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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, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 333-24023
FIRST USA BANK, NATIONAL ASSOCIATION
(As Successor to First National Bank of Commerce)
(Exact name of Registrant as specified in its charter)
(As Servicer on behalf of First NBC 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
(Address of principal executive offices) 19801
(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:
First NBC Credit Card Master Trust
Class A 6.15% Asset Backed Certificates, Series 1997-1
and
Class B 6.35% Asset Backed Certificates, Series 1997-1
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
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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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Introductory Note
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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 ("BANK ONE"), is the Transferor and Servicer
under the Pooling and Servicing Agreement (the "Agreement"), dated as of August
1, 1997, between the Bank, as the Transferor and the Servicer, and The Bank of
New York, as the Trustee relating to the First NBC Credit Card Master Trust (the
"Trust"), and the Supplements for all Series of Investor Certificates issued
thereunder.
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".
The Bank is the Transferor and Servicer under the Series 1997-1 Supplement to
the Agreement dated as of August 1, 1997 and the Series 1998-1 Supplement to the
Agreement dated as of September 24, 1998. The Certificates issued pursuant to
the Series 1998-1 Supplement to the Agreement were privately placed.
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 certain class actions, generally arising out of its
normal course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OR SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Certificates 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
Certificates are held by Cede & Co., the nominee of DTC. The records of DTC
indicate that, at December 31, 1999, there were: (i) twenty-six (26) DTC
participants holding a position in the Class A
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6.15% Asset Backed Certificates, Series 1997-1; and (ii) three (3) DTC
participants holding a position in the Class B 6.35% Asset Backed Certificates,
Series 1997-1.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Throughout 1999, BANK ONE executed project plans to assure Year 2000 readiness.
These plans included verifying the readiness of internal information technology
systems and equipment, and working with external entities, including customers,
vendors, utilities and governmental agencies, to verify that they had
appropriately addressed Year 2000 readiness issues. Specific business
continuity and event plans were designed to address potential disruption and
ensure that BANK ONE was positioned to rapidly respond to issues.
BANK ONE had estimated total Year 2000 readiness costs to reach $350 million
over the life of the project, and incurred total costs of approximately $343
million.
BANK ONE had an uneventful transition to the Year 2000. BANK ONE's systems,
equipment and facilities continued and continue to function normally through the
transition and into Year 2000. Normal products and services of BANK ONE have
been available to customers throughout such time, and BANK ONE experienced no
significant impact from Year 2000 readiness status of external entities. To
meet potential Year 2000 contingencies and potential liquidity needs, BANK ONE
increased the value of loans pledged to the Federal Reserve for discount window
borrowing.
On an ongoing basis, BANK ONE will continue to monitor its systems, equipment
and facilities throughout 2000 and beyond.
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.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The certificates of each Class of Series 1997-1 representing investors'
interest in the First NBC Credit Card Master Trust are represented by one
or more Certificates registered in the name of Cede & Co., the nominee of
DTC, and an investor holding an interest in the First NBC Credit Card
Master Trust is not entitled to receive a certificate representing such
interest except in certain limited circumstances. Accordingly, Cede & Co.
is the sole holder of record of the Certificates, which it held on behalf
of brokers, dealers, banks and other direct participants in the DTC system
at December 31, 1999. At December 31, 1999, the following direct
participants held positions in the Certificates representing interests in
the First NBC Credit Card Master Trust, Series 1997-1 equal to or exceeding
5% of the total principal amount of the Certificates of each Class of such
Series outstanding on that date.
PRINCIPAL % OF
CLASS A AMOUNT OWNERSHIP
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Bank of New York (The) $58,625,000 22.59%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $17,750,000 6.84%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $30,355,000 11.70%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $21,930,000 8.45%
4 New York Plaza, 13th Floor
New York, NY 10004
Northern Trust Company (The) $19,005,000 7.32%
801 S. Canal C-IN
Chicago, IL 60607
SSB - Trust Custody $24,500,000 9.44%
225 Franklin Street, M4
Boston, MA 02110
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State Street Bank and Trust Company $33,000,000 12.72%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Wachovia Bank/Safekeeping $13,000,000 5.01%
301 N. Main Street, NC 31058
Winston-Salem, NC 27150
CLASS B
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Chase Manhattan Bank $14,000,000 66.67%
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company $5,000,000 23.81%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Suntrust Bank, Atlanta $2,000,000 9.52%
303 Peachtree Street
14th Floor MC #3141
Atlanta, GA 30308
(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 Servicer's Certificate
99.2 Annual Independent Accountants' Servicing Report of
Arthur Andersen LLP on Management's Assertions
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(b) During the quarter ended December 31, 1999, the following
reports on Form 8-K were filed with respect to the Trust:
Reports dated Items Reported
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October 12, 1999 7
November 9, 1999 7
December 10, 1999 7
(c) See Item 14(a)(iii) above.
(d) Not applicable.
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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, on behalf of First NBC Credit
Card Master Trust
By: /s/Tracie H. Klein
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Name: Tracie H. Klein
Title: First Vice President
Dated: March 24, 2000
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EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
FIRST USA BANK, NATIONAL ASSOCIATION
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First NBC Credit Card Master Trust
Series 1997-1
1999 ANNUAL SERVICER'S CERTIFICATE
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The undersigned, duly authorized representatives of First USA Bank, National
Association ("First USA"), as Successor Transferor and Servicer to Bank One,
Louisiana, N.A. (as successor to First National Bank of Commerce ("FNBC")),
pursuant to the Pooling and Servicing Agreement dated as of August 1, 1997 (as
may be amended and supplemented from time to time, the "Agreement"), among First
USA, as Transferor and Servicer, and The Bank of New York, as Trustee, do
hereby certify that:
1. First USA is, as of the date hereof, Servicer under the Agreement.
Capitalized terms used in this Certificate have their respective meanings
as set forth in the Agreement.
2. The undersigned are Servicing Officers who are duly authorized pursuant to
the Agreement to execute and deliver this Certificate to the Trustee.
3. A review of the activities of Servicer during the fiscal year ended
December 31, 1999, and of its performance under the Agreement was conducted
under our supervision.
4. Based on such review, the Servicer has, to the best of our knowledge,
performed in all material respects its obligations under the Agreement
throughout such year and no default in the performance of such obligations
has occurred or is continuing except as set forth in paragraph 5.
5. The following is a description of each default in the performance of the
Servicer's obligations under the provisions of the Agreement known to us to
have been made during the fiscal year ended December 31, 1999, which sets
forth in detail (i) the nature of each such default, (ii) the action taken
by the Servicer, if any, to remedy each such default and (iii) the current
status of each such default:
During the twelve months ended December 31, 1999, the Servicer
experienced delays in the timely posting of payments to customer
accounts due to backlogs that occurred at a third party processor.
The relationship with this processor has since been terminated and as
of December 31, 1999, payments are being processed internally and in
accordance with Bank policy and usual and customary servicing
procedures. Management is working diligently to reimburse in full,
cardholders affected by the above delays, for any and all fees and
finance charges incurred as a result of the delays.
6. The report required to be delivered to the Servicer by the independent
certified public accountants pursuant to subsection 3.06(b) of the Pooling
and Servicing Agreement has been delivered to the Servicer, and such report
contains no exceptions, except for such exceptions as the independent
certified public accountants believe to be immaterial and as set forth in
paragraph 7 below.
7. The following is each exception set forth in the report required to be
delivered to the Servicer by the independent certified public accountants
pursuant to subsection 3.06(b) of the Pooling and Servicing Agreement: None
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate this
24th day of March, 2000.
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FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By: /s/ Tracie H. Klein By: /s/ Jeffrey Rigg
--------------------------- ------------------------------
Name: Tracie H. Klein Name: Jeffrey Rigg
Title: First Vice President Title: Senior Vice President-
Accounting
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EXHIBIT 99.2
[LETTERHEAD OF ARTHUR ANDERSEN]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have examined management's assertion about First USA Bank, N.A.'s (the
"Servicer") compliance with the Pooling and Servicing Agreement dated as of
August 1, 1997 between the Servicer and The Bank of New York, as Trustee for the
various Certficateholders and Enhancement Providers of First NBC Credit Card
Master Trust (the "Agreement") and the Series 1997-1 and 1998-1 Supplements
thereto (the "Supplements"), as amended (together, the "Agreements"), during the
twelve months ended December 31, 1999. Management is responsible for the
Servicer's compliance with the Agreements. Our responsibility is to express an
opinion on management's assertion about the Servicer's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Servicer's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion.
As discussed in management's assertion, management, in providing its assertion
on compliance, assumed the accuracy of the reports prepared by the Servicer's
third party credit card processor and did not extend its assessment to the
relevant aspects of the Servicer's compliance that are the responsibility of the
third party credit card processor. Accordingly, our examination did not extend
to these aspects of the Servicer's compliance that are the responsibility of the
third party credit card processor, and we do not express an opinion or any other
form of assurance on these compliance aspects.
As discussed in management's assertion, during the twelve months ended December
31, 1999, the Servicer experienced delays in the timely posting of payments to
customer accounts due to backlogs that occurred at a third party processor. The
Servicer's relationship with this processor has since been terminated and as of
December 31, 1999, payments are being processed internally and in accordance
with Bank policy and usual and customary servicing procedures.
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In our opinion, management's assertion that except for the matter discussed in
the preceding paragragh, the Servicer complied with the covenants and conditions
of the Agreements referred to in the first paragraph during the twelve months
ended December 31, 1999, is fairly stated, in all material respects.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 08, 2000
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ASSERTION BY FIRST USA BANK, N.A.
The management of First USA Bank, N.A. (the "Servicer") is responsible for
complying with the Pooling and Servicing Agreement dated as of August 1, 1997
between the Servicer and The Bank of New York (the "Agreement") and the Series
1997-1 and Series 1998-1 Supplements thereto (the "Supplements"), as amended
(together, the "Agreements").
During the twelve months ended December 31, 1999, the Servicer experienced
delays in the timely posting of payments to customer accounts due to backlogs
that occurred at a third party processor. The relationship with this processor
has since been terminated and as of December 31, 1999, payments are being
processed internally and in accordance with Bank policy and usual and customary
servicing procedures. Management is working diligently to reimburse in full,
cardholders affected by the above delays for any and all fees and finance
charges incurred as a result of the delays.
Management has performed an evaluation of the Servicer's compliance with the
Agreements and based on this evaluation management believes that except for the
matter discussed in the preceding paragraph, the Servicer has complied with the
covenants and conditions of the Agreements referred to above during the twelve
months ended December 31, 1999.
In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
our assessment does not extend to these aspects of the Servicer's compliance
that are the responsibility of the third party credit card processor, and we do
not express any form of assurance on these compliance aspects.
/s/ Michael Looney /s/ Tracie H. Klein
__________________________________ _________________________________
Michael Looney Tracie H. Klein
Executive Vice President - Operations First Vice President
/s/ Jeffrey Rigg
_________________________________
Jeffrey Rigg
Senior Vice President - Accounting
