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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996 Commission file number 0-23750
CAPITAL ONE MASTER TRUST
CAPITAL ONE BANK
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(Exact name of registrant as specified in its charter)
Virginia 54-1719855
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Series 1993-1 Certificates Series 1993-3 Certificates
5.20% Class A Asset Backed Certificates, Series 1993-1 4.85% Class A Asset Backed Certificates, Series 1993-3
5.40% Class B Asset Backed Certificates, Series 1993-1 5.25% Class B Asset Backed Certificates, Series 1993-3
Series 1993-4 Certificates Series 1994-1 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1993-4 Floating Rate Class A Asset Backed Certificates, Series
5.80% Class B Asset Backed Certificates, Series 1993-4 1994-1
6.60% Class B Asset Backed Certificates, Series
1994-1
Series 1994-2 Certificates Series 1994-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1994-2 Floating Rate Class A Asset Backed Certificates, Series
6.95% Class B Asset Backed Certificates, Series 1994-2 7.35% Class B Asset Backed Certificates, Series
1994-3
Series 1994-4 Certificates Series 1995-1 Certificates
6.80% Class A Asset Backed Certificates, Series 1994-4 Floating Rate Class A Asset Backed Certificates, Series
7.10% Rate Class B Asset Backed Certificates, Series 1994-4 1995-1
Series 1995-3 Certificates Series 1995-4 Certificates
Floating Rate Class B Asset Backed Certificates, Series 1995-3 Floating Rate Class A Asset Backed Certificates, Series
1995-4
Securities to be registered pusuant to Section 12(g) of the Act:
Series 1996-2 Certificates Series 1996-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1996-2 Floating Rate Class A Asset Backed Certificates, Series
1996-3
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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
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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 EXHIBIT INDEX APPEARS ON PAGE 8
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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.
(a) To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
(b) As of February 28, 1997, there were 15 investor
Certificateholders of record. For purposes of this report,
"Certificateholders" includes Class A Certificateholders, Class B
Certificateholders and holders of any Collateral Indebtedness
Interest.
c) 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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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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) 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, 1996. Such direct
participants may hold Certificates for their own accounts or for the accounts
of their customers. At February 28, 1997, the following direct DTC participants
held positions in Public Certificates representing interests in the Trust equal
to or exceeding 5% of the $8,420,067,012.58 total principal amount of
Certificates outstanding on that date:
Percentage of
Participant Aggregate Total Certificates
Name and Address Principal Amount Principal Amount
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Bankers Trust Company $ 458,057,023 5.44%
SSB-Custodian 459,415,000 5.46
Citibank 523,477,000 6.22
Bank of New York 822,994,000 9.77
Chase Manhattan Bank, N.A. 1,769,532,616 21.02
The address of each of the above participants is:
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
The Series 1996-1 Class A Certificates are held solely by Salomon
Brothers International Limited. On February 28, 1997, Salomon Brothers
International Limited held interest in the Trust of 8.03% 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
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The Series 1994-A Certificates are held solely by Eiger Capital
Corporation. On February 28, 1997, Eiger Capital Corporation held interest in
the Trust of 7.66% of the total principal amount of Certificates outstanding.
The address of Eiger Capital Corporation is as follows:
c/o Lord Securities Corporation
2 Wall Street
New York, NY 10005
Attention: Mr. Andrew L. Stidd, President
No other owner holds more than a 5% interest in the Trust.
(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 1996, 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. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 99.0 Capital One Master Trust Aggregated Data for 1996
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
1994-1 Supplement.
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Exhibit 99.5 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1994-2 Supplement.
Exhibit 99.6 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1994-3 Supplement.
Exhibit 99.7 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1994-4 Supplement.
Exhibit 99.8 Annual Certificateholders' Statement delivered pursuant to Section 5.02(c)
of the Series 1994-A Supplement.
Exhibit 99.9 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1995-1 Supplement.
Exhibit 99.10 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e) of the Series
1995-2 Supplement.
Exhibit 99.11 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1995-3 Supplement.
Exhibit 99.12 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1995-4 Supplement.
Exhibit 99.13 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1996-1 Supplement.
Exhibit 99.14 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1996-2 Supplement.
Exhibit 99.15 Annual Certificateholders' Statement delivered pursuant to Section 5.02(e)
of the Series 1996-3 Supplement.
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(b) Reports on Form 8-K. The following Current Reports on Form
8-K were filed by the registrant relating to 1996: Current
Reports on Form 8-K dated February 15, 1996, March 15,
1996, April 15, 1996, May 15, 1996, June 17, 1996, July 15,
1996, August 15, 1996, September 16, 1996, October 15,
1996, November 15, 1996, December 16, 1996 and January 15, 1997.
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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.
Capital One Master Trust
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(Registrant)
By: Capital One Bank
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(Seller and Servicer)
Dated: March 31, 1997 By: /s/ David M. Willey
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David M. Willey
Vice President and Treasurer
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EXHIBIT INDEX
Sequential
Exhibit No. Page No.
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99.0 Capital One Master Trust Aggregated Data for 1996 10
99.1 Annual Certificateholders' Statement delivered pursuant to 11
Section 5.02(e) of the Series 1993-1 Supplement.
99.2 Annual Certificateholders' Statement delivered pursuant to 13
Section 5.02(e) of the Series 1993-3 Supplement.
99.3 Annual Certificateholders' Statement delivered pursuant to 15
Section 5.02(e) of the Series 1993-4 Supplement.
99.4 Annual Certificateholders' Statement delivered pursuant to 17
Section 5.02(e) of the Series 1994-1 Supplement.
99.5 Annual Certificateholders' Statement delivered pursuant to 19
Section 5.02(e) of the Series 1994-2 Supplement.
99.6 Annual Certificateholders' Statement delivered pursuant to 21
Section 5.02(e) of the Series 1994-3 Supplement.
99.7 Annual Certificateholders' Statement delivered pursuant to 23
Section 5.02(e) of the Series 1994-4 Supplement.
99.8 Annual Certificateholders' Statement delivered pursuant to 25
Section 5.02(e) of the Series 1994-A Supplement.
99.9 Annual Certificateholders' Statement delivered pursuant to 26
Section 5.02(c) of the Series 1995-1 Supplement.
99.10 Annual Certificateholders' Statement delivered pursuant to 28
Section 5.02(e) of the Series 1995-2 Supplement.
99.11 Annual Certificateholders' Statement delivered pursuant to 30
Section 5.02(e) of the Series 1995-3 Supplement.
99.12 Annual Certificateholders' Statement delivered pursuant to 32
Section 5.02(e) of the Series 1995-4 Supplement.
99.13 Annual Certificateholders' Statement delivered pursuant to 34
Section 5.02(c) of the Series 1996-1 Supplement.
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99.14 Annual Certificateholders' Statement delivered pursuant to 36
Section 5.02(c) of the Series 1996-2 Supplement.
99.15 Annual Certificateholders' Statement delivered pursuant to 38
Section 5.02(c) of the Series 1996-3 Supplement.
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