |
ONEseries Class C(2002-3) | 9 | |
ONEseries Class C(2003-1) | 16 | |
ONEseries Class C(2003-2) | 20 | |
ONEseries Class C(2003-3) | 22 | |
ONEseries Class C(2003-4) | 11 |
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. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
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
(a) 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 theONEseries Class A(2002-1) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 94,730 | 9.47 | % | ||
JP Morgan Chase Bank Paula J. Dabner Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 | 289,600 | 28.96 | % | ||
Merrill Lynch, Pierce Fenner & Smith Safekeeping Veronica O’Neill 4 Corporate Place Piscataway, NJ 08854 | 93,365 | 9.34 | % | ||
State Street Bank and Trust Company Joseph Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 372,565 | 37.26 | % | ||
Wells Fargo Bank Minnesota, N.A Issuer Services C/O ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 | 50,000 | 5.00 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2002-2) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 188,795.465 | 15.10 | % | ||
Brown Brothers Harriman & Co. Robert Davide 63 Wall Street, 8th Floor New York, NY 10005 | 63,335 | 5.07 | % | ||
JP Morgan Chase Bank Paula J. Dabner Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 | 351,995 | 28.16 | % | ||
Mellon Trust of New England, NA Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 104,800 | 8.38 | % | ||
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607 | 65,220 | 5.22 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 166,247.303 | 13.30 | % | ||
SSB-Bank Portfolio Joe Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 70,000 | 5.60 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2002-3) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 120,719 | 24.14 | % | ||
Brown Brothers Harriman & Co. Robert Davide 63 Wall Street, 8th Floor New York, NY 10005 | 30,200 | 6.04 | % | ||
Citibank, N.A. David A. Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 33,596 | 6.72 | % | ||
Deutsche Bank Trust Company Americas John Lasher 648 Grassmere Park Road Nashville, TN 37211 | 30,000 | 6.00 | % | ||
JP Morgan Chase Bank Paula J. Dabner Proxy/Class Actions/ Bankruptcy Dallas, TX 75254 | 83,595 | 16.72 | % | ||
Mellon Trust of New England, NA Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 41,955 | 8.39 | % | ||
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607 | 28,648 | 5.73 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 56,423 | 11.28 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2002-4)investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 69,257.413 | 9.23 | % | ||
Brown Brothers Harriman & Co. Robert Davide 63 Wall Street, 8th Floor New York, NY 10005 | 37,625 | 5.02 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 182,224 | 24.30 | % | ||
Mellon Trust of New England, NA Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 80,754.622 | 10.77 | % | ||
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607 | 63,325.953 | 8.44 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 91,614.283 | 12.22 | % | ||
U.S. Bank, N.A. Keith Frohlicher Attn: Securities Control 1555 N. Rivercenter Dr Ste 0300 Milwaukee, WI 53212 | 60,169.430 | 8.02 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2002-5) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 140,000 | 16.47 | % | ||
Brown Brothers Harriman & Co. Robert Davide 63 Wall Street, 8th Floor New York, NY 10005 | 100,000 | 11.76 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 175,500 | 20.65 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 155,000 | 18.24 | % | ||
UBS Securities LLC Carlos Lede 677 Washington Blvd Stamford, CT 06901 | 110,950 | 13.05 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2002-6) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 175,000 | 35.00 | % | ||
Harris Trust & Savings Bank Carol Montgomery 111 W. Monroe St Chicago, IL 60603 | 50,000 | 10.00 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 70,000 | 14.00 | % | ||
JPMorgan Chase Bank/Correspondence Clearing Services 2 Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 100,000 | 20.00 | % | ||
U.S. Bank, N.A. Keith Frohlicher Attn: Securities Control 1555 N. Rivercenter Dr Ste 0300 Milwaukee, WI 53212 | 90,000 | 18.00 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2003-1) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 375,120 | 37.51 | % | ||
Citibank, N.A. David Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 105,000 | 10.50 | % | ||
Harris Trust and Savings Bank Carol Montgomery 111 W. Monroe St. Mail Code3404 Chicago, IL 60603 | 50,000 | 5.00 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 192,500 | 19.25 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 99,225 | 9.92 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 55,550 | 5.56 | % |
13
Beneficial owners of more than 5% of theONEseries Class A(2003-2) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 238,928 | 15.93 | % | ||
The Bank of New York/ Wachovia Bank, N.A Joe Winkhart One Wall Street New York, NY 10286 | 111,790 | 7.45 | % | ||
Citibank, N.A. David Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 97,216 | 6.48 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 311,098 | 20.74 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 386,656 | 25.78 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2003-3) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 241,000 | 19.28 | % | ||
Citibank, N.A. David Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 110,200 | 8.82 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 529,875 | 42.39 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 142,350 | 11.39 | % |
15
Beneficial owners of more than 5% of theONEseries Class A(2003-4) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 250,000 | 50.00 | % | ||
DBTC Americas/Deutsche Bank Frankfurt Scott Habura 14 Wall Street 5th Floor Broker/ Dealer Clearance New York, NY 10005 | 150,000 | 30.00 | % | ||
JPMorgan Chase Bank/Correspondence Clearing Services 2 Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 50,000 | 10.00 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2003-5) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 281,500 | 28.15 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 203,900 | 20.39 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 56,940 | 5.69 | % | ||
Northern Trust Company (The) Amelia Henson 801 S. Canal C-IN Chicago, IL 60607 | 238,795 | 23.88 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 85,960 | 8.60 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2003-6) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 285,539.500 | 28.55 | % | ||
Citibank, N.A. David Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 156,250 | 15.63 | % | ||
Citibank Dealer-Tax Exempt Operations John Dellolio VP One Court Square 45th Floor L.I.C., NY 11120-0001 | 50,000 | 5.00 | % | ||
Harris Trust and Savings Bank Carol Montgomery 111 W. Monroe St. Mail Code3404 Chicago, IL 60603 | 60,000 | 6.00 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 230,000 | 23.00 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 143,450 | 14.35 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 62,725 | 6.27 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2003-7) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
American Express Trust Company Cindy Willis 929 AXP Financial Center Minneapolis, MN 55474 | 35,000 | 7.00 | % | ||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 147,254 | 29.45 | % | ||
The Bank of New York /Fifth Third Bank Donna Steinman One Wall Street New York, NY 10286 | 45,000 | 9.00 | % | ||
Citibank, N.A. David Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 33,725 | 6.75 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 61,960 | 12.39 | % | ||
Wells Fargo Bank Minnesota, NA Issuer Services C/O ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 | 27,506 | 5.50 | % |
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Beneficial owners of more than 5% of theONEseries Class A(2003-8) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 200,000 | 38.10 | % | ||
BNY/ITC –Dealers Clearance Special Mike Smith 6th Floor New York, NY 10286 | 55,000 | 10.48 | % | ||
Citibank, N.A. David Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 80,000 | 15.24 | % | ||
DBTC Americas/Deutsche Bank Frankfurt Scott Habura 14 Wall Street 5th Floor Broker/ Dealer Clearance New York, NY 10005 | 50,000 | 9.52 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 80,000 | 15.24 | % |
20
Beneficial owners of more than 5% of theONEseries Class A(2003-9) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 69,880 | 10.75 | % | ||
The Bank of New York /Fifth Third Bank Donna Steinman One Wall Street New York, NY 10286 | 48,000 | 7.38 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 92,275 | 14.20 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 145,105 | 22.32 | % | ||
PNC Bank, N.A. /Pittsburgh Barbara Skwarcha One PNC Plaza, 9th Floor Pittsburgh, PA 15222-7707 | 35,000 | 5.38 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 97,840 | 15.05 | % |
21
Beneficial owners of more than 5% of theONEseries Class A(2003-10) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 85,000 | 8.50 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 860,000 | 86.00 | % |
22
Beneficial owners of more than 5% of theONEseries Class B(2002-1) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 61,520 | 24.61 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 63,165 | 25.27 | % | ||
JPMorgan Chase Bank/Correspondence Clearing Services 2 Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 15,000 | 6.00 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 84,660 | 33.86 | % |
23
Beneficial owners of more than 5% of theONEseries Class B(2002-2) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 56,200 | 20.44 | % | ||
Barclays Global Investors N.A./ Investors Bank & Trust McDaniel Koren 980 9th Street 6th Floor Sacramento, CA 95814 | 75,000 | 27.27 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 28,000 | 10.18 | % | ||
JPMorgan Chase Bank/Correspondence Clearing Services 2 Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 25,000 | 9.09 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 50,822 | 18.48 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 15,878 | 5.77 | % |
24
Beneficial owners of more than 5% of theONEseries Class B(2002-3) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Barclays Global Investors N.A./ Investors Bank & Trust McDaniel Koren 980 9th Street 6th Floor Sacramento, CA 95814 | 100,000 | 20.00 | % | ||
Bank of Tokyo-Mitsubishi Trust Company Herman Smith Trust Operations Dept Plaza 3 5th Floor Harborside Fin’l Ctr Jersey City, NJ 07311-1904 | 50,000 | 10.00 | % | ||
Deutsche Bank Trust Company Americas John Lasher 648 Grassmere Park Road Nashville TN 37211 | 140,000 | 28.00 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 39,500 | 7.90 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 50,000 | 10.00 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 85,000 | 17.00 | % | ||
SSB-Bank Portfolio Joe Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 35,000 | 7.00 | % |
25
Beneficial owners of more than 5% of theONEseries Class B(2003-1) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 40,250 | 20.13 | % | ||
The Bank of New York/Banc One Capital Markets Inc. Rosa Mendez One Wall Street New York, NY 10286 | 15,000 | 7.50 | % | ||
Bank of Tokyo-Mitsubishi Trust Company Herman Smith Trust Operations Dept Plaza 3 5th Floor Harborside Fin’l Ctr Jersey City, NJ 07311-1904 | 50,000 | 25.00 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 45,000 | 22.50 | % | ||
JPMorgan Chase Bank/Correspondence Clearing Services 2 Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 10,000 | 5.00 | % | ||
Northern Trust Company (The) Amelia Henson 801 S. Canal C-IN Chicago, IL 60607 | 15,250 | 7.63 | % | ||
Wells Fargo Bank Minnesota, N.A. Issuer Services C/O ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 | 15,000 | 7.50 | % |
26
Beneficial owners of more than 5% of theONEseries Class B(2003-3) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
The Bank of New York/Broker Dealer Omnibus Cleola L. Moore One Wall Street New York, NY 10286 | 100,000 | 36.36 | % | ||
Bank of Tokyo-Mitsubishi Trust Company Herman Smith Trust Operations Dept Plaza 3 5th Floor Harborside Fin’l Ctr Jersey City, NJ 07311-1904 | 150,000 | 54.55 | % | ||
Wachovia Bank N.A. – Phila. Main Courtney Burton 530 Walnut Street 1st Floor Philadelphia, PA 19101 | 15,000 | 5.45 | % |
27
Beneficial owners of more than 5% of theONEseries Class C(2002-1) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 19,119 | 7.65 | % | ||
Citibank, N.A. David A. Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 52,233 | 20.89 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 83,680 | 33.47 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 28,432 | 11.37 | % | ||
Wells Fargo Bank Minnesota, N.A. Issuer Services C/O ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 | 17,000 | 6.80 | % |
28
Beneficial owners of more than 5% of theONEseries Class C(2002-2) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 29,000 | 12.89 | % | ||
Deutsche Bank Trust Company Americas John Lasher 648 Grassmere Park Road Nashville, TN 37211 | 75,000 | 33.33 | % | ||
Deutsche Bank Securitites Lou Pagnotta 1251 Avenue of the Americas Edgewood, NY 11717 | 100,000 | 44.44 | % |
29
Beneficial owners of more than 5% of theONEseries Class C(2002-3) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 35,751 | 20.43 | % | ||
Deutsche Bank Trust Company Americas John Lasher 648 Grassmere Park Road Nashville, TN 37211 | 10,000 | 5.71 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 44,000 | 25.14 | % | ||
Northern Trust Company (THE) 801 S. Canal C-IN Chicago, IL 60607 | 31,809 | 18.18 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 49,999 | 28.57 | % |
30
Beneficial owners of more than 5% of theONEseries Class C(2003-1) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 65,848 | 32.92 | % | ||
Citibank, N.A. David A. Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 31,270 | 15.64 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 31,740 | 15.87 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 26,760 | 13.38 | % | ||
Morgan Stanley & Co. Incorporated Colleen Corr One Pierrepont Plaza Brooklyn, NY 11201 | 14,000 | 7.00 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 10,770 | 5.39 | % |
31
Beneficial owners of more than 5% of theONEseries Class C(2003-2) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 25,441 | 14.54 | % | ||
The Bank of New York/Broker Dealer Omnibus Cleola L. Moore One Wall Street New York, NY 10286 | 15,000 | 8.57 | % | ||
Citibank, N.A. David A. Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 10,000 | 5.71 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 100,000 | 57.14 | % |
32
Beneficial owners of more than 5% of theONEseries Class C(2003-3) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 | 99,205 | 24.80 | % | ||
Citibank, N.A. David A. Leslie 3800 Citibank Center B3-15 Tampa, FL 33610 | 50,000 | 12.50 | % | ||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 37,260 | 9.32 | % | ||
Mellon Trust of New England, National Association Melissa Tarasovich 525 William Penn Place Pittsburgh, PA 15259 | 47,600 | 11.90 | % | ||
Northern Trust Company (The) 801 S. Canal-C-IN Chicago, IL 60607 | 28,865 | 7.22 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 49,360 | 12.34 | % | ||
UBS Securities LLC/CMO Robert O’Malley 299 Park Avenue New York, NY 10171 | 63,750 | 15.94 | % |
33
Beneficial owners of more than 5% of theONEseries Class C(2003-4) investor certificates as of December 31, 2003, are as follows:
NUMBER OF CERTIFICATES | % OF OWNERSHIP | ||||
The Bank of New York/Broker Dealer Omnibus Cleola L. Moore One Wall Street New York, NY 10286 | 100,000 | 66.67 | % | ||
JPMorgan Chase Bank/Correspondence Clearing Services 2 Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254 | 19,000 | 12.67 | % | ||
State Street Bank and Trust Company Joseph J. Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 | 12,690 | 8.46 | % |
(b) | Not applicable. |
(c) | Not applicable. |
34
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. CONTROLS AND PROCEDURES
Not applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) | The following documents are filed as part of this Report: |
3. | Exhibits: |
31.1 | Senior Officer for Securitization Servicing Certification Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports |
99.1 | Annual Servicer’s Certificate. |
99.2 | Independent Accountants’ Reports of KPMG LLP on Management’s Assertions with respect to the Bank One Issuance Trust. |
99.3 | Independent Accountants’ Reports of KPMG LLP on Management’s Assertions with respect to the First USA Credit Master Trust. |
(b) | Not applicable. |
(c) | See item 14(a)3 above. |
(d) | Not applicable. |
35
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 12, 2004.
BANK ONE, DELAWARE, NATIONAL ASSOCIATION (Formerly FIRST USA BANK, NATIONAL ASSOCIATION) as Servicer | ||
By: | /s/ WILLIAM I. CAMPBELL | |
William I. Campbell Principal Executive Officer |
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 12, 2004.
Signature | Title | |
/s/ WILLIAM I. CAMPBELL William I. Campbell | Director and Principal Executive Officer | |
/s/ RAYMOND FISCHER Raymond Fischer | Director, Principal Financial Officer and Principal Accounting Officer | |
/s/ MICHAEL LOONEY Michael Looney | Director | |
/s/ M. CARTER FRANKE M. Carter Franke | Director | |
/s/ WILLIAM GARNER William Garner | Director |
36