10-K 1 tbccmt10k2002.txt TBCCMT ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) 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 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the transition period from ________ to ___________ Commission File Numbers 333-40381 Travelers Bank Credit Card Master Trust I ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 52-2069082 ------------------------------- ------------------------ (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION) 4500 New Linden Hill Road Wilmington, Delaware 19808 -------------------------------------- --------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (302) 683-6511 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which registered Not Applicable SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Class A Series 1998-1 6.00% Asset Backed Certificates ----------------------------------------------------- (Title of class) 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. 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 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 X ----- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). 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 price of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405). Not Applicable Documents Incorporated by Reference: None PART I Items 1. Business. Pursuant to Section 3.04(b) of the Pooling and Servicing Agreement, dated as of March 1, 1998, as amended by Amendment No. 1, dated as of August 31, 1998, and Amendment No. 2, dated as of March 30, 2001, each relating to the Travelers Bank Credit Card Master Trust I (the "Trust") among CC Credit Card Corporation, as Transferor, Citibank (South Dakota), National Association as successor in interest to Citibank USA (formerly known as The Travelers Bank USA), as Servicer, and The Bank of New York, as Trustee, Citibank (South Dakota), National Association, as Servicer, is required to deliver to the Trustee a monthly servicer certificate (the "Monthly Report") for each outstanding series of investor certificates. The Class A Series 1998-1 6.00% Asset Backed Certificates (the "Certificates") were issued pursuant to such Agreement. Exhibit 99.2 contains the Annual Statement for the Certificates aggregating the information contained in the Monthly Reports for calendar year 2002. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee, the Trust Assets or Citibank (South Dakota), National Association, as Servicer, other than ordinary routine litigation incidental to the duties of the Trustee or Citibank (South Dakota), National Association, as Servicer, under the Pooling and Servicing Agreement. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted during the fiscal year covered by this report to a vote of Certificateholders. 2 PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters. The Certificates are represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company. To the knowledge of the registrant, there is no established public trading market for the Certificates. 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. Exhibit 99.2 filed as part of this report and listed in Item 14(a) below is also filed as part of this report under this Item 8. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. 3 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 and Related Stockholder Matters. (a) The Certificates 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 held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 2002. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. 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 outstanding on that date: SERIES 1998-1 CLASS A Participant Quantity Percentage ----------- -------- ---------- JP Morgan Chase Bank $105,910,000 46.6% The Bank of New York $31,295,000 13.8% Citibank, N.A. $24,701,000 10.9% Bank One Trust Company, N.A. $15,883,000 7.0% U.S. Bank N.A. $12,158,000 5.3% The address of each above participant is: c/o The Depository Trust Company 55 Water Street New York, New York 10041 (b) Not Applicable. (c) Not Applicable. (d) Not Applicable. Item 13. Certain Relationships and Related Transactions. (a) The registrant knows of no transaction or series of transactions during 2002, or any currently proposed transaction or series of transactions, in an amount exceeding $60,000, involving the Trust in which any Certificateholder identified in item 12(a) or any other beneficial owner of more than five percent of the Certificates known to the registrant had or will have a direct or indirect material interest. There are no persons of the types described in Item 404(a)(1), (2) and (4) of Regulation S-K. (b) Not Applicable. (c) Not Applicable. 4 Item 14. Controls and Procedures Not Applicable. PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following are filed as part of this report. Exhibit 99.1 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act Exhibit 99.2 Annual Statement for the Period Ending December 31, 2002 with respect to the Travelers Bank Credit Card Master Trust I Series 1998-1. Exhibit 99.3 Citibank (South Dakota), National Association Servicer's Certificate dated March 25, 2003. Exhibit 99.4 Report, dated March 25, 2003, issued by KPMG LLP. (b) Current Reports on Form 8-K were filed by the registrant during 2002 and through the date hereof dated as follows: November 9, 2001 December 10, 2001 January 10, 2002 February 8, 2002 March 8, 2002 April 8, 2002 May 8, 2002 June 7, 2002 July 8, 2002 August 8, 2002 September 9, 2002 October 8, 2002 November 8, 2002 December 9, 2002 January 9, 2003 5 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 hereunto duly authorized on March 25, 2003. TRAVELERS BANK CREDIT CARD MASTER TRUST I By: Citibank (South Dakota), National Association, as Servicer By: /s/ Douglas C. Morrison ---------------------------------- Douglas C. Morrison Vice President 6 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- Exhibit 99.1 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act Exhibit 99.2 Annual Statement for the Period Ending December 31, 2002 with respect to the Travelers Bank Credit Card Master Trust I Series 1998-1. Exhibit 99.3 Citibank (South Dakota), National Association Servicer's Certificate dated March 25, 2003. Exhibit 99.4 Report, dated March 25, 2003, issued by KPMG LLP. 7