FIRST USA BANK NA AS SERVIC ON BEHALF WACH CRED CARD MAS TR - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2001

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

Commission File Number: 033-99442-01

FIRST USA BANK, NATIONAL ASSOCIATION
(Exact name of Registrant as specified in its charter)
(As Servicer on behalf of Wachovia Credit Card Master Trust)

Laws of the United States 51-0269396
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

201 North Walnut Street
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)

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:

Title of each class:
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1999-1
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1999-1
Wachovia Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 2000-1
Wachovia Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 2000-1

Indicate by check mark whether the Registrant (1) has filed all reports 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
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

Not applicable.

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.

Not applicable.

Indicate the number shares outstanding of each of the Registrant's class of
common stock, as of the latest practicable date.

Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE: None

================================================================================

Introductory Note
-----------------

On July 27, 2001, First USA Bank, National Association a national banking
association organized under the laws of the United States (the "Bank"), which is
a direct wholly owned subsidiary of BANK ONE CORPORATION assumed all rights and
obligations of The First National Bank of Atlanta d/b/a/ Wachovia Bank Card
Services ("Wachovia") as Transferor and Servicer with respect to Wachovia Credit
Card Master Trust (the "Trust") under the Amended and Restated Pooling and
Servicing Agreement dated as of June 4, 1999 between Wachovia and The Bank of
New York (Delaware) as Trustee (the "Trustee"), as supplemented and amended (the
"Pooling and Servicing Agreement"), pursuant to an Assumption Agreement dated as
of July 27, 2001 by and among the Bank, Wachovia and the Trustee.

The certificates listed on page 1 hereof will be referred to collectively herein
as the "Certificates". The Certificates do no represent obligations of or
interests in the Bank.

The final payment with respect to Series 1999-2 Asset Backed Certificates issued
by the Trust was made on October 15, 2001, and therefore information with
respect to such certificates is not included in this report.

PART I

ITEM 1. BUSINESS

Not applicable.

ITEM 2. PROPERTIES

Not applicable.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings with respect to the Trust,
involving the Trust, 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 Trust.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OR SECURITY HOLDERS

None.

2

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Certificates representing investors' interests in the Trust 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. All outstanding
Certificates are held by Cede & Co., the nominee of DTC. The records of DTC
indicate that, at December 31, 2001, there were: (i) eleven (11) DTC
participants holding a position in the Class A Floating Rate Asset Backed
Certificates, Series 1999-1; (ii) one (1) DTC participant holding a position in
the Class B Floating Rate Asset Backed Certificates, Series 1999-1, (iii) ten
(10) DTC participants holding a position in the Class A Floating Rate Asset
Backed Certificates, Series 2000-1; and (iv) one (1) DTC participant holding a
position in the Class B Floating Rate Asset Backed Certificates, Series 2000-1.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Not applicable.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Not applicable.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Not applicable.

ITEM 11. EXECUTIVE COMPENSATION

Not applicable.

3

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The Certificates of each Class of each Series representing investors'
interests in the Trust are represented by one or more Certificates registered in
the name of Cede & Co., the nominee of DTC, and an investor holding an interest
in the Trust is not entitled to receive a Certificate representing such interest
except in certain limited circumstances. Accordingly, Cede & Co. is the sole
holder of record of the Certificates, which it held on behalf of brokers,
dealers, banks and other direct participants in the DTC system at December 31,
2001. At December 31, 2001, the following direct DTC participants held positions
in the Certificates representing interests in the Trust equal to or exceeding 5%
of the total principal amount of the Certificates of each Class of such Series
outstanding on that date.

Amount & Nature
Name and Address of Beneficial of Beneficial % of
Title of Class Owners Ownership $(000) Ownership
-------------- ------ ---------------- ---------

Class A Floating Rate Bank of New York (The) $106,000 13.68%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
1999-1

Boston Safe Deposit and Trust Company $192,500 24.84%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259

JPMorgan Chase Bank/CCSG $256,000 33.03%
One Chase Manhattan Plaza 4-B
New York, NY 10081

State Street Bank and Trust Company $146,020 18.84%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171

Class B Floating Rate JPMorgan Chase Bank/CCSG $53,757 100.00%
Asset Backed One Chase Manhattan Plaza 4-B
Certificates, Series New York, NY 10081
1999-1

Class A Floating Rate Bank of New York (The) $111,500 17.49%
Asset Backed 925 Patterson Plank Road
Certificates, Series Secaucus, NJ 07094
2000-1

4

Boston Safe Deposit and Trust Company $36,810 5.77%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259

Citibank, N.A. $49,480 7.76%
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

Harris Trust and Savings Bank $55,000 8.63%
Proxy Operations
111 West Monroe Street
Chicago, IL 60603

State Street Bank and Trust Company $327,515 51.37%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171

Class B Floating Rate JPMorgan Chase Bank/CCSG $52,500 100.00%
Asset Backed One Chase Manhattan Plaza 4-B
Certificates, Series New York, NY 10081
2000-1

(b) Not applicable.

(c) None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

5

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a) The following documents are filed as part of this report:

(i) Not applicable.
(ii) Not applicable.
(iii) Exhibits
99.1 Annual Servicer's Certificate
99.2 Annual Independent Accountants' Servicing Reports of
KPMG LLP on Management's Assertions

(b) Reports on Form 8-K were filed monthly by the Trust during the period
covered by this report.

(c) See Item 14(a)(iii) above.

(d) Not applicable.

6

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

7

INDEX OF EXHIBITS

Exhibit Number Exhibit Description Page
- -------------- ------------------- ----

99.1 Annual Servicer's Certificate 9

99.2 Annual Independent Accountants' Servicing Reports of 10-13
KPMG LLP on Management's Assertions

8