SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.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 endedended: December 31, 1998 Commission file number 0-237502001
CAPITAL ONE MASTER TRUST
CAPITAL ONE BANK
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(Exact name of registrant as specified in its charter)
Virginia 54-1719855
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(State or other jurisdiction of (I.R.S.(IRS Employer
incorporation) Identification No.)
incorporation or organization)
11013 West Broad Street Road, Glen Allen, , Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's(Registrant's telephone number, including area code 804code):
(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:
Series 1993-1 Certificates Series 1993-4 Certificates
5.20% Class A Asset Backed Certificates, Series 1993-1 Floating Rate Class A Asset Backed Certificates, Series 1993-4
5.40% Class B Asset Backed Certificates, Series 1993-1 5.80% Class B Asset Backed Certificates, Series 1993-4
Series 1994-2 Certificates Series 1994-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1994-2 Floating Rate Class A Asset Backed Certificates,Series 1994-3
6.95% Class B Asset Backed Certificates, Series 1994-2 7.35% Class B Asset Backed Certificates, Series 1994-3
Series 1995-1 Certificates Series 1995-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1995-1 Floating Rate Class B Asset Backed Certificates, Series 1995-3
Series 1995-4 Certificates Series 1996-2 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1995-4 Floating Rate Class A Asset Backed Certificates, Series 1996-2
Series 1996-3 Certificates Series 1997-1 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1996-3 Floating Rate Class A Asset Backed Certificates, Series 1997-1
Series 1997-2 Certificates Series 1998-1 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1997-2 6.310% Class A Asset Backed Certificates
Series 1998-2 Certificates Series 1998-3 Certificates
7.625% Class A Asset Backed Certificates 7.25% Class A Asset Backed Certificates
Series 1998-4 Certificates
5.43% Class A Rate Asset Backed Certificates
Page 1 of 33
Securities to be registered pusuant 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 EXHIBIT INDEX APPEARS ON PAGE 8
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Part I
Item 1. Business.
- ------ --------Business
Not Applicable.
Item 2. Properties.
- ------ ----------Properties
Not Applicable.
Item 3. Legal Proceedings.
- ------ -----------------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.
- ------ ---------------------------------------------------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.
-------
(a)Matters
To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
(b) As of February 28, 1998, there were 23 investor
Certificateholders of record.(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.
(c)(b) Not Applicable.
Item 6. Selected Financial Data.
- ------ -----------------------financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Conditioncondition and
- ------ ---------------------------------------------------------------
Results of Operations.
---------------------Operations
Not ApplicableApplicable.
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------Data
Not Applicable.
Page 5 of 58
Item 9. Changes in and Disagreements With Accountants on Accounting and
- ------ ---------------------------------------------------------------
Financial Disclosure.
--------------------Disclosure
None.
-4-
Part III
Item 10. Directors and Executive Officers of the Registrant.
- ------- --------------------------------------------------Registrant
Not Applicable.
Item 11. Executive Compensation.
- ------- ----------------------Compensation
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------- --------------------------------------------------------------Management
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Item 13. Certain Relationships and Related Transactions.
- ------- -----------------------------------------------Transactions
(a) The registrant knows of no transaction or series of
transactions during 1997,2001 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
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.applicable
(c) Not Applicable.Applicable
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports On Form 8-K.
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(a) Exhibits.
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Exhibit 99.0 Capital One Master Trust Aggregated
Data for 1998
Exhibit 99.1 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(e) of the Series 1993-1
Supplement.
Exhibit 99.2 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(e) of the Series 1993-4
Supplement.
Exhibit 99.3 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(e) of the Series 1994-3
Supplement.
Exhibit 99.4 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(e) of the Series 1994-A
Supplement.
Exhibit 99.5 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(e) of the Series 1995-1
Supplement.
-5-
Exhibit 99.6 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(e) of the Series 1995-2
Supplement.
Exhibit 99.7 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(c) of the Series 1995-3
Supplement.
Exhibit 99.8 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1995-4
Supplement.
Exhibit 99.9 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(f) of the Series 1996-2
Supplement.
Exhibit 99.10 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1996-3
Supplement.
Exhibit 99.11 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1997-1
Supplement.
Exhibit 99.12 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1997-2
Supplement.
Exhibit 99.13 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1998-1
Supplement.
Exhibit 99.14 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1998-2
Supplement.
Exhibit 99.15 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1998-3
Supplement.
Exhibit 99.16 Annual Certificateholders' Statement
delivered pursuant to Section
5.02(d) of the Series 1998-4
Supplement.
- -----------
(b)8-K
Reports on Form 8-K. The following Current Reports on Form
-------------------Form:
8-K were filed by the registrant relating to 1997:2001: Current
Reports on Form 8-K dateddated: January 16, 2001; February 17, 1997,15, 2001;
March 17, 1997,15, 2001; April 15, 1997,2001; May 15, 1997,2001; June 16, 1997,12, 2001;
July 15, 1997,11, 2001; August 15, 1997,10, 2001; September, 15, 1997,13, 2001; October 15, 1997,18,
2001; November 17, 1997,9, 2001; December 15, 1997 and January 15, 1998.
-6-11, 2001.
Page 6 of 58
SIGNATURES
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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
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(Registrant)
By: Capital One Bank
------------------------------------
(Seller and Servicer)
Dated: March 31, 1999
By: /s/ David M. Willey
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David M. Willey
Senior Vice President and Treasurer
-7-CFO
Page 7 of 58
EXHIBIT INDEX
-------------
Sequential
Exhibit No. Page No.
- ----------- --------EXHIBIT INDEX PAGE NOS.
Exhibit 99.0 Capital One Master Trust Aggregated Data for 1998 92001. 10
Exhibit 99.1 Annual Certificateholders' Statement deliveredrequired to be 11
prepared pursuant to 10
Section 5.02(e) of the Series 1993-11996-1 Supplement.
Exhibit 99.2 Annual Certificateholders' Statement deliveredrequired to be 13
prepared pursuant to 12
Section 5.02(e) of the Series 1993-41996-2 Supplement.
Exhibit 99.3 Annual Certificateholders' Statement deliveredrequired to be 15
prepared pursuant to 14
Section 5.02(e) of the Series 1994-31996-3 Supplement.
Exhibit 99.4 Annual Certificateholders' Statement deliveredrequired to be 17
prepared pursuant to 16
Section 5.02(e) of the Series 1994-A1997-1 Supplement.
Exhibit 99.5 Annual Certificateholders' Statement deliveredrequired to be 19
prepared pursuant to 17
Section 5.02(e) of the Series 1995-11997-2 Supplement.
Exhibit 99.6 Annual Certificateholders' Statement deliveredrequired to be 21
prepared pursuant to 19
Section 5.02(e) of the Series 1995-21998-1 Supplement.
Exhibit 99.7 Annual Certificateholders' Statement deliveredrequired to be 23
prepared pursuant to 21
Section 5.02(c) of the Series 1995-31998-3 Supplement.
Exhibit 99.8 Annual Certificateholders' Statement deliveredrequired to be 25
prepared pursuant to 23
Section 5.02(d) of the Series 1995-41998-4 Supplement.
Exhibit 99.9 Annual Certificateholders' Statement deliveredrequired to be 27
prepared pursuant to 25
Section 5.02(f) of the Series 1996-21999-1 Supplement.
Exhibit 99.10 Annual Certificateholders' Statement deliveredrequired to be 29
prepared pursuant to 27
Section 5.02(d) of the Series 1996-31999-2 Supplement.
Exhibit 99.11 Annual Certificateholders' Statement deliveredrequired to be 31
prepared pursuant to 29
Section 5.02(d) of the Series 1997-11999-3 Supplement.
Page 8 of 58
Exhibit 99.12 Annual Certificateholders' Statement deliveredrequired to be 33
prepared pursuant to 31
Section 5.02(d) of the Series 1997-22000-1 Supplement.
Exhibit 99.13 Annual Certificateholders' Statement deliveredrequired to be 35
prepared pursuant to 33
Section 5.02(d) of the Series 1998-12000-2 Supplement.
Exhibit 99.14 Annual Certificateholders' Statement delivered 35required to be 37
prepared pursuant to Section 5.02(d) of the Series 1998-22000-3 Supplement.
Exhibit 99.15 Annual Certificateholders' Statement delivered 37required to be 39
prepared pursuant to Section 5.02(d) of the Series 1998-32000-4 Supplement.
Exhibit 99.16 Annual Certificateholders' Statement delivered 39required to be 41
prepared pursuant to Section 5.02(d) of the Series 1998-42000-5 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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