UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 333-24023
FIRST USA BANK, NATIONAL ASSOCIATION
(As Successor to First National Bank of Commerce)
(Exact name of Registrant as specified in its charter)
(As Servicer on behalf of First NBC Credit Card Master Trust)
Laws of the United States 51-0269396
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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:
Title of each class:
First NBC Credit Card Master Trust
Class A 6.15% Asset Backed Certificates, Series 1997-1
and
Class B 6.35% Asset Backed Certificates, Series 1997-1
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Not applicable.
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
Not applicable.
Indicate the number shares outstanding of each of the Registrant's class of
common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE: None
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Introductory Note
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First USA Bank, National Association, a national banking association organized
under the laws of the United States (the "Bank"), which is a direct wholly owned
subsidiary of BANK ONE CORPORATION ("BANK ONE"), is the Transferor and Servicer
under the Pooling and Servicing Agreement (the "Agreement"), dated as of August
1, 1997, between the Bank, as the Transferor and the Servicer, and The Bank of
New York, as the Trustee relating to the First NBC Credit Card Master Trust (the
"Trust"), and the Supplements for all Series of Investor Certificates issued
thereunder.
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".
The Bank is the Transferor and Servicer under the Series 1997-1 Supplement to
the Agreement dated as of August 1, 1997 and the Series 1998-1 Supplement to the
Agreement dated as of September 24, 1998. The Certificates issued pursuant to
the Series 1998-1 Supplement to the Agreement were privately placed.
PART I
ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to the Trust,
involving the Trust, the Trustee or the Registrant. The Bank is a defendant in
various lawsuits, including certain class actions, generally arising out of its
normal course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OR SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Certificates representing investors' interests in the Trust are held and
delivered in book-entry form through the facilities of the Depository Trust
Company ("DTC"), a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended. All outstanding
Certificates are held by Cede & Co., the nominee of DTC. The records of DTC
indicate that, at December 31, 1999, there were: (i) twenty-six (26) DTC
participants holding a position in the Class A
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6.15% Asset Backed Certificates, Series 1997-1; and (ii) three (3) DTC
participants holding a position in the Class B 6.35% Asset Backed Certificates,
Series 1997-1.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Throughout 1999, BANK ONE executed project plans to assure Year 2000 readiness.
These plans included verifying the readiness of internal information technology
systems and equipment, and working with external entities, including customers,
vendors, utilities and governmental agencies, to verify that they had
appropriately addressed Year 2000 readiness issues. Specific business
continuity and event plans were designed to address potential disruption and
ensure that BANK ONE was positioned to rapidly respond to issues.
BANK ONE had estimated total Year 2000 readiness costs to reach $350 million
over the life of the project, and incurred total costs of approximately $343
million.
BANK ONE had an uneventful transition to the Year 2000. BANK ONE's systems,
equipment and facilities continued and continue to function normally through the
transition and into Year 2000. Normal products and services of BANK ONE have
been available to customers throughout such time, and BANK ONE experienced no
significant impact from Year 2000 readiness status of external entities. To
meet potential Year 2000 contingencies and potential liquidity needs, BANK ONE
increased the value of loans pledged to the Federal Reserve for discount window
borrowing.
On an ongoing basis, BANK ONE will continue to monitor its systems, equipment
and facilities throughout 2000 and beyond.
ITEM 7A. QUANTITATIVE 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.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The certificates of each Class of Series 1997-1 representing investors'
interest in the First NBC Credit Card Master Trust are represented by one
or more Certificates registered in the name of Cede & Co., the nominee of
DTC, and an investor holding an interest in the First NBC Credit Card
Master Trust is not entitled to receive a certificate representing such
interest except in certain limited circumstances. Accordingly, Cede & Co.
is the sole holder of record of the Certificates, which it held on behalf
of brokers, dealers, banks and other direct participants in the DTC system
at December 31, 1999. At December 31, 1999, the following direct
participants held positions in the Certificates representing interests in
the First NBC Credit Card Master Trust, Series 1997-1 equal to or exceeding
5% of the total principal amount of the Certificates of each Class of such
Series outstanding on that date.
PRINCIPAL % OF
CLASS A AMOUNT OWNERSHIP
- ------- --------- ---------
Bank of New York (The) $58,625,000 22.59%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $17,750,000 6.84%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $30,355,000 11.70%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $21,930,000 8.45%
4 New York Plaza, 13th Floor
New York, NY 10004
Northern Trust Company (The) $19,005,000 7.32%
801 S. Canal C-IN
Chicago, IL 60607
SSB - Trust Custody $24,500,000 9.44%
225 Franklin Street, M4
Boston, MA 02110
4
State Street Bank and Trust Company $33,000,000 12.72%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Wachovia Bank/Safekeeping $13,000,000 5.01%
301 N. Main Street, NC 31058
Winston-Salem, NC 27150
CLASS B
- -------
Chase Manhattan Bank $14,000,000 66.67%
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company $5,000,000 23.81%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Suntrust Bank, Atlanta $2,000,000 9.52%
303 Peachtree Street
14th Floor MC #3141
Atlanta, GA 30308
(b) Not applicable.
(c) None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
(i) Not applicable.
(ii) Not applicable.
(iii) Exhibits
99.1 Annual Servicer's Certificate
99.2 Annual Independent Accountants' Servicing Report of
Arthur Andersen LLP on Management's Assertions
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(b) During the quarter ended December 31, 1999, the following
reports on Form 8-K were filed with respect to the Trust:
Reports dated Items Reported
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October 12, 1999 7
November 9, 1999 7
December 10, 1999 7
(c) See Item 14(a)(iii) above.
(d) Not applicable.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIRST USA BANK, NATIONAL ASSOCIATION as
Servicer, on behalf of First NBC Credit
Card Master Trust
By: /s/Tracie H. Klein
-------------------------------
Name: Tracie H. Klein
Title: First Vice President
Dated: March 24, 2000
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