UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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: 333-29495-01
FIRST USA BANK, NATIONAL ASSOCIATION
(Exact name of Registrant as specified in its charter)
(As Servicer on behalf of Partners First Credit Card Master Trust)
Laws of the United States 51-0269396
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 North Walnut Street
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
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:
Title of each class:
Partners First Credit Card Master Trust Class A Floating Rate Asset Backed
Securities, Series 1998-3
Partners First Credit Card Master Trust Class B Floating Rate Asset Backed
Securities, Series 1998-3
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for 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
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This Annual Report of Form 10-K is filed in reliance on the series of no-action
letters issued by the Office of Chief Counsel, Division of Corporate Finance of
the Securities and Exchange Commission (the "Division"), stating that the
Division would raise no objection if issuers of master trust asset-backed
securities generally file a monthly Report on Form 8-K summarizing the
performance of the assets of the master trust and file an Annual Report on Form
10-K in the manner set forth below in order to comply with Section 13, 15(d) and
16 of the Securities Exchange Act of 1934, as amended. Accordingly, responses to
certain Items have been omitted from or modified in this Annual Report on
Form 10-K.
Introductory Note
-----------------
On July 27, 2001, First USA Bank, National Association a national banking
association organized under the laws of the United States (the "Bank"), which is
a direct wholly owned subsidiary of BANK ONE CORPORATION assumed all rights and
obligations of The First National Bank of Atlanta d/b/a/ Wachovia Bank Card
Services ("Wachovia") as Transferor and Servicer with respect to Partners First
Credit Card Master Trust (the "Trust") under the Amended and Restated Pooling
and Servicing Agreement dated as of January 31, 2000 between Wachovia and The
Bank of New York as Trustee (the "Trustee"), as supplemented and amended (the
"Pooling and Servicing Agreement"), pursuant to an Assumption Agreement dated as
of July 27, 2001 by and among the Bank, Wachovia and the Trustee.
The investor securities listed on page 1 hereof will be referred to collectively
herein as the "Securities". The Securities do no represent obligations of or
interests in the Bank.
The final payment with respect to Series 1998-2 Asset Backed Securities issued
by the Trust was made on June 15, 2001, and therefore information with respect
to such securities is not included in this report.
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 OR SECURITY HOLDERS
None.
2
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Securities representing investors' interests in the Trust are held and
delivered in book-entry form through the facilities of the Depository Trust
Company ("DTC"), a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended. All outstanding
Securities are held by Cede & Co., the nominee of DTC. The records of DTC
indicate that, at December 31, 2001, there were: (i) twelve (12) DTC
participants holding a position in the Class A Floating Rate Asset Backed
Securities, Series 1998-3; and (ii) three (3) DTC participants holding a
position in the Class B Floating Rate Asset Backed Securities, Series 1998-3.
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.
3
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The Securities of each Class of Series 1998-3 representing investors'
interests in the Trust are represented by one or more Securities 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 Security representing such interest
except in certain limited circumstances. Accordingly, Cede & Co. is the sole
holder of record of the Securities, which it held on behalf of brokers, dealers,
banks and other direct participants in the DTC system at December 31, 2001. At
December 31, 2001, the following direct DTC participants held positions in the
Securities representing interests in the Trust equal to or exceeding 5% of the
total principal amount of the Securities of each Class of such Series
outstanding on that date.
Amount & Nature
Name and Address of Beneficial of Beneficial % of
Title of Class Owners Ownership $(000) Ownership
-------------- ------ ---------------- ---------
Class A Floating Bank of New York (The) $35,500 6.72%
Rate Asset Backed 925 Patterson Plank Road
Securities, Series Secaucus, NJ 07094
1998-3
BNY/ITC-Dealers Clearance Special $32,500 6.16%
One Wall Street, 6th Floor
New York, NY 10286
Boston Safe Deposit and Trust Company $55,000 10.42%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
JPMorgan Chase Bank $110,000 20.83%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
Northern Trust Company (The) $27,000 5.11%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company $201,000 38.07%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
4
Class B Floating Rate Bankers Trust Company $98,000 86.73%
Rate Asset Backed 648 Grassmere Park Road
Securities, Series Nashville, TN 37211
1998-3
Bank One Trust Company, N.A. $8,000 7.08%
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240
JPMorgan Chase Bank $7,000 6.19%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240
(b) Not applicable.
(c) None.
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) Not applicable.
(ii) Not applicable.
(iii) Exhibits
99.1 Annual Independent Accountants' Servicing Reports of
KPMG LLP on Management's Assertions
(b) Reports on Form 8-K were filed monthly by the Trust during the period
covered by this report.
5
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 20, 2002.
FIRST USA BANK, NATIONAL ASSOCIATION
as Servicer
By: /s/Daniel J. Frate
-----------------------------------
Daniel J. Frate
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 20, 2002.
Signature Title
--------- -----
/s/Philip Heasley Director and Principal Executive Officer
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Philip Heasley
/s/Raymond Fischer Director, Principal Financial Officer and
- -------------------------------- Principal Accounting Officer
Raymond Fischer
/s/ Daniel J. Frate Director
- --------------------------------
Daniel J. Frate
/s/Michael Looney Director
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Michael Looney
/s/M. Carter Warren Director
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M. Carter Warren
/s/William Garner Director
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William Garner
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INDEX OF EXHIBITS
Exhibit Number Exhibit Description Page
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99.1 Annual Independent Accountants' Servicing Reports of 8
KPMG LLP on Management's Assertions
7