ITEM 1. BUSINESS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
The information set forth in the Current Reports on Form 8-K dated October 15, 2001, November 15, 2001, and December 17, 2001, as filed by the Registrant with respect to the Master Trust II, is incorporated herein by reference. (Certain terms used but not defined in this Form 10-K Annual Report have the meanings assigned, respectively, in the Agreement, filed as Exhibits 4.1, 4.7, 4.9, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.27, and 4.28 to the Registrant's Form S-3 Registration Statement No. 333-49625.)
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to the Master Trust II, involving the Master Trust II, the Trustee or the Registrant. The Bank is a defendant in various lawsuits, including lawsuits seeking class action certification in both state and federal courts. These lawsuits challenge certain policies and practices of the Bank's credit card business. A few of these lawsuits have been conditionally certified as class actions. The Bank has defended itself against claims in the past and intends to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, the Bank believes that any liability which might result from these lawsuits will not have a material adverse effect on the Master Trust II.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Master Trust II
(i) There is no established public trading market for the Certificates.
(ii) Since each of the Certificates was issued in book entry form only, there is only one holder of record of each Series of Certificates.
(iii) Not applicable.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 7A.
ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See (i) the Annual Servicer's Certificate respecting compliance for the Master Trust II filed as Exhibit 1 under Item 14(a) hereof, (ii) the Annual Independent Public Accountant's Report and Management's Assertion regarding compliance filed as Exhibit 2 under Item 14(a) hereof, and (iii) the Supplementary Master Trust II Data relating to the performance of Master Trust II filed as Exhibit 3 under Item 14(a) hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) With respect to each series of Certificates, The Depository Trust Company ("DTC"), through its nominee Cede & Co., is the sole holder of record of more than five percent (5%) of the Certificates. The following sets forth certain information believed by the Registrant to be accurate based on information provided by DTC concerning the beneficial ownership of Certificates. Number of Certificates identifies the number of $1,000 minimum denomination Certificates beneficially owned by each such investor.
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates, Series 1995-M as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Goldman, Sachs & Co. 32,825 6.57% 180 Maiden Lane New York, NY 10038
HSBC Bank USA/Treasury Investment 55,300 11.06% 140 Broadway-Level A New York, NY 10015
JPMorgan Chase Bank 126,490 25.30% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240
Mizuho Trust & Banking Co. (USA) 40,000 8.00% 666 Fifth Avenue, Suite 802 New York, NY 10103
Northern Trust Company (The) 35,000 7.00% 801 S. Canal C-IN Chicago, IL 60607
Prudential Securities Custody 80,200 16.04% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717
State Street Bank and Trust Company 31,500 6.30% 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171
UBS Warburg LLC/CMO 37,125 7.43% 1000 Harbor Boulevard Weekhawken, NJ 07087
- ------------------------------------------------------
Beneficial owners of more than 5% of the Floating Rate Credit Card Certificates, Series 1995-O as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bankers Trust Company 37,170 7.43% 648 Grassmere Park Road Nashville, TN 37211
Boston Safe Deposit and Trust Co. 25,550 5.11% c/o Mellon Bank, N.A. Three Mellon Bank Center, Rm 153-3015 Pittsburgh, PA 15259
JPMorgan Chase Bank 185,485 37.10% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240
Mizuho Trust & Banking Co. (USA) 25,000 5.00% 666 Fifth Avenue, Suite 802 New York, NY 10103
Prudential Securities Custody 87,000 17.40% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717
State Street Bank and Trust Company 87,630 17.53% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1996-Q as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bank of New York (The) 96,810 10.76% 925 Patterson Plank Road Secaucus, NJ 07094
Deutsche Bank A. G., 50,000 5.56% New York Branch 34 Exchange Pl Jersey City, NJ 07311
HSBC Bank USA/Treasury Investment 71,200 7.91% 140 Broadway-Level A New York, NY 10015
JPMorgan Chase Bank 127,835 14.20% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240
Northern Trust Company (The) 181,780 20.20% 801 S. Canal C-IN Chicago, IL 60607
Prudential Securities Custody 96,500 10.72% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717
State Street Bank and Trust Company 163,310 18.15% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1996-S as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bank of New York (The) 82,945 11.85% 925 Patterson Plank Road Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 120,890 17.27% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Citibank, N.A. 62,390 8.91% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122
JPMorgan Chase Bank 183,910 26.27% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240
State Street Bank and Trust Company 189,300 27.04% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- ------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1997-U as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Boston Safe Deposit and Trust Co. 100,000 25.00% c/o Mellon Bank, N.A. Three Mellon Bank Center, Rm 153-3015 Pittsburgh, PA 15259
Citibank, N.A. 70,565 17.64% Building B/Floor 1 3800 Citicorp Center Tampa Tampa, FL 33610-9122
JPMorgan Chase Bank 109,635 27.41% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240
State Street Bank and Trust Company 42,000 10.50% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
Wells Fargo Bank Minnesota, N.A. 50,000 12.50% 733 Marquette Avenue Minneapolis, MN 55479
- ------------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1999-W as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bank of New York (The) 39,790 5.31% 925 Patterson Plank Road Secaucus, NJ 07094
Citibank, N.A. 76,515 10.20% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122
JPMorgan Chase Bank 188,960 25.19% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240
Northern Trust Company (The) 109,470 14.60% 801 S. Canal C-IN Chicago, IL 60607
Prudential Securities Custody 49,610 6.61% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717
State Street Bank and Trust Company 186,245 24.83% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1999-X as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bank of New York (The) 65,750 8.77% 925 Patterson Plank Road Secaucus, NJ 07094
Citibank, N.A. 40,000 5.33% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122
Prudential Securities Custody 189,390 25.25% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717
State Street Bank and Trust Company 441,860 58.91% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- -----------------------------------
Beneficial owners of more than 5% of the Floating Rate Asset Backed Certificates, Series 1999-Y as of December 31, 2001, are as follows:
NUMBER OF % OF CERTIFICATES OWNERSHIP ------------ ---------
Bankers Trust Company 47,450 8.63% 648 Grassmere Park Road Nashville, TN 37211
Boston Safe Deposit and Trust Company 45,920 8.35% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
Citibank, N.A. 102,700 18.67% 3800 Citicorp Center Tampa Building B/Floor 1 Tampa, FL 33610-9122
JPMorgan Chase Bank 33,800 6.15% c/o JP Morgan Investor Services 14201 Dallas Parkway 12th Floor Mail Code 121 Dallas, TX 75240
State Street Bank and Trust Company 290,380 52.80% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171
- ----------------------------------- (b) Not applicable.
(c) Not applicable.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Annual Servicer's Certificate respecting compliance for Master Trust II dated March 20, 2002.
2. Annual Independent Public Accountant's Report dated February 15, 2002 and Management's Assertion regarding compliance.
3. Supplementary Master Trust II Data relating to the performance of Master Trust II.
(b) See Item 2.
(c) Not applicable.
(d) Not applicable. No annual report or proxy material has been sent to security holders.
SIGNATURES
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 by the undersigned, thereunto duly authorized, on March 20, 2002.
FIRST USA BANK, NATIONAL ASSOCIATION as Servicer
By: /s/ Daniel J. Frate -------------------------------- Daniel J. Frate President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 20, 2002.
Signature Title --------- -----
/s/ Philip Heasley Director and Principal Executive Officer ----------------------------- Philip Heasley
/s/ Raymond Fischer Director, Principal Financial Officer and ----------------------------- Principal Accounting Officer Raymond Fischer
/s/ Daniel J. Frate Director ----------------------------- Daniel J. Frate
/s/ Michael Looney Director ----------------------------- Michael Looney
/s/ M. Carter Warren Director ----------------------------- M. Carter Warren
/s/ William Garner Director ----------------------------- William Garner