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.
ITEM 2. PROPERTIES
Not applicable.
ITEM 3.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OR SECURITY HOLDERS
None.
PART II
ITEM 5.
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.
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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
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) 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%
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14.
ITEM 14. CONTROLS AND PROCEDURES.
Not applicable.
PART IV
ITEM 15.
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
(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.
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.
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
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
INDEX OF EXHIBITS
Exhibit Number
Exhibit Description
Page
99.1
Annual Servicer’s Certificate
99.2
Annual Independent Accountants’ Servicing Reports of
KPMG LLP on Management’s Assertions
11-16