SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
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
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
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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 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.
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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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