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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 19961997 Commission file number 0-23750
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. Employer 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 telephone number, including area code 804 967-1000
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Series 1993-1 Certificates Series 1993-3 Certificates
5.20% Class A Asset Backed Certificates, Series 1993-1 4.85% Class A Asset Backed Certificates, Series 1993-3
5.40% Class B Asset Backed Certificates, Series 1993-1 5.25% Class B Asset Backed Certificates, Series 1993-3
Series 1993-4 Certificates Series 1994-1Series 1993-1 Certificates
5.20% Class A Asset Backed Certificates, Series 1993-1
5.40% Class B Asset Backed Certificates, Series 1993-1
Series 1993-3 Certificates
4.85% Class A Asset Backed Certificates, Series 1993-3
5.25% Class B Asset Backed Certificates, Series 1993-3
Series 1993-4 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1993-4
5.80% Class B Asset Backed Certificates, Series 1993-4
Series 1994-2 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1994-2
6.95% Class B Asset Backed Certificates, Series 1994-2
Series 1994-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1994-3
7.35% Class B Asset Backed Certificates, Series 1994-3
Series 1994-4 Certificates
6.80% Class A Asset Backed Certificates, Series 1994-4
7.10% Rate Class B Asset Backed Certificates, Series 1994-4
Series 1995-1 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1993-4 Floating Rate Class A Asset Backed Certificates, Series
5.80% Class B Asset Backed Certificates, Series 1993-4 1994-1
6.60% Class B Asset Backed Certificates, Series
1994-1
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
6.95% Class B Asset Backed Certificates, Series 1994-2 7.35% Class B Asset Backed Certificates, Series
1994-3
Series 1994-4 Certificates Series 1995-1 Certificates
6.80% Class A Asset Backed Certificates, Series 1994-4 Floating Rate Class A Asset Backed Certificates, Series
7.10% Rate Class B Asset Backed Certificates, Series 1994-4 1995-1
Series 1995-3 Certificates Series 1995-4 Certificates
Floating Rate Class B Asset Backed Certificates, Series 1995-3
Series 1995-4 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1995-4
Securities to be registered pusuant to Section 12(g) of the Act:
Series 1996-2 Certificates Series 1996-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1996-2
Series 1996-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1996-3
Securities to be registered pursuant to Section 12(g) of the Act:
None
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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
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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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PARTPart I
ITEMItem 1. BUSINESS.Business.
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Not Applicable.
ITEMItem 2. PROPERTIES.Properties.
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Not Applicable.
ITEMItem 3. LEGAL PROCEEDINGS.Legal Proceedings.
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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.
ITEMItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.Submission of Matters to a Vote of Security Holders.
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No matter was submitted during the fiscal year covered by this report
to a vote of Certificateholders.
PARTPart II
ITEMItem 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.Market for Registrant's Common Equity and Related Stockholder
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Matters.
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(a) To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
(b) As of February 28, 1997,1998, there were 1523 investor
Certificateholders of record. 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)(c) Not Applicable.
ITEMItem 6. SELECTED FINANCIAL DATA.Selected Financial Data.
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Not Applicable.
ITEMItem 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.Management's Discussion and Analysis of Financial Condition and
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Results of Operations.
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Not Applicable
ITEMItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.Financial Statements and Supplementary Data.
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Not Applicable.
ITEMItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.Changes in and Disagreements With Accountants on Accounting and
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Financial Disclosure.
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None.
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PARTPart III
ITEMItem 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.Directors and Executive Officers of the Registrant.
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Not Applicable.
ITEMItem 11. EXECUTIVE COMPENSATION.Executive Compensation.
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Not Applicable.
ITEMItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.Security Ownership of Certain Beneficial Owners and Management.
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(a) The Public Certificates representing investors' interests in the
Trust are represented by a single Certificate 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 the Public Certificates, which it
held on behalf of brokers, dealers, banks and other direct participants in the
DTC system at December 31, 1996.1997. Such direct participants may hold Certificates
for their own accounts or for the accounts of their customers. At February 28,
1997,1998, the following direct DTC participants held positions in Public
Certificates representing interests in the Trust equal to or exceeding 5% of the
$8,420,067,012.58$9,091,460,137.62 total principal amount of Certificates outstanding on that
date:
Percentage of
Participant Aggregate Total Certificates
Name and Address Principal Amount Principal Amount
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Bankers Trust Company $ 458,057,023 5.44%
SSB-Custodian 459,415,000 5.46
Citibank 523,477,000 6.22
Bank of New York 822,994,000 9.771,022,362,000 11.25%
Chase Manhattan Bank, N.A. 1,769,532,616 21.02
1,553,612,000 17.09%
The address of each of the above participants is:
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
The Series 1997-1 Class A Certificates are held solely by Chase
Manhatten Bank, London as Custodian for Morgan Stanley & Co. International
Limited. On February 28, 1998, Chase Manhatten Bank, London as Custodian for
Morgan Stanley & Co. International Limited held interest in the Trust of 5.35%
of the total principal amount of Certificates outstanding. The address of Morgan
Stanley & Co. International Limited is as follows:
25 Cabot Square
Canary Wharf
London E14 4QA England
The Series 1996-1 Class A Certificates are held solely by Chase
Manhatten Bank, London as Custodian for Salomon Brothers International Limited.
On February 28, 1997,1998, Chase Manhatten Bank, London as Custodian for Salomon
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Brothers International Limited held interest in the Trust of 8.03%7.44% of the total
principal amount of Certificates outstanding. The address of Salomon Brothers
International Limited is as follows:
Victoria Plaza
111 Buckingham Palace Road
London, SW1W 0SB England
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The Series 1994-A Certificates are held solely by Eiger Capital
Corporation.Union Bank of
Switzerland, as Agent. On February 28, 1997, Eiger Capital Corporation1998, Union Bank of Switzerland, as
Agent, held interest in the Trust of 7.66%12.88% of the total principal amount of
Certificates outstanding. The address of Eiger Capital CorporationUnion Bank of Switzerland is as
follows:
c/o Lord Securities Corporation
2 Wall Street
New York NY 10005Branch
299 Park Avenue
New York, New York 10171
Attention: Mr. Andrew L. Stidd, PresidentLoan Servicing Group
No other owner holds more than a 5% interest in the Trust.
(b) Not Applicable.
(c) Not Applicable.
ITEMItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.Certain Relationships and Related Transactions.
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(a) The registrant knows of no transaction or series of
transactions during 1996,1997, 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.
PARTPart IV
ITEMItem 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORMExhibits, Financial Statement Schedules, and Reports On Form 8-K.
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(a) Exhibits.
Exhibit 99.0 Capital One Master Trust Aggregated Data for 1996Exhibit 99.0 Capital One Master Trust Aggregated Data for
1997
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
1993-3 Supplement.
Exhibit 99.3 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1993-4 Supplement.
Exhibit 99.4 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1994-1 Supplement.
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Exhibit 99.5 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1994-2 Supplement.
Exhibit 99.6 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1994-3 Supplement.
Exhibit 99.7 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1994-4 Supplement.
Exhibit 99.8 Annual Certificateholders' Statement delivered pursuant to Section 5.02(c)
of the Series 1994-A Supplement.
Exhibit 99.9 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1995-1 Supplement.
Exhibit 99.10 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1995-2 Supplement.
Exhibit 99.11 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1995-3 Supplement.
Exhibit 99.12 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1995-4 Supplement.
Exhibit 99.13 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1996-1 Supplement.
Exhibit 99.14 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1996-2 Supplement.
Exhibit 99.15 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 1993-3
Supplement.
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Exhibit 99.3 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(e) of the Series 1993-4
Supplement.
Exhibit 99.4 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(e) of the Series 1994-2
Supplement.
Exhibit 99.5 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(e) of the Series 1994-3
Supplement.
Exhibit 99.6 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(e) of the Series 1994-4
Supplement.
Exhibit 99.7 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(c) of the Series 1994-A
Supplement.
Exhibit 99.8 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1995-1
Supplement.
Exhibit 99.9 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(f) of the Series 1995-2
Supplement.
Exhibit 99.10 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1995-3
Supplement.
Exhibit 99.11 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1995-4
Supplement.
Exhibit 99.12 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1996-2
Supplement.
Exhibit 99.13 Annual Certificateholders' Statement delivered
pursuant to Section 5.02(d) of the Series 1996-3
Supplement.
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(b) Reports on Form 8-K. The following Current Reports on Form 8-K
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were filed by the registrant relating to 1996:1997: Current Reports
on Form 8-K dated February 15, 1996,17, 1997, March 15,
1996,17, 1997, April 15,
1996,1997, May 15, 1996,1997, June 17, 1996,16, 1997, July 15, 1996,1997, August 15,
1996,1997, September 16, 1996,15, 1997, October 15, 1996,1997, November 17, 1997,
December 15, 1996, December 16, 19961997 and January 15, 1997.1998.
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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
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(Seller and Servicer)
Dated: March 31, 19971998 By: /s/ David M. Willey
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David M. Willey
Senior Vice President and Treasurer
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EXHIBIT INDEX
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Sequential
Exhibit No. Page No.
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99.0 Capital One Master Trust Aggregated Data for 1996 101997 9
99.1 Annual Certificateholders' Statement delivered pursuant to 1110
Section 5.02(e) of the Series 1993-1 Supplement.
99.2 Annual Certificateholders' Statement delivered pursuant to 1312
Section 5.02(e) of the Series 1993-3 Supplement.
99.3 Annual Certificateholders' Statement delivered pursuant to 1513
Section 5.02(e) of the Series 1993-4 Supplement.
99.4 Annual Certificateholders' Statement delivered pursuant to 15
Section 5.02(e) of the Series 1994-2 Supplement.
99.5 Annual Certificateholders' Statement delivered pursuant to 17
Section 5.02(e) of the Series 1994-11994-3 Supplement.
99.599.6 Annual Certificateholders' Statement delivered pursuant to 19
Section 5.02(e) of the Series 1994-21994-4 Supplement.
99.699.7 Annual Certificateholders' Statement delivered pursuant to 21
Section 5.02(e)5.02(c) of the Series 1994-3 Supplement.
99.7 Annual Certificateholders' Statement delivered pursuant to 23
Section 5.02(e) of the Series 1994-41994-A Supplement.
99.8 Annual Certificateholders' Statement delivered pursuant to 2522
Section 5.02(e)5.02(d) of the Series 1994-A1995-1 Supplement.
99.9 Annual Certificateholders' Statement delivered pursuant to 2624
Section 5.02(c)5.02(f) of the Series 1995-11995-2 Supplement.
99.10 Annual Certificateholders' Statement delivered pursuant to 2826
Section 5.02(e)5.02(d) of the Series 1995-21995-3 Supplement.
99.11 Annual Certificateholders' Statement delivered pursuant to 3028
Section 5.02(e)5.02(d) of the Series 1995-31995-4 Supplement.
99.12 Annual Certificateholders' Statement delivered pursuant to 3230
Section 5.02(e)5.02(d) of the Series 1995-41996-2 Supplement.
99.13 Annual Certificateholders' Statement delivered pursuant to 3432
Section 5.02(c) of the Series 1996-1 Supplement.
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99.14 Annual Certificateholders' Statement delivered pursuant to 36
Section 5.02(c) of the Series 1996-2 Supplement.
99.15 Annual Certificateholders' Statement delivered pursuant to 38
Section 5.02(c)5.02(d) of the Series 1996-3 Supplement.
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