================================================================================
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, 2000
[ ] 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 1995-M
Floating Rate Credit Card Certificates, Series 1995-O
Floating Rate Asset Backed Certificates, Series 1996-Q
Floating Rate Asset Backed Certificates, Series 1996-S
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, NATIONAL ASSOCIATION
FIRST CHICAGO MASTER TRUST II
2000 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.......... 4
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................................. 10
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............... 10
SIGNATURES
Signatures .............................................................................. 11
2
Introductory Note
-----------------
First USA Bank, National Association, a national banking association organized
under the laws of the United States (the "Bank"), is the Seller and Servicer
under the Amended and Restated Pooling and Servicing Agreement (the "Agreement")
dated as of June 1, 1990 and as amended and restated as of September 1, 1999
between the Bank, as the Seller and Servicer, and Wells Fargo Bank Minnesota,
N.A., as the Trustee (the "Trustee"), relating to the First Chicago Master Trust
II (the "Master Trust II"), and the Supplements for all series of Investor
Certificates issued thereunder.
The final payment with respect to Floating Rate Credit Card Certificates, Series
1994-K was made on February 15, 2000. The final payment with respect to 7.15%
Credit Card Certificates, Series 1994-L was made on February 15, 2000. The
final payment with respect to Floating Rate Asset Backed Certificates, Series
1996-R was made on May 15, 2000. The final payment with respect to Floating
Rate Asset Backed Certificates, Series 1997-T was made on September 15, 2000.
The final payment with respect to Floating Rate Credit Card Certificates, Series
1995-P was made on December 15, 2000. 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, 2000.
PART I
ITEM 1. BUSINESS
Not applicable
ITEM 2. PROPERTIES
The information set forth in the Current Reports on Form 8-K dated October 16,
2000, November 15, 2000, and December 15, 2000, as filed by the Registrant with
respect to the 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 Agreement, 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 the Master Trust
II, involving the Master Trust II, 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 to permit
settlement of the claims. 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 Master Trust II.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
3
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.
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
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., 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 1995-M as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Boston Safe Deposit and Trust Company 69,500 13.90%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 227,490 45.50%
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
Investor Bank & Trust Company 26,200 5.24%
200 Clarendon Street
15th Floor Hancock Tower
Boston, MA 02116
Northern Trust Company (The) 38,200 7.64%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 27,970 5.59%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
- ------------------------------------
5
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates,
Series 1995-O as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bankers Trust Company 36,395 7.28%
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank 286,960 57.39%
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
State Street Bank and Trust Company 41,775 8.36%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1996-Q as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 101,115 11.24%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 45,760 5.08%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 135,590 15.07%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 69,115 7.68%
3800 Citicorp Center Tampa
Tampa, FL 33610-9122
6
Deutsche Bank A. G., 50,000 5.56%
New York Branch
34 Exchange Pl
Jersey City, NJ 07311
Northern Trust Company (The) 184,175 20.46%
801 S. Canal C-IN
Chicago, IL 60607
Prudential Securities Custody 96,500 10.72%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company 137,515 15.28%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1996-S as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Boston Safe Deposit and Trust Company 98,035 14.01%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 168,380 24.05%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 98,400 14.06%
3800 Citicorp Center Tampa
Tampa, FL 33610-9122
Merrill Lynch, Pierce Fenner & Smith 53,500 7.64%
Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
State Street Bank and Trust Company 230,415 32.92%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
- -----------------------------------
7
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1997-U as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Chase Manhattan Bank 203,435 50.86%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 70,565 17.64%
3800 Citicorp Center Tampa
Tampa, FL 33610-9122
State Street Bank and Trust Company 51,000 12.75%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
Wells Fargo Bank Minnesota, N.A. 50,000 12.50%
733 Marquette Avenue
Minneapolis, MN 55479
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1998-V as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bank of New York (The) 141,615 14.16%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 135,490 13.55%
4 New York Plaza, 13th Floor
New York, NY 10004
Deutsche Bank A. G., 50,000 5.00%
New York Branch
34 Exchange Pl, 9th Floor
Jersey City, NJ 07311
Northern Trust Company (The) 86,994 8.70%
801 S. Canal C-IN
Corporate Park 287
Chicago, IL 60607
8
State Street Bank and Trust Company 505,381 50.54%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1999-W as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Citibank, N.A. 76,800 10.24%
3800 Citicorp Center Tampa
Tampa, FL 33610-9122
Northern Trust Company (The) 120,335 16.04%
801 S. Canal C-IN
Chicago, IL 60607
Prudential Securities Custody 170,000 22.67%
c/o ADP Proxy Services
Edgewood, NY 11717
State Street Bank and Trust Company 221,200 29.49%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1999-X as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Citibank, N.A. 40,000 5.33%
3800 Citicorp Center Tampa
Tampa, FL 33610-9122
State Street Bank and Trust Company 687,500 91.67%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
- -----------------------------------
9
Beneficial owners of more than 5% of the Floating Rate Asset Backed
Certificates, Series 1999-Y as of December 31, 2000, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
Bankers Trust Company 45,450 8.26%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 40,620 7.39%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 28,800 5.24%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 93,000 16.91%
3800 Citicorp Center Tampa
Tampa, FL 33610-9122
State Street Bank and Trust Company 310,380 56.43%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
- -----------------------------------
(b) Not applicable
(c) Not applicable
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 23, 2001.
2. Annual Independent Public Accountant's Report dated March 9, 2001
concerning the Servicer's servicing activities and applying
certain agreed-upon procedures for Master Trust II for the period
ended December 31, 2000.
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.
10
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 23, 2001.
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 23, 2001.
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/ Anthony F. Vuoto Director
- -----------------------------
Anthony F. Vuoto
/s/ Michael Looney Director
- -----------------------------
Michael Looney
/s/ M. Carter Warren Director
- -----------------------------
M. Carter Warren
/s/ Rosemary B. Cauchon Director
- -----------------------------
Rosemary B. Cauchon
/s/ William Garner Director
- -----------------------------
William Garner
11
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 Wells Fargo 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, 2000, 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, 2000, 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 23rd day of March, 2001.
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 LLP Appears Here]
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 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
(Series 1995-M)
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, as Seller and Servicer
Wells Fargo Bank Minnesota, National Association, as Trustee on behalf
of the Certificateholders of the First Chicago Master Trust II
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"), and the supplements thereto
as listed in Attachment A, between First USA Bank, National Association, Seller
and Servicer (the "Servicer"), and Wells Fargo Bank Minnesota, National
Association, Trustee on behalf of the Certificateholders of the First Chicago
Master Trust II. In connection therewith, we have performed the
1
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.
(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 2000 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 2000 for 1994-K, 1994-L, 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 (for the
months each respective series was outstanding during 2000) 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.
2
(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, 1994-K, 1994-L, 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 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, 2001, 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.
(j) We confirmed with the Trustee the segregated trust accounts, for each
Series, maintained at BANK ONE CORPORATION in the name of Wells Fargo
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, 2000.
(m) We noted, through review of statements provided by the Servicer, that
as of the end of the December 2000 Due Period, no Series was in
controlled amortization.
(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.
3
(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.
(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 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) We have been informed by management of the Servicer that no principal
payments were required to be paid at the end of the December 2000 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 2000
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 9, 2001
4
Attachment A
Pooling and Servicing Agreement Supplements
First Chicago Master Trust II Series Date Compliance Period
- ------------------------------------ ----- -----------------
First Chicago Master Trust II Series 1994-K 08/26/94 01/01/00 - 02/15/00
First Chicago Master Trust II Series 1994-L 08/27/94 01/01/00 - 02/15/00
First Chicago Master Trust II Series 1995-M 04/19/95 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1995-O 06/15/95 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1996-P 06/15/96 01/01/00 - 12/15/00
First Chicago Master Trust II Series 1996-Q 09/25/96 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1996-R 11/26/96 01/01/00 - 05/15/00
First Chicago Master Trust II Series 1996-S 11/26/96 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1997-T 11/30/97 01/01/00 - 09/15/00
First Chicago Master Trust II Series 1997-U 11/30/97 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1998-V 11/12/98 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1999-W 03/23/99 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1999-X 06/16/99 01/01/00 - 12/31/00
First Chicago Master Trust II Series 1999-Y 08/10/99 01/01/00 - 12/31/00
5
Supplementary Master Trust II Data
Master Trust II
(i) Floating Rate Asset Backed Certificates Series 1994-K
(A) The total amount of cash distributed to Series 1994-K
Certificateholders in 2000, per $1,000 of Series 1994-K
Certificates $ 168.10
(B) The total amount of the distribution set forth in paragraph
(i) (A) which represents principal payments on the Series
1994-K 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 2000 with respect to the Series 1994-K Certificates $ 26,042
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
1994-K Certificates $ 130,208
(ii) 7.15% Credit Card Certificates Series 1994-L
(A) The total amount of cash distributed to Series 1994-L
Certificateholders in 2000, per $1,000 of Series 1994-L
Certificates $ 168.16
(B) The total amount of the distribution set forth in paragraph
(ii) (A) which represents principal payments on the Series
1994-L 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 2000 with respect to the Series 1994-L Certificates $ 26,042
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
Supplementary Master Trust II Data
Master Trust II
1994-L Certificates $ 130,208
(iii) Floating Rate Credit Card Certificates Series 1995-M
(A) The total amount of cash distributed to Series 1995-M
Class A Certificateholders in 2000, per $1,000 of Series
1995-M Class A Certificates $ 77.24
(B) The total amount of the distribution set forth in paragraph
(iii) (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 2000 with respect to the Series 1995-M Certificates $ 1,428,571
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
1995-M Certificates $ 7,142,857
(iv) Floating Rate Credit Card Certificates Series 1995-O
(A) The total amount of cash distributed to Series 1995-O
Class A Certificateholders in 2000, per $1,000 of Series
1995-O Class A Certificates $ 77.29
(B) The total amount of the distribution set forth in paragraph
(iv) (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 2000 with respect to the Series 1995-O Certificates $ 1,428,571
(D) The total amount of the Interchange Monthly Servicing Fee
Supplementary Master Trust II Data
Master Trust II
payable to the Servicer in 2000 with respect to the Series
1995-O Certificates $ 7,142,857
(v) Floating Rate Credit Card Certificates Series 1995-P
(A) The total amount of cash distributed to Series 1995-P
Class A Certificateholders in 2000, per $1,000 of Series
1995-P Class A Certificates $ 1,040.50
(B) The total amount of the distribution set forth in paragraph
(v) (A) which represents principal payments on the Series
1995-P Class A Certificates $ 1,000.00
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 2000 with respect to the Series 1995-P Certificates $ 766,262
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
1995-P Certificates $ 3,831,308
(vi) Floating Rate Asset Backed Certificates Series 1996-Q
(A) The total amount of cash distributed to Series 1996-Q
Class A Certificateholders in 2000, per $1,000 of Series
1996-Q Class A Certificates $ 76.05
(B) The total amount of the distribution set forth in paragraph
(vi) (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 2000 with respect to the Series 1996-Q Certificates $ 2,571,429
(D) The total amount of the Interchange Monthly Servicing Fee
Supplementary Master Trust II Data
Master Trust II
payable to the Servicer in 2000 with respect to the Series
1996-Q Certificates $ 12,857,143
(vii) Floating Rate Asset Backed Certificates Series 1996-R
(A) The total amount of cash distributed to Series 1996-R
Class A Certificateholders in 2000, per $1,000 of Series
1996-R Class A Certificates $ 424.01
(B) The total amount of the distribution set forth in paragraph
(vii) (A) which represents principal payments on the Series
1996-R Class A Certificates $ 416.67
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 2000 with respect to the Series 1996-R Certificates $ 114,936
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
1996-R Certificates $ 574,680
(viii) Floating Rate Asset Backed Certificates Series 1996-S
(A) The total amount of cash distributed to Series 1996-S
Class A Certificateholders in 2000, per $1,000 of Series
1996-S Class A Certificates $ 76.25
(B) The total amount of the distribution set forth in paragraph
(viii) (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 2000 with respect to the Series 1996-S Certificates $ 2,000,000
(D) The total amount of the Interchange Monthly Servicing Fee
Supplementary Master Trust II Data
Master Trust II
payable to the Servicer in 2000 with respect to the Series
1996-S Certificates $ 10,000,000
(ix) Floating Rate Asset Backed Certificates Series 1997-T
(A) The total amount of cash distributed to Series 1997-T
Class A Certificateholders in 2000, per $1,000 of Series
1997-T Class A Certificates $ 1,056.06
(B) The total amount of the distribution set forth in paragraph
(ix) (A) which represents principal payments on the Series
1997-T Class A Certificates $ 1,000.00
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II
in 2000 with respect to the Series 1997-T Certificates $ 1,285,714
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
1997-T Certificates $ 6,428,571
(x) Floating Rate Asset Backed Certificates Series 1997-U
(A) The total amount of cash distributed to Series 1997-U
Class A Certificateholders in 2000, per $1,000 of Series
1997-U Class A Certificates $ 76.05
(B) The total amount of the distribution set forth in paragraph
(x) (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 2000 with respect to the Series 1997-U Certificates $ 1,142,857
(D) The total amount of the Interchange Monthly Servicing Fee
Supplementary Master Trust II Data
Master Trust II
payable to the Servicer in 2000 with respect to the Series
1997-U Certificates $ 5,714,286
(xi) Floating Rate Asset Backed Certificates Series 1998-V
(A) The total amount of cash distributed to Series 1998-V
Class A Certificateholders in 2000, per $1,000 of Series
1998-V Class A Certificates $ 78.22
(B) The total amount of the distribution set forth in paragraph
(xi) (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 2000 with respect to the Series 1998-V Certificates $ 2,857,143
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
1998-V Certificates $ 14,285,714
(xii) Floating Rate Asset Backed Certificates Series 1999-W
(A) The total amount of cash distributed to Series 1999-W
Class A Certificateholders in 2000, per $1,000 of Series
1999-W Class A Certificates $ 76.73
(B) The total amount of the distribution set forth in paragraph
(xii) (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 2000 with respect to the Series 1999-W Certificates $ 2,142,857
(D) The total amount of the Interchange Monthly Servicing Fee
Supplementary Master Trust II Data
Master Trust II
payable to the Servicer in 2000 with respect to the Series
1999-W Certificates $ 10,714,286
(xiii) Floating Rate Asset Backed Certificates Series 1999-X
(A) The total amount of cash distributed to Series 1999-X
Class A Certificateholders in 2000, per $1,000 of Series
1999-X Class A Certificates $ 77.14
(B) The total amount of the distribution set forth in paragraph
(xiii) (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 2000 with respect to the Series 1999-X Certificates $ 2,142,857
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 2000 with respect to the Series
1999-X Certificates $ 10,714,286
(xiv) Floating Rate Asset Backed Certificates Series 1999-Y
(A) The total amount of cash distributed to Series 1999-Y
Class A Certificateholders in 2000, per $1,000 of Series
1999-Y Class A Certificates $ 77.16
(B) The total amount of the distribution set forth in paragraph
(xiv) (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 2000 with respect to the Series 1999-Y Certificates $ 1,571,429
(D) The total amount of the Interchange Monthly Servicing Fee
Supplementary Master Trust II Data
Master Trust II
payable to the Servicer in 2000 with respect to the Series
1999-Y Certificates $ 7,857,143
(xv) The amount of outstanding balances in the Accounts which were
30 or more days delinquent as of December 31, 2000 $ 718,043,055