================================================================================
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 33-99362
----------------------------
FIRST USA BANK, NATIONAL ASSOCIATION
(Exact name of registrant as specified in its charter)
(As Servicer on behalf of First USA Credit Card Master Trust)
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:
Series 1994-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-2, Class A Floating Rate Asset Backed Certificates
Series 1996-2, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-8, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-1, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-2, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-3, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-5, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-6, Class A 6.42% Asset Backed Certificates and Class B 6.58% Asset
Backed Certificates
Series 1997-7, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-8, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1997-9, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1998-1, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1998-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1998-5, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1998-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1998-8, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1998-9, Class A 5.28% Asset Backed Certificates and Class B 5.55% Asset
Backed Certificates
Series 1999-1, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1999-2, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1999-3, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1999-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 2001-1, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 2001-2, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 2001-3, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 2001-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
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
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FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST
2001 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE
----
Introductory Note.............................................................................. 3
PART I
PAGE
----
ITEM 1. Business......................................................................... 5
ITEM 2. Properties....................................................................... 5
ITEM 3. Legal Proceedings................................................................ 6
ITEM 4. Submission of Matters to a Vote of Security Holders.............................. 6
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters............ 7
ITEM 6. Selected Financial Data.......................................................... 9
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................................... 9
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk....................... 9
ITEM 8. Financial Statements and Supplementary Data...................................... 9
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................................... 9
PART III
ITEM 10. Directors and Executive Officers of the Registrant............................... 9
ITEM 11. Executive Compensation........................................................... 9
ITEM 12. Security Ownership of Certain Beneficial Owners and Management................... 9
ITEM 13. Certain Relationships and Related Transactions................................... 38
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................. 39
SIGNATURES
Signatures ................................................................................. 40
2
Introductory Note
-----------------
First USA Bank, National Association (the "Bank") is the transferor and servicer
(in such capacities, the "Transferor" and the "Servicer") under the Pooling and
Servicing Agreement (the "Agreement"), dated as of September 1, 1992, and the
following series supplements (the "Supplements"):
Supplement Dated as of
---------- -----------
1994-6 July 30, 1994
1995-2 March 1, 1995
1996-2 June 4, 1996
1996-4 August 6, 1996
1996-6 November 13, 1996
1996-8 December 11, 1996
1997-1 February 4, 1997
1997-2 May 8, 1997
1997-3 June 10, 1997
1997-4 June 10, 1997
1997-5 August 7, 1997
1997-6 September 9, 1997
1997-7 September 9, 1997
1997-8 September 23, 1997
1997-9 October 9, 1997
1998-1 May 21, 1998
1998-4 July 22, 1998
1998-5 August 27, 1998
1998-6 August 27, 1998
1998-8 September 17, 1998
1998-9 December 22, 1998
1999-1 February 24, 1999
1999-2 February 24, 1999
1999-3 May 4, 1999
1999-4 May 26, 1999
2001-1 January 30, 2001
2001-2 March 19, 2001
2001-3 March 29, 2001
2001-4 May 16, 2001
The Agreement and Supplements are by and between the Bank, as Transferor and
Servicer, and The Bank of New York (Delaware) as trustee (the "Trustee"),
providing for the issuance of First USA Credit Card Master Trust Asset Backed
Certificates (the "Certificates"). The Bank is the originator of the First USA
Credit Card Master Trust (the "Registrant"). The Certificates do not represent
obligations of or interests in the Bank. Lomas Bank USA, the predecessor of the
Bank, applied for an exemption from certain reporting requirements pursuant to
Section 12(h) of the Securities and Exchange Act of 1934. The Securities and
Exchange Commission granted Lomas Bank USA an exemption from certain reporting
requirements pursuant to an Order of the Securities and Exchange Commission
dated March 28, 1989. The Bank is relying on such order in not responding to
various items of Form 10-K. Such items are designated herein as "Not
Applicable."
The Bank is a direct, wholly owned subsidiary of BANK ONE CORPORATION ("BANK
ONE").
Effective September 17, 1999, the Bank was merged with and into FCC National
Bank, an affiliated national banking association, and the surviving entity. The
surviving entity was renamed "First USA Bank, National Association".
3
In addition to the issuance of the Certificates described above, the First USA
Credit Card Master Trust has issued the following interests in the Trust:
. Class B Floating Rate Asset Backed Certificates, Series 1995-2, issued
pursuant to the Agreement and the Series 1995-2 Supplement dated as of
March 1, 1995.
. Class A Floating Rate Asset Backed Certificates and Class B Floating Rate
Asset Backed Certificates issued pursuant to the Agreement and the Series
1998-2 Supplement dated as of May 21, 1998.
. Class A Variable Funding Asset Backed Certificates and Class B Variable
Funding Asset Backed Certificates issued pursuant to the Agreement and the
Series 1999-A Supplement dated as of June 28, 1999.
. Class A Variable Funding Asset Backed Certificates and Class B Variable
Funding Asset Backed Certificates issued pursuant to the Agreement and the
Series 1999-B Supplement dated as of June 28, 1999.
. Collateral Invested Amounts, CIA Certificates and Excess Collateral which
represent credit enhancement to certain series were issued pursuant to the
Agreement and the related series Supplements.
The First USA Credit Card Master Trust has made the following final payments
with respect to the following Series:
. The final payments with respect to Series 1994-4 Asset Backed Certificates
and Series 1994-8 Asset Backed Certificates were made on November 15, 2001.
. The final payment with respect to Series 1996-1 Asset Backed Certificates
was made on March 15, 2001.
. The final payment with respect to Series 1997-10 Asset Backed Certificates
was made on January 17, 2001.
. The final payments with respect to Series 1998-3 Asset Backed Certificates
and Series 1998-7 Asset Backed Certificates were made on June 18, 2001 and
August 20, 2001, respectively.
Therefore, information with respect to such certificates is not included in this
report.
4
PART I
ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
The property of the First USA Credit Card Master Trust (the "Trust") includes
and will include receivables (the "Receivables") arising under certain VISA(R)
and MasterCard(R)* revolving credit card accounts (the "Accounts") selected by
the Transferor from a portfolio of VISA and MasterCard credit card accounts
owned by First USA Bank, National Association (the "Transferor"), all monies due
or to become due in payment of the Receivables, all proceeds of the Receivables
and all monies on deposit in certain bank accounts of the Trust (other than
certain investment earnings on such amounts), all amounts received by the
Transferor or the Servicer with respect to Receivables in accounts which are
written off as uncollectible ("Recoveries") and any Enhancement issued with
respect to any undivided ownership interest in the assets of the Trust issued
from time to time in one or more Series ("Series") or any class of such Series
(a "Class"). The term "Enhancement" means, with respect to any Series or Class,
any letter of credit, cash collateral account or guaranty, collateral invested
amount, guaranteed rate agreement, maturity guaranty facility, tax protection
agreement, interest rate swap or other contract or agreement for the benefit of
certificateholders of such Series or Class. Enhancement may also take the form
of subordination of one or more classes of a Series to any other Class or
Classes of a Series or a cross-support feature which requires collections on
receivables of one Series to be paid as principal and/or interest with respect
to another Series.
The Transferor originally conveyed to the Trustee all Receivables existing under
certain Accounts that were selected by the Transferor from the portfolio of VISA
and MasterCard credit card accounts owned by the Transferor (the "Bank
Portfolio"), based on criteria provided in the Pooling and Servicing Agreement
as applied on August 21, 1992 (the "Cut Off Date"). Since the Cut Off Date, the
Transferor has transferred to the Trust the Receivables in certain additional
Accounts ("Additional Accounts") in accordance with the provisions of the
Pooling and Servicing Agreement. The Transferor expects from time to time
(subject to certain limitations and conditions), and in certain circumstances
will be obligated, to designate Additional Accounts the Receivables in which
will be included in the Trust. The Transferor will transfer to the Trust all
Receivables in such Additional Accounts, whether such Receivables are then
existing or thereafter created. The addition to the Trust of Receivables in
Additional Accounts will be subject to certain conditions including, among
others, that (a) each such Additional Account must be an eligible account at the
time of its designation for inclusion in the Trust and (b) no selection
procedure believed by the Transferor to be materially adverse to the interests
of the holders of any Series of certificates will have been used in selecting
such Additional Accounts.
The Receivables conveyed to the Trust have arisen and will arise in Accounts
selected from the Bank Portfolio on the basis of criteria set forth in the
Pooling and Servicing Agreement (the "Trust Portfolio"). The Receivables in the
Trust Portfolio, as of the close of business on December 31, 2001, consisted of
$35,441,778,098.79 of Principal Receivables and $689,630,539.28 of Finance
Charge Receivables. As of December 31, 2001, Cardholders whose Accounts are
included in the Trust Portfolio, had billing addresses in 50 states, the
District of Columbia and other United States territories and possessions.
______________________
*VISA(R) and MasterCard(R) and are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
5
The following table summarizes the Composition by Period of Delinquency for the
Trust Portfolio as of the close of business on December 31, 2001. Because the
future composition of the Trust Portfolio may change over time, this table is
not necessarily indicative of the composition of the Trust Portfolio at any
subsequent time.
Composition by Period of Delinquency
Trust Portfolio
Period of Delinquency Percentage
(Days Contractually Amount of of Total
Delinquent) Receivables Receivables
---------- ----------- -----------
30 to 59 Days ................... $ 523,818,312.65 1.45%
60 to 89 Days ................... $ 379,140,322.18 1.05%
90 to 119 Days .................. $ 282,026,938.94 0.78%
120 to 149 Days ................. $ 211,723,033.23 0.59%
150 to 179 Days ................. $ 174,776,310.60 0.48%
180 or More Days ................ $ 0.00 0.00%
Total ........................... $1,571,484,917.60 4.35%
================= =====
The aggregate amount of Receivables written off during the twelve-month
reporting period was $2,135,431,998. The investor percentage of Principal
Receivables written off (the "Investor Default Amount") during the reporting
period was $1,659,314,507. The Investor Default Amount as a percentage of the
average invested amount outstanding during the reporting period was
approximately 6.26%.
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.
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of December 31, 2001, the number of holders of record identified by the
Depository Trust Company for the respective Series is as follows:
Investor Certificate Description Record Holders
- ----------------------------------------------------------------------------
Series 1994-6 Class A 17
Series 1994-6 Class B 4
Series 1995-2 Class A 23
Series 1996-2 Class A 11
Series 1996-2 Class B 4
Series 1996-4 Class A 12
Series 1996-4 Class B 3
Series 1996-6 Class A 26
Series 1996-6 Class B 8
Series 1996-8 Class A 12
Series 1996-8 Class B 3
Series 1997-1 Class A 12
Series 1997-1 Class B 5
Series 1997-2 Class A 17
Series 1997-2 Class B 7
Series 1997-3 Class A 10
Series 1997-3 Class B 2
Series 1997-4 Class A 10
Series 1997-4 Class B 3
Series 1997-5 Class A 11
Series 1997-5 Class B 2
Series 1997-6 Class A 61
Series 1997-6 Class B 14
Series 1997-7 Class A 14
Series 1997-7 Class B 3
Series 1997-8 Class A 8
Series 1997-8 Class B 3
7
Investor Certificate Description Record Holders
- ---------------------------------------------------------------------------
Series 1997-9 Class A 3
Series 1997-9 Class B 1
Series 1998-1 Class A 18
Series 1998-1 Class B 5
Series 1998-4 Class A 14
Series 1998-4 Class B 6
Series 1998-5 Class A 16
Series 1998-5 Class B 3
Series 1998-6 Class A 4
Series 1998-6 Class B 2
Series 1998-8 Class A 6
Series 1998-8 Class B 2
Series 1998-9 Class A 47
Series 1998-9 Class B 17
Series 1999-1 Class A 12
Series 1999-1 Class B 4
Series 1999-2 Class A 11
Series 1999-2 Class B 2
Series 1999-3 Class A 24
Series 1999-3 Class B 5
Series 1999-4 Class A 10
Series 1999-4 Class B 4
Series 2001-1 Class A 9
Series 2001-1 Class B 4
Series 2001-2 Class A 15
Series 2001-2 Class B 4
Series 2001-3 Class A 9
Series 2001-3 Class B 2
Series 2001-4 Class A 8
Series 2001-4 Class B 4
There is no established public market in which the Certificates are traded.
8
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
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
(a) The following sets forth certain information believed by the Registrant to
be accurate based on information provided to it concerning the beneficial
ownership of investor certificates. Number of certificates identifies the number
of $1,000 minimum denomination certificates beneficially owned by each such
investor.
9
Beneficial owners of more than 5% of the Series 1994-6 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 163,450 21.79%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 41,800 5.57%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 67,600 9.01%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Investors Bank & Trust Company 92,000 12.27%
200 Clarendon Street, 9th Floor
Corporate Actions Unit/TOP57
Boston, MA 02116
JPMorgan Chase Bank 202,600 27.01%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 123,025 16.40%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Boston Safe Deposit and Trust Company 16,000 27.41%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 26,600 45.56%
3800 Citibank Center B3-15
Tampa, FL 33610
10
JPMorgan Chase Bank 14,780 25.32%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
_________________________________________
Beneficial owners of more than 5% of the Series 1995-2 Class A investor
certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 56,335 8.54%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 95,634 14.49%
648 Grassmere Park Road
Nashville, TN 37211
Brown Brothers Harriman & Co. 39,500 5.98%
63 Wall Street, 8th Floor
New York, NY 10005
JPMorgan Chase Bank 181,784 27.54%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Mizuho Trust & Banking Co. (USA) 40,000 6.06%
666 Fifth Avenue, Suite 802
New York, NY 10103
State Street Bank and Trust Company 41,066 6.22%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
United States Trust Company of New York 43,431 6.58%
499 Washington Boulevard
JC3 7th Floor
Jersey City, NJ 07310
Wells Fargo Bank Minnesota, N.A. 41,450 6.28%
733 Marquette Avenue N9306-051
Minneapolis, MN 55479
_______________________________________
11
Beneficial owners of more than 5% of the Series 1996-2 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 44,320 7.39%
925 Patterson Plank Road
Secaucus, NJ 07094
JPMorgan Chase Bank 193,990 32.33%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Prudential Securities Custody 51,590 8.60%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company 249,485 41.58%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank of New York (The) 7,000 12.89%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 13,000 23.94%
648 Grassmere Park Road
Nashville, TN 37211
Citibank, N.A. 20,000 36.83%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 14,300 26.34%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
___________________________________
12
Beneficial owners of more than 5% of the Series 1996-4 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 29,000 5.80%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 69,710 13.94%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Deutsche Banc Alex. Brown Inc. 46,700 9.34%
Proxy Department
P. O. Box 1776
Baltimore, MD 21203
Harris Trust and Savings Bank 35,000 7.00%
111 W. Monroe Street
Chicago, IL 60603
JPMorgan Chase Bank 173,590 34.72%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JPMorgan Chase Bank/ 25,000 5.00%
Correspondence Clearing Services 2
One Chase Manhattan Plaza 4-B
New York, NY 10081
Merrill Lynch, Pierce Fenner & Smith 70,000 14.00%
Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
CLASS B
- -------
Bankers Trust Company 26,930 59.61%
648 Grassmere Park Road
Nashville, TN 37211
13
Boston Safe Deposit and Trust Company 16,050 35.52%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
_______________________________________
Beneficial owners of more than 5% of the Series 1996-6 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 201,882 23.40%
925 Patterson Plank Rd
Secaucus, NJ 07094
Deutsche Bank A.G., New York Branch 76,936 8.92%
34 Exchange Place
Jersey City, NJ 07311
JPMorgan Chase Bank 143,250 16.61%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JP Morgan Chase Bank/Greenwich Capital 59,500 6.90%
4 New York Plaza, 21st Floor
New York, NY 10004
Merrill Lynch, Pierce Fenner & Smith 123,051 14.26%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
State Street Bank and Trust Company 152,582 17.69%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank of New York (The) 6,420 8.23%
925 Patterson Plank Road
Secaucus, NJ 07094
Bank One Trust Company, N.A. 5,000 6.41%
340 South Cleveland Avenue, Building 350
Columbus, OH 43240
14
Boston Safe Deposit and Trust Company 6,800 8.72%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
JPMorgan Chase Bank 32,997 42.30%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Swiss American Securities Inc. 23,000 29.49%
12 East 49th Street, 41st Floor
New York, NY 10017
________________________________________
Beneficial owners of more than 5% of the Series 1996-8 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Boston Safe Deposit and Trust Company 55,600 13.90%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 82,500 20.63%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 78,800 19.70%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 142,700 35.68%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Boston Safe Deposit and Trust Company 4,800 13.26%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 5,000 13.81%
3800 Citibank Center B3-15
Tampa, FL 33610
15
JPMorgan Chase Bank 26,400 72.93%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
________________________________________
Beneficial owners of more than 5% of the Series 1997-1 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 135,350 18.05%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 148,482 19.80%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Investors Bank & Trust - Institutional Custody 49,147 6.55%
200 Clarendon Street, 9th Floor
Corporate Actions Unit/TOP 57
Boston, MA 02116
JPMorgan Chase Bank 189,000 25.20%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 179,189 23.89%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bankers Trust Company 27,370 40.39%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 20,450 30.18%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
16
JPMorgan Chase Bank 16,900 24.94%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
________________________________________
Beneficial owners of more than 5% of the Series 1997-2 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 35,100 7.02%
925 Patterson Plank Road
Secaucus, NJ 07094
JPMorgan Chase Bank 336,915 67.38%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 36,628 7.33%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank One Trust Company, N. A. 10,000 22.13%
340 South Cleveland Avenue, Building 350
Columbus, OH 43240
Citibank, N. A. 3,250 7.19%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 3,150 6.97%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JPMorgan Chase Bank/CCSG 26,180 57.95%
P. O. Box 2558
Houston, TX 77252
________________________________________
17
Beneficial owners of more than 5% of the Series 1997-3 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 107,145 21.43%
925 Patterson Plank Road
Secaucus, NJ 07094
Brown Brothers Harriman & Co. 60,480 12.10%
63 Wall Street, 8th Floor
New York, NY 10005
JPMorgan Chase Bank 79,800 15.96%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Northern Trust Company (The) 75,000 15.00%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 119,575 23.92%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Citibank, N.A. 5,000 11.07%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 40,180 88.93%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
________________________________________
18
Beneficial owners of more than 5% of the Series 1997-4 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bankers Trust Company 58,683 11.74%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 100,000 20.00%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Deutsche Banc Alex. Brown Inc. 52,000 10.40%
Proxy Department
P. O. Box 1776
Baltimore, MD 21203
JPMorgan Chase Bank 165,650 33.13%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Morgan Stanley & Co. Incorporated 72,694 14.54%
One Pierrepoint Plaza, 7th Floor
Brooklyn, NY 11201
CLASS B
- -------
Citibank, N.A. 5,000 11.07%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 20,180 44.66%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JPMorgan Chase Bank/CCSG 20,000 44.27%
P. O. Box 2558
Houston, TX 77252
_____________________________________
19
Beneficial owners of more than 5% of the Series 1997-5 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 117,490 18.08%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 88,354 13.59%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 90,100 13.86%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 100,916 15.53%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Northern Trust Company (The) 54,729 8.42%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 96,124 14.79%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
Swiss American Securities Inc. 40,000 6.15%
12 East 49th Street
New York, NY 10017
CLASS B
- -------
Bank of New York (The) 22,735 38.71%
925 Patterson Plank Road
Secaucus, NJ 07094
20
JPMorgan Chase Bank 36,000 61.29%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
_____________________________________
Beneficial owners of more than 5% of the Series 1997-6 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 95,667 7.36%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 203,948 15.69%
648 Grassmere Park Road
Nashville, TN 37211
Barclays Global Investors N.A./ 80,445 6.19%
Investors Bank & Trust
980 9th Street, 6th Floor
Sacramento, CA 95814
Boston Safe Deposit and Trust Company 74,645 5.74%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
JPMorgan Chase Bank 415,411 31.95%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Northern Trust Company (The) 129,725 9.98%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 72,954 5.61%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
21
CLASS B
- -------
Bank of New York (The) 45,480 38.72%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 6,242 5.31%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
JPMorgan Chase Bank 34,132 29.06%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Salomon Smith Barney Inc./Salomon Brothers 16,703 14.22%
333 W. 34th Street, 3rd Floor
New York, NY 10001
State Street Bank and Trust Company 8,911 7.59%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
_____________________________________
Beneficial owners of more than 5% of the Series 1997-7 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 120,512 24.10%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 212,178 42.44%
648 Grassmere Park Road
Nashville, TN 37211
Barclays Global Investors N.A./ 69,988 14.00%
Investors Bank & Trust
980 9th Street, 6th Floor
Sacramento, CA 95814
JPMorgan Chase Bank 32,650 6.53%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
22
JP Morgan Chase Bank/ 25,194 5.04%
Correspondence Clearing Services 2
One Chase Manhattan Plaza 4-B
New York, NY 10081
CLASS B
- -------
Boston Safe Deposit and Trust Company 9,000 19.92%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
JPMorgan Chase Bank/CCSG 35,930 79.53%
P. O. Box 2558
Houston, TX 77252
_____________________________________
Beneficial owners of more than 5% of the Series 1997-8 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
JPMorgan Chase Bank 111,300 14.27%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JPMorgan Chase Bank/CCSG 206,200 26.44%
P.O. Box 2558
Houston, TX 77252
United States Trust Company of New York 370,500 47.50%
JC3 7th Floor
499 Washington Boulevard
Jersey City, NJ 07310
CLASS B
- -------
Bankers Trust Company 20,000 28.38%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank/CCSG 30,482 43.24%
P. O. Box 2558
Houston, TX 77252
23
State Street Bank and Trust Company 20,000 28.38%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
___________________________________________
Beneficial owners of more than 5% of the Series 1997-9 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 355,155 71.03%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 107,000 21.40%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
State Street Bank and Trust Company 37,845 7.57%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
JPMorgan Chase Bank/CCSG 45,180 100.00%
P.O. Box 2558
Houston, TX 77252
___________________________________________
Beneficial owners of more than 5% of the Series 1998-1 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 225,050 32.15%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 116,762 16.68%
648 Grassmere Park Road
Nashville, TN 37211
24
Boston Safe Deposit and Trust Company 41,085 5.87%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 58,753 8.39%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 88,845 12.69%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 134,375 19.20%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bankers Trust Company 17,000 26.88%
648 Grassmere Park Road
Nashville, TN 37211
Credit Suisse First Boston 5,000 7.90%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
JPMorgan Chase Bank 6,000 9.49%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JPMorgan Chase Bank/CCSG 30,253 47.83%
P.O. Box 2558
Houston, TX 77252
SSB - Bank Portfolio 5,000 7.90%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
___________________________________________
25
Beneficial owners of more than 5% of the Series 1998-4 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 90,400 12.91%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 196,995 28.14%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 96,245 13.75%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 123,255 17.61%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 55,000 7.86%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Wells Fargo Bank Minnesota, N.A., 38,000 5.43%
733 Marquette Avenue N9306-051
Minneapolis, MN 55479
CLASS B
- -------
Bankers Trust Company 25,253 39.92%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank 27,500 43.48%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
___________________________________________
26
Beneficial owners of more than 5% of the Series 1998-5 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 141,250 21.73%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 98,025 15.08%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 37,500 5.77%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 66,800 10.28%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Merrill Lynch, Pierce Fenner & Smith 35,000 5.38%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
State Street Bank and Trust Company 195,630 30.10%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bankers Trust Company 33,735 57.44%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 20,000 34.05%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
27
JPMorgan Chase Bank 5,000 8.51%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
___________________________________________
Beneficial owners of more than 5% of the Series 1998-6 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Citibank, N.A. 200,000 25.00%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank/CCSG 265,000 33.13%
P.O. Box 2558
Houston, TX 77252
Merrill Lynch, Pierce Fenner & Smith 300,000 37.50%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
CLASS B
- -------
Bankers Trust Company 30,000 41.50%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank/CCSG 42,289 58.50%
P.O. Box 2558
Houston, TX 77252
___________________________________________
Beneficial owners of more than 5% of the Series 1998-8 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Boston Safe Deposit and Trust Company 25,000 5.00%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
28
Citibank, N.A. 110,000 22.00%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 93,000 18.60%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Merrill Lynch, Pierce Fenner & Smith 225,000 45.00%
Safekeeping
4 Corporate Place
Piscataway, NJ 08855
Swiss American Securities Inc. 30,000 6.00%
12 East 49th Street, 41st Floor
New York, NY 10017
CLASS B
- -------
Bank of New York (The) 3,000 6.64%
925 Patterson Plank Road
Secaucus, NJ 07094
JPMorgan Chase Bank/CCSG 42,180 93.36%
P.O. Box 2558
Houston, TX 77252
___________________________________________
Beneficial owners of more than 5% of the Series 1998-9 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 75,216 11.57%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 226,255 34.81%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 82,215 12.65%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
29
JPMorgan Chase Bank 32,875 5.06%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Northern Trust Company (The) 41,796 6.43%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 65,449 10.07%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank of New York (The) 26,283 58.63%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 3,300 7.36%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
JPMorgan Chase Bank 10,000 22.31%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
SSB - Bank Portfolio 2,411 5.38%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
___________________________________________
Beneficial owners of more than 5% of the Series 1999-1 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 125,495 12.55%
925 Patterson Plank Road
Secaucus, NJ 07094
30
Bankers Trust Company 92,700 9.27%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank 297,345 29.73%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 406,520 40.65%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank of New York (The) 25,361 28.07%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 35,000 38.73%
648 Grassmere Park Road
Nashville, TN 37211
Mizuho Trust & Banking Co. (USA) 25,000 27.67%
666 Fifth Avenue, Suite 802
New York, NY 10103
Wells Fargo Bank Minnesota, N.A. 5,000 5.53%
733 Marquette Avenue, N9306-051
Minneapolis, MN 55479
___________________________________________
Beneficial owners of more than 5% of the Series 1999-2 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 163,500 32.70%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 150,700 30.14%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
31
Brown Brothers Harriman & Co. 49,980 10.00%
63 Wall Street, 8th Floor
New York, NY 10005
Citibank, N.A. 46,350 9.27%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 48,200 9.64%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
CLASS B
- -------
Bankers Trust Company 25,000 55.33%
648 Grassmere Park Road
Nashville, TN 37211
Mizuho Trust & Banking Co. (USA) 20,180 44.67%
666 Fifth Avenue, Suite 802
New York, NY 10103
___________________________________________
Beneficial owners of more than 5% of the Series 1999-3 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bankers Trust Company 154,885 22.13%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 73,968 10.57%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 46,905 6.70%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 56,070 8.01%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
32
State Street Bank and Trust Company 301,870 43.12%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bankers Trust Company 17,000 31.39%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 5,500 10.15%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Brown Brothers Harriman & Co. 3,000 5.54%
63 Wall Street, 8th Floor
New York, NY 10005
JPMorgan Chase Bank 8,667 16.00%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Mizuho Trust & Banking Co. (USA) 20,000 36.92%
666 Fifth Avenue, Suite 802
New York, NY 10103
___________________________________________
Beneficial owners of more than 5% of the Series 1999-4 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 107,500 21.50%
925 Patterson Plank Road
34 Exchange Pl
Jersey City, NJ 07311
Boston Safe Deposit and Trust Company 78,750 15.75%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Deutsche Bank, A.G., New York Branch 29,700 5.94%
34 Exchange Pl
Jersey City, NJ 07311
33
HSBC Bank USA/Treasury Investment 48,000 9.60%
140 Broadway - Level A
New York, NY 10015
JPMorgan Chase Bank 103,800 20.76%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Northern Trust Company (The) 60,000 12.00%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 50,000 10.00%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank of Tokyo-Mitsubishi Trust Company 8,691 22.46%
Trust Operations Dept Plaza 3
5th Floor Harborside Fin'L Ctr
Jersey City, NJ 07311-1904
Citibank, N. A. 20,000 51.69%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 9,000 23.26%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
___________________________________________
Beneficial owners of more than 5% of the Series 2001-1 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Boston Safe Deposit and Trust Company 225,000 30.00%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
34
Citibank, N.A. 75,000 10.00%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 285,300 38.04%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Merrill Lynch, Pierce Fenner & Smith 117,000 15.60%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
CLASS B
- -------
Bank One Trust Company, N.A. 10,000 17.23%
340 South Cleveland Avenue, Building 350
Columbus, OH 43240
JPMorgan Chase Bank 10,000 17.23%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Merrill Lynch, Pierce Fenner & Smith 18,036 31.08%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
Mizuho Trust & Banking Co. (USA) 20,000 34.46%
666 Fifth Avenue, Suite 802
New York, NY 10103
___________________________________________
Beneficial owners of more than 5% of the Series 2001-2 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Bank of New York (The) 233,000 18.64%
925 Patterson Plank Road
Secaucus, NJ 07094
35
Bankers Trust Company 220,500 17.64%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 169,757 13.58%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Citibank, N.A. 90,000 7.20%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 177,250 14.18%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Northern Trust Company (The) 98,500 7.88%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 172,000 13.76%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bankers Trust Company 30,000 31.02%
648 Grassmere Park Road
Nashville, TN 37211
Merrill Lynch, Pierce Fenner & Smith 45,727 47.27%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
Mizuho Trust & Banking Co. (USA) 20,000 20.68%
666 Fifth Avenue, Suite 802
New York, NY 10103
__________________________________________
36
Beneficial owners of more than 5% of the Series 2001-3 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Boston Safe Deposit and Trust Company 120,000 19.05%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
Brown Brothers Harriman & Co. 45,000 7.14%
63 Wall Street, 8th Floor
New York, NY 10005
JPMorgan Chase Bank 173,000 27.46%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 261,000 41.43%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank of New York (The) 16,000 32.82%
925 Patterson Plank Road
Secaucus, NJ 07094
Merrill Lynch, Pierce Fenner & Smith 32,750 67.18%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
_____________________________________________
Beneficial owners of more than 5% of the Series 2001-4 Class A and Class B
investor certificates as of December 31, 2001, are as follows:
NUMBER OF % OF
CERTIFICATES OWNERSHIP
------------ ---------
CLASS A
- -------
Boston Safe Deposit and Trust Company 125,800 20.97%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
37
Citibank, N.A. 30,000 5.00%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank 205,000 34.17%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
State Street Bank and Trust Company 205,000 34.17%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
CLASS B
- -------
Bank of New York (The) 15,000 32.31%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 15,000 32.31%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company 13,428 28.92%
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
State Street Bank and Trust Company 3,000 6.46%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
__________________________________________
(b) Not applicable.
(c) Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
38
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:
3. Exhibits:
99.00 Independent Accountants' Reports of KPMG LLP on
Management's Assertions.
(b) Not applicable.
(c) See item 14(a)3 above.
(d) Not applicable.
39
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
- -----------------------------
Raymond Fischer Principal Accounting Officer
/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
40