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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) OCTOBER 2, 1998
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FIRST USA BANK, NATIONAL ASSOCIATION
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(Exact name of registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST USA CREDIT CARD MASTER TRUST)
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LAWS OF THE UNITED STATES 33-99362 76-0039224
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<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation or organization) Number)
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201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
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(Address of principal executive offices) (Zip Code)
302/594-4117
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Registrant's telephone number, including area code
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 2, 1998, the parent corporation for First USA Bank, N.A.,
(the "Bank"), Banc One Corporation, was merged (the "Merger") with First Chicago
NBD Corporation ("FCNBD") and the surviving entity is BANK ONE CORPORATION
("BANK ONE"). Following the merger, the Bank is an indirect, wholly owned
subsidiary of BANK 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 PricewaterhouseCoopers
LLP, (formerly "Coopers & Lybrand L.L.P.") ("PwC"), to Arthur Andersen LLP
("AA"), historically engaged by FCNBD. BANK ONE has selected AA as the
certifying accountant for the merged entity. Selection of AA as the certifying
accountant was recommended to the Banc One Audit Committee on July 20, 1998. The
Banc One Audit Committee approved the selection and so reported to the Banc One
Board of Directors on July 21, 1998. The sole reason for the change of the
independent accountants for the Trust was to align the independent accountants
of the Trust with those of BANK 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, (ii) examining, in
accordance with standards established by the American Institute of Certified
Public Accountants, the assertion of the Servicer that it has complied with
certain covenants and conditions set forth in the Master Pooling and Servicing
Agreement for the Trust and (iii) 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 PwC with respect to the
Trust for the fiscal year ended December 31, 1997, and the reports of Ernst &
Young LLP ("Ernst & Young") for the prior two fiscal years ended June 30, 1996
and June 30, 1997 did not state that either (x) the assertions of the Servicer
in clauses (i) and (ii) above were not fairly stated, in all material respects
or (y) the amounts referred to in clause (iii) above were not in agreement,
except for such exceptions as such accounting firm believed to be immaterial,
and there were no disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between either such accounting firm and the Bank, in its
capacity as servicer of the Trust, in connection with such reports and there
have been no such disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between PWC and the Bank, in its capacity as servicer of the
Trust, during the period from December 31, 1997 through the date of this filing.
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 BANK ONE.
In the two fiscal years prior to AA's appointment and the period from
December 31, 1997 through the date of AA's appointment, the Bank, in its
capacity as servicer of the Trust, did not consult AA in any matter with respect
to the Trust.
A letter from PwC stating their agreement with the statements made
herein is filed as Exhibit 16.01 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed as part of this report:
(16.01) Letter regarding Change in Certifying Accountant
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SIGNATURE
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 thereunto duly authorized.
FIRST USA BANK, N.A.
By:/s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
Date: October 23, 1998
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EXHIBIT INDEX
Exhibit No. Description Page No.
16.01 Letter regarding Change in Certifying Accountant 5
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[PricewaterhouseCoopers LLP]
October 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by First USA Bank, N.A. in its capacity as
servicer of the First USA Credit Card Master Trust (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of the Form
8-K/A, as part of the Company's Form 8-K/A report for the month of October 1998.
We agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 2, 1998, the parent corporation for First USA Bank, N.A.,
(the "Bank"), Banc One Corporation, was merged (the "Merger") with First Chicago
NBD Corporation ("FCNBD") and the surviving entity is BANK ONE CORPORATION
("BANK ONE"). Following the merger, the Bank is an indirect, wholly owned
subsidiary of BANK 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 PricewaterhouseCoopers
LLP, (formerly "Coopers & Lybrand L.L.P.") ("PwC"), to Arthur Andersen LLP
("AA"), historically engaged by FCNBD. BANK ONE has selected AA as the
certifying accountant for the merged entity. Selection of AA as the certifying
accountant was recommended to the Banc One Audit Committee on July 20, 1998. The
Banc One Audit Committee approved the selection and so reported to the Banc One
Board of Directors on July 21, 1998. The sole reason for the change of the
independent accountants for the Trust was to align the independent accountants
of the Trust with those of BANK 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, (ii) examining, in
accordance with standards established by the American Institute of Certified
Public Accountants, the assertion of the Servicer that it has complied with
certain covenants and conditions set forth in the Master Pooling and Servicing
Agreement for the Trust and (iii) 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 PwC with respect to the
Trust for the fiscal year ended December 31, 1997, and the reports of Ernst &
Young LLP ("Ernst & Young") for the prior two fiscal years ended June 30, 1996
and June 30, 1997 did not state that either (x) the assertions of the Servicer
in clauses (i) and (ii) above were not fairly stated, in all material respects
or (y) the amounts referred to in clause (iii) above were not in agreement,
except for such exceptions as such accounting firm believed to be immaterial,
and there were no disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between either such accounting firm and the Bank, in its
capacity as servicer of the Trust, in connection with such reports and there
have been no such disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between PWC and the Bank, in its capacity as servicer of the
Trust, during the period form December 31, 1997 through the date of this filing.
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 BANK ONE.
In the two fiscal years prior to AA's appointment and the period from
December 31, 1997 through the date of AA's appointment, the Bank, in its
capacity as servicer of the Trust, did not consult AA in any matter with respect
to the Trust.
A letter from PwC stating their agreement with the statements made
herein is filed as Exhibit 16.01 to this Form 8-K.
