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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, 2002

                                                                         

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

  Commission File Number: 033-99442-01


                                                                         

Bank One, Delaware, National Association

(formerly 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
(State or other jurisdiction of
incorporation or organization)
  51-0269396
(I.R.S. Employer Identification No.)
 

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

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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes o No x

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, Bank One, Delaware, National Association (formerly known as 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 not represent obligations of or interests in the Bank.

PART I

ITEM 1.         BUSINESS

Available Information: BANK ONE, the parent corporation of Bank One, Delaware, National Association, has an Internet website at www.bankone.com which includes certain Trust reports. Electronic copies of the Trust’s annual report on Form 10-K and current reports on Form 8-K are available free of charge by visiting the “Investor Relations” section of www.bankone.com. The reports can be found under “Asset Backed Securities” in the Investor Relations section of the website. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission.

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.

PART II


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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, 2002, there were: (i) twelve (12) 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) nine (9) 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.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


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(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, 2002. At December 31, 2002, 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.

 

Title of Class

 

Name and Address of Beneficial
Owners

 

Amount & Nature
of Beneficial Ownership $(000)

 

% of
Ownership

 


 


 


 


 

 

 

 

 

 

 

 

 

Class A Floating Rate Asset Backed Certificates,
Series 1999-1

 

Bank of New York (The)
One Wall Street
New York, NY 10286

 

$   191,000

 

  24.65%

 

 

 

 

 

 

 

 

 

 

 

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

 

$   192,500

 

  24.84%

 

 

 

 

 

 

 

 

 

 

 

Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

 

$   170,000

 

  21.94%

 

 

 

 

 

 

 

 

 

 

 

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

 

$   140,840

 

  18.17%

 

 

 

 

 

 

 

 

 

Class B Floating Rate Asset Backed Certificates,
Series 1999-1

 

JPMorgan Chase Bank
c/o Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240

 

$    53,757

 

100.00%

 

 

 

 

 

 

 

 

 

Class A Floating Rate Asset Backed Certificates,
Series 2000-1

 

Bank of New York (The)
One Wall Street
New York, NY 10286

 

$ 142,500

 

  22.35%

 

 

 

 

 

 

 

 

 

 

 

Boston Safe Deposit and Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015

 

$    36,810

 

   5.77%

 


4


  

 

 

Pittsburgh, PA 15259

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

 

$    49,480

 

   7.76%

 

 

 

 

 

 

 

 

 

 

 

Harris Trust and Savings Bank
Proxy Operations
111 West Monroe Street
Chicago, IL 60603

 

$    55,000

 

   8.63%

 

 

 

 

 

 

 

 

 

 

 

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

 

$   307,515

 

  48.24%

 

 

 

 

 

 

 

 

 

Class B Floating Rate Asset Backed Certificates, Series 2000-1

 

JPMorgan Chase Bank
c/o Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75240

 

$    52,500

 

100.00%

 


(b)           Not applicable.

(c)           None.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14.       CONTROLS AND PROCEDURES.

Not applicable.

PART IV

ITEM 15.       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


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(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.


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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 26, 2003.

 

 

 

Bank One, Delaware, National Association
(Formerly 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 26, 2003.

  

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



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Certification

I, Jeffrey Rigg, the senior officer for securitization servicing of Bank One, Delaware, National Association, a national banking association which serves as servicer for the Wachovia Credit Card Master Trust, certify that:

1.         I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of the periods included in the year covered by this annual report, of Wachovia Credit Card Master Trust;

2.        Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

3.        Based on my knowledge, the distribution and servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;

4.        I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and

5.        The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

Dated: March 26, 2003

  

 

 

 

 



 

 


/s/ Jeffrey Rigg

 

 

 


 

 

 

Name: Jeffrey Rigg

 

 

 

Title: Senior Officer for Securitization

 

 

 

Servicing and Senior Vice President-
Accounting



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INDEX OF EXHIBITS

 

Exhibit Number

 

Exhibit Description

 

Page

 

 

 

 

 

 

 

99.1

 

Annual Servicer’s Certificate

 

10

 

 

 

 

 

 

 

99.2

 

Annual Independent Accountants’ Servicing Reports of
KPMG LLP on Management’s Assertions

 

11-16

 



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