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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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(Amendment No. 1)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from July 1, 1997 to December 31, 1997
Commission file number 33-99362
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FIRST USA BANK
(Exact name of registrant as specified in charter)
(As Servicer on behalf of First USA Credit Card Master Trust)
DELAWARE 76-0039224
(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) 594-4117
Securities registered to Section 12(g) of the Act: NONE
Securities registered pursuant to Section 12(b) of the Act:
Series 1993-1, Floating Rate Asset Backed Certificates
Series 1993-3, Floating Rate Asset Backed Certificates
Series 1994-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1994-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1994-7, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1994-8, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-1, Class A Floating Rate Asset Backed Certificates
Series 1995-2, Class A Floating Rate Asset Backed Certificates
Series 1995-3, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-4, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-5, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1995-6, Class A Floating Rate Asset Backed Certificates and Class B
Floating Rate Asset Backed Certificates
Series 1996-1, Class A Floating Rate Asset Backed Certificates and Class B
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, 6.42% Class A Asset Backed Certificates and 6.58% Class B 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 1997-10, 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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Part IV, Item 14 as hereby amended in its entirety to read as follows:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 10-K
(a) The following documents are filed as part of this Report:
3. Exhibits:
99.00 Independent Accountants' Reports of Coopers & Lybrand
L.L.P. on Management's Assertions. The Annual Independent
Accountants' Servicing Reports relate to compliance with
the requirements of Section 3.06 of the Pooling and
Servicing Agreement (the "Agreement") dated as of
September 1, 1992 between First USA Bank (the "Bank"), as
transferor and servicer, and The Bank of New York
(Delaware), as trustee (the "Trustee"). The report
required by Section 3.06(b), known generally as the Agreed
Upon Procedures Report, is not being filed with this
report because of a change in AICPA's Professional
Standards (SAS#75) which governs the preparation and
distribution of such report. In general, SAS#75 limits the
usage of this report unless the users take responsibility
for the specific procedures to be performed. However, a
report, required by Section 3.06(a), issued by a firm of
independent certified public accountants to the effect
that (i) such accountants have examined the assertions
made by the Bank's management that, as of December 31,
1997, the Bank maintained effective internal controls over
the servicing of the receivables and (ii) such assertion
is fairly stated in all material respects is being filed.
In addition, a report issued by a firm of independent
certified public accountants to the effect that (i) such
accountants have examined the assertions made by the
Bank's management that, as of December 31, 1997, the Bank
complied with the covenants and conditions of Sections
2.06, 2.07, 2.08, 3.01(b), 3.04(a) and (b), 3.05, 3.06(a)
and (b), 4.02(a), (b) and (c) and 4.03 of the Agreement
and (ii) such assertion is fairly stated in all material
respects is also being filed as a part of this report.
(b) Not applicable
(c) See item 14(a)3 above
(d) Not applicable
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the
Registrant's Annual Report on Form 10K to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST USA BANK,
As Servicer
By: /s/ Tracie H. Klein
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Tracie H. Klein
Vice President
Date: May 13, 1998
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3
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EXHIBIT 99.00
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion that, as of December
31, 1997, First USA Bank, a subsidiary of BANC ONE CORPORATION, maintained
effective internal control over the servicing of receivables arising in consumer
credit card accounts for First USA Credit Card Master Trust.
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 over the loan servicing
process, testing and evaluating the design and operating effectiveness of the
internal control, 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, errors or fraud may
occur and not be detected. Also, projections of any evaluation of the internal
control over the loan servicing process to future periods are subject to the
risk that the internal control may become inadequate because of changes in
conditions, or that the degree of compliance with the policies and procedures
may deteriorate.
In our opinion, management's assertion that First USA Bank maintained effective
internal control over the servicing of receivables arising in consumer credit
card accounts for the First USA Credit Card Master Trust as of December 31,
1997, is fairly stated, in all material respects, based upon criteria
established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as described in Internal Control--Integrated Framework. Such
criteria and our testing of management's assertion included the following:
Control Environment
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Testing of controls in place to ensure the Pooling and Servicing Agreement and
related amendments have been approved by the appropriate parties.
Testing of controls in place to ensure segregation of Master Trust loans such to
indicate appropriate ownership.
Risk Assessment
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Testing of controls in place to ensure risk with respect to compliance with the
pooling and servicing agreement is appropriately addressed in a timely manner
when either specifics with respect to a transaction change, or other issues or
concerns are identified.
<PAGE>
Control Activities
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Testing of controls in place to ensure approval of new additions to the Master
Trust by appropriate parties.
Testing of controls in place to ensure changes with respect to the status of an
account are made by authorized personnel only.
Testing of controls in place to ensure timely distribution of payments to
investors.
Information and Communication
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Testing of controls in place to ensure accurate and complete reporting of
account information in the Monthly Investor Report.
Monitoring
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Testing of controls in place to ensure daily account activity is appropriately
reflected in the Master Trust.
Testing of controls in place to ensure appropriate review and approval of
Monthly Investor Reports.
/s/ Coopers & Lybrand L.L.P.
Columbus, Ohio
March 27, 1998
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Assertion by First USA Bank
First USA Bank, a subsidiary of BANC ONE CORPORATION, services the receivables
arising in consumer credit card accounts for the First USA Credit Card Master
Trust. First USA Bank maintained effective internal control over the loan
servicing for the First USA Credit Card Master Trust as of December 31, 1997,
based upon criteria established by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) as described in Internal Control--Integrated
Framework.
/s/ Peter W. Atwater
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Peter W. Atwater
Executive Vice President
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion about First USA
Bank's, a subsidiary of BANC ONE CORPORATION, compliance with the covenants and
conditions of Sections 2.06, 2.07, 2.08, 3.01(b), 3.04(a) and (b), 3.05, 3.06(a)
and (b), 4.02(a), (b), and (c) and 4.03 of the Pooling and Servicing Agreement
dated as of September 1, 1992 (the Agreement) as amended, for the respective
Pooling and Servicing Agreement Supplements, noted in Attachment 1, (the
Supplements) related to each Credit Card Master Trust Series listed, as amended
from time to time (together the Agreements) between First USA Bank and The Bank
of New York (Delaware) during the six months ended December 31, 1997.
Management is responsible for First USA Bank's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company'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 First USA Bank'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. Our examination does not provide a legal
determination on First USA Bank's compliance with specified requirements.
As discussed in management's assertion, management, in providing its assertion
on compliance, assumed the accuracy of the reports prepared by First USA Bank's
third party credit card processor and did not extend its assessment to the
relevant aspects of First USA Bank's compliance that are the responsibility of
the third party credit card processor. Accordingly and in accordance with
Section 3.06(a) of the Agreement, our examination did not extend to these
aspects of First USA Bank'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.
In our opinion, management's assertion that First USA Bank complied with the
covenants and conditions of the sections in the Agreement and the Supplements
referred to above for the six months ended December 31, 1997 is fairly stated,
in all material respects.
/s/ Coopers & Lybrand L.L.P.
Columbus, Ohio
April 24, 1998
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ATTACHMENT I
<TABLE>
<CAPTION>
Pooling & Servicing
Agreement
Credit Card Master Trust Series Supplement Date Compliance Period
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
First USA Credit Card Master Trust Series 1993-1 09/01/92 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1993-3 10/01/93 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1994-2 04/14/94 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1994-3 06/01/94 07/01/97-07/15/97
First USA Credit Card Master Trust Series 1994-4 06/01/94 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1994-5 07/30/94 07/01/97-09/15/97
First USA Credit Card Master Trust Series 1994-6 07/30/94 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1994-7 11/08/94 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1994-8 11/08/94 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1995-1 03/01/95 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1995-2 03/01/95 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1995-3 05/16/95 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1995-4 09/14/95 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1995-5 09/14/95 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1995-6 12/07/95 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-1 03/06/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-E1 05/02/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-2 06/04/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-3 06/06/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-4 08/06/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-6 11/13/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-7 12/11/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1996-8 12/11/96 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1997-1 02/04/97 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1997-2 05/08/97 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1997-3 06/10/97 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1997-4 06/10/97 07/01/97-12/31/97
First USA Credit Card Master Trust Series 1997-5 08/07/97 08/07/97-12/31/97
First USA Credit Card Master Trust Series 1997-6 09/09/97 09/09/97-12/31/97
First USA Credit Card Master Trust Series 1997-7 09/09/97 09/09/97-12/31/97
First USA Credit Card Master Trust Series 1997-8 09/23/97 09/23/97-12/31/97
First USA Credit Card Master Trust Series 1997-9 10/09/97 10/09/97-12/31/97
First USA Credit Card Master Trust Series 1997-10 12/23/97 12/23/97-12/31/97
</TABLE>
<PAGE>
ASSERTION BY FIRST USA BANK
First USA Bank, a subsidiary of BANC ONE CORPORATION, services the receivables
arising in consumer credit card accounts for the First USA Credit Card Master
Trust. First USA Bank complied with the covenants and conditions of Sections
2.06, 2.07, 2.08, 3.01(b), 3.04(a) and (b), 3.05, 3.06(a) and (b), 4.02(a), (b),
and (c), and 4.03 of the Pooling and Servicing Agreement dated as of September
1, 1992 (the Agreement), as amended, for the respective Pooling and Servicing
Agreement Supplements, noted in Attachment 1, (the Supplements) related to each
Credit Card Master Trust Series listed, as amended from time to time (together
the Agreements) between First USA Bank and The Bank of New York (Delaware)
during the six months ended December 31, 1997.
In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by First USA Bank's third party credit card processor and did
not extend our assessment to the relevant aspects of First USA Bank's compliance
that are the responsibility of the third party credit card processor.
Accordingly, and in accordance with Section 3.06(a) of the Agreement, our
assessment does not extend to these aspects of First USA Bank's compliance that
are the responsibility of the third party credit card processor, and we do not
express form of assurance on these compliance aspects.
/s/ Peter W. Atwater
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Peter W. Atwater
Executive Vice President
