================================================================================
Form 10-K/A
----------------
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)
FIRST USA BANK, NATIONAL ASSOCIATION
(As Successor to Bank One, N.A.)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States 76-0039224
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
201 North Walnut Street, Wilmington, Delaware 19801
---------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (302) 594-4000
--------------
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
--- ---
================================================================================
<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 3
Page 2 of 5 Pages.
<PAGE>
This Amendment No. 1 on Form 10-K/A is being filed solely for the
purpose of filing a corrected Exhibit 99.1 which shall replace Exhibit 99.1 as
originally filed with this Form 10-K.
Item 14 (c) of Form 10-K is hereby amended in its entirety to read as
follows:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(c) Exhibits. The following documents are filed as part of this Annual
Report on Form 10-K.
99.1 Annual Servicer's Certificate
99.2 Annual Statement*
99.3 Independent Accountants' Report of Coopers & Lybrand L.L.P.
on Management's Assertions*
---------------------
* Previously filed.
3
<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 the undersigned, thereunto duly authorized.
Date: March 24, 1999
FIRST USA BANK, NATIONAL ASSOCIATION, as
Servicer, on behalf of Banc One Credit
Card Master Trust
By: /s/ Tracie Klein
----------------------------------
Name: Tracie Klein
Title: Vice President
4
Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
BANK ONE, COLUMBUS, NA
BANC ONE CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of BANK ONE,
COLUMBUS, NA, as Servicer ("Bank One, Columbus"), pursuant to the Pooling and
Servicing Agreement dated as of November 1, 1994 (as amended and supplemented,
the "Agreement"), between Bank One, Columbus, as Seller and Servicer, and
Bankers Trust Company, as Trustee, does hereby certify as follows:
1. Bank One, Columbus is, as of the date hereof, the Servicer under the
Agreement. Capitialized 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 Procedures Report, the Servicer
provided to the Trustee and Rating Agencies a report issued by a
firm of independent certified public accountants to the effect that
(i) such accountant's 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.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this 26th day of March 1998.
---- ----------
BANK ONE, N.A.
as Servicer
/s/ Thomas Ferree
------------------------------
Name: Thomas Ferree
Title: Senior Vice President
