___________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2008
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period ___________
Commission file number: 000-20949
___________________
BA MASTER CREDIT CARD TRUST II
(Exact name of registrant as specified in its charter)
__________
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Delaware |
N/A |
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
|
c/o BA Credit Card Funding, LLC |
28255 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (704) 683-4915
___________________
BA CREDIT CARD FUNDING, LLC
(Exact name of depositor as specified in its charter)
FIA CARD SERVICES, NATIONAL ASSOCIATION
(Exact name of sponsor as specified in its charter)
___________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act:
BA Master Credit Card Trust II, Series 1997-B, Series 1999-B, Series 1999-J, Series 2000-E Fixed and Floating Rate Asset Backed Certificates.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required 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. x Yes ¨ 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 II of the Form 10-K or any amendment to this form 10-K. x [Item 405 of Regulation S-K is not applicable.]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Registrant has no voting or non-voting common equity outstanding held by non-affiliates.
INTRODUCTORY NOTE
FIA Card Services, National Association (“FIA”) is the originator, seller, and servicer under the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 20, 2006 (as amended from time to time, the “Agreement”), and the Series 1997-B, Series 1999-B, Series 1999-J, Series 2000-E, Series 2000-H, and Series 2001-B Supplements dated as of February 27, 1997, March 26, 1999, September 23, 1999, June 1, 2000, August 23, 2000, and March 8, 2001, respectively, by and between FIA and the trustee, providing for the issuance of the BA Master Credit Card Trust II Series 1997-B, Series 1999-B, Series 1999-J, Series 2000-E, Series 2000-H, and Series 2001-B Fixed and Floating Rate Asset Backed Certificates (the “Certificates”) and is the originator of the BA Master Credit Card Trust II (the “Trust” and the “Registrant”). The Certificates do not represent obligations of or interests in FIA. In November 1988, FIA (formerly known as MBNA America Bank, National Association) made application under the Securities Exchange Act of 1934 for an exemption from certain reporting requirements. On December 30, 1988, the staff of the Securities and Exchange Commission’s Division of Corporation Finance granted FIA’s exemption request, pursuant to which FIA is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable”.
PART I
Item 1: Business.
Not Applicable.
Item 1A: Risk Factors.
Not Applicable.
Item 1B: Unresolved Staff Comments.
Not Applicable.
Item 2: Properties.
Not Applicable.
Item 3: Legal Proceedings.
Industry Developments
FIA Card Services, National Association (“FIA”) issues credit cards on MasterCard’s and Visa’s networks. MasterCard and Visa are facing significant litigation and increased competition. In 2003, MasterCard and Visa settled a suit by Wal-Mart and other merchants who claimed that MasterCard and Visa unlawfully tied acceptance of debit cards to acceptance of credit cards. Under the settlement MasterCard and Visa are required to, among other things, allow merchants to accept MasterCard or Visa branded credit cards without accepting their debit cards (and vice versa), reduce the prices charged to merchants for off-line signature debit transactions for a period of time, and pay amounts totaling $3.05 billion into a settlement fund. MasterCard and Visa are also parties to suits in various state courts mirroring the allegations brought by Wal-Mart and the other merchants.
In October 2004, the United States Supreme Court let stand a federal court decision in a suit brought by the U.S. Department of Justice, in which MasterCard and Visa rules prohibiting banks that issue cards on MasterCard and Visa networks from issuing cards on other networks (the “association rules”) were found to have violated federal antitrust laws. This decision effectively permits banks that issue cards on Visa’s or MasterCard’s networks, such as FIA and Bank of America Corporation’s other banking subsidiaries, to issue cards on competitor networks. Discover and American Express have initiated separate civil lawsuits against MasterCard and Visa claiming substantial damages stemming from the association rules. Visa and MasterCard have agreed to pay American Express $2.25 billion and $1.8 billion, respectively, to settle its lawsuit. The trial for the Discover lawsuit is scheduled to commence in October 2008.
The costs associated with these and other matters could cause MasterCard and Visa to invest less in their networks and marketing efforts and could adversely affect the interchange paid to their member banks, including FIA.
Litigation
Bank of America Corporation and certain of its subsidiaries are defendants in actions filed on behalf of a putative class of retail merchants that accept Visa and MasterCard payment cards. The first of these actions was filed in June 2005. On April 24, 2006, putative class plaintiffs filed a First Consolidated and Amended Class Action Complaint. Plaintiffs therein allege that the defendants conspired to fix the level of interchange and merchant discount fees and that certain other practices, including various Visa and MasterCard rules, violate federal and California antitrust laws. On May 22, 2006, the putative class plaintiffs filed a supplemental complaint against many of the same defendants, including Bank of America Corporation and certain of its subsidiaries, alleging additional federal antitrust claims and a fraudulent conveyance claim under New York Debtor and Creditor Law, all arising out of MasterCard’s 2006 initial public offering. The putative class plaintiffs seek unspecified treble damages and injunctive relief. Additional defendants in the putative class actions include Visa, MasterCard, and other financial institutions.
The putative class action plaintiffs have filed for class certification, and the actions are coordinated for pre-trial proceedings in the U.S. District Court for the Eastern District of New York, together with additional, individual actions brought only against Visa and MasterCard, under the caption In Re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation. Motions to dismiss portions of the First Consolidated and Amended Class Action Complaint and the
supplemental complaint have been filed. On January 8, 2008, the Court granted the motion to dismiss all claims that pre-date January 1, 2004, based on the settlement and release of claims in the Wal-Mart case discussed above in “—Industry Developments.” On February 12, 2008, the Magistrate Judge assigned to these claims issued a Report and Recommendation granting the defendants’ motion to dismiss the fraudulent conveyance claims against all the defendants and the Clayton Act claims against the defendants other than MasterCard, with leave to replead all claims consistent with the decision. The Magistrate Judge also denied the motion to dismiss the Clayton Act claims against MasterCard and the Section 1 Sherman Act claims against all defendants. The defendants filed objections to the Report and Recommendation and plaintiffs have an opportunity to respond to the objections. The District Court will then review the Report and Recommendation as well as the objections and issue a final decision.
Item 4: Submission of Matters to a Vote of Security Holders.
Not Applicable.
PART II
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Certificates 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 The Depository Trust Company.
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.
Not Applicable.
Item 9A: Controls and Procedures
Not Applicable.
Item 9B: Other Information.
None.
PART III
Item 10: Directors, Executive Officers and Corporate Governance.
Not Applicable.
Item 11: Executive Compensation.
Not Applicable.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
(a) The Certificates 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 The Depository Trust Company (“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 Certificates, which it holds on behalf of brokers, dealers, banks and other direct participants in the DTC system at June 30, 2008. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At June 30, 2008, the following direct DTC participants held positions in Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of one or more series outstanding on that date, as indicated. The information on DTC participants’ held positions is provided by DTC.
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Series |
Participant Full Name |
Total |
Total |
|
1997-B Class A |
Bank of New York Mellon (The) |
556,772,000.00 |
65.5% |
|
JPMorgan Chase Bank |
106,150,000.00 |
12.5% |
|
|
State Street Bank and Trust Company |
97,000,000.00 |
11.4% |
|
|
Merrill Lynch, Pierce Fenner & Smith Safekeeping |
46,200,000.00 |
5.4% |
|
|
1997-B Class B |
State Street Bank and Trust Company |
30,800,000.00 |
41.1% |
|
JPMorgan Chase Bank |
30,000,000.00 |
40.0% |
|
|
UMB Bank, National Association |
5,000,000.00 |
6.7% |
|
|
1999-B Class A |
JPMorgan Chase Bank |
152,069,000.00 |
23.9% |
|
State Street Bank and Trust Company |
132,932,000.00 |
20.9% |
|
|
Bank of New York Mellon (The) |
130,243,000.00 |
20.4% |
|
|
Mellon Trust of New England, National Association |
56,516,000.00 |
8.9% |
|
|
1999-B Class B |
JPMorgan Chase Bank |
21,000,000.00 |
37.3% |
|
Mellon Trust of New England, National Association |
15,000,000.00 |
26.7% |
|
|
Bank of New York Mellon (The) |
7,500,000.00 |
13.3% |
|
|
State Street Bank and Trust Company |
7,400,000.00 |
13.2% |
|
|
1999-J Class A |
State Street Bank and Trust Company |
208,665,000.00 |
24.5% |
|
JPMorgan Chase Bank |
208,133,000.00 |
24.5% |
|
|
Bank of New York Mellon (The) |
124,641,000.00 |
14.7% |
|
|
Mellon Trust of New England, National Association |
116,561,000.00 |
13.7% |
|
|
1999-J Class B |
JPMorgan Chase Bank |
42,003,000.00 |
56.0% |
|
Mellon Trust of New England, National Association |
14,300,000.00 |
19.1% |
|
|
Bank of New York Mellon (The) |
12,352,000.00 |
16.5% |
|
|
State Street Bank and Trust Company |
4,700,000.00 |
6.3% |
|
|
2000-E Class A |
State Street Bank and Trust Company |
125,061,000.00 |
25.0% |
|
Bank of New York Mellon (The) |
98,830,000.00 |
19.8% |
|
|
JPMorgan Chase Bank |
68,785,000.00 |
13.8% |
|
|
Mellon Trust of New England, National Association |
56,494,000.00 |
11.3% |
|
|
Northern Trust Company (The) |
48,950,000.00 |
9.8% |
|
|
2000-E Class B |
Citigroup Global Markets Inc./Salomon |
25,150,000.00 |
55.9% |
|
JPMorgan Chase Bank |
13,950,000.00 |
31.0% |
|
|
LaSalle Bank National Association |
3,900,000.00 |
8.7% |
|
|
2000-H Class A |
JPMorgan Chase Bank |
224,500,000.00 |
37.7% |
|
State Street Bank and Trust Company |
140,950,000.00 |
23.7% |
|
|
U.S. Bank N.A. |
90,500,000.00 |
15.2% |
|
|
Bank of New York Mellon (The) |
63,630,000.00 |
10.7% |
|
|
Citibank, N.A. |
38,550,000.00 |
6.5% |
|
|
2000-H Class B |
JPMorgan Chase Bank |
38,000,000.00 |
72.4% |
|
Bank of New York Mellon (The) |
14,500,000.00 |
27.6% |
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|
|
|
|
|
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2001-B Class A |
Bank of New York Mellon (The) |
258,750,000.00 |
40.6% |
|
JPMorgan Chase Bank |
130,400,000.00 |
20.5% |
|
|
U.S. Bank N.A. |
75,000,000.00 |
11.8% |
|
|
LaSalle Bank National Association |
46,000,000.00 |
7.2% |
|
|
2001-B Class B |
Bank of New York Mellon (The) |
36,250,000.00 |
64.4% |
|
JPMorgan Chase Bank |
20,000,000.00 |
35.6% |
The address of each of the above participants is:
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
Item 13: Certain Relationships and Related Transactions and Director Independence.
Not Applicable.
Item 14: Principal Accountant Fees and Services.
Not Applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(b) Exhibits
|
Exhibit |
Description |
|
|
31.1 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
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99.1 |
Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its internal controls, delivered pursuant to Section 3.06 of the Pooling and Servicing Agreement). |
|
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99.2 |
Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its compliance with the provisions of the Pooling and Servicing Agreement, delivered pursuant to Section 3.06 thereof). |
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99.3 |
Servicer Compliance Statement of FIA Card Services, National Association. |
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(c) 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.
BA Master Credit Card Trust II
By: FIA Card Services, National Association,
as Servicer
By: /s/ Elizabeth S. Buie
Name: Elizabeth S. Buie
Title: Senior Vice President
(senior officer in charge of the servicing function)
Date: September 15, 2008
EXHIBIT INDEX
|
Exhibit |
Description |
|
|
31.1 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
99.1 |
Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its internal controls, delivered pursuant to Section 3.06 of the Pooling and Servicing Agreement). |
|
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99.2 |
Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its compliance with the provisions of the Pooling and Servicing Agreement, delivered pursuant to Section 3.06 thereof). |
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99.3 |
Servicer Compliance Statement of FIA Card Services, National Association. |
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