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, 1999
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 0-27710
Mellon Bank Credit Card Master Trust
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
United States of America 51-0015912
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION)
4500 New Linden Hill Road
Wilmington, Delaware 19808
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (302) 683-6511
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A Floating Rate Asset Backed Certificates, Series 1995-A
Class B Floating Rate Asset Backed Certificates, Series 1995-A
(collectively, the "Certificates")
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(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 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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Documents Incorporated by Reference: None
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PART I
Items 1. Business.
Not Applicable.
Item 2. Properties.
Pursuant to Section 3.4(b) of the Pooling and Servicing Agreement,
dated as of November 1, 1995, (as may be amended, from time to time, the
"Pooling and Servicing Agreement"), as supplemented by the Series 1995-A
Supplement (as amended and Supplemented, the "Series Supplement"), relating to
the Mellon Bank Credit Card Master Trust (the "Trust"), each among Citibank
(South Dakota) N.A., as Successor Servicer and Transferor, and the Bank of New
York, as Trustee, Citibank (South Dakota) N.A., as Successor Servicer, is
required to deliver to the Trustee a monthly servicer certificate (the "Monthly
Report") for each outstanding series of investor certificates. Exhibit 99.1
contains the Annual Statement for Series 1995-A aggregating the information
contained in the Monthly Reports for calendar year 1999.
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
Citibank (South Dakota) N.A., other than ordinary routine litigation incidental
to the duties of the Trustee or Citibank (South Dakota) N.A. under the Pooling
and Servicing Agreement.
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.
2
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PART II
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. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Not Applicable.
Item 7A Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Exhibit 99.1 filed as part of this report and listed in Item 14(a)
below is also filed as part of this report under this Item 8.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
3
<PAGE>
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 Certificates of each Class of Series representing investors'
interests in the Trust are 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 the Certificates of each Class of each Series outstanding on
that date:
SERIES 1995-A
Participant Quantity Percentage
----------- -------- ----------
Class A
The Bank of New York $79,385,000 10%
Barclays Globel Investors, N.A. $46,875,000 6%
Boston Safe Deposit and Trust Company $44,265,000 5%
Chase Manhattan Bank $132,150,000 16%
Norwest Bank Minnesota, National Association $50,700,000 6%
The Northern Trust Company $97,000,000 12%
Prudential Securities Custody $73,795,000 9%
State Street Bank & Trust Company $80,000,000 10%
Swiss American Securities Inc. $50,000,000 6%
Class B
Citibank, N.A. $22,000,000 40%
The Fuji Bank and Trust Company $20,000,000 37%
Swiss American Securities Inc. $12,265,000 23%
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. 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.
4
<PAGE>
PART IV
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 Mellon Bank Credit Card
Master Trust Series 1995-A.
Exhibit 99.2 Citibank (South Dakota), N.A. Annual Servicers
Certificate dated March 22, 2000.
Exhibit 99.3 Mellon Bank (DE) National Association Servicers
Certificate dated March 24, 2000.
Exhibit 99.4 Report, dated March 24, 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 January 11, 1999
Current Report on Form 8-K dated February 9, 1999
Current Report on Form 8-K dated March 9, 1999
Current Report on Form 8-K dated April 9, 1999
Current Report on Form 8-K dated May 10, 1999
Current Report on Form 8-K dated June 9, 1999
Current Report on Form 8-K dated July 9, 1999
Current Report on Form 8-K dated August 9, 1999
Current Report on Form 8-K dated September 9, 1999
Current Report on Form 8-K dated October 11, 1999
(as amended by Form 8-K/A filed on March 29, 2000)
Current Report on Form 8-K dated November 10, 1999
(as amended by Form 8-K/A filed on March 29, 2000)
Current Report on Form 8-K dated December 11, 1999
(as amended by Form 8-K/A filed on March 29, 2000)
Current Report on Form 8-K dated January 11, 2000
Current Report on Form 8-K dated February 11, 2000
Current Report on Form 8-K dated March 10, 2000
5
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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 hereunto duly authorized on March 30, 2000.
MELLON BANK CREDIT CARD MASTER TRUST
By: CITIBANK (SOUTH DAKOTA), N.A.
as Successor Servicer
By: /s/ Charles Haug
------------------------------
Name: Charles Haug
Title: Servicing Officer
6
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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Exhibit 99.1 Annual Statement for the Period Ending
December 31, 1999 with respect to the
Mellon Bank Credit Card Master Trust
Series 1995-A.
Exhibit 99.2 Citibank (South Dakota), N.A. Annual Servicers Certificate
dated March 22, 2000.
Exhibit 99.3 Mellon Bank (DE) National Association Servicers Certificate
dated March 24, 2000.
Exhibit 99.4 Report, dated March 24, 2000, issued
by KPMG LLP
7
Exhibit 99.1
March 29, 2000
ANNUAL DISTRIBUTION SUMMARY
CITIBANK (SOUTH DAKOTA), N.A.
MELLON BANK CREDIT CARD MASTER TRUST Series 1995-A
ANNUAL PERIOD ENDING
DECEMBER 31, 1999
ANNUAL HOLDERS' DISTRIBUTION SUMMARY
Pursuant to Section 5.2, Servicer does hereby declare to the Trustee the
following distributions for the calendar year 1999 as set forth below:
Interest Payments
A. Pursuant to subsection 4.11(g);
1. Amount distributed to the Class A Holders $45,262,873.33
2. Amount distributed to the Class B Holders $3,096,542.55
3. Amount distributed to the Collateral Interest Holder $4,626,823.00
Principal Payments
B. Pursuant to subsection 4.11(h)(i);
1. Amount distributed to the Class A Holders $-0-
2. Amount distributed to the Class B Holders $-0-
3. Amount distributed to the Collateral Interest Holder $12,612,591.14
CITIBANK (SOUTH DAKOTA), N.A.,
as Servicer
By: /s/ Charles Haug
-------------------------
Name: Charles Haug
Title: Servicing Officer
Exhibit 99.2
MELLON BANK CREDIT CARD MASTER TRUST
ANNUAL SERVICER'S CERTIFICATE
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Successor Servicer ("Citibank (South Dakota)"), pursuant to
the Pooling and Servicing Agreement, dated as of November 1, 1995, (as may be
amended, from time to time, the "Pooling and Servicing Agreement"), as
supplemented by the Series 1995-A Supplement (as amended and Supplemented, the
"Series Supplement"), relating to the Mellon Bank Credit Card Master Trust (the
"Trust"), each among Citibank (South Dakota) N.A., as Successor Servicer and
Transferor, and the Bank of New York, as Trustee, does hereby certify that:
1. Citibank (South Dakota) is, as of the date hereof, the Servicer
under the Agreement.
2. The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the
Trustee.
3. A review of the activities of the Servicer during the year ended
December 31, 1999, and of its performance under the Agreement was conducted
under my supervision.
4. Based on such review, the Servicer has, to the best of my knowledge,
performed in all material respects its obligations under the Agreement
throughout such year and no default in the performance of such obligations has
occurred or is continuing.
Capitalized terms used in this Certificate have their respective
meanings as set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this 22nd day of March, 2000.
CITIBANK (SOUTH DAKOTA), N.A.
By: /s/ Charles Haug
-------------------------
Name: Charles Haug
Title: Servicing Officer
Exhibit 99.3
[LETTERHEAD OF MELLON BANK]
March 24, 2000
Citibank (South Dakota), N.A.
701 E. 60th Street North
Sioux Falls, South Dakota 57117
RE: Compliance Certificate as Servicer for Mellon Bank Credit Card
Master Trust for the period January 1, 1999 through March 31, 1999
Ladies and Gentlemen:
The undersigned, a duly authorized representative of Mellon Bank (DE)
National Association, as Servicer during the period January 1, 1999 through
March 31, 1999 ("Mellon Bank (DE)"), pursuant to Section 3.5 of the Pooling and
Servicing Agreement dated as of November 1, 1995 (as may be amended and
supplemented from time to time, the "Agreement"), among Mellon Bank (DE), as
Transferor and Servicer, and The Bank of New York, as Trustee, does hereby
certify that:
1. Mellon Bank (DE) was, during the period January 1, 1999 through
March 31, 1999, Servicer under the Agreement. Capitalized terms used
in this Certificate have their respective meanings as set forth in
the Agreement.
2. The undersigned is a Servicing Officer who is duly authorized to
execute and deliver this Certificate to Citibank (South Dakota),
N.A., as the Servicer under the Agreement as of the date hereof.
3. A review of the activities of Mellon Bank (DE) as Servicer during
the period January 1, 1999 through March 31, 1999, and of its
performance under the Agreement during that period was conducted
under my supervision.
4. Based on such review, Mellon Bank (DE) as Servicer during the period
January 1, 1999 through March 31, 1999, to the best of my knowledge,
performed in all material respects its obligations under the
Agreement throughout such period and no default in the performance
of such obligations has occurred during such period or was
continuing during such period.
Very truly yours,
MELLON BANK (DE) NATIONAL ASSOCIATION,
Servicer during the period January
1, 1999 through March 31, 1999
By: /s/ Donna M. Coughey
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Name: Donna M. Coughey
Title: Chairman & President
Exhibit 99.4
[LETTERHEAD OF KPMG LLP]
INDEPENDENT ACCOUNTANTS' REPORT
Mellon Bank Credit Card Master Trust
c/o The Bank of New York, as Trustee
Citibank (South Dakota), N.A., as successor servicer:
We have examined Mellon Bank (DE) National Association's and Citibank (South
Dakota), National Association's ("Citibank (SD)") (collectively, the "Banks")
managements' assertions, included in the accompanying management reports on the
Banks' compliance, as servicer and successor servicer, respectively, with the
servicing requirements of the pooling and servicing agreement, that the Banks
complied with the servicing requirements in Article IV, Section 4.3, of the
Pooling and Servicing Agreement for the Mellon Bank Credit Card Master Trust,
dated as of November 1, 1995, including the Supplement (Series 1995-A), dated
November 1, 1995 (collectively, the "Agreement") for the periods January 1, 1999
to March 31, 1999 and April 1, 1999 to December 31, 1999, respectively.
Managements of the Banks are responsible for the Banks's compliance with those
requirements. Our responsibility is to express an opinion on managements'
assertions about the Banks' compliance based upon our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Banks'
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Banks' compliance with those requirements.
In our opinion, managements' assertions that the Banks were materially in
compliance with the aforementioned sections of the Agreement for the year ended
December 31, 1999 is fairly stated in all material respects.
/s/ KPMG LLP
March 24, 2000
<PAGE>
Management Report on Mellon Bank (DE) National Association's Compliance,
as Servicer, with the Servicing Requirements of the Pooling and
Servicing Agreement for the period January 1, 1999 to March 31, 1999
Management of Mellon Bank (DE) National Association ("Mellon (DE)"), as Servicer
for the period January 1, 1999 to March 31, 1999, is responsible for compliance
with the servicing requirements in Article IV, Section 4.3, of the Pooling and
Servicing Agreement for the Mellon Bank Credit Card Master Trust, dated as of
November 1, 1995, including the Supplement (Series 1995-A), dated as of November
1, 1995 (collectively, the "Agreement") for the period January 1, 1999 to March
31, 1999.
Management has performed an evaluation of Mellon (DE)'s compliance with the
aforementioned section of the Agreement for the period January 1, 1999 to March
31, 1999. Based upon this evaluation, management believes that, for the period
January 1, 1999 to March 31, 1999, Mellon (DE), as Servicer, was
materially in compliance with the aforementioned section of the Agreement.
/s/ Donna M. Coughey /s/ John L. Klinck, Jr.
- ---------------------------- ----------------------------
Donna M. Coughey John L. Klinck, Jr.
Chairman and President Senior Vice President
Mellon Bank (DE), N.A. Mellon Bank (DE), N.A.
March 24, 2000
<PAGE>
[LETTERHEAD OF CITIBANK USA]
Management Report on Citibank (South Dakota), National Association's
Compliance, as Successor Servicer, with the Servicing Requirements
of the Pooling and Servicing Agreement
Management of Citibank (South Dakota), National Association ("Citibank (SD)"),
as Successor Servicer, is responsible for compliance with the servicing
requirements in Article IV, Section 4.3, of the Pooling and Servicing Agreement
for the Mellon Bank Credit Card Master Trust, dated as of November 1, 1995,
including the Supplement (Series 1995-A), dated as of November 1, 1995
(collectively, the "Agreement").
Management has performed an evaluation of Citibank (SD)'s compliance with the
aforementioned section of the Agreement for the period April 1, 1999 to December
31, 1999. Based upon this evaluation, management believes that, for the period
April 1, 1999 to December 31, 1999, Citibank (SD), as Successor Servicer, was
materially in compliance with the aforementioned section of the Agreement.
/s/ Charles Haug
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Charles Haug
Servicing Officer
March 24, 2000
