SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 CC MASTER CREDIT CARD TRUST II (FORMERLY
CHEVY CHASE MASTER CREDIT CARD TRUST II))
Laws of the United States 33-99334 51-0269396
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation or organization) Number)
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
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
Explanatory Note: This Form 8-K/A amends the Registrant's Form 8-K, dated March
2, 2001, to reflect the fact that, as anticipated, Arthur Andersen LLP has
issued its reports on the CC Master Credit Card Trust II for the year ended
December 31, 2000 in conjunction with the March 23, 2001 filing of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
(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 CC Master Credit Card 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 servicer's 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, 1999 and December 31, 2000 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.
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/A.
(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 of the CC Master Credit Card Trust II
(formerly Chevy Chase Master Credit Card Trust II)
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: First Vice President
Date: April 9, 2001
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EXHIBIT INDEX
Exhibit No. Description Page No.
16.01 Letter regarding Change in Certifying Accountant 5