-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCJ8Y5DzCXwW7O60oTaHlJaMQ3KoRTa/ebHuaUJsJ6WG5USlMwSIv5N2hjYGaylt KGpQipgT7+vaVdVMw46/7g== 0001047469-99-012237.txt : 19990331 0001047469-99-012237.hdr.sgml : 19990331 ACCESSION NUMBER: 0001047469-99-012237 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVELERS BANK CREDIT CARD MASTER TRUST I CENTRAL INDEX KEY: 0001049732 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 522069082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-23987-01 FILM NUMBER: 99577399 BUSINESS ADDRESS: STREET 1: 100 COMMERCE DRIVE STREET 2: SUITE 300B CITY: NEWARK STATE: DE ZIP: 19713 BUSINESS PHONE: 3024516456 MAIL ADDRESS: STREET 1: 100 COMMERCE DRIVE STREET 2: SUITE 300B CITY: NEWARK STATE: DE ZIP: 19713 10-K 1 FORM 10-K 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, 1998 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 Number 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 IDENTIFICATION) INCORPORATION OR ORGANIZATION) Suite 300 B 100 Commerce Drive Newark, Delaware 19713 - -------------------------------------- --------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (302) 451-6456 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 / / Documents Incorporated by Reference: None PART I Items 1. Business. Not Applicable. Item 2. Properties. 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, relating to the Travelers Bank Credit Card Master Trust I (the "Trust") among CC Credit Card Corporation, as Transferor, The Travelers Bank USA, as Servicer, and The Bank of New York, as Trustee, The Travelers Bank USA, as Servicer, is required to deliver to the Trustee a monthly servicer certificate (the "Monthly Report") for each outstanding series of investor certificates. Exhibit 99.1 contains the Annual Statement for Series 1998-1 aggregating the information contained in the Monthly Reports for calendar year 1998. 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 The Travelers Bank USA, other than ordinary routine litigation incidental to the duties of the Trustee or The Travelers Bank USA 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. PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters. 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. To the best knowledge of the registrant, there is no established public trading market for the Certificates. 1 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 99.1 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. 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 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 held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 1998. Such direct participants may 2 hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1998, 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 each Series outstanding on that date: SERIES 1998-1 Participant Quantity Percentage ----------- -------- ---------- Class A The Bank of New York $48,925,000 22% Bankers Trust Company $17,306,000 8% Chase Manhattan $81,542,000 36% PNC Bank, National Association $13,020,000 6% State Street Bank & Trust $18,088,000 8% 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. Item 13. Certain Relationships and Related Transactions. (a) The registrant knows of no transaction or series of transactions during 1998, 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. 3 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following are filed as part of this report. Exhibit 99.1 Annual Statement for the Period Ending December 31, 1998 with respect to the Travelers Bank Credit Card Master Trust I Series 1998-1. Exhibit 99.2 Travelers Bank USA Officers Certificate dated March 25, 1999. Exhibit 99.3 Report, dated March 25, 1999, issued by KPMG LLP (b) The following Current Reports on Form 8-K were filed by the registrant during 1998 and the first quarter of 1999: Current Report on Form 8-K dated March 1, 1998 Current Report on Form 8-K dated April 15, 1998 Current Report on Form 8-K dated May 15, 1998 Current Report on Form 8-K dated June 15, 1998 (as amended by Form 8-K/A filed on February 25, 1999) Current Report on Form 8-K dated July 15, 1998 Current Report on Form 8-K dated August 15, 1998 Current Report on Form 8-K dated August 31, 1998 Current Report on Form 8-K dated September 15, 1998 Current Report on Form 8-K dated October 15, 1998 Current Report on Form 8-K dated November 15, 1998 Current Report on Form 8-K dated December 15, 1999 Current Report on Form 8-K dated January 15, 1999 (as amended by Form 8-K/A filed on March 25, 1999) Current Report on Form 8-K dated February 15, 1999 (as amended by Form 8-K/A filed on March 25, 1999) Current Report on Form 8-K dated March 15, 1999 4 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 30, 1999. TRAVELERS BANK CREDIT CARD MASTER TRUST I By: THE TRAVELERS BANK USA as Servicer By: /s/ John Rosko ------------------------------ Name: John Rosko Title: Vice President 5 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- Exhibit 99.1 Annual Statement for the Period Ending December 31, 1998 with respect to the Travelers Bank Credit Card Master Trust I Series 1998-1. Exhibit 99.2 Travelers Bank USA Officers Certificate dated March 25, 1999. Exhibit 99.3 Report, dated March 25, 1999, issued by KPMG LLP EX-99.1 2 ANNUAL STATEMENT Exhibit 99.1 ANNUAL CERTIFICATE HOLDER'S STATEMENT SERIES 1998-1 TRAVELERS BANK USA TRAVELERS BANK CREDIT CARE MASTER TRUST 1 - ----------------------------------------------------------------------------- ANNUAL PERIOD ENDING 12/31/98 - ----------------------------------------------------------------------------- The information which is required to be prepared with respect to the performance of the trust during the Year 1998 is set forth below. Capitalized terms used in this statement have their respective meanings set forth in the Pooling and Servicing Agreement. A. INFORMATION REGARDING THE CURRENT ANNUAL DISTRIBUTION TO CERTIFICATEHOLDERS (STATED ON THE BASIS OF $1,000 ORIGINAL CERTIFICATE PRINCIPAL AMOUNT) 1. The amount of distribution in respect of Class A Monthly $0.00000000 Principal 2. The amount of distribution in respect of Class B Monthly $0.00000000 Principal 3. The amount of distribution in respect of Class C Monthly $0.00000000 Principal 4. The amount of distribution in respect of Class A Monthly $46.66666813 Interest 5. The amount of distribution in respect of any accrued and $0.00000000 unpaid Class A Monthly Interest 6. The amount of distribution in respect of Class A Additional Interest $0.00000000 7. The amount of distribution in respect of Class B Monthly $0.00000000 Interest 8. The amount of distribution in respect of any accrued and $0.00000000 unpaid Class B Monthly Interest 9. The amount of distribution in respect of Class B Additional Interest $0.00000000 10. The amount of distribution in respect of Class C Monthly $0.00000000 Interest 11. The amount of distribution in respect of any accrued and $0.00000000 unpaid Class C Monthly Interest 12. The amount of distribution in respect of Class C Additional Interest $0.00000000
Page 1 of 6 B. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST 1. PRINCIPAL RECEIVABLES --------------------- (a) The aggregate amount of Collections of Principal $558,818,622.61 Receivables processed during the related Annual Period, which were allocable in respect of Class A Certificates (b) The aggregate amount of Collections of Principal $30,702,078.57 Receivables processed during the related Annual Period, which were allocable in respect of Class B Certificates (c) The aggregate amount of Collections of Principal $24,564,656.59 Receivables processed during the related Annual Period, which were allocable in respect of Class C Certificates 2. PRINCIPAL RECEIVABLES IN THE TRUST ---------------------------------- (a) The aggregate amount of Principal Receivables in $333,444,221.38 the Trust as of the end of the day on the last day of the Annual Period (b) The amount of Principal Receivables in the Trust $249,698,885.89 Represented by the Investor of Series 1998-1 as of the end of the day on the last day of the Annual Period (c) The amount of Principal Receivables in the Trust $227,500,000.00 represented by the Class A Investor Interest of Series 1998-1 as of the end of the day on the last day of the Annual Period (d) The amount of Principal Receivables in the Trust $12,500,000.00 represented by the Class B Investor Interest of Series 1998-1 as of the end of the day on the last day of the Annual Period (e) The amount of Principal Receivables in the Trust $9,698,885.89 represented by the Class C Investor Interest of Series 1998-1 as of the end of the day on the last day of the Annual Period (f) The Floating Investor Percentage with respect to the 81.23% Annual Period (g) The Class A Floating Investor Percentage with respect 73.92% to the Annual Period (h) The Class B Floating Investor Percentage with respect 4.06% to the Annual Period
Page 2 of 6 2. PRINCIPAL RECEIVABLES IN THE TRUST (CONT.) ------------------------------------------ (i) The Class C Floating Investor Percentage with 3.25% respect to the Annual Period (j) The Principal Investor Percentage with respect 81.23% to the Annual Period (k) The Class A Principal Investor Percentage with 73.92% respect to the Annual Period (l) The Class B Principal Investor Percentage with 4.06% respect to the Annual Period (m) The Class C Principal Investor Percentage with 3.25% respect to the Annual Period 3. DELINQUENT BALANCES ------------------ The aggregate amount of outstanding balances in the Accounts, which were delinquent as of the end of the day on the last day of the related Annual Period.
Percentage of Aggregate Total Receivables Balance (a) 31-60 days 0.53% $1,760,449.79 (b) 61-90 days 0.28% $947,743.13 (c) 91-120 days 0.18% $608,077.71 (d) Over 120 days 0.55% $1,847,585.73 TOTAL 1.55% $5,163,856.36
4. INVESTOR DEFAULT AMOUNT ----------------------- (a) The Aggregate Investor Default Amount for the $8,759,000.44 related Annual Period (b) The Class A Investor Default Amount for the $7,970,852.76 related Annual Period (c) The Class B Investor Default Amount for the $437,845.09 related Annual Period (d) The Class C Investor Default Amount for the $350,302.58 related Annual Period
Page 3 of 6 5. INVESTOR CHARGE-OFFS -------------------- (a) The aggregate amount of Class A Investor Charge- $0.00 Offs for the related Annual Period (b) The aggregate amount of Class A Investor Charge- $0.00 Offs set forth in 5(a) above per $1,000 of original certificate principal amount (c) The aggregate amount of Class B Investor Charge- $0.00 Offs for the related Annual Period (d) The aggregate amount of Class B Investor Charge- $0.00 Offs set forth in 5(a) above per $1,000 of original certificate principal amount (e) The aggregate amount of Class C Investor Charge- $301,114.11 Offs for the related Annual Period (f) The aggregate amount of Class C Investor Charge- $30.11 Offs set forth in 5(a) above per $1,000 of original certificate principal amount (g) The aggregate amount of Class A Investor Charge- $0.00 Offs reimbursed on the Distribution Date (h) The aggregate amount of Class A Investor Charge- $0.00 Offs set forth in 5(g) above per $1,000 original certificate principal amount (i) The aggregate amount of Class B Investor Charge- $0.00 Offs reimbursed on the Distribution Date (j) The aggregate amount of Class B Investor Charge- $0.00 Offs set forth in 5(g) above per $1,000 original certificate principal amount (k) The aggregate amount of Class C Investor Charge- $89,183.48 Offs reimbursed (l) The aggregate amount of Class C Investor Charge- $0.00 Offs set forth in 5(g) above per $1,000 original certificate principal amount 6. INVESTOR SERVICING FEE ---------------------- (a) The amount of the Class A Servicing Fee payable $3,728,472.03 by the Trust to the Servicer for the related Annual Period (b) The amount of the Class B Servicing Fee payable $204,860.97 by the Trust to the Servicer for the related Annual Period
Page 4 of 6 6. INVESTOR SERVICING FEE (CONT.) ------------------------------ (c) The amount of the Class C Servicing Fee payable $163,889.03 by the Trust to the Servicer for the related Annual Period 7. REALLOCATIONS ------------- (a) The amount of Reallocated Class C Principal $211,930.63 Collections with respect to this Annual Period (b) The amount of Reallocated Class B Principal $0.00 Collections with respect to this Annual Period (c) The Class C Investor Interest as of the close of $9,698,885.89 business on this S/B Distribution Date (d) The Class B Investor Interest as of the close of $12,500,000.00 business on this S/B Distribution Date 8. PRINCIPAL FUNDING ACCOUNT ------------------------- (a) The principal amount on deposit in the Principal $0.00 Funding Account during Annual Period (prior to withdrawals) (b) The Deficit Controlled Accumulation Amount for $0.00 the related Annual Period (c) The Principal Funding Account Investment Proceeds $0.00 deposited in the Collections Account to be treated as Class A Available Funds 9. AVAILABLE FUNDS --------------- (a) The amount of Class A Available Funds on deposit $31,487,169.77 in the Collections Account for this Annual Period (b) The amount of Class B Available Funds on deposit $1,729,910.55 in the Collections Account for this Annual Period (c) The amount of Class C Available Funds on deposit $1,383,969.58 in the Collections Account for this Annual Period 10. PORTFOLIO --------- (a) The Net Portfolio Yield for the related Annual 12.40% Period (b) The Base Rate for the related Annual Period 7.46%
Page 5 of 6 TRAVELERS BANK USA Servicer By: /s/ John T. Rosko ----------------------- Name: John J. Rosko Title: Vice President Page 6 of 6 EX-99.2 3 OFFICERS CERTIFICATE Exhibit 99.2 TRAVELERS BANK CREDIT CARD MASTER TRUST I ANNUAL SERVICER'S CERTIFICATE The undersigned, a duly authorized representative of The Travelers Bank USA, as Servicer ("Travelers Bank"), pursuant to the Pooling and Servicing Agreement dated as of March 1, 1998, as amended by Amendment No. 1 thereto dated August 31, 1998 (as amended and supplemented, the "Agreement"), among CC Credit Card Corporation, as Transferor, Travelers Bank, and The Bank of New York, as Trustee, does hereby certify that: 1. Travelers Bank is, as of the date hereof, the Servicer under the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee. 3. A review of the activities of the Servicer during the year ended December 31, 1998, and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 25th day of March, 1999. THE TRAVELERS BANK USA By: /s/ John Rosko ------------------------------------ John Rosko Vice President EX-99.3 4 REPORT ISSUED BY KPMG Exhibit 99.3 INDEPENDENT ACCOUNTANTS REPORT Travelers Bank Credit Card Master Trust I c/o The Bank of New York, as Trustee Travelers Bank USA, as servicer We have examined the accompanying assertion made by management on Travelers Bank USA's (the Bank) compliance, as servicer, with the servicing requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV, Sections 4.02 through 4.06, and Section 8.08 of the Pooling and Servicing Agreement for the Travelers Bank Credit Card Master Trust I, dated as of March 1, 1998 (the Agreement) for the period March 1, 1998 to December 31, 1998. Management is responsible for the Bank's compliance with the aforementioned sections of the Agreement. Our responsibility is to express an opinion on management's assertion about the Bank's compliance based upon our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the aforementioned sections of the Agreement and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank's compliance with those sections. In our opinion, management's assertion that the Bank was materially in compliance with the aforementioned sections of the Agreement for the period March 1, 1998 to December 31, 1998 is fairly stated in all material respects. /s/ KPMG LLP March 25, 1999 MANAGEMENT REPORT ON TRAVELERS BANK USA'S COMPLIANCE, AS SERVICER, WITH THE SERVICING REQUIREMENTS OF THE POOLING AND SERVICING AGREEMENT Management of Travelers Bank USA (the Bank), as servicer, is responsible for compliance with the servicing requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV, Sections 4.02 through 4.06, and Section 8.08 of the Pooling and Servicing agreement for the Travelers Bank Credit Card Master Trust I, dated as of March 1, 1998 (the Agreement). Management has performed an evaluation of the Bank's compliance with the aforementioned sections of the Agreement for the period March 1, 1998 to December 31, 1998. Based upon the evaluation, management believes that for the period March 1, 1998 to December 31, 1998, the Bank, as servicer, was materially in compliance with the aforementioned sections of the Agreement. /s/ Thomas G. Anderson - ---------------------------------- Thomas G. Anderson President March 25, 1999 INDEPENDENT ACCOUNTANTS' REPORT Travelers Bank Credit Card Master Trust I c/o The Bank of New York, as Trustee Travelers Bank USA, as servicer We have examined the accompanying assertion made by management on Travelers Bank USA's (the Bank) compliance, as servicer, with Article III, Section 3.04 (b) of the Pooling and Servicing Agreement for the Travelers Bank Credit Card Master Trust I, dated as of March 1, 1998 (the Agreement) for the period March 1, 1998 to December 31, 1998. Management is responsible for the Bank's compliance with Article III, Section 3.04 (b) of the Agreement. Our responsibility is to express an opinion on management's assertion about the Bank's compliance based upon our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the aforementioned provision of the Agreement and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank's compliance with that provision. In our opinion, management's assertion that the Bank was materially in compliance with Article III, Section 3.04 (b) of the Agreement for the period March 1, 1998 to December 31, 1998 is fairly stated in all material respects. /s/ KPMG LLP March 25, 1999 MANAGEMENT REPORT ON TRAVELERS BANK USA'S COMPLIANCE, AS SERVICER, WITH ARTICLE III, SECTION 3.04 (B) OF THE POOLING AND SERVICING AGREEMENT Management of Travelers Bank USA (the Bank), as servicer, is responsible for the preparation of the Monthly Servicer Certificates in compliance with Article III, Section 3.04 (b) of the Pooling and Servicing Agreement for the Travelers Bank Credit Card Master Trust I, dated as of March 1, 1998 (the Agreement). Management has performed an evaluation of the Bank's compliance with Article III, Section 3.04 (b) of the Agreement for the period March 1, 1998 to December 31, 1998. Based upon this evaluation, management believes that for the period March 1, 1998 to December 31, 1998, the Bank, as servicer, was materially in compliance with Article III, Section 3.04 (b) of the Agreement. /s/ Thomas G. Anderson - ---------------------------------- Thomas G. Anderson President March 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----