===============================================================================
Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-25636
Banc One Credit Card Master Trust
----------------------------------------
(Issuer with respect to the Certificates)
Bank One, N.A.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 31-4148768
- -------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Bank One, N.A. as Administrator,
800 Brooksedge Boulevard,
Westerville, Ohio 43081
Attention: Gary Unser
-------------------------------------------------
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code (614) 248-3465
-------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
7.80% Class A Asset Backed Certificates, Series 1994-C
8.00% Class B Asset Backed Certificates, Series 1994-C
6.15% Class A Asset Backed Certificates, Series 1995-A
6.30% Class B Asset Backed Certificates, Series 1995-A
6.30% Class A Asset Backed Certificates, Series 1995-B
6.45% Class B Asset Backed Certificates, Series 1995-B
Floating Rate Class A Asset Backed Certificates, Series 1996-A
Floating Rate Class B Asset Backed Certificates, Series 1996-A
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 for 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
--
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<PAGE>
The Issuer has no officer, director or beneficial owner of more than 10%
of equity securities to whom Section 16(a) of the Act applies and consequently
Item 405 of Regulation S-K does not apply.
The Issuer does not have any voting stock, has not been involved in
bankruptcy proceedings during the past five years and is not a corporate
registrant.
No documents are incorporated by reference into this Form 10-K.
Exhibit Index on Page 10
Page 2 of 14 Pages
Page 2
<PAGE>
This Annual Report on Form 10-K is filed in accordance with a letter,
dated May 26, 1995 issued by the Office of Chief Counsel, Division of
Corporation Finance of the Securities and Exchange Commission stating that the
Division will not object if the Registrant files reports pursuant to Sections 13
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") in the manner described in a letter dated May 24, 1995 to the Office of
Chief Counsel on behalf of the Registrant. Accordingly, certain items have been
omitted from or modified in this Annual Report on Form 10-K.
PART I
Item 1. Business
--------
Omitted.
Item 2. Properties
----------
The property of Banc One Credit Card Master Trust (the "Trust")
consists solely of credit card receivables. Information about
such property is contained in the Annual Servicer's Certificate
filed as Exhibit 99.1 hereto. Information relating to the
performance of the Trust for the year ended December 31, 1997 is
contained in the Annual Statement prepared by the Servicer and
filed as Exhibit 99.3 hereto.
Item 3. Legal Proceedings
-----------------
Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to Certificateholders for a vote during
the fiscal year covered by this Annual Report.
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
-------------------------------------------------------------
Investor Certificates are held and delivered in book-entry form
through the facilities of the Depository Trust Company ("DTC"), a
"clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended.
The Investor Certificates are held by Cede and Co., the nominee
of DTC.
The records of DTC indicate that, at December 31, 1997, there
were: (i) forty-eight (48) DTC Participants holding a position in
the 7.80% Class A Asset Backed Certificates, Series 1994-C; (ii)
five (5) DTC Participants holding a position in the 8.00% Class B
Asset Backed Certificates, Series 1994-C; (iii) thirty-six (36)
DTC Participants holding a position in the 6.15% Class A Asset
Backed Certificates, Series 1995-A; (iv) two (2) DTC Participants
holding a position in the 6.30% Class B Asset Backed
Page 3
<PAGE>
Certificates, Series 1995-A; (v) twenty-five (25) DTC
Participants holding a position in the 6.30% Class A Asset Backed
Certificates, Series 1995-B; (vi) one (1) DTC Participant holding
a position in the 6.45% Class B Asset Backed Certificates, Series
1995-B; (vii) twelve (12) DTC Participants holding a position in
the Floating Rate Class A Asset Backed Certificates, Series
1996-A and one (1) DTC Participant holding a position in the
Floating Rate Class B Asset Backed Certificates, Series 1996-A.
At December 31, 1997, Bank One, N.A. owned 100% of the Seller
Certificate, which represents beneficial ownership of residual
interest in the assets of the Trust. There is no established
public market in which the Certificates are traded.
Item 6. Selected Financial Data
-----------------------
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
------------------------------------------------------------
Omitted.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Information regarding the property of the Trust and the
activities of the Servicer during the year ended December 31,
1997 is contained in (i) the Annual Servicer's Certificate filed
as Exhibit 99.1 hereto and (ii) the Independent Accountants'
Report of Coopers & Lybrand L.L.P. on Management's Assertions
filed as Exhibit 99.2 hereto. Information relating to the
performance of the Trust for the period ending December 31, 1997
is contained in the Annual Statement prepared by the Servicer and
filed as Exhibit 99.3 hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
-----------------------------------------------------------
None.
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Omitted.
Item 11. Executive Compensation
----------------------
Omitted.
Page 4
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
At December 31, 1997, (i) the Seller Certificate was registered
in the name of Bank One, N.A. and (ii) all of the Investor
Certificates were registered in the name of Cede & Co., as
nominee for DTC. The records of DTC indicate that the DTC
participants listed below were holders of record of more than
five percent of any class of Investor Certificates at December
31,1997.
(3) Amount and Nature
(1)Title of (2) Name and Address of Beneficial (4)Percent
Class of Beneficial Owners Ownership $(000's) of Class
- ----------- -------------------- --------------------- ---------
7.80% Class A Bank of New York (The) $26,140 6.18%
Asset Backed 925 Patterson Plank Road
Certificates, Secaucus, NJ, 070949
Series 1994-C
Chase Manhattan Bank $50,540 11.95%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Citibank, N.A. $26,512 6.27%
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company $51,210 12.11%
801 S. Canal C-IN
Chicago, IL 60607
SSB - Custodian $154,727 36.58%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
8.00% Class B Bankers Trust Company $5,000 18.52%
Asset Backed c/o BT Services Tennessee, Inc.
Certificates, 648 Grassmere Park Road
Series 1994-C Nashville, TN 37211
Chase Manhattan Bank $12,000 44.44%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Citibank, N.A. $2,000 7.41%
P.O. Box 30576
Tampa, FL 33630-3576
Fiduciary SSB $3,000 11.11%
108 Myrtle Street
Newport Office Building
N. Quincy, MA 02171
SSB - Custodian $5,000 18.52%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Page 5
<PAGE>
6.15% Class A Bank of New York (The) $105,400 29.51%
Asset Backed 925 Patterson Plank Road
Certificates, Secaucus, NJ 07094
Series 1995-A
Bankers Trust Company $43,220 12.10%
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank $105,050 29.41%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Corestates Bank, N.A. $21,110 5.91%
P.O. Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106-7618
6.30% Class B Brown Brothers Harriman & Co. $2,000 8.77%
Asset Backed 63 Wall Street, 8th Floor
Certificates, New York, NY 10005
Series 1995-A
Chase Manhattan Bank $20,800 91.23%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
6.30% Class A Bankers Trust Company $59,675 16.71%
Asset Backed c/o BT Services Tennessee, Inc.
Certificates, 648 Grassmere Park Road
Series 1995-B Nashville, TN 37211
Bank One Trust Company N. A. $50,000 14.00%
Employee Retirement System
277 E. Town Street
Columbus, OH 43215
Boston Safe Deposit and Trust Company $25,350 7.10%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $49,725 13.92%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Firstar Trust Company $57,355 16.06%
Corporate Trust Department
1555 North Rivercenter Drive, Suite 301
Milwaukee, WI 53212
Fifth Third Bank/State Teachers $39,880 11.16%
Retirement of Ohio
275 East Broad Street
Columbus, OH 43215
Page 6
<PAGE>
6.45% Class B Chase Manhattan Bank $22,800 100.00%
Asset Backed 4 New York Plaza
Certificates, Proxy Department, 13th Floor
Series 1995-B New York, NY 10004
Floating Rate Bear, Stearns Securities Corp. $91,600 19.70%
Class A Asset One Metrotech Center North, 4th Floor
Backed Brooklyn, NY 11201-3862
Certificates,
Series 1996-A
Chase Manhattan Bank $184,610 39.70%
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Citibank, N.A. $75,000 16.13%
P.O. Box 30576
Tampa, FL 33630-3576
Fuji Bank & Trust Company $25,000 5.38%
2 World Trade Center
81st Floor
New York, NY 10048
Floating Rate Swiss American Securities, Inc $35,000 100.00%
Class B 100 Wall Street
Asset Backed New York, NY 10005
Certificates,
Series 1996-A
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None.
Page 7
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(b) Reports on Form 8-K
-------------------
(i) Reports on Form 8-K pursuant to Item 5 thereof,
containing the monthly statements and other
information reflecting the Trust's activities.
For the monthly
Dated: periods ended:
------ ---------------
February 18, 1997 January 31, 1997
March 17, 1997 February 28, 1997
April 15, 1997 March 31, 1997
May 15, 1997 April 30, 1997
June 16, 1997 May 31, 1997
July 15, 1997 June 30, 1997
August 15, 1997 July 31, 1997
September 15, 1997 August 31, 1997
October 15, 1997 September 30, 1997
November 17, 1997 October 31, 1997
December 15, 1997 November 30, 1997
January 15, 1998 December 31, 1997
(c) Exhibits. The following documents are filed as part of
this Annual Report on Form 10-K.
------------------------------------------------------
Exhibit Number Description
-------------- -----------
99.1 Annual Servicer's Certificate
99.2 Independent Accountants' Report of
Coopers & Lybrand L.L.P.
on Management's Assertions
99.3 Annual Statement prepared by Servicer
Page 8
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf of thundersigned, thereunto duly authorized.
Date: March 25, 1998
--------------
Banc One Credit Card Master Trust
By: Bank One, N.A. as Servicer
By: /s/ Tracie H. Klein
--------------------------
Name: Tracie H. Klein
Title: Vice President
Page 9
<PAGE>
INDEX OF EXHIBITS
Exhibit Number Description Page
- ------------- ----------- -----
99.1 Annual Servicer's Certificate 11
99.2 Independent Accountants' Report of 12-13
Coopers & Lybrand L.L.P. on
Management's Assertions
99.3 Annual Statement Prepared by Servicer 14
Page 10
Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
BANK ONE, N.A.
BANC ONE CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of BANK ONE, NA, as
Servicer ("Bank One, N.A."), pursuant to the Pooling and Servicing Agreement
dated as of November 1, 1994 (as amended and supplemented, the "Agreement"),
between Bank One, N.A., as Seller and Servicer, and Bankers Trust Company, as
Trustee, does hereby certify as follows:
1. Bank One, N.A. is, as of the date hereof, the Servicer under the
Agreement. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement.
2. The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate
to the Trustee.
3. A review of the activities of the Servicer during the period from
January 1, 1997 through December 31, 1997 (the "Applicable Period"),
and of its performance was conducted by me or under my supervision.
4. Based on such review, the Servicer has, to the best of my knowledge,
performed in all material respects its obligations under the
Agreement throughout the Applicable Period and no default in the
performance of such obligations has occurred or is continuing except
as set forth in paragraph 5 below.
5. The following is a description of each default in the performance of
the Servicer's obligations under the provisions of the Agreement
known to me to have been made by the Servicer during the year ended
December 31, 1997:
a) Monthly Interest for Series 1997-1 for the monthly period of
September 1997 was overstated on the Monthly Report by $322,056. The
proper amount of Monthly Interest was sent on the related
Distribution Date.
b) In March 1997, 1,046,241 accounts were added to the Trust, the
activity of 5,000 of these accounts, belonging to Bank One, Arizona,
were not included in the reporting from March 1997 to August 1997. In
addition, the original April report for Arizona was based on
estimated reports due to system issues and there were Interchange
income allocation issues pertaining to Arizona that were different
from the amount reported from March to August. The overall impact to
Excess Spread for the affected months were: a .02% increase in March
($93,202); a .05% drop in April ($146,746) and July ($123,298); and a
.01% drop in May ($29,033), June ($63,000), and August ($62,514).
c) The Servicer did not provide to the Trustee and Rating Agencies an
Annual Independent Certified Public Accountant's Report, known
generally as the Agreed Upon Procedures Report, for the period
January 1, 1996 through December 31, 1996 as defined in the
Agreement, section 3.06. The inability of the Servicer to provide
such report is the direct result 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. The Servicer's inability to provide the Agreed Upon
Procedures Report was discussed with the Trustee and the Rating
Agencies.
In lieu of providing the Agreed Upon Procedures Report, the Servicer
provided to the Trustee and the Rating Agencies a report issued by a
firm of independent certified public accountants to the effect that
(i) such accountants have examined the assertions by the Servicer's
management that, as of December 31, 1996, the Servicer maintained
effective internal controls over the servicing of the receivables and
(ii) such assertion is fairly stated in all material respects.
<PAGE>
Discussions with the Trustee and Rating Agencies on the matter
resulted in the acceptance of the Accountant's examination of
management's assertions as to the effectiveness of the internal
controls over the loans being serviced.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this 26th day of March 1998.
BANK ONE, COLUMBUS, N.A.
as Servicer
/s/ Thomas Ferree
---------------------------------------
Name: Thomas Ferree
Title: Senior Vice President
[Letterhead of Coopers & Lybrand L.L.P.]
Exhibit 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion that, as of
December 31, 1997, Bank One, N.A. maintained effective internal
control over the servicing of receivables arising in consumer credit card
accounts for the Banc One 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
irregularities 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 Bank One, N.A. maintained
effective internal control over the servicing of receivables arising in consumer
credit card accounts for the Banc One 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.
/s/ Coopers & Lybrand L.L.P.
Columbus, Ohio
March 27, 1998
<PAGE>
Assertion by Bank One, N.A.
Bank One, N.A. services the receivables arising in consumer credit card
accounts for the Banc One Credit Card Master Trust. Bank One, N.A. maintained
effective internal control over the loan servicing for the Banc One 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/ Tracie H. Klein /s/ Thomas Ferree
-------------------- ------------------
Tracie H. Klein Thomas Ferree
Vice President Senior Vice President
Exhibit 99.3
Banc One Credit Card Master Trust
Annual Statement
December 31, 1997
<TABLE>
<CAPTION>
Series Series Series Series
1994-B 1994-C 1995-A 1995-B
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
1. Amounts distributed to Certificateholders
during 1997:
(a) Principal 950,000,000 0 0 0
(b) Interest 60,233,958 35,154,000 23,404,200 23,974,200
---------- ---------- ---------- ----------
(c) Total 1,010,233,958 35,154,000 23,404,200 23,974,200
2. As of December 31, 1997, the amount 0 0 0 0
that the unpaid principal amount of the
Certificates exceeded the invested amount.
3. As of December 31, 1997:
(a) Trust Principal Receivables
(b) Trust Finance Charge Receivables
(c) Total
4.Invested Amount as of December 31, 1997:
(a) Class A 0 423,000,000 357,200,000 357,200,000
(b) Class B 0 27,000,000 22,800,000 22,800,000
- ---------- ---------- ----------
(c) Total 0 450,000,000 380,000,000 380,000,000
5. As of December 31, 1997:
(a) Principal Allocation Percentage 0.00% 9.27% 7.83% 7.83%
(b) Floating Allocation Percentage 0.00% 9.27% 7.83% 7.83%
6. During 1997:
(a) Principal Collected 1,220,995,525 636,670,793 537,633,114 537,633,114
(b) Finance Charges Collected 125,247,257 82,187,613 69,402,873 69,402,873
7. Shared Principal Collected 739,972,137 673,941,679 569,106,306 569,106,306
8. Excess Finance Charge during 1997 4,200,005 769,377 8,819,488 8,249,488
9. Delinquencies as of December 31, 1997:
(a) 30 - 59 days
(b) 60 - 89 days
(c) 90 days +
10. Defaulted Amount during 1997 54,344,033 37,270,886 31,473,193 31,473,193
11. During 1997:
(a) Class A Investor Charge-offs 0 0 0 0
(b) Class A Investor Charge-offs 0 0 0 0
12. 1997 Servicing Fee 13,681,793 8,993,349 7,594,384 7,594,384
13. Portfolio Yield (average year to date)
14. Series Enhancement Available as of
December 31, 1997:
(a) Available to Class A n/a 39,429,341 34,200,000 34,200,000
(b) Available to Class B n/a 4,500,000 3,800,000 3,800,000
-------- --------- --------- ---------
(c) Total 0 43,929,341 38,000,000 38,000,000
15. The amount of Series Enhancement used
during 1997:
(a) To fund Class A Required Amount 1,978,900 2,668,622 654,663 751,348
(b) To fund Class B Required Amount 338,823 188,274 44,597 50,768
16. Series Enhancement Fees paid in 1997 415,958 249,038 204,623 180,095
17. Reallocated Principal Collections in 1997 0 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Investor's
Series Series Series Interest Seller's
1996-A 1997-1 1997-2 All Series Interest Total Trust
-------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
1. Amounts distributed to Certificateholders
during 1997:
(a) Principal 0 0 950,000,000
(b) Interest 29,763,316 32,192,298 4,467,595 209,189,567
---------- ---------- --------- -------------
(c) Total 29,763,316 32,192,298 4,467,595 1,159,189,567
2. As of December 31, 1997, the amount 0 0 0 0
that the unpaid principal amount of the
Certificates exceeded the invested
amount.
3. As of December 31, 1997:
(a) Trust Principal Receivables 4,851,861,708
(b) Trust Finance Charge Receivables 120,054,624
-------------
(c) Total 4,971,916,331
4. Invested Amount as of December 31, 1997:
(a) Class A 465,000,000 1,700,000,000 900,000,000 4,202,400,000
(b) Class B 35,000,000 n/a n/a 107,600,000
----------- ------------- ----------- -------------
(c) Total 500,000,000 1,700,000,000 900,000,000 4,310,000,000
5. As of December 31, 1997:
(a) Principal Allocation Percentage 10.30% 35.02% 18.54% 88.79% 11.21% 100.00%
(b) Floating Allocation Percentage 10.30% 35.02% 18.54% 88.79% 11.21% 100.00%
6. During 1997:
(a) Principal Collected 707,411,992 798,015,602 116,608,982 4,554,969,122 2,405,732,247 6,960,701,369
(b) Finance Charges Collected 91,319,570 102,871,257 14,706,844 555,138,287 342,967,074 898,105,360
7. Shared Principal Collected 748,824,087 848,340,932 123,450,251 4,272,741,700
8. Excess Finance Charge during 13,050,395 10,666,894 2,124,459 47,880,106
9. Delinquencies as of December 31, 1997:
(a) 30 - 59 days 118,418,876
(b) 60 - 89 days 78,069,949
(c) 90 days + 146,014,535
10.Defaulted Amount during 1997 41,412,096 50,325,330 6,841,269 253,139,998 154,012,468 407,152,466
11.During 1997:
(a) Class A Investor Charge-offs 0 0 0 0
(b) Class A Investor Charge-offs 0 0 0 0
12.1997 Servicing Fee 9,992,610 10,577,778 1,400,000 59,834,298
13.Portfolio Yield (average year to date) 11.65%
14.Series Enhancement Available as of
December 31, 1997:
(a) Available to Class A 50,000,000 216,750,000 114,750,000
(b) Available to Class B n/a n/a n/a
---------- ----------- -----------
(c) Total 50,000,000 216,750,000 114,750,000
15.The amount of Series Enhancement used
during 1997:
(a) To fund Class A Required Amount 663,827 1,753,040 0 8,470,399
(b) To fund Class B Required Amount 53,320 0 0 675,782
16.Series Enhancement Fees paid in 199 295,959 262,438 35,344 1,643,455
17.Reallocated Principal Collections in 1997 0 0 0
</TABLE>
