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, 2003
¨ | 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 | 51-0269396 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
201 North Walnut Street Wilmington, Delaware |
19801 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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 Registrants 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 ¨ 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 Registrants 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, (BANK ONE) 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 Bank will respond only to certain items of Form 10-K. In doing so, the Bank will be relying on a letter dated July 31, 1989 from the Securities and Exchange Commission, Division of Corporation Finance, Office of Chief Counsel delivered to Chevy Chase Bank, F.S.B. in connection with the CC Master Credit Card Trust II (formerly the Chevy Chase Master Credit Card Trust II) which granted Chevy Chase Bank, F.S.B. relief from the requirement to respond to various items of Form 10-K. The Bank is relying on such no action letter in not responding to various items of Form 10-K. Such items are designated herein as Not Applicable.
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.
On January 14, 2004, J.P. Morgan Chase & Co. and BANK ONE entered into an Agreement and Plan of Merger. The agreement provides that BANK ONE will be merged with and into J.P. Morgan Chase & Co. with J.P. Morgan Chase as the surviving entity. The merger is subject to the approval of the shareholders of both institutions as well as U.S. federal and state and foreign regulatory authorities, and there can be no assurance that such merger will take place. Completion of the transaction is expected to occur in mid-2004.
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 Trusts 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.
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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 Banks 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
ITEM 5. | MARKET FOR REGISTRANTS 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, 2003, 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) 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. | MANAGEMENTS 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.
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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 |
(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, 2003. At December 31, 2003, 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 |
Amount & Nature of Beneficial Ownership $(000) |
% of Ownership | |||
Class A Floating Rate Asset Backed Certificates, Series 1999-1 |
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 |
$ 489,500 | 63.16% | |||
State Street Bank and Trust Company Joseph Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 |
$ 136,990 | 17.68% | ||||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway, 12th Floor Dallas, TX 75240 |
$ 54,500 | 7.03% | ||||
Class B Floating Rate Asset Backed Certificates, Series 1999-1 |
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway, 12th Floor Dallas, TX 75240 |
$ 53,757 | 100.00% |
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Class A Floating Rate Asset Backed Certificates, Series 2000-1 |
State Street Bank and Trust Company Joseph Callahan 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 |
$ 287,780 | 45.14% | |||
Bank of New York (The) Cecile Lamarco One Wall Street New York, NY 10286 |
$ 110,000 | 17.25% | ||||
Citibank, N.A. David A. Leslie 3800 Citicorp Center B3-15 Tampa, FL 33610 |
$ 74,715 | 11.72% | ||||
Harris Trust and Savings Bank Carol Montgomery 111 West Monroe Street Chicago, IL 60603 |
$ 55,000 | 8.63% | ||||
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway, 12th Floor Dallas, TX 75240 |
$ 49,845 | 7.82% | ||||
Mellon Trust of New England, N. A Melissa Tarasovich 525 William Penn Place Suite 3418 Pittsburgh, PA 15259 |
$ 47,810 | 7.50% | ||||
Class B Floating Rate Asset Backed Certificates, Series 2000-1 |
JPMorgan Chase Bank Paula J. Dabner c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway, 12th Floor Dallas, TX 75240 |
$ 52,500 | 100.00% |
(b) | Not applicable. |
(c) | None. |
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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 |
31.1 | Senior Officer for Securitization Servicing Certificates Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports. |
99.1 | Annual Servicers Certificate |
99.2 | Annual Independent Accountants Servicing Reports of KPMG LLP on Managements 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. |
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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 12, 2004.
Bank One, Delaware, National Association (Formerly FIRST USA BANK, NATIONAL ASSOCIATION) as Servicer | ||
By: | /s/ William I Campbell | |
William I. Campbell Principal Executive Officer |
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 12, 2004.
Signature | Title | |
/s/ William I. Campbell |
Director and Principal Executive Officer | |
William I. Campbell |
||
/s/ Raymond Fischer Raymond Fischer |
Director, Principal Financial Officer and Principal Accounting Officer | |
/s/ Michael Looney |
Director | |
Michael Looney |
||
/s/ M. Carter Franke |
Director | |
M. Carter Franke |
||
/s/ William Garner |
Director | |
William Garner |
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INDEX OF EXHIBITS
Exhibit Number | Exhibit Description | Page | ||
31.1 | Senior Officer for Securitization Servicing Certificates Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports. | 9 | ||
99.1 | Annual Servicers Certificate | 10 | ||
99.2 | Annual Independent Accountants Servicing Reports of KPMG LLP on Managements Assertions | 11-15 |
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