SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 2, 2001
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FIRST USA BANK, NATIONAL ASSOCIATION
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(Exact name of registrant as specified in its charter)
(As Servicer on behalf of FIRST CHICAGO MASTER TRUST II)
Laws of the United States 0-16337 51-0269396
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation or Number)
organization)
201 North Walnut Street, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
302/594-4117
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Registrant's telephone number, including area code
Item 4. Changes in Registrant's Certifying Accountant
(a) On February 23, 2001, BANK ONE CORPORATION ("BANK ONE"), the parent
corporation for First USA Bank, National Association (the "Bank"), decided to no
longer engage Arthur Andersen LLP ("AA") as its principal accountant and
selected KPMG LLP ("KPMG") to serve as its principal accountant for 2001. The
change in accountants was recommended by the Audit and Risk Management Committee
of BANK ONE's Board of Directors and approved by the Board on February 23, 2001.
The Bank, in its capacity as servicer of the First Chicago Master Trust II (the
"Trust"), has also changed the independent accountants for the Trust during 2001
from AA to KPMG. The sole reason for the change of the independent accountants
for the Trust will be to align the independent accountants of the Trust with
those of BANK ONE.
The Trust does not have financial statements and the reports of independent
accountants for the Trust are limited to (i) examining, in accordance with
standards established by the American Institute of Certified Public Accountants,
the assertion of the Servicer that it has complied with certain covenants and
conditions set forth in the Master Pooling and Servicing Agreement for the Trust
and (ii) comparing the mathematical calculations of each amount set forth in the
monthly certificates prepared by the Servicer with the Servicer's computer
reports, which were the source of such amounts. Therefore, the standards
enumerated in Item 304 of Regulation S-K under the Securities and Exchange Act
of 1934 ("Item 304"), which apply to audits of financial statements, are not
applicable to the services performed for the Trust by independent accountants.
Nonetheless, the reports of AA with respect to the Trust for the prior two years
ended December 31, 1998 and December 31, 1999 did not state that either (x) the
assertion of the Servicer in clause (i) above was not fairly stated, in all
material respects or (y) the amounts referred to in clause (ii) above were not
in agreement, except for such exceptions as AA believed to be immaterial. In
addition, there were no disagreements (as defined in the instructions to Item
304 of Regulation S-K) between AA and the Bank, in its capacity as servicer of
the Trust, in connection with such reports and there have been no such
disagreements (as defined in the instructions to Item 304 of Regulation S-K)
between AA and the Bank, in its capacity as servicer of the Trust, during the
period from December 31, 1999 through the date of this filing. AA is in the
process of completing its work for the year ended December 31, 2000 and will
issue its reports in March, 2001.
The Bank has provided a copy of the foregoing statements to AA. A letter
from AA to the Commission stating their agreement with the statements made
herein is filed as Exhibit 16.01 to this Form 8-K.
(b) Effective February 23, 2001, the Bank has engaged KPMG as its principal
accountants for 2001. During 1999 and 2000, and during the portion of 2001
preceding the Board's decision, the Bank, in its capacity as servicer of the
Trust, did not consult KPMG in any matter with respect to the Trust or any
matter that was the subject of a disagreement with AA.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as a part of this report:
(16.01) Letter regarding Change in Certifying Accountant
SIGNATURE
Pursuant to the requirements 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
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: First Vice President
Date: March 2, 2001
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EXHIBIT INDEX
Exhibit No. Description Page No.
16.01 Letter regarding Change in Certifying Accountant 5