SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 23, 1997
(Date of earliest event reported)
FIRST USA BANK
(Exact name of Registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST USA CREDIT CARD MASTER TRUST)
DELAWARE 33-99362 76-0039224
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or Number) Identification
organization)
201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
(Address of principal executive offices) (Zip code)
(302) 594-4000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 27, 1997, the parent corporation for First USA Bank
(the "Bank"), First USA, Inc., was merged (the "Merger") with and into BANC
ONE CORPORATION ("BANC ONE"), at which time the separate corporate
existence of First USA, Inc. ceased. As a result of the Merger, the Bank is
now an indirect, wholly owned subsidiary of BANC ONE. In connection with
such merger, the Bank, in its capacity as servicer of the First USA Credit
Card Master Trust (the "Trust"), changed the independent accountants for
the Trust from Ernst & Young LLP ("Ernst & Young") to Coopers & Lybrand
L.L.P. ("Coopers & Lybrand"), who serve as independent accountants for BANC
ONE. The sole reason for the change of the independent accountants was to
align the independent accountants of the Trust with those of BANC ONE.
The Trust does not have financial statements and the reports of
independent accountants for the Trust are limited to (i) examining the
assertion of the Servicer that it has maintained effective internal control
over the servicing of credit card accounts under the Master Pooling and
Servicing Agreement for the Trust, in accordance with standards established
by the American Institute of Certified Public Accountants and (ii)
comparing the mathematical calculations of each amount set forth in the
monthly servicer's certificates prepared by the Servicer with the
Servicer's computer reports, which were the source of such amounts.
Therefore, the standards enumerated in Item 304 of Regulation S-K under the
Securities and Exchange Act of 1934 ("Item 304"), which apply to audits of
financial statements, are not applicable to the services performed for the
Trust by independent accountants. Nonetheless, the reports of Ernst & Young
with respect to the Trust for the two fiscal years ended June 30 prior to
their replacement did not state that either (x) the assertion of the
Servicer in clause (i) above was not fairly stated, in all material
respects or (y) the amounts referred to in clause (ii) above were not in
agreement, except for such exceptions as Ernst & Young believed to be
immaterial, and there were no disagreements (as defined in the instructions
to Item 304 of Regulation S-K) between Ernst & Young and the Bank, in its
capacity as servicer of the Trust, in connection with such reports. The
decision to change accountants was made in connection with the Merger in
order to align the independent accountants of the Trust with those of BANC
ONE.
In the two years prior to Coopers & Lybrand's appointment, the
Bank, in its capacity as servicer of the Trust, did not consult Coopers &
Lybrand in any matter with respect to the Trust.
A letter from Ernst & Young stating their agreement with the
statements made herein is attached hereto as Exhibit 16.01.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
The following exhibit is filed as part of this report:
(16.01) Letter regarding Change in Certifying Accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 14, 1998 FIRST USA BANK
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By:/s/Tracie H. Klein
Tracie H. Klein
Vice President
EXHIBIT INDEX
Exhibit No. Description Page No.
16.01 Letter regarding Change in Certifying
Accountant 6
EXHIBIT 16.01
Ernst & Young LLP Suite 1500 Phone: 214 969 8000
2121 San Jacinto Street Fax: 214 969 8587
Dallas, Texas 75201 Telex:6710375
April 10, 1998
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 31, 1998, of First USA Bank (as
Servicer on behalf of First USA Credit Card Master Trust) and are in
agreement with the statements contained in paragraphs 1, 2, and 4 on pages
2 and 3 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
Ernst & Young LLP
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
