EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Fiscal Year Ended: December 31, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _____ to _____
Commission file numbers 333-67855
Dillard Asset Funding Company
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(Exact name of registrant as specified in its charter)
Delaware 88-0352714
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(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
c/o Chase Manhattan Bank USA, N.A.
500 Stanton Christiana Rd.
POS4/3rd Floor
Newark, Delaware 19713
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(Address of principal executive offices) (Zip Code)
(302) 575-5000
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange of Which Registered
NONE N/A
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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 reports), and (2) has
been subject to such filing requirements for the last 90 days: Yes / / No /X/
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K or any amendment to this Form 10-K. /X/
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrants. The aggregate value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing.
The registrant has no voting or non-voting common equity outstanding
as of the date of this report.
Dillard Credit Card Master Trust I is a trust that has issued
certificates of beneficial interest in the trust assets.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference
and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes.
None.
Introductory Note
Dillard Credit Card Master Trust I, (the "Trust"), was formed
pursuant to a Pooling and Servicing Agreement, as amended (the "Agreement")
between Dillard Asset Funding Company, as transferor, Dillard National Bank,
as servicer, and an unrelated trustee (the "Trustee"). The registrant will
file reports pursuant to Section 13, 15(d) and 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), in the manner described in the
SEC no-action letter dated December 5, 1989, submitted to the Office of the
Chief Counsel on behalf of Chemical Bank Credit Card Trust 1989-A ("No-Action
Letter"). Accordingly, responses to certain Items have been omitted from or
modified in this Annual Report on Form 10-K.
The Dillard Credit Card Master Trust I is the Issuer of Class A
Floating Rate Asset Backed Certificates Series 2000-1 (the "Certificates").
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Part I
Item 1. Business
Omitted.
Item 2. Properties
Pursuant to the Agreement, Dillard Asset Funding Company has
transferred to the Trust from time to time the receivables (the "Receivables")
arising in certain designated credit card accounts.
The aggregate Investor Default Amount for the year ended December 31,
2001 was $88.2 million. Net Charge-offs were $67.0 million for the same
period. As of December 31, 2001, Accounts designated for the Master Trust
having an aggregate balance of $47.6 million, or 3.5% of all Receivables, were
delinquent 30 - 59 days; Accounts having an aggregate balance of $14.4
million, or 1.1% of all Receivables, were delinquent 60 - 89 days; and
Accounts having an aggregate balance of $30.0 million or 2.2% of all
Receivables, were delinquent 90 days or more.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings with
respect to the Trust, the Trustee, Dillard Asset Funding Company and Dillard
National Bank.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Certificateholders during the
fiscal year covered by this report.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters
Omitted.
Item 6. Selected Financial Data
Omitted.
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Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Omitted.
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
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted.
Item 13. Certain Relationships and Related Transactions
Omitted.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K
(a) The following documents are filed as part of this Annual Report
on Form 10-K.
Exhibit Number Description
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23.1 Independent Auditors' Consent.
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99.1 Annual Servicer's Certificate pursuant
to Section 3.05 of the Agreement.
99.2 Management Report on Internal Control over
Servicing of Securitized Credit Card
Receivables.
99.3 Independent Accountants' Report
pursuant to Section 3.06 of the Agreement.
(b) Reports on Form 8-K.
None.
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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.
Dated: October 4, 2002
DILLARD ASSET FUNDING COMPANY
By: Administrator
By: /s/ John Hawkins
_________________________________
Name: John Hawkins
Title: Administrator
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
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INDEX TO EXHIBITS
Exhibit Number: Description:
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23.1 Independent Auditors' Consent.
99.1 Annual Servicer's Certificate pursuant to Section 3.05
of the Agreement.
99.2 Management Report on Internal Control over Servicing of
Securitized Credit Card Receivables.
99.3 Independent Accountants' Report pursuant to
Section 3.06 of the Agreement.
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Exhibit 23.1
Independent Auditors' Consent
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (No. 333-67855)
of Dillard Credit Card Master Trust I and Dillard Asset Funding Company of our
report dated February 6, 2002 appearing as Exhibit 99.3 of this Form 10-K.
Deloitte & Touche LLP
Dallas, Texas
October 4, 2002
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Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
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DILLARD CREDIT CARD MASTER TRUST I
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The undersigned, a duly authorized representative of DILLARD NATIONAL
BANK, a national banking association organized and existing under the laws of
the United States ("DNB"), as Servicer pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of June 28, 2000 (the "Pooling and
Servicing Agreement") by and among Dillard Asset Funding Company, DNB and
JPMorgan Chase Bank, as trustee (the "Trustee") does hereby certify that:
1. DNB is the Servicer under the Pooling and Servicing
Agreement.
2. The undersigned is duly authorized pursuant to the Pooling
and Servicing Agreement to execute and deliver this Certificate
to the Trustee.
3. This Certificate is delivered pursuant to Section 3.5 of the
Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during the
twelve-month period ended December 31, 2001 was conducted under the
supervision of the undersigned.
5. Based on such review, the Servicer has, to the best of the
knowledge of the undersigned, fully performed all its obligations
under the Pooling and Servicing Agreement throughout such period and
no default in the performance of such obligations has occurred or is
continuing except as set forth in paragraph 6 below.
6. The following is a description of each default in the
performance of the Servicer's obligations under the provisions of the
Pooling and Servicing Agreement, including any Supplement, known to
the undersigned to have been made during such period which sets forth
in detail (i) the nature of each such default, (ii) the action taken
by the Servicer, if any, to remedy each such default and (iii) the
current status of each such default:
None
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IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 2nd day of April, 2002.
DILLARD NATIONAL BANK,
as Servicer,
By: /s/ Charles O. Unfried
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Name: Charles O. Unfried
Title: CEO
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