Item 1. Business. - ------ --------
Not Applicable.
Item 2.
Item 2. Properties. - ------ ----------
Not Applicable.
Item 3.
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.
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.
Item 5. Market for Registrant's Common Equity and Related Stockholder - ------ ------------------------------------------------------------- Matters. -------
(a) 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. 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) Not Applicable.
Item 6.
Item 6. Selected Financial Data. - ------ -----------------------
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and - ------ --------------------------------------------------------------- Results of Operations. ---------------------
Not Applicable
Item 8.
Item 8. Financial Statements and Supplementary Data. - ------ -------------------------------------------
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and - ------ --------------------------------------------------------------- Financial Disclosure. --------------------
None.
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant. - ------- --------------------------------------------------
Not Applicable.
Item 11.
Item 11. Executive Compensation. - ------- ----------------------
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. - ------- --------------------------------------------------------------
(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, 1997. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At February 28, 1998, the following direct DTC participants held positions in Public Certificates representing interests in the Trust equal to or exceeding 5% of the $9,091,460,137.62 total principal amount of Certificates outstanding on that date:
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, 1998, Chase Manhatten Bank, London as Custodian for Salomon
Brothers International Limited held interest in the Trust of 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
The Series 1994-A Certificates are held solely by Union Bank of Switzerland, as Agent. On February 28, 1998, Union Bank of Switzerland, as Agent, held interest in the Trust of 12.88% of the total principal amount of Certificates outstanding. The address of Union Bank of Switzerland is as follows:
New York Branch 299 Park Avenue New York, New York 10171 Attention: Loan Servicing Group
No other owner holds more than a 5% interest in the Trust.
(b) Not Applicable. (c) Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions. - ------- -----------------------------------------------
(a) The registrant knows of no transaction or series of transactions during 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.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports On Form 8-K. - ------- ----------------------------------------------------------------
(a) Exhibits.
Exhibit 99.0 Capital One Master Trust Aggregated Data for
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 1994-2 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.
- -----------
(b) Reports on Form 8-K. The following Current Reports on Form 8-K ------------------- were filed by the registrant relating to 1997: Current Reports on Form 8-K dated February 17, 1997, March 17, 1997, April 15, 1997, May 15, 1997, June 16, 1997, July 15, 1997, August 15, 1997, September 15, 1997, October 15, 1997, November 17, 1997, December 15, 1997 and January 15, 1998.
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)
Dated: March 31, 1998 By: /s/ David M. Willey ---------------------------------- David M. Willey Senior Vice President and Treasurer
EXHIBIT INDEX -------------