================================================================================
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, 2001
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 33-99334
------------------------
FIRST USA BANK, NATIONAL ASSOCIATION
(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 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:
$368,000,000 Class A Floating Rate Asset Backed Certificates, Series 1995-A
$ 32,000,000 Class B Floating Rate Asset Backed Certificates, Series 1995-A
$368,000,000 Class A Floating Rate Asset Backed Certificates, Series 1995-C
$ 32,000,000 Class B Floating Rate Asset Backed Certificates, Series 1995-C
$245,000,000 Class A Floating Rate Asset Backed Certificates, Series 1996-C
$ 25,500,000 Class B Floating Rate Asset Backed Certificates, Series 1996-C
$468,000,000 Class A Floating Rate Asset Backed Certificates, Series 1998-A
$ 72,000,000 Class B Floating Rate Asset Backed Certificates, Series 1998-A
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
================================================================================
Introductory Note
-----------------
First USA Bank, National Association (the "Bank"), a direct wholly owned
subsidiary of BANK ONE CORPORATION ("BANK ONE"), is the Transferor, with respect
to the CC Master Credit Card Trust II (formerly Chevy Chase Master Credit Card
Trust II) (the "Trust") under the Pooling and Servicing Agreement dated as of
June 1, 1995, among the Bank, as Transferor and Servicer, and Bankers Trust
Company, as Trustee (the "Trustee"), as supplemented and amended (the "Pooling
and Servicing Agreement").
The Certificates listed on page 1 hereof will be referred to collectively herein
as the "Certificates". The Certificates do not represent obligations of or
interests in the Bank.
The Bank will respond only to certain items of Form 10-K. In doing so, the Bank
will be relying on a letter dated July 31, 1989 from the Securities and Exchange
Commission, Division of Corporation Finance, Office of Chief Counsel to Chevy
Chase Bank, F.S.B., the then Servicer of the Trust, granting the Servicer of the
Trust relief from the requirement to respond to various items of Form 10-K. The
items to which the Bank is not required to respond are designated herein as "Not
Applicable".
The final payments with respect to Class A Floating Rate Asset Backed
Certificates, Series 1996-A and Class B Floating Rate Asset Backed Certificates,
Series 1996-A were made on September 15, 2001 and November 15, 2001,
respectively. Information with respect to such Certificates is only included in
Item 14(a)(i) which contains the Summary of Annual Distributions on the
Certificates to Certificateholders for the year ended December 31, 2001.
PART I
ITEM 1. BUSINESS
Not Applicable.
ITEM 2. PROPERTIES
Not Applicable.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to the Trust,
involving the Trust, the Trustee or the Registrant. The Bank is a defendant in
various lawsuits, including 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. 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 Trust.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
2
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Each of the Certificates, representing investors' interests in the Trust, are
represented by a single certificate registered in the name of Cede & Co., the
nominee for The Depository Trust Company ("DTC").
To the best knowledge of the Registrant, there is no established public trading
market for the Certificates.
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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Each of the Certificates, representing investor's interests in the Trust, are
represented by a single certificate registered in the name of Cede & Co., the
nominee of DTC, and an investor holding an interest in the Trust is not entitled
to receive a Certificate representing such interest except in certain limited
circumstances. Accordingly, Cede & Co. is the sole holder of record of the
Certificates, which it held on behalf of approximately 56 (fifty-six) brokers,
dealers, banks and other direct participants in the DTC system at December 31,
2001. Such direct DTC participants may hold Certificates for their own accounts
or for the accounts of their customers. The following table sets forth, with
respect to each of
3
the Certificates, the identity of each direct DTC participant
that holds a position in such Certificate in excess of 5% of the outstanding
principal amount thereof at December 31, 2001.
(3) Amount and Nature
(2) Name and Address of of Beneficial (4) Percent
(1) Title Of Class Beneficial Owners Ownership $(000's) of Class
------------------ ----------------- ------------------ --------
Class A Floating Rate Bank One Trust Company, N.A. $50,000 13.59%
Asset Backed Certificates, 1900 Polaris Parkway, 4th Floor
Series 1995-A Columbus, OH 43240
JPMorgan Chase Bank $80,000 21.74%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
JPMorgan Chase Bank $19,840 5.39%
Correspondence Clearing Services 2
One Chase Manhattan Plaza 4-B
New York, NY 10081
Mizuho Trust & Banking Co. (USA) $120,000 32.61%
666 Fifth Avenue, Suite 802
New York, NY 10103
State Street Bank and Trust Company $41,000 11.14%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
Class B Floating Rate Bank One Trust Company, N.A. $32,000 100.00%
Asset Backed Certificates, 1900 Polaris Parkway, 4th Floor
Series 1995-A Columbus, OH 43240
Class A Floating Rate Bank of New York (The) $47,035 12.78%
Asset Backed Certificates, 925 Patterson Plank Road
Series 1995-C Secaucus, NJ 07094
Bankers Trust Company $20,000 5.43%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $110,770 30.10%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
4
Prudential Securities Custody $74,275 20.18%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company $25,000 6.79%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
U.S. Bank National Association $24,950 6.78%
180 East Fifth Street
St. Paul, MN 55101
Wells Fargo Bank Minnesota, N.A. $25,000 6.79%
733 Marquette Avenue, N9306-051
Minneapolis, MN 55479-0056
Class B Floating Rate Bank One Trust Company, N.A. $18,000 56.25%
Asset Backed Certificates, 1900 Polaris Parkway, 4th Floor
Series 1995-C Columbus, OH 43240
JPMorgan Chase Bank $14,000 43.75%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
Class A Floating Rate Bank of New York (The) $38,500 15.65%
Asset Backed Certificates, 925 Patterson Plank Road
Series 1996-C Secaucus, NJ 07094
Citibank, N.A. $35,000 14.23%
3800 Citicorp Center Tampa
Building B/Floor 1
Tampa, FL 33610-9122
JPMorgan Chase Bank $111,600 45.37%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
Mizuho Trust & Banking Co. (USA) $50,000 20.33%
666 Fifth Avenue, Suite 802
New York, NY 10103
5
Class B Floating Rate Bank of New York (The) $13,000 50.98%
Asset Backed Certificates, 925 Patterson Plank Road
Series 1996-C Secaucus, NJ 07094
JPMorgan Chase Bank $9,250 36.27%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
JP Morgan Securities, Inc. - $3,250 12.75%
Fixed Income
4 New York Plaza
New York, NY 10041
Class A Floating Rate Bank of New York (The) $43,000 9.19%
Asset Backed Certificates, 925 Patterson Plank Road
Series 1998-A Secaucus, NJ 07094
Bankers Trust Company $136,000 29.06%
648 Grassmere Park Road
Nashville, TN 37211
Citibank, N.A. $41,000 8.76%
3800 Citicorp Center Tampa
Building B/Floor 1
Tampa, FL 33610-9122
JPMorgan Chase Bank $107,500 22.97%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
Merrill Lynch, Pierce Fenner & Smith $31,500 6.73%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
State Street Bank and Trust Company $55,000 11.75%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
Class B Floating Rate Bank of New York (The) $9,000 12.50%
Asset Backed Certificates, 925 Patterson Plank Road
Series 1998-A Secaucus, NJ 07094
6
JPMorgan Chase Bank $7,000 9.72%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
Merrill Lynch, Pierce Fenner & Smith $44,855 62.30%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
Wells Fargo Bank Minnesota, N.A. $11,145 15.48%
733 Marquette Avenue, N9306-051
Minneapolis, MN 55479-0056
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this Report:
(i) Summary of annual distributions on the Certificates to
Certificateholders for the year ended December 31, 2001.
(ii) Annual Accountant's Report dated November 17, 2001 and
Management's Assertion.
No proxy soliciting material has been distributed by the Trust.
7
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer of CC Master Credit Card Trust II
(formerly Chevy Chase Master Credit Card Trust II)
By: /s/ Tracie H. Klein
----------------------------------------
Name: Tracie H. Klein
Title: First Vice President
Date: March 21, 2002
--------------
8
CC Master Credit Card Card Trust II
Series 1995-A
2001 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1995-A Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 2001:
A. 1. The total amount of the distribution to Class A
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 46.62
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 46.62
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 47.74
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 47.74
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
CC Master Credit Card Card Trust II
Series 1995-C
2001 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1995-C Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 2001:
A. 1. The total amount of the distribution to Class A
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 46.72
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 46.72
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 48.00
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 48.00
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
CC Master Credit Card Card Trust II
Series 1996-A
2001 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1996-A Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 2001:
A. 1. The total amount of the distribution to Class A
Certificateholders during 2001 per $1,000
original certificate principal amount. $1038.49
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 38.49
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $1000.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 2001 per $1,000
original certificate principal amount. $1045.71
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 45.71
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $1000.00
CC Master Credit Card Card Trust II
Series 1996-C
2001 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1996-C Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 2001:
A. 1. The total amount of the distribution to Class A
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 45.50
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 45.50
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 47.90
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 47.90
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
CC Master Credit Card Card Trust II
Series 1998-A
2001 Distributions
Pursuant to Section 5.2 (c) of the CC Master Credit
Card Trust II Series 1998-A Supplement to the Agreement,
First USA Bank, NA., must provide the following
information on an aggregate basis for the year ended
December 31, 2001:
A. 1. The total amount of the distribution to Class A
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 45.60
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 45.60
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount. $ 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 2001 per $1,000
original certificate principal amount. $ 48.15
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 48.15
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount. $ 0.00
[Letterhead of KPMG appears here]
Independent Accountant's Report
-------------------------------
First USA Bank, National Association
Bankers Trust Company
We have examined the accompanying management's assertion, that First USA Bank,
National Association (the "Servicer"), complied with the covenants and
conditions set forth in Article III (Administration and Servicing of
Receivables) and Article IV (Rights of Certificateholders and Allocation and
Application of Collections) and Section 8.08 of the CC Master Credit Card Trust
II (formally the Chevy Chase Master Credit Card Trust II) Pooling and Servicing
Agreement, dated as of June 1, 1995 (as amended), between the Servicer and
Bankers Trust Company (as Trustee for the various Certificateholders and
Enhancement Providers of the CC Master Credit Card Trust II) and the applicable
provisions of each Supplement, (collectively, the "Agreement"), during the
period October 1, 2000 through September 30, 2001. Management is responsible for
the Servicer's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Servicer's compliance
based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Servicer's
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Servicer's compliance with specified requirements.
In performing this examination, we have assumed the accuracy of the reports
prepared by the Servicer's third party credit card processor and did not extend
our assessment to the relevant aspects of the Servicer's compliance that are the
responsibility of the third party credit card processor. Accordingly, our
assessment does not extend to these aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor, and we do not
express any form of assurance on those compliance aspects.
In our opinion, management's assertion that the Servicer complied with the
aforementioned requirements during the period October 1, 2000 to September 30,
2001 is fairly stated, in all material respects.
/s/ KPMG LLP
November 17, 2001
ASSERTION BY FIRST USA BANK, NATIONAL ASSOCIATION
The management of First USA Bank, National Association (the "Servicer") is
responsible for complying with the covenants and conditions set forth in Article
III (Administration and Servicing of Receivables), Article IV (Rights of
Certificateholders and Allocation and Application of Collections) and Section
8.08 of the CC Master Credit Card Trust II (formerly the Chevy Chase Master
Credit Card Trust II) Pooling and Servicing Agreement, dated as of June 1, 1995
(as amended), between the Servicer and Bankers Trust Company (as Trustee for the
various Certificateholders and Enhancement Providers of the CC Master Credit
Card Trust II) and the applicable provisions of each Supplement, (collectively,
the "Agreement").
Management has performed an evaluation of the Servicer's compliance with the
Agreement and based on this evaluation management believes that the Servicer has
complied with the covenants and conditions of the sections of the Agreement
referred to above as of September 30, 2001.
In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
our assessment does not extend to these aspects of the Servicer's compliance
that are the responsibility of the third party credit card processor, and we do
not express any form of assurance on these compliance aspects.
/s/ Jeffrey Rigg /s/ Tracie H. Klein
- -------------------------------------- -------------------------------------
Jeffrey Rigg Tracie H. Klein
Senior Vice President - Accounting First Vice President
/s/ Michael Looney
- --------------------------------------
Michael Looney
Executive Vice President - Operations