================================================================================ 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 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 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, N.A. FIRST CHICAGO MASTER TRUST II 2001 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 ............. 11 SIGNATURES Signatures ........................................................................... 12 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 Asset Backed Certificates, Series 1998-V was made on October 15, 2001; and therefore, information with respect to such 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, 2001. PART I ITEM 1. BUSINESS Not applicable. ITEM 2. PROPERTIES The information set forth in the Current Reports on Form 8-K dated October 15, 2001, November 15, 2001, and December 17, 2001, 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. 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 and Management's Assertion regarding compliance 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, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Goldman, Sachs & Co. 32,825 6.57% 180 Maiden Lane New York, NY 10038 HSBC Bank USA/Treasury Investment 55,300 11.06% 140 Broadway-Level A New York, NY 10015 JPMorgan Chase Bank 126,490 25.30% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240 Mizuho Trust & Banking Co. (USA) 40,000 8.00% 666 Fifth Avenue, Suite 802 New York, NY 10103 Northern Trust Company (The) 35,000 7.00% 801 S. Canal C-IN Chicago, IL 60607 Prudential Securities Custody 80,200 16.04% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 State Street Bank and Trust Company 31,500 6.30% 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 UBS Warburg LLC/CMO 37,125 7.43% 1000 Harbor Boulevard Weekhawken, NJ 07087 - ------------------------------------------------------ 5 Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates, Series 1995-O as of December 31, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Bankers Trust Company 37,170 7.43% 648 Grassmere Park Road Nashville, TN 37211 Boston Safe Deposit and Trust Co. 25,550 5.11% c/o Mellon Bank, N.A. Three Mellon Bank Center, Rm 153-3015 Pittsburgh, PA 15259 JPMorgan Chase Bank 185,485 37.10% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240 Mizuho Trust & Banking Co. (USA) 25,000 5.00% 666 Fifth Avenue, Suite 802 New York, NY 10103 Prudential Securities Custody 87,000 17.40% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 State Street Bank and Trust Company 87,630 17.53% 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, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Bank of New York (The) 96,810 10.76% 925 Patterson Plank Road Secaucus, NJ 07094 6 Deutsche Bank A. G., 50,000 5.56% New York Branch 34 Exchange Pl Jersey City, NJ 07311 HSBC Bank USA/Treasury Investment 71,200 7.91% 140 Broadway-Level A New York, NY 10015 JPMorgan Chase Bank 127,835 14.20% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240 Northern Trust Company (The) 181,780 20.20% 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 163,310 18.15% 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, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Bank of New York (The) 82,945 11.85% 925 Patterson Plank Road Secaucus, NJ 07094 Boston Safe Deposit and Trust Company 120,890 17.27% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Citibank, N.A. 62,390 8.91% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122 7 JPMorgan Chase Bank 183,910 26.27% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240 State Street Bank and Trust Company 189,300 27.04% 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 1997-U as of December 31, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Boston Safe Deposit and Trust Co. 100,000 25.00% c/o Mellon Bank, N.A. Three Mellon Bank Center, Rm 153-3015 Pittsburgh, PA 15259 Citibank, N.A. 70,565 17.64% Building B/Floor 1 3800 Citicorp Center Tampa Tampa, FL 33610-9122 JPMorgan Chase Bank 109,635 27.41% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240 State Street Bank and Trust Company 42,000 10.50% 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 - ------------------------------------ 8 Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1999-W as of December 31, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Bank of New York (The) 39,790 5.31% 925 Patterson Plank Road Secaucus, NJ 07094 Citibank, N.A. 76,515 10.20% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122 JPMorgan Chase Bank 188,960 25.19% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240 Northern Trust Company (The) 109,470 14.60% 801 S. Canal C-IN Chicago, IL 60607 Prudential Securities Custody 49,610 6.61% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 State Street Bank and Trust Company 186,245 24.83% 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, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Bank of New York (The) 65,750 8.77% 925 Patterson Plank Road Secaucus, NJ 07094 Citibank, N.A. 40,000 5.33% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122 9 Prudential Securities Custody 189,390 25.25% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 State Street Bank and Trust Company 441,860 58.91% 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-Y as of December 31, 2001, are as follows: NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ --------- Bankers Trust Company 47,450 8.63% 648 Grassmere Park Road Nashville, TN 37211 Boston Safe Deposit and Trust Company 45,920 8.35% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Citibank, N.A. 102,700 18.67% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122 JPMorgan Chase Bank 33,800 6.15% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240 State Street Bank and Trust Company 290,380 52.80% 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. 10 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 20, 2002. 2. Annual Independent Public Accountant's Report dated February 15, 2002 and Management's Assertion regarding compliance. 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. 11 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 ----------------------------- 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 ----------------------------- Michael Looney /s/ M. Carter Warren Director ----------------------------- M. Carter Warren /s/ William Garner Director ----------------------------- William Garner 12