SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2002
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 Nos. 333-58400
HOUSEHOLD PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST I
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(Exact name of Registrant as specified in Department
Of the Treasury, Internal Revenue Service Form SS-4)
HOUSEHOLD FINANCE CORPORATION
-----------------------------
(Servicer of the Trust)
(Exact name as specified in Servicer's charter)
DELAWARE 36-4423162
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation of Servicer) Number of Registrant)
2700 SANDERS ROAD, PROSPECT HEIGHTS, ILLINOIS 60070
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(Address of principal executive offices of Servicer) (Zip Code)
Servicer's telephone number, including area code (847) 564-5000
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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 [ ]
Registrant has no voting or nonvoting class common equity outstanding as of the
date of this report.
INTRODUCTORY NOTE
-----------------
HRSI Funding, Inc. II (the "Transferor") is the transferor under a Transfer and
Servicing Agreement (the "Agreement") dated as of June 12, 2001 by and among the
Transferor, Household Finance Corporation, as Servicer (the "Servicer") and
Wilmington Trust Company, as owner trustee (the "Trustee"), as supplemented by
the Series Supplements, providing for the issuance of Asset Backed Notes (the
"Notes"), and is the originator of the trust called the Household Private Label
Credit Card Master Note Trust I (the "Registrant" or the "Trust").
The Registrant has prepared this Form 10-K in reliance upon various no-action
letters issued by the Securities and Exchange Commission (the "Commission") to
other trusts which are substantially similar to the Trust. Items designated
herein as "Not Applicable" have been omitted as a result of this reliance. Each
Note represents an undivided interest in a pool of receivables held by the
Trust. The Notes issued, or to be issued, may be senior ("Class A Notes"),
subordinated ("Class B Notes") (and/or "Class C Notes") and Transferor Note(s).
PART I
Item 1. Business.
--------
Not Applicable.
Item 2. Properties.
----------
Not Applicable.
Item 3. Legal Proceedings.
-----------------
The Servicer is not aware of any material pending legal proceedings involving
either the Registrant, the Trustee, the Transferor or the Servicer with respect
to the Notes or the Registrant's property.
Item 4. Submission of Matters to a Vote of Security Holders.
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No vote or consent of the holders of the Notes (the "Noteholders") was solicited
for any purpose during the year ended December 31, 2002.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
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To the best knowledge of the Servicer, there is no established public trading
market for the Notes. At March 27, 2003, there were less than 300 holders of
each class of Notes.
Item 6. Selected Financial Data.
-----------------------
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
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Not Applicable.
Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
--------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
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Not Applicable.
Item 11. Executive Compensation.
----------------------
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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The following table sets forth (i) the name and address of each entity which
holds of record more than 5% of the outstanding principal amount of the Class A
and Class B Notes, (ii) the principal amount of Notes owned by each, and (iii)
the percent that the principal amount of Notes owned represents of the
outstanding principal amount. The information set forth in the table is based
upon information obtained by the Servicer from the Trustee and from The
Depository Trust Company as of March 25, 2003. The Servicer is not aware of any
Schedules 13D or 13G filed with the Securities and Exchange Commission in
respect of the Notes.
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2001-1, Class A Noteholders
- ----------------------------------
Boston Safe Deposit and Trust Company $ 69,850 17.46%
525 William Penn Place
Pittsburgh, PA 15259
Deutsche Bank Trust Company Americas $ 60,000 15.00%
648 Grassmere Park Road
Nashville, TN 37211
Dresdner Kleinwort Wasserstein Securities $ 25,000 6.25%
LLC
c/o ADP Proxy Services
HSBC Bank & Trust Company (Delaware), $ 25,000 6.25%
National Association
1201 Market St.
Wilmington, DE 19801
JPMorgan Chase Bank $ 30,000 7.50%
14201 Dallas Parkway
Dallas, TX 75254
The Northern Trust Company $ 88,825 22.20%
801 S. Canal
Chicago, IL 60607
State Street Bank and Trust Company $ 79,335 19.83%
1776 Heritage Drive
No. Quincy, MA 0217
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2001-1, Class B Noteholders
- ----------------------------------
Bank of New York $ 10,400 $17.84%
One Wall Street
New York, NY 10286
Boston Safe Deposit and Trust Company $ 14,000 24.02%
525 William Penn Place
Pittsburgh, PA 15259
Citibank, N.A. $ 4,000 6.86%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank $ 9,250 15.87%
14201 Dallas Parkway
Dallas, TX 75254
The Northern Trust Company $ 12,725 15.87%
801 S. Canal
Chicago, IL 60607
State Street Bank and Trust Company $ 7,500 12.87%
1776 Heritage Drive
No. Quincy, MA 02171
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2001-2, Class A Noteholders
- ----------------------------------
Bank of New York $ 68,835 12.51%
One Wall Street
New York, NY 10286
Boston Safe Deposit and Trust Company $ 50,012 9.09%
525 William Penn Place
Pittsburgh, PA 15259
Deutsche Bank Trust Company Americas $187,788 34.14%
648 Grassmere Park Road
Nashville, TN 37211
The Northern Trust Company $ 31,600 5.74%
801 S. Canal
Chicago, IL 60607
State Street Bank and Trust Company $ 56,330 10.24%
1776 Heritage Drive
No. Quincy, MA 02171
SSB Trust Custody $ 59,910 10.89%
2 Heritage Drive
No. Quincy, MA 02171
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2001-2, Class B Noteholders
- ----------------------------------
JPMorgan Chase Bank $ 32,300 $43.61%
14201 Dallas Parkway
Dallas, TX 75254
SSB - Bank Portfolio $ 25,000 33.76%
1776 Heritage Drive
No. Quincy, MA 02171
Swiss American Securities LLC $ 13,500 18.23%
12 East 49th Street
New York, NY 10017
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-1, Class A Noteholders
- ----------------------------------
Bank of New York $ 54,275 13.56%
One Wall Street
New York, NY 10286
Boston Safe Deposit and Trust Company $ 60,358 15.08%
525 William Penn Place
Pittsburgh, PA 15259
Deutsche Bank Trust Company Americas $159,837 39.95%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $ 35,875 8.96%
14201 Dallas Parkway
Dallas, TX 75254
The Northern Trust Company $ 25,950 6.48%
801 S. Canal
Chicago, IL 60607
State Street Bank and Trust Company $ 26,400 6.60%
1776 Heritage Drive
No. Quincy, MA 02171
SSB-Trust Custody $ 26,480 6.62%
2 Heritage Drive
No. Quincy, MA 02171
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-1, Class B Noteholders
- ----------------------------------
Deutsche Bank Trust Company Americas $ 41,000 76.13%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $ 12,850 64.25%
14201 Dallas Parkway
Dallas, TX 75254
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-1, Class C Noteholders
- ----------------------------------
JPMorgan Chase Bank $ 19,775 64.25%
14201 Dallas Parkway
Dallas, TX 75254
Prudential Securities Custody $ 11,000 35.74%
51 Mercedes Way
Edgewood, NY 11717
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-2, Class A Noteholders
- ----------------------------------
Bank of New York $ 24,500 6.12%
One Wall Street
New York, NY 10286
HSBC Bank & Trust Company (Delaware), $ 40,000 10.00%
National Association
1201 Market St.
Wilmington, DE 19801
JPMorgan Chase Bank $245,500 61.37%
14201 Dallas Parkway
Dallas, TX 75254
Wells Fargo Bank Minnesota, N.A. $ 55,500 13.87%
51 Mercedes Way
Edgewood, NY 11717
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-2, Class B Noteholders
- ----------------------------------
Bank of New York $ 6,900 11.84%
One Wall Street
New York, NY 10286
Deutsche Bank Trust Company Americas $ 21,941 37.65%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $ 24,275 41.65%
14201 Dallas Parkway
Dallas, TX 75254
Prudential Securities Custody $ 4,000 6.86%
51 Mercedes Way
Edgewood, NY 11717
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-2, Class C Noteholders
- ----------------------------------
JPMorgan Chase Bank $ 22,500 53.71%
14201 Dallas Parkway
Dallas, TX 75254
Prudential Securities Custody $ 19,000 46.28%
51 Mercedes Way
Edgewood, NY 11717
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-3, Class A Noteholders
- ----------------------------------
Bank of New York $125,000 18.57%
One Wall Street
New York, NY 10286
Boston Safe Deposit and Trust Company $ 49,000 7.28%
525 William Penn Place
Pittsburgh, PA 15259
Citibank, N.A. $100,000 14.85%
3800 Citibank Center B3-15
Tampa, FL 33610
Deutsche Bank Trust Company Americas $120,000 17.83%
648 Grassmere Park Road
Nashville, TN 37211
UBS AG $225,000 33.43%
677 Washington Blvd
Stamford CT. 06901
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-3, Class B Noteholders
- ----------------------------------
Bank of New York $ 18,355 18.69%
One Wall Street
New York, NY 10286
Boston Safe Deposit and Trust Company $ 5,092 5.19%
525 William Penn Place
Pittsburgh, PA 15259
Citibank, N.A. $ 5,050 5.14%
3800 Citibank Center B3-15
Tampa, FL 33610
Deutsche Bank Trust Company Americas $ 26,273 26.79%
648 Grassmere Park Road
Nashville, TN 37211
DBTC Americas/DBAG London Global Markets $ 15,000 15.29%
16 Wall Street
New York, NY 10005
JPMorgan Chase Bank $ 22,945 23.39%
14201 Dallas Parkway
Dallas, TX 75254
Amount Owned
------------
All dollar amounts are
----------------------
in thousands
------------
Name and Address Principal Percent
- ---------------- --------- -------
Series 2002-3, Class C Noteholders
- ----------------------------------
Bank of New York $ 4,000 5.78%
One Wall Street
New York, NY 10286
Credit Suisse First Boston LLC $ 5,000 7.23%
c/o ADP Proxy
Deutsche Bank Trust Company Americas $ 22,190 32.11%
648 Grassmere Park Road
Nashville, TN 37211
Deutsche Bank Securities Inc. $ 7,400 10.71%
1251 Avenue of the Americas
New York, NY 10020
JPMorgan Chase Bank $ 17,500 25.32%
14201 Dallas Parkway
Dallas, TX 75254
LaSalle Bank National Association $ 11,000 15.92%
135 South LaSalle St.
Chicago, IL 60603
Item 13. Certain Relationships and Related Transactions.
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None or Not Applicable.
PART IV
Item 14. Controls and Procedures.
-----------------------
Not Applicable.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) List the following documents filed as a part of the report:
(1) Financial Statements
Not Applicable.
(2) Financial Statement Schedules
Not Applicable.
(3) The Servicer is obligated to prepare an Annual Statement to Noteholders
for the year ended December 31, 2002, and Independent Public Accountants are
required to prepare an Annual Servicing Report pertaining to the compliance of
the Servicer with its servicing obligations pursuant to the Agreement. Copies of
said documents are filed as exhibits to this Form 10-K.
(b) The Registrant filed the following current reports on Form 8-K for the
fourth quarter of 2002:
Date of Reports Items Covered
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October 15, 2002, November 15, 2002 and Item 7. Statement to Noteholders
December 16, 2002. with respect to distribution made on
October 15, 2002, November 15, 2002
and December 16, 2002.
(c)
Exhibit 99(a) Copy of Annual Statement to Noteholders for the year 2002 for
Series 2001-1 Asset Backed Notes.
Exhibit 99(b) Copy of Annual Statement to Noteholders for the year 2002 for
Series 2001-2 Asset Backed Notes.
Exhibit 99(c) Copy of Annual Statement to Noteholders for the year 2002 for
Series 2002-1 Asset Backed Notes.
Exhibit 99(d) Copy of Annual Statement to Noteholders for the year 2002 for
Series 2002-2 Asset Backed Notes.
Exhibit 99(e) Copy of Annual Statement to Noteholders for the year 2002 for
Series 2002-3 Asset Backed Notes.
Exhibit 99(f) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2001-1 Asset Backed Notes.
Exhibit 99(g) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2001-2 Asset Backed Notes.
Exhibit 99(h) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2002-1 Asset Backed Notes.
Exhibit 99(i) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2002-2 Asset Backed Notes.
Exhibit 99(j) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2002-3 Asset Backed Notes.
Exhibit 99(k) Annual Servicer's Certificate dated March 31, 2003.
(d) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Servicer has duly caused this report to be signed on behalf of
the Household Private Label Credit Card Master Note Trust I by the undersigned,
thereunto duly authorized.
HOUSEHOLD FINANCE CORPORATION,
as Servicer of and on behalf of the
HOUSEHOLD PRIVATE LABEL CREDIT CARD MASTER
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NOTE TRUST I
------------
(Registrant)
By: /s/ STEVEN H. SMITH
-------------------
Steven H. Smith
Assistant Treasurer
Dated: March 31, 2003
Certification
I, Steven H. Smith, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports
on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual
report, of Household Private Label Credit Card Master Note Trust
I;
2. Based on my knowledge, the information in these reports, taken as
a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements
were made, not misleading as of the last day of the period
covered by this annual report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement for inclusion in
these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the
servicer under the pooling and servicing, or similar, agreement
and based upon my knowledge and the annual compliance review
required under that agreement, and except as disclosed in the
reports, the servicer has fulfilled its obligations under that
agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based
upon the report provided by an independent public accountant,
after conducting a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar procedure, as
set forth in the pooling and servicing, or similar, agreement,
that is included in these reports.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: U.S. Bank National
Association and The Depository Trust Company.
Date: March 31, 2003
/s/ STEVEN H. SMITH
-------------------
Steven H. Smith
Assistant Treasurer
Exhibit Index
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Exhibit No. Exhibit
- ----------- -------
99(a) Copy of Annual Statement to Noteholders for the year ended
December 31, 2002 for Series 2001-1 Asset Backed Notes.
99(b) Copy of Annual Statement to Noteholders for the year ended
December 31, 2002 for Series 2001-2 Asset Backed Notes.
99(c) Copy of Annual Statement to Noteholders for the year ended
December 31, 2002 for Series 2002-1 Asset Backed Notes.
99(d) Copy of Annual Statement to Noteholders for the year ended
December 31, 2002 for Series 2002-2 Asset Backed Notes.
99(e) Copy of Annual Statement to Noteholders for the year ended
December 31, 2002 for Series 2002-3 Asset Backed Notes.
99(f) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2001-1 Asset Backed Notes.
99(g) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2001-2 Asset Backed Notes.
99(h) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2002-1 Asset Backed Notes.
99(i) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2002-2 Asset Backed Notes.
99(j) Copy of Independent Public Accountants Report dated February
28, 2003 for Series 2002-3 Asset Backed Notes.
99(k) Annual Servicer's Certificate dated March 31, 2003.