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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 33-99334
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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
$ 369,000,000 Class A Floating Rate Asset Backed Certificates, Series 1996-A
$ 38,250,000 Class B Floating Rate Asset Backed Certificates, Series 1996-A
$ 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
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This Amendment No. 1 on Form 10-K/A is being filed solely for the purpose
of filing a corrected Exhibit (ii) which shall replace Exhibit (ii) as
originally filed with this Form 10-K.
Item 14 (a) of Form 10-K is hereby amended in its entirety to read as
follows:
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, 1998*
(ii) Annual Accountant's Report dated November 18, 1998 and related Report
of Management dated November 18, 1998 relating to sufficiency of
accounting controls
No proxy soliciting material has been distributed by the Trust.
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* Previously filed.
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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 the CC Master Credit Card Trust
II (formerly Chevy Chase Master Credit Card
Trust II)
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: First Vice President
Date: December 30, 1999
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[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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To the Board of Directors of
Chevy Chase Bank, F.S.B.:
We have examined management's assertion, included in the accompanying
Management's Report on the Effectiveness of the Internal Control Structure
Relative to the Servicing of Consumer Revolving Credit Card Receivables, that
Chevy Chase Bank, F.S.B. (the "Bank") maintained an effective internal control
structure over financial reporting relative to the servicing of consumer
revolving credit card receivables owned by Chevy Chase Master Credit Card Trust
I Series 1994-5, 1994-6, 1994-7, 1995-1 and 1997-1 and Chevy Chase Master Credit
Card Trust II Series 1995-A, 1995-B, 1995-C, 1995-D, 1996-A, 1996-B, 1996-C and
1998-A, (collectively referred to as the "Trusts" herein) as of September 29,
1998.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control structure over financial
reporting, testing, and evaluating the design and operating effectiveness of the
internal control structure, and such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control structure over financial reporting to future
periods are subject to the risk that the internal control structure may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
On September 30, 1998, the Bank sold its credit card portfolio and related
operations, including the servicing of the consumer revolving credit card
receivables, to First USA Bank, N.A.
In our opinion, management's assertion that the Bank maintained an effective
internal control structure over financial reporting relative to the servicing of
consumer revolving credit card receivables owned by the Bank's credit card
Trusts as of September 29, 1998, is fairly stated, in all material respects,
based upon criteria established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
This report is intended solely for the information and use of the board of
directors and management of the Bank, Bankers Trust Company, MBIA Insurance
Corporation, Chevy Chase Bank Holding Corporation, Credit Suisse First
Boston Corporation, Standard & Poor's, Moody's Investor Service, Alpine
Securitization Corporation and Fitch Investors Service, L.P. and should not
be used for any other purpose.
/s/ Arthur Andersen LLP
Washington, D.C.
November 18, 1998
[LETTERHEAD OF CHEVY CHASE BANK APPEARS HERE]
MANAGEMENT'S REPORT ON THE EFFECTIVENESS OF THE INTERNAL
CONTROL STRUCTURE RELATIVE TO THE SERVICING OF CONSUMER
REVOLVING CREDIT CARD RECEIVABLES
The management of the Bank is responsible for establishing and maintaining the
internal control structure. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of control procedures. The objectives of an internal control structure are
to provide management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's authorization and
recorded properly to permit the preparation of financial statements in
accordance with generally accepted accounting principles.
We performed an evaluation of the effectiveness of the Bank's internal control
structure based on the criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") relative to the servicing of consumer revolving credit card
receivables owned by Chevy Chase Master Credit Card Trust I Series 1994-5,
1994-6, 1994-7, 1995-1 and 1997-1 and Chevy Chase Master Credit Card Trust II
Series 1995-A, 1995-B, 1995-C, 1995-D, 1996-A, 1996-B, 1996-C and 1998-A
(collectively referred to as the "Trusts" herein) as of September 29, 1998, and
we determined that the Bank maintained an effective internal control structure
over financial reporting relative to the servicing of consumer revolving credit
card receivables owned by the Bank's Trusts as of September 29, 1998.
On September 30, 1998, the Bank sold its credit card portfolio and related
operations, including the servicing of the consumer revolving credit card
receivables, to First USA Bank, N.A.
However, there are inherent limitations in the effectiveness of any internal
control structure, including the possibility of human error and the
circumvention or overriding of controls. Accordingly, even an effective internal
control structure can provide only reasonable assurance with respect to
reliability of financial statements and safeguarding and management of assets.
Furthermore, the effectiveness of any internal control structure can change with
changes in circumstances.
/s/ GEORGE P. CLANEY, JR. /s/ STEPHEN R. HALPIN, JR.
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George P. Claney, Jr. Stephen R. Halpin, Jr.
Executive Vice President Executive Vice President and
Chief Financial Officer
Date Signed: March 25, 1999 Date Signed: March 25, 1999
November 18, 1998