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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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BANC ONE CREDIT CARD MASTER TRUST
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(Issuer with respect to the Certificates)
BANK ONE, N.A.
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(Exact name of registrant as specified in its charter)
UNITED STATES
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(State or other jurisdiction of incorporation)
0-25636 31-4148768
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(Commission File Number) (IRS Employer Identification Number)
100 EAST BROAD STREET, 16TH FLOOR, COLUMBUS, OH 43215
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(Address of principal executive offices) (Zip Code)
(614) 248-5944
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Registrant's telephone number, including area code
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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 ("BANC ONE") was merged (the "Merger") with
First Chicago NBD Corporation ("FCNBD") and the surviving entity is BANK ONE
CORPORATION ("BANK ONE"). 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 Banc One Credit Card Master Trust (the "Trust"), changed the independent
accountants for the Trust from Coopers & Lybrand L.L.P., now
PricewaterhouseCoopers LLP ("PwC") to Arthur Anderson 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 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) applying certain procedures agreed upon
with the Servicer to compare the mathematical calculations of certain amounts
set forth in the Servicer's certificates 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 four fiscal years ended
December 31 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 PwC believed to be immaterial, and
there were no disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between PwC and the Bank, in its capacity as servicer to 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 four 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/A.
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 hereunto duly authorized.
BANC ONE CREDIT CARD MASTER TRUST
Date: October 23, 1998 By: /s/ Tracie Klein
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Name: Tracie Klein
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Title: Vice President
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BANK ONE, N.A.
FIRST USA BANK, N.A., as Servicer
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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 Banc One 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 ("BANC ONE") was merged (the "Merger") with
First Chicago NBD Corporation ("FCNBD") and the surviving entity is BANK ONE
CORPORATION ("BANK ONE"). 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 Banc One Credit Card Master Trust (the "Trust"), changed the independent
accountants for the Trust from Coopers & Lybrand L.L.P., now
PricewaterhouseCoopers LLP ("PwC") to Arthur Anderson LLP ("AA"), historically
engaged by FCNBD. BANC 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 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) applying certain procedures agreed upon
with the Servicer to compare the mathematical calculations of certain amounts
set forth in the Servicer's certificates 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 four fiscal years ended
December 31 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 PwC believed to be immaterial, and
there were no disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between PwC and the Bank, in its capacity as servicer to 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 four 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/A.
