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, 2002
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 033-50600-01
BANK ONE, DELAWARE, NATIONAL ASSOCIATION
(formerly FIRST USA BANK, NATIONAL ASSOCIATION)
(Exact name of registrant as specified in its charter)
(As Servicer on behalf of First USA Credit Card Master Trust)
| |
Laws of the United States
(State or other jurisdiction of
incorporation or organization)
| |
51-0269396
(I.R.S. Employer
Identification No.) | |
| | 201 North Walnut Street
Wilmington, Delaware
(Address of principal executive offices)
| | 19801
(Zip Code)
| |
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:
Series 1996-2, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1996-4, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1996-6, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1996-8, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-1, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-2, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-4, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-5, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-7, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-8, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1997-9, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-1, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-4, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-5, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-6, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-8, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1998-9, Class A 5.28% Asselt Backed Certificates and Class B 5.55% Asset Backed Certificates
Series 1999-1, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1999-2, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 1999-3, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 2001-1, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 2001-2, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 2001-3, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
Series 2001-4, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
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.
YES x NO o
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 o NO x
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
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
2
Introductory Note
Bank One, Delaware, National Association (formerly First USA Bank, National Association) (the “Bank”) is the transferor and servicer (in such capacities, the “Transferor” and the “Servicer”) under the Amended and Restated Pooling and Servicing Agreement (the “Agreement”), dated as of March 28, 2002, and the following series supplements (the “Supplements”):
Supplement | | Dated as of |
| |
|
| | |
1996-2 | | June 4, 1996 |
1996-4 | | August 6, 1996 |
1996-6 | | December 13, 1996 |
1996-8 | | December 11, 1996 |
1997-1 | | February 4, 1997 |
1997-2 | | May 8, 1997 |
1997-4 | | June 10, 1997 |
1997-5 | | August 7, 1997 |
1997-7 | | September 9, 1997 |
1997-8 | | September 23, 1997 |
1997-9 | | October 9, 1997 |
1998-1 | | May 21, 1998 |
1998-4 | | July 22, 1998 |
1998-5 | | August 27, 1998 |
1998-6 | | August 27, 1998 |
1998-8 | | September 17, 1998 |
1998-9 | | December 22, 1998 |
1999-1 | | February 24, 1999 |
1999-2 | | February 24, 1999 |
1999-3 | | May 4, 1999 |
2001-1 | | January 30, 2001 |
2001-2 | | March 19, 2001 |
2001-3 | | March 29, 2001 |
2001-4 | | May 16, 2001 |
The Agreement and Supplements are by and between the Bank, as Transferor and Servicer, and The Bank of New York (Delaware) as trustee (the “Trustee”), providing for the issuance of First USA Credit Card Master Trust Asset Backed Certificates (the “Certificates”). The Bank is the originator of the First USA Credit Card Master Trust (the “Registrant”). The Certificates do not represent obligations of or interests in the Bank. Lomas Bank USA, the predecessor of the Bank, applied for an exemption 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 an exemption from certain reporting requirements pursuant to an Order of the Securities and Exchange Commission dated March 28, 1989. The Bank is relying on such order 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”).
Effective September 17, 1999, the Bank was merged with and into FCC National Bank, an affiliated national banking association, and the 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”.
3
In addition to the issuance of the Certificates described above, the First USA Credit Card Master Trust has issued the following interests in the Trust:
• Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates issued pursuant to the Agreement and the Series 1998-2 Supplement dated as of May 21, 1998.
• Class A Variable Funding Asset Backed Certificates and Class B Variable Funding Asset Backed Certificates issued pursuant to the Agreement and the Series 1999-A Supplement dated as of June 28, 1999.
• Investor Certificate issued pursuant to the Agreement and the Series 2002-CC Supplement dated as of May 1, 2002.
• Collateral Invested Amounts, CIA Certificates and Excess Collateral which represent credit enhancement to certain series were issued pursuant to the Agreement and the related series Supplements.
The First USA Credit Card Master Trust has made the following final payments with respect to the following Series:
• The final payment with respect to Series 1994-6 Asset Backed Certificates was made on January 15, 2002.
• The final payment with respect to Series 1995-2 Asset Backed Certificates was made on March 15, 2002.
• The final payment with respect to Series 1997-3 Asset Backed Certificates was made on June 17, 2002.
• The final payment with respect to Series 1997-6 Asset Backed Certificates was made on July 15, 2002.
• The final payment with respect to Series 1999-4 Asset Backed Certificates was made on May 15, 2002.
• The Final payment with respect to Series 1999-B Variable Funding Asset Backed Certificates was made on July 15, 2002.
Therefore, information with respect to such certificates is not included in this report.
4
PART I
ITEM 1. BUSINESS
Available Information: BANK ONE, the parent corporation of Bank One, Delaware, National Association, has an Internet website at www.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 of www.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.
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® and MasterCard® revolving credit card accounts (the ‘‘Accounts’’) selected by the Transferor from a portfolio of VISA and MasterCard credit card accounts owned by Bank One, Delaware, National Association (formerly First USA Bank, National Association) (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”) or any class of such Series (a “Class”). The term ‘‘Enhancement’’ means, with respect to any Series or Class, any letter of credit, cash collateral account or 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 or Class. Enhancement may also take the form of subordination of one or more classes of a Series to any other Class or Classes of a Series or a cross-support feature which requires collections on receivables of one Series to be paid as principal and/or interest with respect to another Series.
The Transferor originally conveyed to the Trustee all Receivables existing under certain Accounts that were selected by the Transferor from the portfolio of VISA and MasterCard credit card 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 (“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) each such Additional Account must be an eligible account at the time of its designation for inclusion in the Trust and (b) 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 have arisen and will arise in Accounts selected from the Bank Portfolio on the basis of criteria set forth in the Agreement (the “Trust Portfolio”). The Receivables in the Trust Portfolio, as of the close of business on December 31, 2002, consisted of $36,777,039,306.38 of Principal Receivables and $632,067,681.74 of Finance Charge Receivables. As
______________
* VISA® and MasterCard® and are registered trademarks of Visa USA Incorporated and MasterCard International Incorporated, respectively.
5
of December 31, 2002, 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.
The following table summarizes the Composition by Period of Delinquency for the Trust Portfolio as of the close of business on December 31, 2002. Because the future composition of the Trust Portfolio may change over time, this table is not necessarily indicative of the composition of the Trust Portfolio at any subsequent time.
Composition by Period of Delinquency
Trust Portfolio
Period of Delinquency
(Days Contractually
Delinquent) | | Amount of
Receivables | | Percentage
of Total
Receivables | |
| |
| |
| |
30 to 59 Days | | $ | 512,567,695.59 | | 1.37 | % |
60 to 89 Days | | $ | 343,338,823.68 | | 0.92 | % |
90 to 119 Days | | $ | 273,672,176.76 | | 0.73 | % |
120 to 149 Days | | $ | 222,966,850.81 | | 0.60 | % |
150 to 179 Days | | $ | 185,630,215.63 | | 0.50 | % |
180 or More Days | | $ | 0.00 | | 0.00 | % |
| |
|
| |
| |
Total | | $ | 1,538,175,762.47 | | 4.12 | % |
| |
|
| |
| |
The aggregate amount of Receivables written off during the twelve-month reporting period was $1,977,245,638. The investor percentage of Principal Receivables written off (the “Investor Default Amount”) during the reporting period was $1,520,134,987. The Investor Default Amount as a percentage of the average invested amount outstanding during the reporting period was approximately 5.96%.
ITEM 3. LEGAL PROCEEDINGS
There are no materials 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
6
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 2002, 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 1996-2 Class A | | 12 | | |
Series 1996-2 Class B | | 4 | | |
| | | | |
Series 1996-4 Class A | | 9 | | |
Series 1996-4 Class B | | 3 | | |
| | | | |
Series 1996-6 Class A | | 34 | | |
Series 1996-6 Class B | | 8 | | |
| | | | |
Series 1996-8 Class A | | 13 | | |
Series 1996-8 Class B | | 3 | | |
| | | | |
Series 1997-1 Class A | | 34 | | |
Series 1997-1 Class B | | 7 | | |
| | | | |
Series 1997-2 Class A | | 22 | | |
Series 1997-2 Class B | | 6 | | |
| | | | |
Series 1997-4 Class A | | 13 | | |
Series 1997-4 Class B | | 2 | | |
| | | | |
Series 1997-5 Class A | | 10 | | |
Series 1997-5 Class B | | 2 | | |
| | | | |
Series 1997-7 Class A | | 14 | | |
Series 1997-7 Class B | | 4 | | |
| | | | |
Series 1997-8 Class A | | 11 | | |
Series 1997-8 Class B | | 3 | | |
7
Investor Certificate Description | Record Holders |
| | | | |
Series 1997-9 Class A | | 3 | | |
Series 1997-9 Class B | | 1 | | |
| | | | |
Series 1998-1 Class A | | 19 | | |
Series 1998-1 Class B | | 4 | | |
| | | | |
Series 1998-4 Class A | | 23 | | |
Series 1998-4 Class B | | 5 | | |
| | | | |
Series 1998-5 Class A | | 14 | | |
Series 1998-5 Class B | | 1 | | |
| | | | |
Series 1998-6 Class A | | 5 | | |
Series 1998-6 Class B | | 2 | | |
| | | | |
Series 1998-8 Class A | | 5 | | |
Series 1998-8 Class B | | 4 | | |
| | | | |
Series 1998-9 Class A | | 44 | | |
Series 1998-9 Class B | | 20 | | |
| | | | |
Series 1999-1 Class A | | 27 | | |
Series 1999-1 Class B | | 5 | | |
| | | | |
Series 1999-2 Class A | | 11 | | |
Series 1999-2 Class B | | 2 | | |
| | | | |
Series 1999-3 Class A | | 24 | | |
Series 1999-3 Class B | | 15 | | |
| | | | |
Series 2001-1 Class A | | 9 | | |
Series 2001-1 Class B | | 4 | | |
| | | | |
Series 2001-2 Class A | | 31 | | |
Series 2001-2 Class B | | 5 | | |
| | | | |
Series 2001-3 Class A | | 28 | | |
Series 2001-3 Class B | | 2 | | |
| | | | |
Series 2001-4 Class A | | 16 | | |
Series 2001-4 Class B | | 4 | | |
There is no established public market in which the Certificates are traded.
8
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.
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 the Series 1996-2 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 117,520 | | 19.59% | |
9
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 98,990 | | 16.50% | |
| | | | | |
Prudential Securities Custody
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 | | 51,590 | | 8.60% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171 | | 246,785 | | 41.13% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 42,065 | | 7.01% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 7,000 | | 12.89% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 13,000 | | 23.94% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 5,000 | | 9.21% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 29,300 | | 53.96% | |
10
Beneficial owners of more than 5% of the Series 1996-4 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 69,710 | | 13.94% | |
| | | | | |
Deutsche Bank Securities Inc.
1251 Avenue of the Americas
New York, NY 10020 | | 46,700 | | 9.34% | |
| | | | | |
Harris Trust and Savings Bank
111 W. Monroe Street
Chicago, IL 60603 | | 35,000 | | 7.00% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 276,590 | | 55.32% | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 29,000 | | 5.80% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 26,930 | | 59.61% | |
| | | | | |
Boston Safe Deposit and Trust Company
Mellon Trust
Pittsburgh, PA 15259 | | 16,050 | | 35.52% | |
Beneficial owners of more than 5% of the Series 1996-6 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 215,404 | | 24.97% | |
11
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 113,056.5 | | 13.11% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 152,160 | | 17.64% | |
| | | | | |
JP Morgan Chase Bank/Greenwich Capital
4 New York Plaza, 21st Floor
New York, NY 10004 | | 67,500 | | 7.82% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 166,071.5 | | 19.25% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 5,000 | | 6.41% | |
| | | | | |
Bank One Trust Company, N.A.
340 South Cleveland Avenue, Building 350
Columbus, OH 43240 | | 5,000 | | 6.41% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 5,650 | | 7.24% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 32,997 | | 42.30% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 4,925 | | 6.31% | |
| | | | | |
Swiss American Securities Inc.
12 East 49th Street, 41st Floor
New York, NY 10017 | | 23,000 | | 29.49% | |
Beneficial owners of more than 5% of the Series 1996-8 Class A and Class B investor certificates as of December 31, 2002, are as follows:
12
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 52,400 | | 13.10% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 82,500 | | 20.63% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 77,500 | | 19.38% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 150,900 | | 37.73% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place
Pittsburgh, PA 15259 | | 4,800 | | 13.26% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 5,000 | | 13.81% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 26,400 | | 72.93% | |
Beneficial owners of more than 5% of the Series 1997-1 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 72,472 | | 9.66% | |
13
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 223,782 | | 29.84% | |
| | | | | |
Investors Bank & Trust - Institutional Custody
200 Clarendon Street, 9th Floor
Corporate Actions Unit/TOP 57
Boston, MA 02116 | | 49,147 | | 6.55% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 150,970 | | 20.13% | |
| | | | | |
Northern Trust Company(The)
801 S. Canal C-IN
Chicago, Il 60607 | | 41,345 | | 5.51% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 142,604 | | 19.01% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
JPMorgan Chase Bank/Correspondence
Clearing Services 2
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 10,000 | | 14.76% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 20,250 | | 29.88% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 31,900 | | 47.07% | |
Beneficial owners of more than 5% of the Series 1997-2 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 61,849.999 | | 12.37% | |
14
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 304,501 | | 60.90% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 30,814 | | 6.16% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank One Trust Company, N. A.
340 South Cleveland Avenue, Building 350
Columbus, OH 43240 | | 10,000 | | 22.13% | |
| | | | | |
Citibank, N. A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 3,400 | | 7.53% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
4201 Dallas Parkway
Dallas, TX 75254 | | 29,330 | | 64.92% | |
Beneficial owners of more than 5% of the Series 1997-4 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005 | | 70,000 | | 14.00% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 45,694 | | 9.14% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, Fl 33610 | | 60,500 | | 12.10% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 78,683 | | 15.74% | |
15
Deutsche Bank Securities Inc.
1251 Avenue of the Americas
New York, NY 10020 | | 52,000 | | 10.40% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 106,273 | | 21.25% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 46,420 | | 9.28% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 5,000 | | 11.07% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 40,180 | | 88.93% | |
Beneficial owners of more than 5% of the Series 1997-5 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 130,840 | | 20.13% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 138,354 | | 21.29% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 92,620 | | 14.25% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 82,116 | | 12.63% | |
16
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171 | | 92,774 | | 14.27% | |
| | | | | |
Swiss American Securities Inc.
12 East 49th Street
New York, NY 10017 | | 40,000 | | 6.15% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 22,735 | | 38.71% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 36,000 | | 61.29% | |
Beneficial owners of more than 5% of the Series 1997-7 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 100,000 | | 20.00% | |
| | | | | |
Barclays Global Investors N.A./
Investors Bank & Trust
980 9th Street, 6th Floor
Sacramento, CA 95814 | | 27,423.676 | | 5.48% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 229,177.747 | | 45.84% | |
| | | | | |
JPMorgan Chase Bank/Correspondence
Clearing Services 2
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 25,194 | | 5.04% | |
17
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 61,162 | | 12.23% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 19,000 | | 42.05% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 15,000 | | 33.20% | |
| | | | | |
Investors Bank & Trust Company
200 Clarendon St, 9th Floor
Corporate Actions Unit/Top57
Boston, MA 02116 | | 10,930 | | 24.19% | |
Beneficial owners of more than 5% of the Series 1997-8 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 56,000 | | 7.18% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 95,000 | | 12.18% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 387,557 | | 49.69% | |
| | | | | |
Morgan Stanley & Co. Incorporated
One Pierrepont Plaza
Brooklyn, NY 11201 | | 48,826 | | 6.26% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171 | | 71,617 | | 9.18% | |
18
CLASS B | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 20,000 | | 28.38% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 30,482 | | 43.25% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171 | | 20,000 | | 28.37% | |
Beneficial owners of more than 5% of the Series 1997-9 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 355,155 | | 71.03% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 107,000 | | 21.40% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 37,845 | | 7.57% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 45,180 | | 100.00% | |
Beneficial owners of more than 5% of the Series 1998-1 Class A and Class B investor certificates as of December 31, 2002, are as follows:
19
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 260,450 | | 37.21% | |
| | | | | |
Barclays Global Investors N.A./
Investors Bank & Trust
980 9th Street, 6th Floor
Sacramento, CA 95814 | | 50,000 | | 7.14% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 62,753 | | 8.96% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 134,762 | | 19.25% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 64,375 | | 9.20% | |
| | | | | |
Northern Trust Company (The)
801 S. Canal C-IN
14201 Dallas Pkwy
Chicago, Il 60607 | | 49,395 | | 7.06% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 5,800 | | 9.17% | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 6,200 | | 9.80% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 46,253 | | 73.12% | |
| | | | | |
SSB – Bank Portfolio
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171 | | 5,000 | | 7.91% | |
20
Beneficial owners of more than 5% of the Series 1998-4 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 91,435 | | 13.06% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 167,155 | | 23.88% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 100,245 | | 14.32% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 41,030 | | 5.86% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 108,185 | | 15.46% | |
| | | | | |
UBS AG
677 Washington Blvd
Stamford, CT 06901 | | 39,910 | | 5.70% | |
| | | | | |
Wells Fargo Bank Minnesota, N.A.,
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 | | 38,325 | | 5.48% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Merrill Lynch, Pierce Fenner & Smith
Safekeeping
4 Corporate Place
Piscataway, NJ 08854 | | 25,253 | | 39.92% | |
21
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 27,500 | | 43.48% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 5,000 | | 7.90% | |
Beneficial owners of more than 5% of the Series 1998-5 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 112,625 | | 17.33% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 65,807 | | 10.12% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 46,000 | | 7.08% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 73,000 | | 11.23% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171 | | 244,530 | | 37.62% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 58,735 | | 100% | |
Beneficial owners of more than 5% of the Series 1998-6 Class A and Class B investor certificates as of December 31, 2002, are as follows:
22
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 200,000 | | 25.00% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 540,000 | | 67.50% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 30,000 | | 41.50% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 42,289 | | 58.50% | |
| | | | | |
Beneficial owners of more than 5% of the Series 1998-8 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 65,000 | | 13.00% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 110,000 | | 22.00% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 100,000 | | 20.00% | |
| | | | | |
Merrill Lynch, Pierce Fenner & Smith
Safekeeping
4 Corporate Place
Piscataway, NJ 08855 | | 112,500 | | 22.50% | |
23
Citibank Dealer-Tax exempt Operations
One Court Square
45th Floor
Piscataway, NJ 08854 | | 112,500 | | 22.50% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 3,000 | | 6.64% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 15,000 | | 33.20% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 18,500 | | 40.95% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 8,680 | | 19.21% | |
Beneficial owners of more than 5% of the Series 1998-9 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 97,655 | | 15.02% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 215,500 | | 33.15% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 42,445 | | 6.53% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 33,269 | | 5.12% | |
| | | | | |
Investors Bank & Trust Company
200 Clarendon St. 9th Floor | | 52,689 | | 8.11% | |
24
Corporate Actions Unit/TOP57
Boston, MA 02116 | | | | | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 36,659 | | 5.64% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 25,408 | | 56.68% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 10,160 | | 22.66% | |
| | | | | |
SSB - Bank Portfolio
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 2,411 | | 5.38% | |
Beneficial owners of more than 5% of the Series 1999-1 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 153,465 | | 15.35% | |
| | | | | |
Barclays Global Investors N.A./
Investors Bank & Trust
980 9th Street, 6th Floor
Sacramento, CA 95814 | | 65,000 | | 6.50% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 150,585 | | 15.06% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 84,110 | | 8.41% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway | | 106,912 | | 10.69% | |
25
Dallas, TX 75254 | | | | | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 351,513 | | 35.15% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 25,361 | | 28.06% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 25,000 | | 27.67% | |
| | | | | |
JPMorgan Chase Bank/Correspondence
Clearing Services 2Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 10,000 | | 11.07% | |
| | | | | |
Mizuho Trust & Banking Co. (USA)
666 Fifth Avenue, Suite 802
New York, NY 10103 | | 25,000 | | 27.67% | |
| | | | | |
Wells Fargo Bank Minnesota, N.A.
C/O ADP Proxy Services
Edgewood, NY 11717 | | 5,000 | | 5.53% | |
Beneficial owners of more than 5% of the Series 1999-2 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 168,810 | | 33.76% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 150,700 | | 30.14% | |
| | | | | |
Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005 | | 49,750 | | 9.95% | |
| | | | | |
26
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 41,850 | | 8.37% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 61,650 | | 12.33% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 25,000 | | 55.33% | |
| | | | | |
Mizuho Trust & Banking Co. (USA)
666 Fifth Avenue, Suite 802
New York, NY 10103 | | 20,180 | | 44.67% | |
Beneficial owners of more than 5% of the Series 1999-3 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 71,683 | | 10.24% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 46,030 | | 6.58% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 154,815 | | 22.12% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 320,263 | | 45.75% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company | | 7,175 | | 13.25% | |
27
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | | | | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 10,000 | | 18.46% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 9,242 | | 17.06% | |
| | | | | |
Mizuho Trust & Banking Co. (USA)
666 Fifth Avenue, Suite 802
New York, NY 10103 | | 20,000 | | 36.92% | |
Beneficial owners of more than 5% of the Series 2001-1 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 225,000 | | 30.00% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 75,000 | | 10.00% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 285,300 | | 38.04% | |
| | | | | |
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854 | | 58,500 | | 7.80% | |
| | | | | |
UBS AG
677 Washington Blvd
Stamford, CT 06901 | | 58,500 | | 7.80% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank One Trust Company, N.A.
340 South Cleveland Avenue, Building 350
Columbus, OH 43240 | | 10,000 | | 17.23% | |
28
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 10,000 | | 17.23% | |
| | | | | |
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854 | | 18,036 | | 31.08% | |
| | | | | |
Mizuho Trust & Banking Co. (USA)
666 Fifth Avenue, Suite 802
New York, NY 10103 | | 20,000 | | 34.46% | |
Beneficial owners of more than 5% of the Series 2001-2 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 243,010 | | 19.44% | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 256,295 | | 20.50% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 226,207 | | 18.10% | |
| | | | | |
Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607 | | 242,800 | | 19.42% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 164,835 | | 13.19% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211 | | 30,000 | | 31.02% | |
29
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854 | | 45,727 | | 47.27% | |
| | | | | |
Mizuho Trust & Banking Co. (USA)
666 Fifth Avenue, Suite 802
New York, NY 10103 | | 20,000 | | 20.68% | |
Beneficial owners of more than 5% of the Series 2001-3 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| |
| |
| |
| | | | | |
CLASS A | | | | | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 88,795 | | 14.09% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 188,640 | | 29.94% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 262,064 | | 41.60% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 16,000 | | 32.82% | |
| | | | | |
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854 | | 32,750 | | 67.18% | |
30
Beneficial owners of more than 5% of the Series 2001-4 Class A and Class B investor certificates as of December 31, 2002, are as follows:
| | | NUMBER OF
CERTIFICATES | | % OF
OWNERSHIP | |
| | |
| |
| |
| CLASS A | | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 119,230 | | 19.87% | |
| | | | | |
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610 | | 33,455 | | 5.58% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 205,150 | | 34.19% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 206,265 | | 34.38% | |
| | | | | |
CLASS B | | | | | |
| | | | | |
Bank of New York (The)
One Wall Street
New York, NY 10286 | | 15,000 | | 32.31% | |
| | | | | |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | | 15,000 | | 32.31% | |
| | | | | |
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259 | | 13,428 | | 28.92% | |
| | | | | |
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171 | | 3,000 | | 6.46% | |
| |
(b) Not applicable.
(c) Not applicable.
31
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:
99.1 Annual Servicer’s Certificate
99.2 Independent Accountants’ Reports of KPMG LLP on Management’s Assertions.
(b) Not applicable.
(c) See item 14(a)3 above.
(d) Not applicable.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrar has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 26, 2003.
| | BANK ONE, DELAWARE, NATIONAL ASSOCIATION
(formerly FIRST USA BANK, NATIONAL ASSOCIATION)
as Servicer |
| | By: |
/s/ DANIEL J. FRATE
|
| | |
|
| | | Daniel J. Frate
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 26, 2003.
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/ DANIEL J. FRATE | | Director | |
|
Daniel J. Frate |
| | | |
/s/ MICHAEL LOONEY | | Director | |
|
Michael Looney |
| | | |
/s/ M. CARTER WARREN | | Director | |
|
M. Carter Warren |
| | | |
/s/ WILLIAM GARNER | | Director | |
|
William Garner |
Certification
I, Jeffrey Rigg, the senior officer for securitization servicing of Bank One, Delaware, National Association, a national banking association which serves as servicer for the First USA Credit Card Master Trust, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of the periods included in the year covered by this annual report, of First USA Credit Card Master Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution and servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
Dated: March 26, 2003
| | | |
| | | |
/s/ JEFFREY RIGG
|
| | | |
|
| | | | Name: Jeffrey Rigg |
| | | | Title: Senior Officer for Securitization
Servicing and Senior Vice President-
Accounting |
