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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): JULY 1, 1998
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FIRST USA BANK, NATIONAL ASSOCIATION
(AS SUCCESSOR TO BANK ONE, N.A.)
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(Exact name of registrant as specified in its charter)
(AS SERVICER ON BEHALF OF BANC ONE CREDIT CARD MASTER TRUST)
UNITED STATES
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(State or other jurisdiction of incorporation)
0-25636 76-0039224
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(Commission File Number) (IRS Employer Identification Number)
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
BANK ONE, N.A. ON BEHALF OF BANC ONE CREDIT CARD MASTER TRUST
100 EAST BROAD STREET, 16TH FLOOR, COLUMBUS, OHIO 43215
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(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. OTHER EVENTS
Effective July 1, 1998, First USA Bank, N.A., (the "Bank"), which is a
wholly owned subsidiary of First USA Financial, which is a wholly
owned subsidiary of BANC ONE CORPORATION, replaced BANK ONE, N.A. as
the Seller and the Servicer under the Pooling and Servicing Agreement
dated as of November 1, 1994 between BANK ONE, N.A. as Seller and
Servicer, and Bankers Trust Company, as Trustee, pursuant to which
Banc One Credit Card Master Trust was formed. Concurrently, all
consumer Visa and MasterCard credit card accounts previously held by
other bank subsidiaries of BANC ONE CORPORATION were consolidated in
the Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.01 Amendment No. 2 to the Pooling and Servicing Agreement
dated as of July 1, 1998.
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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 hereunto duly authorized.
FIRST USA BANK, N.A., AS SERVICER, ON BEHALF OF
BANC ONE CREDIT CARD MASTER TRUST
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
Date: November 6, 1998
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT PAGE
99.01 Amendment No. 2 to the Pooling and Servicing 5
Agreement dated as of July 1, 1998.
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EXHIBIT 99.01
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BANK ONE, COLUMBUS, N.A.,
as Seller and Servicer,
and
BANKERS TRUST COMPANY,
as Trustee
AMENDMENT NO. 2
Dated as of July 1, 1998
Amending the
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1994
between the Seller and Servicer
and the Trustee
Relating to the
BANC ONE CREDIT CARD MASTER TRUST
and amending the
SUPPLEMENTS
for all Series of Investor Certificates issued thereunder
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AMENDMENT NO. 2
TO POOLING AND SERVICING AGREEMENT AND TO
SUPPLEMENTS THEREUNDER
AMENDMENT NO. 2 (this "AMENDMENT"), dated as of July 1, 1998 (the
"EFFECTIVE DATE"), to the POOLING AND SERVICING AGREEMENT dated as of November
1, 1994 (as amended and otherwise supplemented, the "POOLING AGREEMENT"),
between BANK ONE, N.A., as the Seller and the Servicer, and BANKERS TRUST
COMPANY, as the Trustee, relating to the BANC ONE CREDIT CARD MASTER TRUST and
to each Supplement for a Series of Investor Certificates issued thereunder
outstanding on the Effective Date.
Each capitalized term that is used, but not defined, herein shall have
the meaning specified in the Pooling Agreement.
WHEREAS, the Seller, the Servicer and the Trustee wish to amend the
Pooling Agreement (in the manner set forth below) to provide that, beginning on
the Effective Date, (i) First USA Bank, N.A. (f.k.a. First USA Bank), shall
replace Bank One, N.A. (f.k.a. Bank One, Columbus, N.A.) as Seller and Servicer
under the Pooling Agreement and (ii) additional certain transfers of the
Seller's Interest will be permitted under the conditions set forth herein;
WHEREAS, First USA Bank, N.A., has agreed to assume all of Bank One,
N.A.'s rights, obligations and liabilities as Seller and Servicer under the
Pooling Agreement;
WHEREAS, the Seller and the Servicer wish to amend the Supplements for
each Series of Investor Certificates issued under the Pooling Agreement which is
outstanding on the Effective Date;
WHEREAS, pursuant to Section 13.01(a) of the Pooling Agreement, each
such amendment may be effected without the consent of any of the
Certificateholders subject to the satisfaction of the conditions set forth in
Section 5 hereof;
NOW, THEREFORE, pursuant to Section 13.01(a) of the Pooling Agreement,
the Seller, the Servicer and the Trustee hereby agree as follows:
1. AMENDMENT OF SECTION 1.01 OF THE POOLING AGREEMENT. As of the
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Effective Date, the definition of the term "Bank" appearing in Section 1.01 of
the Pooling Agreement is hereby amended and restated in its entirety to read as
follows :
(b) "Bank" shall mean First USA Bank, N.A.
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2. AMENDMENT OF SECTION 2.07(C) OF THE POOLING AGREEMENT. As of the
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Effective Date, Section 2.07(c) of the Pooling Agreement shall be amended and
restated in its entirety to read as follows:
(c) Seller's Interest. Except for the conveyances hereunder, in
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connection with any transaction permitted by Section 7.02 and as
provided in Sections 2.08(f) and 6.03,
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the Seller agrees not to transfer, assign, exchange or otherwise
convey or pledge, hypothecate or otherwise grant a security interest
in the Seller's Interest represented by the Bank Certificate or any
Supplemental Certificate and any such attempted transfer, assignment,
exchange, conveyance, pledge, hypothecation or grant shall be void
unless the Seller shall have consented in writing to such transfer and
unless the Trustee shall have received an Opinion of Counsel that such
transfer (i) does not adversely affect the conclusions reached in any
of the federal income tax opinions dated the applicable Closing Date
issued in connection with the original issuance of any Series of
Investor Certificates and (ii) will not cause the Trust to be deemed
to be an association or "publicly traded partnership" (within the
meaning of Section 7704(b) of the Code) taxable as a corporation.
3. AMENDMENT OF SECTION 2.01(a) OF EACH SUPPLEMENT.
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(a) As of the Effective Date, the definition of the term "Net Servicing
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Fee Rate" appearing in Section 2.01(a) of each Supplement for a Series of
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Investor Certificates that is outstanding on the Effective Date is hereby
amended and restated in its entirety to read as follows:
"Net Servicing Fee Rate" shall mean (i) for so long as the Bank
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is the Servicer under the Agreement, 0.25% per annum, (ii) for so long
as the Trustee (or its agent) is the Servicer under the Agreement,
0.75% per annum and (iii) if any other Person is the Servicer under
the Agreement, 2.00% .
(b) As of the Effective Date, the definition of the term "Servicing Fee
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Rate" appearing in Section 2.01(a) of each Supplement for a Series of Investor
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Certificates that is outstanding on the Effective Date is hereby amended and
restated in its entirety to read as follows:
"Servicing Fee Rate" shall mean (i) for so long as the Bank is
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the Servicer under the Agreement, 1.50% and (ii) if any other Person
is the Servicer under the Agreement, 2.00%.
(c) As of the Effective Date, the definition of the term "Base Rate",
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"Series 1997-1 Base Rate"or "Series 1997-2 Base Rate", as applicable, appearing
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in Section 2.01(a) of each Supplement for a Series of Investor Certificates that
is outstanding on the Effective Date is hereby amended by replacing the words
"the Monthly Servicing Fee" in such definition with the words "an amount equal
to one-twelfth of the product of (a) 2.00% and (b) the Servicing Base Amount".
4. CHANGE OF REFERENCES AND EXCHANGE OF BANK CERTIFICATE. All
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references to "Bank One, Columbus, N.A." or to "Bank One, N.A." in the Pooling
Agreement, including all Supplements and exhibits thereto, shall, as of the
Effective Date, be references to "First USA Bank, N.A.". On the Effective Date,
Bank One shall surrender the Bank Certificate to the Trustee, and First USA
shall execute and the Trustee shall authenticate a replacement Bank Certificate
in the name of First USA Bank, N.A.; provided, however, that such surrender and
replacement shall take place without regard to the provisions of Section 6.03(c)
of the Pooling Agreement.
5. CONDITIONS PRECEDENT. The effectiveness of this Amendment
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shall be
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subject to the satisfaction of the following conditions precedent:
(a) the Seller shall have received written notice from each Rating Agency
that this Amendment will not have a Ratings Effect;
(b) the Seller shall have delivered copies of each such written notice to
the Servicer and the Trustee; and
(c) the Seller shall have delivered to the Trustee and each provider of
Series Enhancement an Officer's Certificate of the Seller stating that the
Seller reasonably believes that this Amendment will not, based on the facts
known to the officer at the time of such certification, have a material adverse
effect on the interests of the Certificateholders.
6. NO FURTHER AMENDMENTS. Except as amended hereby, the Pooling
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Agreement and each Supplement thereto shall remain unmodified and in full force
and effect.
7. GOVERNING LAW. This Amendment, the Pooling Agreement and each
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Supplement thereto, as amended hereby, shall be construed in accordance with the
laws of the State of New York, without reference to its conflict-of-laws
provisions; and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.
8. COUNTERPARTS. This Amendment may be executed in counterparts, all
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of which, together, shall constitute one and the same agreement.
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers.
BANK ONE, N.A.,
as the Seller and the Servicer
By: /s/ Suzanne Bachman
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Name: Suzanne Bachman
Title: Vice President
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Lillian K. Peros
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Name: Lillian K. Peros
Title: Vice President
Acknowledged and agreed to, including the
assumption by the undersigned of all
rights, obligations and liabilities of
the Seller and the Servicer under the
aforementioned agreements, as of the
Effective Date.
FIRST USA BANK, N.A.
By: /s/ Suzanne Bachman
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Name: Suzanne Bachman
Title: Vice President
