Item 2. Properties.
Pursuant to Section 3.04(b) of the Amended and Restated Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April 24, 1998 relating to the Universal Card Master Trust (the "Trust") among Universal Bank, National Association, as Transferor, Universal Card Services Corp., as Servicer, and Bankers Trust Company, as Trustee, Universal Card Services Corp., as Servicer, is required to deliver to the Trustee a monthly servicer certificate (the "Monthly Report") for each outstanding series of investor certificates. Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 contain the Annual Statement for Series 1995-2, Series 1995-3, Series 1996-1, Series 1996-2, Series 1996-3, and Series 1997-1 aggregating the information for each such series contained in the Monthly Reports for calendar year 1999.
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 Servicer, the Trust Assets or Universal Bank, National Association other than ordinary routine litigation incidental to the duties of the Trustee, the Servicer or Universal Bank, National Association under the Pooling and Servicing Agreement.
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 Stockholders Matters.
Each class of Certificates is represented by one or more certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company.
To the best knowledge of the registrant, there is no established public trading market for the Certificates.
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 7A
Item 7A Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Exhibits 99.1 through 99.6 filed as part of this report and listed in Item 14(a) below are also filed as part of this report under this Item 8.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not Applicable.
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) Each class of Certificates is represented by one or more Certificates 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 Certificates, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 1999. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1999, the following direct DTC participants held positions in the Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of each class of Certificates on that date:
SERIES 1995-2
SERIES 1995-3
SERIES 1996-1
SERIES 1996-2
The Class A and Class B Series 1996-2 Floating Rate Asset Backed Certificates matured on June 17, 1999. Accordingly, there are no holders at December 31, 1999.
SERIES 1996-3
SERIES 1997-1
The address of each above participant is:
c/o The Depository Trust Company 55 Water Street New York, New York 10041
(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 1999, 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) The following are filed as part of this report.
Exhibit 99.1 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1995-2.
Exhibit 99.2 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1995-3.
Exhibit 99.3 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1996-1.
Exhibit 99.4 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1996-2.
Exhibit 99.5 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1996-3.
Exhibit 99.6 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1997-1.
Exhibit 99.7 Universal Card Services Corp. Officers Certificate dated February 15, 2000.
Exhibit 99.8 Report, dated January 21, 2000, issued by KPMG LLP.
(b) The following Current Reports on Form 8-K were filed by the registrant during 1999 and through the date hereof:
Current Report on Form 8-K dated December 17, 1998 Current Report on Form 8-K dated January 19, 1999 Current Report on Form 8-K dated February 17, 1999 Current Report on Form 8-K dated March 17, 1999 Current Report on Form 8-K dated April 19, 1999 Current Report on Form 8-K dated May 17, 1999 Current Report on Form 8-K dated June 17, 1999 Current Report on Form 8-K dated July 19, 1999 Current Report on Form 8-K dated August 17, 1999 Current Report on Form 8-K dated September 17, 1999 Current Report on Form 8-K dated October 18, 1999 Current Report on Form 8-K dated November 17, 1999 Current Report on Form 8-K dated December 17, 1999 Current Report on Form 8-K dated January 18, 2000
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 hereunto duly authorized on this 22nd day of February, 2000.
UNIVERSAL CARD MASTER TRUST
BY: UNIVERSAL CARD SERVICES CORP., Servicer
By: /s/ Andrew Lubliner ------------------------------ Name: Andrew Lubliner Title: Servicing Officer
EXHIBIT DESCRIPTION - ------- -----------
Exhibit 99.1 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1995-2.
Exhibit 99.2 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1995-3.
Exhibit 99.3 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1996-1.
Exhibit 99.4 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1996-2.
Exhibit 99.5 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1996-3.
Exhibit 99.6 Annual Statement for the Period Ending December 31, 1999 with respect to the Universal Card Master Trust Series 1997-1.
Exhibit 99.7 Universal Card Services Corp. Officers Certificate dated February 15, 2000.
Exhibit 99.8 Report, dated January 21, 2000, issued by KPMG LLP.