===============================================================================
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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-16337
FIRST USA BANK, NATIONAL ASSOCIATION
(Exact name of Registrant as specified in its charter)
(As Servicer on behalf of First Chicago Master Trust II)
Laws of the United States 51-0269396
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 North Walnut Street 19801
Wilmington, Delaware (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 594-4000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Floating Rate Credit Card Certificates Series, 1994-K
7.15% Credit Card Certificates, Series 1994-L
Floating Rate Credit Card Certificates, Series 1995-M
Floating Rate Credit Card Certificates, Series 1995-O
Floating Rate Credit Card Certificates, Series 1995-P
Floating Rate Asset Backed Certificates, Series 1996-Q
Floating Rate Asset Backed Certificates, Series 1996-R
Floating Rate Asset Backed Certificates, Series 1996-S
Floating Rate Asset Backed Certificates, Series 1997-T
Floating Rate Asset Backed Certificates, Series 1997-U
Floating Rate Asset Backed Certificates, Series 1998-V
Floating Rate Asset Backed Certificates, Series 1999-W
Floating Rate Asset Backed Certificates, Series 1999-X
Floating Rate Asset Backed Certificates, Series 1999-Y
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
--- ---
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
===============================================================================
FIRST USA BANK, N.A.
FIRST CHICAGO MASTER TRUST II
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE
----
Introductory Note....................................................... 3
PART I
PAGE
----
ITEM 1. Business...................................................... 3
ITEM 2. Properties.................................................... 3
ITEM 3. Legal Proceedings............................................. 3
ITEM 4. Submission of Matters to a Vote of Security Holders........... 3
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters........................................... 3
ITEM 6. Selected Financial Data....................................... 4
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 4
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.... 4
ITEM 8. Financial Statements and Supplementary Data................... 4
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................... 4
PART III
ITEM 10. Directors and Executive Officers of the Registrant............ 4
ITEM 11. Executive Compensation........................................ 4
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management................................................ 5
ITEM 13. Certain Relationships and Related Transactions................ 15
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K........................................... 15
SIGNATURES
Signatures.............................................................. 16
2
Introductory Note
-----------------
Effective September 17, 1999, First USA Bank, National Association (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 final payment with respect to Floating Rate Credit Card Certificates, Series
1993-H was made on February 16, 1999. The final payment with respect to
Floating Rate Credit Card Certificates, Series 1995-N was made on October 15,
1999. The final payment with respect to Floating Rate Asset Backed Certificates,
Series 1994-J was made on November 15, 1999. Information with respect to the
above Certificates is only included in Item 14(a)3, which contains Supplementary
Master Trust II Data relating to the performance of Master Trust II for the year
ended December 31, 1999.
PART I
ITEM 1. BUSINESS
Not applicable
ITEM 2. PROPERTIES
The information set forth in the Current Reports on Form 8-K dated October 15,
1999, November 15, 1999, and December 15, 1999, as filed by the Registrant with
respect to First Chicago Master Trust II ("Master Trust II"), is incorporated
herein by reference. (Certain terms used but not defined in this Form 10-K
Annual Report have the meanings assigned, respectively, in the Pooling and
Servicing Agreement dated as of June 1, 1990, as amended and supplemented, filed
as Exhibits 4.1, 4.7, 4.9, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20,
4.21, 4.22, 4.23, 4.24, 4.27, and 4.28 to the Registrant's Form S-3 Registration
Statement No. 333-49625.)
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to Master Trust II,
involving Master Trust II, 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 OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Master Trust II
(i) There is no established public trading market for the Certificates.
(ii) Since each of the Certificates was issued in book entry form only,
there is only one holder of record of each Series of Certificates.
(iii) Not applicable.
3
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 CORPORATION ("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. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See (i) the Annual Servicer's Certificate respecting compliance for the Master
Trust II filed as Exhibit 1 under Item 14(a) hereof, (ii) the Annual Independent
Public Accountant's Report concerning the Servicer's servicing activities and
applying certain agreed-upon procedures for Master Trust II filed as Exhibit 2
under Item 14(a) hereof, and (iii) the Supplementary Master Trust II Data
relating to the performance of Master Trust II filed as Exhibit 3 under Item
14(a) hereof.
ITEM 9. 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
4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) With respect to each series of Certificates, The Depository Trust Company
("DTC"), through its nominee Cede & Co., P. O. Box 20, Bowling Green Station,
New York, New York 10274, is the sole holder of record of more than five percent
(5%) of the Certificates. The following sets forth certain information believed
by the Registrant to be accurate based on information provided by DTC concerning
the beneficial ownership of Certificates. Number of Certificates identifies the
number of $1,000 minimum denomination Certificates beneficially owned by each
such investor.
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates,
Series 1994-K as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 25,000 5.00%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 85,800 17.16%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 27,000 5.40%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 58,000 11.60%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 249,255 49.85%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the 7.15% Credit Card Certificates,
Series 1994-L as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 51,835 10.37%
925 Patterson Plank Road
Secaucus, NJ 07094
5
Bankers Trust Company 42,960 8.59%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 26,950 5.39%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 205,350 41.07%
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Fiduciary Trust Company/SSB 30,975 6.20%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates,
Series 1995-M as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Boston Safe Deposit and Trust Company 77,500 15.50%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 215,490 43.10%
4 New York Plaza, 13th Floor
New York, NY 10004
Fuji Bank and Trust Company (The) 40,000 8.00%
2 World Trade Center, 81st Floor
New York, NY 10048
Northern Trust Company (The) 33,325 6.67%
801 S. Canal C-IN
Chicago, IL 60607
- ----------------------------------------------
6
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates,
Series 1995-O as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 38,780 7.76%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 35,970 7.19%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 283,970 56.79%
4 New York Plaza, 13th Floor
New York, NY 10004
Fuji Bank and Trust Company (The) 25,000 5.00%
2 World Trade Center, 81st Floor
New York, NY 10048
Salomon Smith Barney, Inc. 29,180 5.84%
/Salomon Brothers
333 W. 34th Street, 3rd Floor
New York, NY 10001
State Street Bank and Trust Company 25,000 5.00%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates,
Series 1995-P as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 70,000 14.00%
925 Patterson Plank Road
Secaucus, NJ 07094
7
Boston Safe Deposit and Trust Company 160,675 32.14%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Brown Brothers Harriman & Co. 38,025 7.61%
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank 29,100 5.82%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 28,000 5.60%
P.O. Box 30576
Tampa, FL 33630-3576
Deutsche Bank A. G., 55,000 11.00%
New York Branch
31 West 52nd Street
New York, NY 10019
Northern Trust Company (The) 34,400 6.88%
801 S. Canal C-IN
Chicago, IL 60607
SG NY Custody 29,600 5.92%
560 Lexington Avenue
New York, NY 10022
Union Bank of California, N.A. 25,000 5.00%
P. O. Box 109
San Diego, CA 92112-4103
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1996-Q as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 125,500 13.94%
925 Patterson Plank Road
Secaucus, NJ 07094
8
Boston Safe Deposit and Trust Company 48,235 5.36%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank, Trust 210,900 23.43%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 55,225 6.14%
P.O. Box 30576
Tampa, FL 33630-3576
Deutsche Bank A. G., 50,000 5.56%
New York Branch
31 West 52nd Street
New York, NY 10019
Northern Trust Company (The) 179,485 19.94%
801 S. Canal C-IN
Chicago, IL 60607
Norwest Bank Minnesota, 51,000 5.67%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
State Street Bank and Trust Company 98,975 11.00%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1996-R as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 29,487 7.37%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 50,000 12.50%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
9
Boston Safe Deposit and Trust Company 41,000 10.25%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 86,360 21.59%
4 New York Plaza, 13th Floor
New York, NY 10004
Northern Trust Company (The) 36,000 9.00%
801 S. Canal C-IN
Chicago, IL 60607
Prudential Securities Custody 66,000 16.50%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company 28,000 7.00%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1996-S as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bankers Trust Company 70,000 10.00%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Bank of Texas, N.A. 74,029 10.58%
P.O. Box 2558
Houston, TX 77252-2558
Chase Manhattan Bank 232,800 33.26%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 55,000 7.86%
P.O. Box 30576
Tampa, FL 33630-3576
10
State Street Bank and Trust Company 185,000 26.43%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1997-T as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 95,600 15.93%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 144,195 24.03%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 53,280 8.88%
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Fiduciary Trust Company/SSB 63,560 10.59%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Northern Trust Company (The) 61,500 10.25%
801 S. Canal C-IN
Chicago, IL 60607
Prudential Securities Custody 35,000 5.83%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company 76,003 12.67%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
11
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1997-U as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Chase Manhattan Bank 205,435 51.36%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 70,565 17.64%
P.O. Box 30576
Tampa, FL 33630-3576
Norwest Bank Minnesota, 50,000 12.50%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
State Street Bank and Trust Company 49,000 12.25%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1998-V as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 87,315 8.73%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 51,515 5.15%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 115,480 11.55%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 75,210 7.52%
P.O. Box 30576
Tampa, FL 33630-3576
12
Deutsche Bank A. G., 50,000 5.00%
New York Branch
31 West 52nd Street
New York, NY 10019
Northern Trust Company (The) 81,900 8.19%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 434,300 43.43%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1999-W as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Citibank, N.A. 75,475 10.06%
P.O. Box 30576
Tampa, FL 33630-3576
Deutsche Bank A. G., 70,000 9.33%
New York Branch
31 West 52nd Street
New York, NY 10019
Northern Trust Company (The) 118,800 15.84%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 308,151 41.09%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
13
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1999-X as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bankers Trust Company 482,250 64.30%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
State Street Bank and Trust Company 244,750 32.63%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1999-Y as of December 31, 1999, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bankers Trust Company 48,410 8.80%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 44,090 8.02%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 94,000 17.09%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 313,750 57.05%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
- ----------------------------------------------
(b) Not applicable
(c) Not applicable
14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) 1. Annual Servicer's Certificate respecting compliance for Master
Trust II dated March 24, 2000.
2. Annual Independent Public Accountant's Report dated March 8, 2000
concerning the Servicer's servicing activities and applying
certain agreed-upon procedures for Master Trust II for the period
ended December 31, 1999.
3. Supplementary Master Trust II Data relating to the performance of
Master Trust II.
(b) See Item 2
(c) Not applicable
(d) Not applicable. No annual report or proxy material has been sent to
security holders.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 24, 2000.
FIRST USA BANK, NATIONAL ASSOCIATION
As Servicer
By: /s/ Anthony F. Vuoto
--------------------------
Anthony F. Vuoto
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 24, 2000.
Signature Title
--------- -----
/s/ William P. Boardman Director and Principal Executive Officer
- ---=-----------------------
William P. Boardman
/s/ George P. Hubley Director, Principal Financial Officer and
- ---=----------------------- Principal Accounting Officer
George P. Hubley
/s/ Anthony F. Vuoto Director
- ---=-----------------------
Anthony F. Vuoto
/s/ Michael Looney Director
- ---=-----------------------
Michael Looney
/s/ Marvin W. Adams Director
- ---=-----------------------
Marvin W. Adams
/s/ Roger S. Deacon Director
- ---=-----------------------
Roger S. Deacon
/s/ William Garner Director
- ---=-----------------------
William Garner
16
ANNUAL SERVICER'S CERTIFICATE
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST CHICAGO MASTER TRUST II
The undersigned, duly authorized representatives of First USA Bank,
National Association ("First USA"), as the Seller and Servicer pursuant to the
Amended and Restated Pooling and Servicing Agreement dated as of June 1, 1990
and as amended and restated as of September 1, 1999 (the "Amended and Restated
Pooling and Servicing Agreement"), by and between First USA, as Seller and
Servicer, and Norwest Bank Minnesota, National Association, as Trustee, do
hereby certify that:
1. First USA is, as of the date hereof, the Seller and the Servicer under the
Amended and Restated Pooling and Servicing Agreement.
2. The undersigned are duly authorized pursuant to the Amended and Restated
Pooling and Servicing Agreement to execute and deliver this Certificate to
the Trustee.
3. A review of the activities of the Seller and the Servicer during the
calendar year ended December 31, 1999, and of their performance under the
Amended and Restated Pooling and Servicing Agreement was conducted under our
supervision.
4. Based on such review, the Seller and the Servicer have, to the best of our
knowledge, fully performed all their obligations under the Amended and
Restated Pooling and Servicing Agreement and no default in the performance
of such obligations has occurred or is continuing except as set forth in
paragraph 5 below.
5. The following is a description of each default in the performance of its
obligations under the provisions of the Amended and Restated Pooling and
Servicing Agreement known to us to have been made by the Seller and Servicer
during the calendar year ended December 31, 1999, which sets forth in detail
the (i) nature of each such default, (ii) the action taken by the Seller
and Servicer, if any, to remedy each such default and (iii) the current
status of each such default: None.
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate this
24th day of March, 2000.
By: /s/Tracie H. Klein By: /s/Jeffrey Rigg
--------------------------- --------------------------------
Name: Tracie H. Klein Name: Jeffrey Rigg
Title: First Vice President Title: Senior Vice President-Accounting
[LETTERHEAD OF ARTHUR ANDERSEN]
Independent Accountant's Report on Applying Agreed-Upon Procedures
------------------------------------------------------------------
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch IBCA, Inc.
Bayerische Hypo-Und Vereinsbank, New York Branch
(Series 1999-X)
Commerzbank Aktiengesellschaft, New York Branch
(Series 1999-Y)
Credit Lyonnais, New York Branch
(Series 1993-H, Series 1997-T and 1997-U)
Credit Suisse First Boston, New York Branch
(Series 1994-K, 1994-L,
1995-O, 1995-P,1998-V and 1999-W)
The Industrial Bank of Japan, Limited,
Chicago Branch (1994-J, 1995-M
and 1995-N)
Alpine Securitization Corporation
(Series 1995-0, 1995-P and 1999-W)
The Fuji Bank, Limited, Chicago Branch
(Series 1996-Q)
UBSAG/Warburg Dillon Reed, New York Branch
(Series 1996-R and 1996-S)
Bavaria Universal Funding Corporation
(Series 1999-X)
Four Winds Funding Corporation
(Series 1999-Y)
First USA Bank, National Association
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders of
the First Chicago Master Trust II
1
This report is written for the addressees listed above(collectively, the
"Specified Users") pursuant to Section 3.06(a) of the Amended and Restated
Pooling and Servicing Agreement dated as of June 1, 1990 and as amended and
restated as of September 1, 1999(the "Agreement") between First USA Bank,
National Association, Seller and Servicer (the "Servicer"), and Norwest Bank
Minnesota, National Association, Trustee on behalf of the Certificateholders of
the First Chicago Master Trust II. In connection therewith, we have performed
the following agreed-upon procedures enumerated below with respect to the
servicing procedures employed by the Servicer relating to Sections 3.01, 3.04,
3.05, 3.09, 12.01 and Article IV of the Agreement and any Supplement, as amended
to the date hereof. We have read the definitions of terms relating thereto and
such other provisions of the Agreement as we deemed necessary for purposes of
this report. All terms herein are used with the meaning as defined in the
Agreement.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants
(the "AICPA"). The sufficiency of these procedures is solely the responsibility
of the Specified Users. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose which this
report has been requested or for any other purpose.
In regard to the procedures enumerated below, we are independent certified
public accountants with respect to the Servicer under rule 101 of the AICPA's
Code of Professional Conduct and its interpretations under the rules and
regulations of the Securities and Exchange Commission.
In the course of our work, we noted various differences attributable to
rounding. In all cases, these individual differences were each less than $1.00.
These were not considered exceptions.
Procedures and Findings:
- ------------------------
(a) We compared payment amounts on cardholder remittances received during
the period of December 1, 1999 through January 31, 2000, to the amounts
posted to the cardholder master files, for a sample of payments, noting
that payments were properly applied to cardholder accounts. The
Accounts were converted to the third party processor system (FDR) used
by the Servicer on September 17, 1999. Since the conversion, payments
on the Accounts are processed in connection with all payments received
on the various portfolios serviced by the Servicer (the population).
The processing procedures are consistent for the entire population and
the Accounts were part of the population from which our sample was
selected.
2
(b) We noted that the Servicer transferred card collections from Finance
Charge Receivables (including Interchange as applicable) to the Trust
on all applicable dates through review of the statements from the
Trustee.
(c) We received representation from the Servicer that separate servicing
procedures for servicing the securitized receivables were not employed
through the end of the December 1999 Due Period.
(d) We confirmed with the fidelity bond insurer that the Servicer maintains
fidelity bond coverage that insures against losses through wrongdoing
of its officers and employees who are involved in the servicing of
credit card receivables.
(e) We computed the base rates for each Series for every applicable month
in 1999 for 1993-H, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N, 1995-O,
1995-P, 1996-Q, 1996-R, 1996-S, 1997-T, 1997-U, 1998-V, 1999-W, 1999-X,
and 1999-Y (for the months each respective series was outstanding
during 1999) and recomputed the monthly portfolio yield, noting that
each month's portfolio yield was above the applicable base rate.
(f) We received representation from the Servicer that the Servicer
maintained its computer files with respect to the pool of accounts in
the manner set forth in Section 3.04(a) of the Agreement.
(g) We reviewed all Certificates prepared by a Servicing Officer and
forwarded to the Trustee, noted that they were comparable in form to
Exhibit D of the Agreement and Exhibit B of the 1993-H, 1994-J, 1994-K,
1994-L, 1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, 1996-S, 1997-T,
1997-U, 1998-V, 1999-W, 1999-X, and 1999-Y Supplements to the Agreement
and noted, through confirmation with the Trustee, that the Trustee had
received such Certificates on each Determination Date preceding each
Payment Date.
(h) We received representation from the Servicer that the Trustee will
receive an Officer's Certificate by April 30, 2000, in the form of
Exhibit E of the Agreement, as required under Section 3.05 of the
Agreement.
(i) We reviewed each month's Certificateholder's Monthly Certificate
Statement, noting that the amount of the First Chicago Interest in the
Trust was increased or reduced by the total amount of all adjustments
made by the Servicer, as described in Section 3.09 of the Agreement.
3
(j) We confirmed with the Trustee the segregated trust accounts, for each
Series, maintained at BANK ONE CORPORATION in the name of Norwest Bank
Minnesota, National Association, Trustee on behalf of the
Certificateholders, and we noted the accounts bore a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Certificateholders.
(k) On a sample basis, we compared the amount indicated as "Cash Payable to
the Trustee" on schedules prepared by the Servicer to the corresponding
amount deposited to the segregated trust account, shown on statements
supplied by the Trustee, and noted agreement.
(l) We confirmed with Standard and Poor's, Moody's and Fitch IBCA rating
agencies that the short-term deposit ratings of the Servicer were not
below A-1, P1, and F-1 respectively, as of December 31, 1999.
(m) We noted, through review of statements provided by the Servicer, that
as of the end of the December 1999 Due Period, no Series was in
controlled amortization, except for Series 1994-K, 1994-L, 1995-P,
1996-R.
(n) On a sample basis, we determined through review of applicable monthly
Certificateholder records that the Paying Agent distributed the
appropriate amount according to each applicable Certificate Rate to the
Series' Certificateholders.
(o) We recomputed from schedules provided by the Servicer, the amount of
Collections allocated to Receivables for the Certificateholders for
each applicable Due Period. We compared the recomputed amounts to the
corresponding amounts on the monthly Certificateholder's Payment Date
Statements and noted agreement.
(p) We noted, through a review of the Servicer's accounting records, that
the Monthly Servicing Fee (including the Interchange Monthly Servicing
Fee where applicable) was appropriately paid by the Trustee to the
Servicer.
(q) We noted, through review of statements supplied by the Trustee and
amounts listed on the Servicer's Monthly Certificateholder Worksheets,
that Certificate Interest and Monthly Servicing Fees were appropriately
applied with respect to each Series from collections of Finance Charge
Receivables. We noted through review of statements supplied by the
Trustee and amounts listed on the Certificateholder's Payment Date
Statements that Investor Default Amounts were appropriately applied
with respect to each Series from collections of Finance Charge
Receivables.
4
(r) For Series 1994-K and 1994-L, we confirmed with the issuing bank the
total cash collateral amount, including the total unpaid loan balance
as of January 14, 2000 (December 1999 Due Period). The total cash
collateral amount was also noted based on review of each Monthly
Certificateholder's Payment Date Statement. For Series 1994-J, we
confirmed that the cash collateral amount and total unpaid loan balance
were zero as of January 14, 2000. For Series 1995-M, 1995-O, 1995-P,
1996-Q, 1996-R, 1996-S, 1997-T, 1997-U, 1998-V, 1999-W, 1999-X, and
1999-Y, we confirmed with BANK ONE CORPORATION the Spread Account
amount, which was also noted based on review of Statements provided by
the Servicer.
(s) With the exception of Series 1994-K, 1994-L, 1995-P and 1996-R which
are in controlled amortization, we have been informed by management of
the Servicer that no principal payments were required to be paid at the
end of the December 1999 Due Period for any Series pursuant to the
provisions in Article IV of the Supplements to the Agreement.
(t) We have been informed by management of the Servicer that Section 12.01
of the Agreement was inapplicable through the end of the December 1999
Due Period.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Certificateholder's Payment Date Statements or on the Monthly Servicer's
Certificates or any of the elements referred to therein or above. Had we
performed additional procedures or had we made an audit of the financial
statements of the Servicer in accordance with generally accepted auditing
standards, other matters might have come to our attention that would have been
reported to you. This report relates only to the elements specified above and
does not extend to any financial statements of the Servicer taken as a whole.
This report is solely for the information of the addressees in connection with
Section 3.06(a) of the Agreement and, without our prior consent, is not to be
used, circulated, quoted or otherwise referred to within or without this group
for any other purpose. This report is not to be referred to in whole or in part
in any document, except that reference may be made to it in the Form 10-K for
the First Chicago Master Trust II.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 8, 2000
5
Supplementary Master Trust II Data
Master Trust II
(i) Floating Rate Credit Card Certificates Series 1993-H
(A) The total amount of cash distributed to Series 1993-H
Certificateholders in 1999, per $1,000 of Series 1993-H
Certificates $ 167.87
(B) The total amount of the distribution set forth in paragraph
( i ) (A) which represents principal payments on the Series
1993-H Certificates $ 166.67
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1993-H Certificates $ 109,375
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1993-H Certificates $ 182,292
(ii) Floating Rate Asset Backed Certificates Series 1994-J
(A) The total amount of cash distributed to Series 1994-J
Certificateholders in 1999, per $1,000 of Series 1994-J
Certificates $ 941.37
(B) The total amount of the distribution set forth in paragraph
(ii) (A) which represents principal payments on the Series
1994-J Certificates $ 916.67
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1994-J Certificates $ 1,666,667
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1994-J Certificates $ 2,864,583
Supplementary Master Trust II Data
Master Trust II
(iii) Floating Rate Asset Backed Certificates Series 1994-K
(A) The total amount of cash distributed to Series 1994-K
Certificateholders in 1999, per $1,000 of Series 1994-K
Certificates $ 870.23
(B) The total amount of the distribution set forth in paragraph
(iii) (A) which represents principal payments on the Series
1994-K Certificates $ 833.33
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1994-K Certificates $ 2,369,792
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1994-K Certificates $ 4,296,875
(iv) 7.15% Credit Card Certificates Series 1994-L
(A) The total amount of cash distributed to Series 1994-L
Certificateholders in 1999, per $1,000 of Series 1994-L
Certificates $ 882.49
(B) The total amount of the distribution set forth in paragraph
(iv) (A) which represents principal payments on the Series
1994-L Certificates $ 833.33
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1994-L Certificates $ 2,369,792
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1994-L Certificates $ 4,296,875
Supplementary Master Trust II Data
Master Trust II
(v) Floating Rate Credit Card Certificates Series 1995-M
(A) The total amount of cash distributed to Series 1995-M
Class A Certificateholders in 1999, per $1,000 of Series
1995-M Class A Certificates $ 54.72
(B) The total amount of the distribution set forth in paragraph
(v) (A) which represents principal payments on the Series
1995-M Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1995-M Certificates $ 3,571,429
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1995-M Certificates $ 7,142,857
(vi) Floating Rate Credit Card Certificates Series 1995-N
(A) The total amount of cash distributed to Series 1995-N
Class A Certificateholders in 1999, per $1,000 of Series
1995-N Class A Certificates $ 853.68
(B) The total amount of the distribution set forth in paragraph
(vi) (A) which represents principal payments on the Series
1995-N Class A Certificates $ 833.33
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1995-N Certificates $ 1,597,244
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1995-N Certificates $ 2,691,008
Supplementary Master Trust II Data
Master Trust II
(vii) Floating Rate Credit Card Certificates Series 1995-O
(A) The total amount of cash distributed to Series 1995-O
Class A Certificateholders in 1999, per $1,000 of Series
1995-O Class A Certificates $ 54.62
(B) The total amount of the distribution set forth in paragraph
(vii) (A) which represents principal payments on the Series
1995-O Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1995-O Certificates $ 3,571,429
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1995-O Certificates $ 7,142,857
(viii) Floating Rate Credit Card Certificates Series 1995-P
(A) The total amount of cash distributed to Series 1995-P
Class A Certificateholders in 1999, per $1,000 of Series
1995-P Class A Certificates $ 54.11
(B) The total amount of the distribution set forth in paragraph
(viii) (A) which represents principal payments on the Series
1995-P Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1995-P Certificates $ 3,571,429
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1995-P Certificates $ 7,142,857
Supplementary Master Trust II Data
Master Trust II
(ix) Floating Rate Asset Backed Certificates Series 1996-Q
(A) The total amount of cash distributed to Series 1996-Q
Class A Certificateholders in 1999, per $1,000 of Series
1996-Q Class A Certificates $ 53.60
(B) The total amount of the distribution set forth in paragraph
(ix) (A) which represents principal payments on the Series
1996-Q Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1996-Q Certificates $ 6,428,571
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1996-Q Certificates $ 12,857,143
(x) Floating Rate Asset Backed Certificates Series 1996-R
(A) The total amount of cash distributed to Series 1996-R
Class A Certificateholders in 1999, per $1,000 of Series
1996-R Class A Certificates $ 628.33
(B) The total amount of the distribution set forth in paragraph
(x) (A) which represents principal payments on the Series
1996-R Class A Certificates $ 583.33
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1996-R Certificates $ 2,592,210
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1996-R Certificates $ 4,871,318
Supplementary Master Trust II Data
Master Trust II
(xi) Floating Rate Asset Backed Certificates Series 1996-S
(A) The total amount of cash distributed to Series 1996-S
Class A Certificateholders in 1999, per $1,000 of Series
1996-S Class A Certificates $ 53.55
(B) The total amount of the distribution set forth in paragraph
(xi) (A) which represents principal payments on the Series
1996-S Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1996-S Certificates $ 5,000,000
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1996-S Certificates $ 10,000,000
(xii) Floating Rate Asset Backed Certificates Series 1997-T
(A) The total amount of cash distributed to Series 1997-T
Class A Certificateholders in 1999, per $1,000 of Series
1997-T Class A Certificates $ 52.99
(B) The total amount of the distribution set forth in paragraph
(xii) (A) which represents principal payments on the Series
1997-T Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1997-T Certificates $ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1997-T Certificates $ 8,571,429
Supplementary Master Trust II Data
Master Trust II
(xiii) Floating Rate Asset Backed Certificates Series 1997-U
(A) The total amount of cash distributed to Series 1997-U
Class A Certificateholders in 1999, per $1,000 of Series
1997-U Class A Certificates $ 53.45
(B) The total amount of the distribution set forth in paragraph
(xiii) (A) which represents principal payments on the Series
1997-U Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1997-U Certificates $ 2,857,143
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1997-U Certificates $ 5,714,286
(xiv) Floating Rate Asset Backed Certificates Series 1998-V
(A) The total amount of cash distributed to Series 1998-V
Class A Certificateholders in 1999, per $1,000 of Series
1998-V Class A Certificates $ 55.12
(B) The total amount of the distribution set forth in paragraph
(xiv) (A) which represents principal payments on the Series
1998-V Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1998-V Certificates $ 7,142,857
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1998-V Certificates $ 14,285,714
Supplementary Master Trust II Data
Master Trust II
(xv) Floating Rate Asset Backed Certificates Series 1999-W
(A) The total amount of cash distributed to Series 1999-W
Class A Certificateholders in 1999, per $1,000 of Series
1999-W Class A Certificates $ 39.09
(B) The total amount of the distribution set forth in paragraph
(xv) (A) which represents principal payments on the Series
1999-W Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1999-W Certificates $ 3,357,143
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1999-W Certificates $ 7,380,952
(xvi) Floating Rate Asset Backed Certificates Series 1999-X
(A) The total amount of cash distributed to Series 1999-X
Class A Certificateholders in 1999, per $1,000 of Series
1999-X Class A Certificates $ 27.42
(B) The total amount of the distribution set forth in paragraph
(xvi) (A) which represents principal payments on the Series
1999-X Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1999-X Certificates $ 1,875,000
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1999-X Certificates $ 4,910,714
Supplementary Master Trust II Data
Master Trust II
(xvii) Floating Rate Asset Backed Certificates Series 1999-Y
(A) The total amount of cash distributed to Series 1999-Y
Class A Certificateholders in 1999, per $1,000 of Series
1999-Y Class A Certificates $ 19.60
(B) The total amount of the distribution set forth in paragraph
(xvii) (A) which represents principal payments on the Series
1999-Y Class A Certificates $ -
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 1999 with respect to the Series 1999-Y Certificates $ 667,857
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1999 with respect to the Series
1999-Y Certificates $ 2,422,619
(xviii) The amount of outstanding balances in the Accounts which were
30 or more days delinquent as of the December 1999 Due Period
(i.e., with respect to the January 2000 interest payment date) $ 877,007,218