10-K 1 w57901ce10-k.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-K Current Report Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2001 CAPITAL ONE MASTER TRUST CAPITAL ONE BANK (Exact name of registrant as specified in its charter) Virginia 54-1719855 ----------------------------- ---------------- (State or other jurisdiction of (IRS Employer incorporation) Identification No.) 11013 West Broad Street Road, Glen Allen, Virginia 23060 -------------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (804) 967-1000 Page 1 of 58 Securities registered pursuant to Section 12(b) of the Act: None Securities Registered pursuant to Section 12(g) of the act: Series 1996-1 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-1 Series 1996-2 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-2 Series 1996-3 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-3 Series 1997-1 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1997-1 Series 1997-2 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1997-2 Series 1998-1 Certificates 6.310% Class A Asset Backed Certificates, Series 1998-1 6.356% Class B Asset Backed Certificates, Series 1998-1 Series 1998-3 Certificates 5.94507% Class A Asset Backed Certificates, Series 1998-3 Floating Rate Class B Asset Backed Certificates, Series 1998-3 Series 1998-4 Certificates 5.43% Class A Asset Backed Certificates, Series 1998-4 Floating Rate Class B Asset Backed Certificates, Series 1998-4 Series 1999-1 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-1 Series 1999-2 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-2 Page 2 of 58 Series 1999-3 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-3 Series 2000-1 Certificates 7.1% Class A Asset Backed Certificates, Series 2000-1 7.3% Class B Asset Backed Certificates, Series 2000-1 Series 2000-2 Certificates 7.2% Class A Asset Backed Certificates, Series 2000-2 7.3% Class B Asset Backed Certificates, Series 2000-2 Series 2000-3 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 2000-3 Series 2000-4 Certificates 6.763% Class A Asset Backed Certificates, Series 2000-4 Floating Rate Class B Asset Backed Certificates, Series 2000-4 Series 2000-5 Certificates 6.6557% Class A Asset Backed Certificates, Series 2000-5 Floating Rate Class B Asset Backed Certificates, Series 2000-5 Series 2001-1 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 2001-1 Series 2001-2 Certificates 5.57% Class A Asset Backed Certificates, Series 2001-2 Floating Rate Class B Asset Backed Certificates, Series 2001-2 Series 2001-3 Certificates 5.45% Class A Asset Backed Certificates, Series 2001-3 Floating Rate Class B Asset Backed Certificates, Series 2001-3 Series 2001-4 Certificates 5.184% Class A Asset Backed Certificates, Series 2001-4 5.184% Class B Asset Backed Certificates, Series 2001-4 Page 3 of 58 Series 2001-5 Certificates 5.3% Class A Asset Backed Certificates, Series 2001-5 Floating Rate Class B Asset Backed Certificates, Series 2001-5 Series 2001-6 Certificates 5.727% Class A and Class B Asset Backed Certificates, Series 2001-6 Series 2001-7 Certificates 3.85% Class A Asset Backed Certificates, Series 2001-7 Floating Rate Class B Asset Backed Certificates, Series 2001-7 Series 2001-8 Certificates 4.6% Class A Asset Backed Certificates, Series 2001-8 Floating Rate Class B Asset Backed Certificates, Series 2001-8 Securities to be registered pursuant to Section 12(g) of the Act: None 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 ------ ------ Registrant does not have any voting stock. Registrant has not been involved in bankruptcy proceedings during the preceding five years. Registrant is not reporting as a corporate issuer. No documents have been incorporated by reference into this Form 10K. THE INDEX APPEARS ON PAGE 8 Page 4 of 58 Part I Item 1. Business Not Applicable. 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 Capital One Bank. 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 Stockholder Matters To the best knowledge of the registrant, there is no established public trading market for the Certificates. (a) For purposes of this report, "Certificateholders" includes Class A Certificateholders, Class B Certificateholders, any holders of Class C Interest and holders of any Collateral Indebtedness Interest. (b) Not Applicable. Item 6. Selected financial Data Not Applicable. Item 7. Management's Discussion and Analysis of Financial condition and Results of Operations Not Applicable. Item 8. Financial Statements and Supplementary Data Not Applicable. Page 5 of 58 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) Not Applicable. (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 2001 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 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). (b) Not applicable (c) Not Applicable Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports On Form 8-K Reports on Form 8-K. The following Current Reports on Form: 8-K were filed by the registrant relating to 2001: Current Reports on Form 8-K dated: January 16, 2001; February 15, 2001; March 15, 2001; April 15, 2001; May 15, 2001; June 12, 2001; July 11, 2001; August 10, 2001; September, 13, 2001; October 18, 2001; November 9, 2001; December 11, 2001. Page 6 of 58 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. Capital One Master Trust (Registrant) By: Capital One Bank (Seller and Servicer) By: /s/ David M. Willey ----------------------------- David M. Willey Senior Vice President and CFO Page 7 of 58
EXHIBIT INDEX PAGE NOS. Exhibit 99.0 Capital One Master Trust Aggregated Data for 2001. 10 Exhibit 99.1 Annual Certificateholders' Statement required to be 11 prepared pursuant to Series 1996-1 Supplement. Exhibit 99.2 Annual Certificateholders' Statement required to be 13 prepared pursuant to Series 1996-2 Supplement. Exhibit 99.3 Annual Certificateholders' Statement required to be 15 prepared pursuant to Series 1996-3 Supplement. Exhibit 99.4 Annual Certificateholders' Statement required to be 17 prepared pursuant to Series 1997-1 Supplement. Exhibit 99.5 Annual Certificateholders' Statement required to be 19 prepared pursuant to Series 1997-2 Supplement. Exhibit 99.6 Annual Certificateholders' Statement required to be 21 prepared pursuant to Series 1998-1 Supplement. Exhibit 99.7 Annual Certificateholders' Statement required to be 23 prepared pursuant to Series 1998-3 Supplement. Exhibit 99.8 Annual Certificateholders' Statement required to be 25 prepared pursuant to Series 1998-4 Supplement. Exhibit 99.9 Annual Certificateholders' Statement required to be 27 prepared pursuant to Series 1999-1 Supplement. Exhibit 99.10 Annual Certificateholders' Statement required to be 29 prepared pursuant to Series 1999-2 Supplement. Exhibit 99.11 Annual Certificateholders' Statement required to be 31 prepared pursuant to Series 1999-3 Supplement.
Page 8 of 58 Exhibit 99.12 Annual Certificateholders' Statement required to be 33 prepared pursuant to Series 2000-1 Supplement. Exhibit 99.13 Annual Certificateholders' Statement required to be 35 prepared pursuant to Series 2000-2 Supplement. Exhibit 99.14 Annual Certificateholders' Statement required to be 37 prepared pursuant to Series 2000-3 Supplement. Exhibit 99.15 Annual Certificateholders' Statement required to be 39 prepared pursuant to Series 2000-4 Supplement. Exhibit 99.16 Annual Certificateholders' Statement required to be 41 prepared pursuant to Series 2000-5 Supplement. Exhibit 99.17 Annual Certificateholders' Statement required to be 43 prepared pursuant to Series 2001-1 Supplement. Exhibit 99.18 Annual Certificateholders' Statement required to be 45 prepared pursuant to Series 2001-2 Supplement. Exhibit 99.19 Annual Certificateholders' Statement required to be 47 prepared pursuant to Series 2001-3 Supplement. Exhibit 99.20 Annual Certificateholders' Statement required to be 49 prepared pursuant to Series 2001-4 Supplement. Exhibit 99.21 Annual Certificateholders' Statement required to be 51 prepared pursuant to Series 2001-5 Supplement. Exhibit 99.22 Annual Certificateholders' Statement required to be 53 prepared pursuant to Series 2001-6 Supplement. Exhibit 99.23 Annual Certificateholders' Statement required to be 55 prepared pursuant to Series 2001-7 Supplement. Exhibit 99.24 Annual Certificateholders' Supplement required to be 57 prepared pursuant to Series 2001-8 Supplement.
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