-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JmBiS39FxGSCHZBRydeGV2GMO4c3Byo5fyKHJpkftLmn2/cg4WJjilzEF6BTyEBS OLCmWLd0p41p9cPWHenxXg== 0000928385-01-000171.txt : 20010124 0000928385-01-000171.hdr.sgml : 20010124 ACCESSION NUMBER: 0000928385-01-000171 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE MASTER TRUST CENTRAL INDEX KEY: 0000922869 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 541719855 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-25762 FILM NUMBER: 1513687 BUSINESS ADDRESS: STREET 1: 11013 W BROAD ST RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049671000 MAIL ADDRESS: STREET 1: 11013 WEST BROAD ST RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: SIGNET MASTER TRUST DATE OF NAME CHANGE: 19940509 8-A12G 1 0001.txt FORM 8-A12G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Capital One Bank, on behalf of the Capital One Master Trust ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 54-1719855 - ----------------------------------------------- ---------- (State of incorporation or organization) (IRS Employer Identification No.) 11011 West Broad Street, Glen Allen, Virginia 23060 - ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code)
- ----------------------------------------------------------------------------------------------- If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section class of securities pursuant to Section 12(g) 12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant pursuant to General Instruction A.(c), to General Instruction A.(d), please check the please check the following box. following box. - -----------------------------------------------------------------------------------------------
Securities Act registration statement file number to which this form relates: 333-40168 and 333-40168-01 -------------------------- Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Capital One Master Trust Class A Floating Rate Asset Backed Certificates, Series 2000-5 -------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- The description of the Asset Backed Certificates appearing under the captions entitled: "Summary of Terms"; "Risk Factors"; "Introduction"; "Maturity Considerations"; "Series Provisions"; and "ERISA Considerations" in the Prospectus Supplement dated November 16, 2000 and "Prospectus Summary"; "Risk Factors"; "The Accounts"; "Description of the Certificates"; "Certain Legal Aspects of the Receivables"; "Federal Income Tax Consequences"; and "ERISA Considerations" in the Prospectus, dated November 13, 2000 (the Prospectus and the Prospectus Supplement are incorporated herein by reference). Item 2. Exhibits. -------- Exhibit 1--Form of specimens of certificates representing Class A Floating Rate Asset Backed Certificates, Series 2000-5. Exhibit 2--Pooling and Servicing Agreement (incorporated by reference to Exhibit 5.1 to the Registrant's Current Report on Form 8- K (File No. 0-23750) filed with the Securities and Exchange Commission on February 2, 1994). Exhibit 3--Amendment No. 1 to the Pooling and Servicing Agreement, dated as of May 17, 1994, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K (File No. 0-23750) filed with the Securities and Exchange Commission on July 29, 1994). Exhibit 4--Amendment No. 2 to the Pooling and Servicing Agreement, dated as of May 23, 1995, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on September 29, 1995). Exhibit 5--Amendment No. 3 to the Pooling and Servicing Agreement, dated as of October 15, 1997, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on October 16, 1997). Exhibit 6--Amendment No. 4 to the Pooling and Servicing Agreement, dated as of April 24, 1998, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on May 28, 1999). Exhibit 7--Amendment No. 5 to the Pooling and Servicing Agreement, dated as of January 25, 2000, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.7 to the Registrant's Form S-3 (File Nos. 333-40168 and 333-40168-01) filed with the Securities and Exchange Commission on June 26, 2000). Exhibit 8--Amendment No. 6 to the Pooling and Servicing Agreement, dated as of October 13, 2000, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the registrant's Form 8-K) filed with the Securities and Exchange Commission on November 3, 2000. Exhibit 9--Series 2000-5 Supplement (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on December 12, 2000). Exhibit 10--Prospectus Supplement dated November 16, 2000, as filed with the Securities and Exchange Commission on November 20, 2000, pursuant to Rule 424(b)(5), together with the Prospectus dated November 13, 2000 as filed with the Securities and Exchange Commission on November 15, 2000, pursuant to Rule 424(b)(5). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized. CAPITAL ONE BANK, on behalf of Capital One Master Trust Date: November 28, 2000 By: /s/ Thomas Feil ---------------- Thomas Feil Director of Securitization INDEX TO EXHIBITS -----------------
Exhibit Number Exhibit - ------------ ----------------------------------------------------------------- 1 Form of specimens of certificates representing Class A Floating Rate Asset Backed Certificates, Series 2000-5. 2 Pooling and Servicing Agreement (incorporated by reference to Exhibit 5.1 to the Registrant's Current Report on Form 8-K (File No. 0-23750) filed with the Securities and Exchange Commission on February 2, 1994). 3 Amendment No. 1 to the Pooling and Servicing Agreement, dated as of May 17, 1994, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K (File No. 0-23750) filed with the Securities and Exchange Commission on July 29, 1994). 4 Amendment No. 2 to the Pooling and Servicing Agreement, dated as of May 23, 1995, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on September 29, 1995). 5 Amendment No. 3 to the Pooling and Servicing Agreement, dated as of October 15, 1997, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on October 16, 1997). 6 Amendment No. 4 to the Pooling and Servicing Agreement, dated as of April 24, 1998, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on May 28, 1999). 7 Amendment No. 5 to the Pooling and Servicing Agreement, dated as of January 25, 2000, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.7 to the Registrant's Form S-3 (File Nos. 333-40168 and 333-40168-01) filed with the Securities and Exchange Commission on June 26, 2000). 8 Amendment No. 6 to the Pooling and Servicing Agreement, dated as of October 13, 2000, between Capital One Bank, as Seller and Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the registrant's
Exhibit Number Exhibit - ------------ ----------------------------------------------------------------- Form 8-K) filed with the Securities and Exchange Commission on November 3, 2000. 9 Exhibit 9--Series 2000-5 Supplement (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 0-25762) filed with the Securities and Exchange Commission on December 12, 2000). 10 Prospectus Supplement dated November 16, 2000, as filed with the Securities and Exchange Commission on November 20, 2000, pursuant to Rule 424(b)(5), together with the Prospectus dated November 13, 2000 as filed with the Securities and Exchange Commission on November 15, 2000, pursuant to Rule 424(b)(5).
EX-1 2 0002.txt EXHIBIT 1 EXHIBIT 1 EXHIBIT A-1 REGISTERED $1,015,625,000/1/ No. R-__ CUSIP No. 14040KBM9 Unless this Class A Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CAPITAL ONE MASTER TRUST Series 2000-5 CLASS A FLOATING RATE ASSET BACKED CERTIFICATE Expected Final Payment Date: The October 2003 Distribution Date Each $1,000 minimum denomination represents a 1/1,015,625 undivided interest in certain assets of the CAPITAL ONE MASTER TRUST Evidencing an undivided interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business in a portfolio of consumer revolving credit card accounts by CAPITAL ONE BANK and, in certain circumstances, certain Additional Sellers (as defined in the Pooling and Servicing Agreement referred to below). (Not an interest in or obligation of Capital One Bank, any Additional Seller or any affiliate thereof) This certifies that CEDE & CO. (the "Class A Certificateholder") is the registered owner of a fractional undivided interest in certain assets of a trust (the "Trust") created pursuant - ---------------- /1/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 1 to the Pooling and Servicing Agreement, dated as of September 30, 1993 (as amended and supplemented, the "Agreement"), as supplemented by the Series 2000-5 Supplement, dated as of November 28, 2000 (as amended and supplemented, the "Series Supplement"), between Capital One Bank, as Seller and Servicer, and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The corpus of the Trust consists of (i) a portfolio of all receivables (the "Receivables") existing in the consumer revolving credit card accounts and other consumer revolving credit accounts identified under the Agreement from time to time (the "Accounts"), (ii) all Receivables generated under the Accounts from time to time thereafter, (iii) funds collected or to be collected from accountholders in respect of the Receivables, (iv) all funds which are from time to time on deposit in the Collection Account and in the Series Accounts, (v) an interest in any Funds Collateral (as defined in the Agreement) relating to secured accounts, (vi) the benefits of any Series Enhancement and (vii) all other assets and interests constituting the Trust. The Holder of this Class A Certificate is entitled to the benefit of any Series Enhancement to the extent provided in the Series Supplement. Although a summary of certain provisions of the Agreement and the Series Supplement is set forth below and on the Summary of Terms and Conditions attached hereto and made a part hereof, this Class A Certificate does not purport to summarize the Agreement and the Series Supplement and reference is made to the Agreement and the Series Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. In the event of any conflict between this Class A Certificate and the Series Supplement or the Agreement, the Series Supplement or the Agreement, as the case may be, shall control. A copy of the Agreement and the Series Supplement (without schedules) may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement or the Series Supplement, as applicable. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Series Supplement, to which Agreement and Series Supplement, each as amended and supplemented from time to time, the Class A Certificateholder by virtue of the acceptance hereof assents and is bound. It is the intent of the Seller and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the Investor Certificates will qualify as indebtedness of the Seller secured by the Receivables. The Class A Certificateholder, by the acceptance of this Class A Certificate, agrees to treat this Class A Certificate for federal, state and local income and franchise tax purposes as indebtedness of the Seller. In general, payments of principal with respect to the Class A Certificates are limited to the Class A Invested Amount, which may be less than the unpaid principal balance of the Class A Certificates. The Expected Final Payment Date is the October 2003 Distribution Date, but principal with respect to the Class A Certificates may be paid earlier or later under certain circumstances described in the Agreement and the Series Supplement. If for one or more months during the Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Accumulation Period to make up for such shortfalls, the final payment of principal of the Class A Certificates will occur later than the Expected Final Payment Date. 2 Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Class A Certificate shall not be entitled to any benefit under the Agreement or the Series Supplement or be valid for any purpose. 3 IN WITNESS WHEREOF, the Seller has caused this Class A Certificate to be duly executed. CAPITAL ONE BANK By: __________________________ Name: Title: Dated: November 28, 2000 4 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Class A Certificates described in the within- mentioned Agreement and Series Supplement. THE BANK OF NEW YORK, as Trustee By: _________________________ Authorized Officer or By: ________________________ as Authenticating Agent for the Trustee By: _________________________ Authorized Officer 5 CAPITAL ONE MASTER TRUST SERIES 2000-5 CLASS A FLOATING RATE ASSET BACKED CERTIFICATE Summary of Terms and Conditions The Receivables consist of Principal Receivables which arise generally from the purchase of goods and services and amounts advanced to accountholders as cash advances and Finance Charge Receivables. This Class A Certificate is one of a Series of Investor Certificates entitled "Capital One Master Trust, Series 2000-5." The Series 2000-5 Certificates are being issued in two Classes, the first of which is known as the "Class A Floating Rate Asset Backed Certificates, Series 2000-5" (the "Class A Certificates") and the second Class is known as the "Class B Floating Rate Asset Backed Certificates, Series 2000-5" (the "Class B Certificates"). In addition, as part of Series 2000-5, the Trust is creating a third Class of uncertificated interest in the Trust which uncertificated interest, except as expressly provided in the Series Supplement, is deemed to be an "Investor Certificate" and is known as the "Collateral Interest, Series 2000-5" (the "Collateral Interest"). This Class A Certificate represents a fractional undivided interest in certain assets of the Trust. The Trust Assets are allocated in part to the certificateholders of all outstanding Series (the "Certificateholders' Interest") with the remainder allocated to the Seller's Interest. The aggregate interest represented by the Class A Certificates at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Class A Invested Amount at such time. The Class A Initial Invested Amount is $1,015,625,000. The Class A Invested Amount on any date of determination will be an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to ----- the Class A Certificateholders on or prior to such date, minus (c) the excess, ----- if any, of the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over the aggregate amount of Class A Investor Charge-Offs ---- reimbursed pursuant to subsection 4.06(a) of the Series Supplement prior to such date. Also, Capital One Bank has received an adjustment to the Seller's Interest on the date hereof. Subject to the terms and conditions of the Agreement, the Seller may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Investor Certificates, which will represent fractional undivided interests in certain of the Trust Assets. On each Payment Date, the Paying Agent shall distribute to each Class A Certificateholder of record on the last day of the preceding calendar month (each, a "Record Date") such Class A Certificateholder's pro rata share of such amounts (including amounts on deposit in the Collection Account and the Principal Funding Account) as are payable to the Class A Certificateholders pursuant to the Agreement and the Series Supplement. Distributions with respect to this Class A Certificate will be made by the Paying Agent by check mailed to the address of the Class A Certificateholder of record appearing in the Certificate Register without the presentation or surrender of this Class A Certificate or the making of any notation thereon (except for the final distribution in respect of this Class A Certificate), except that with respect 6 to Class A Certificates registered in the name of Cede & Co., the nominee for The Depository Trust Company, distributions will be made in the form of immediately available funds. Final payment of this Class A Certificate will be made only upon presentation and surrender of this Class A Certificate at the office or agency specified in the notice of final distribution delivered by the Trustee to the Class A Certificateholders in accordance with the Agreement and the Series Supplement. On any day occurring on or after the day on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, the Seller has the option to repurchase the Certificateholders' Interest in the Trust. The repurchase price will be equal to (a) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (b) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. Following the deposit of the Reassignment Amount in the Collection Account, Class A Certificateholders, the Class B Certificateholders and the Collateral Interest Holder will not have any interest in the Receivables and the Class A Certificates will represent only the right to receive such Reassignment Amount. This Class A Certificate does not represent an obligation of, or an interest in, the Seller, the Servicer or any affiliate of any of them and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. This Class A Certificate is limited in right of payment to certain Collections with respect to the Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the Agreement and the Series Supplement. The Agreement or any Supplement may, subject to certain conditions, be amended by the Seller, the Servicer and the Trustee without Certificateholder consent. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under the Agreement or otherwise. The Agreement or any Supplement may also be amended from time to time by the Servicer, the Seller and the Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66 2/3% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or any Supplement or of modifying in any manner the rights of the Investor Certificateholders; provided, -------- however, that no such amendment shall (i) reduce in any manner the amount of or - ------- delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Investor Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66 2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under the Agreement or otherwise. 7 The Class A Certificates are issuable only in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class A Certificate shall be registered in the Certificate Register upon surrender of this Class A Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed by the Class A Certificateholder or such Class A Certificateholder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class A Certificates of authorized denominations and for the same aggregate fractional undivided interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, Class A Certificates are exchangeable for new Class A Certificates evidencing like aggregate fractional undivided interests as requested by the Class A Certificateholder surrendering such Class A Certificates. No service charge may be imposed for any such exchange but the Servicer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar and any agent of any of them, may treat the person in whose name this Class A Certificate is registered as the owner hereof for all purposes, and neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by notice to the contrary except in certain circumstances described in the Agreement. THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 8 ASSIGNMENT Social Security or other identifying number of assignee ________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto__________________________________________________________________ (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: * --------------------- Signature Guaranteed: - ---------------------------- - ------------------- *NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatsoever. -----END PRIVACY-ENHANCED MESSAGE-----