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
The property of the Trust consists solely of credit card receivables. Information about such property is contained in the Annual Servicer’s Certificate filed as Exhibit 99.1 hereto. Information relating to the performance of the Trust for the year ended December 31, 2002 is contained in the Annual Statement prepared by the Servicer and filed as Exhibit 99.3 hereto.
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 OF SECURITY HOLDERS
No matters were submitted to Certificateholders for a vote during the fiscal year covered by this Annual Report.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Certificates representing investor’s interests (the “Investor Certificates”) 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. The Investor Certificates are held by Cede & Co., the nominee of DTC.
The records of DTC indicate that, at December 31, 2002, there were: (i) Thirteen (13) DTC Participants holding a position in the Floating Rate Class A Asset Backed Certificates, Series 1996-A and (ii) one (1) DTC Participant holding a position in the Floating Rate Class B Asset Backed Certificates, Series 1996-A. At December 31, 2002, the Bank, owned 100% of the Seller Certificate, which represents beneficial ownership of residual interest in the assets of the Trust. There is no established public market in which the Certificates are traded.
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
Information regarding the property of the Trust and the activities of the Servicer during the year ended December 31, 2002 is contained in (i) the Annual Servicer’s Certificate filed as Exhibit 99.1 hereto and (ii) the Independent Accountants’ Report of KPMG on Management’s Assertion filed as Exhibit 99.2 hereto. Information relating to the performance of the Trust for the period ending December 31, 2002 is contained in the Annual Statement prepared by the Servicer and filed as Exhibit 99.3 hereto.
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
At December 31, 2002, (i) the Seller Certificate was registered in the name of Bank One, Delaware, National Association (Formerly First USA Bank, National Association) and (ii) all of the Investor Certificates were registered in the name of Cede & Co., as nominee for DTC. The records of DTC indicate that the DTC Participants listed below were holders of record of more than five percent of any class of Investor Certificates at December 31, 2002.
525 William Penn Place Suite 3148
Pittsburgh, PA 15259
Floating Rate Class B
Asset Backed
Certificates, Series
1996-A
Swiss American Securities, Inc
12 East 49th Street
New York, NY
$
35,000
100.00%
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) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K.
(i) Not applicable.
(ii) Not applicable.
(iii) Exhibits
Exhibit
Number
Description
99.1
Annual Servicer’s Certificate
99.2
Independent Accountants’ Report of KPMG LLP on Management’s Assertion
99.3
Annual Statement prepared by Servicer
(b) Reports on Form 8-K
(i) Reports on Form 8-K, containing the monthly statements and other information reflecting the Trust’s activities.
Dated:
Items Reported:
February 15, 2002
5 and 7
March 15, 2002
5 and 7
April 15, 2002
5 and 7
May 15, 2002
5 and 7
June 17, 2002
5 and 7
July 15, 2002
5 and 7
August 15, 2002
5 and 7
September 16, 2002
5 and 7
October 15, 2002
5 and 7
November 15, 2002
5 and 7
December 16, 2002
5 and 7
January 15, 2003
5 and 7
(c) See item 14(a)(iii) above.
(d) Not applicable.
SIGNATURE
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.
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 Banc One 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 Banc One 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.
INDEX OF EXHIBITS
Exhibit
Number
Exhibit Description
Page
99.1
Annual Servicer’s Certificate
99.2
Independent Accountants’ Report of KPMG LLP on Management’s Assertion
10-11
99.3
Annual Statement Prepared by Servicer