<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
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, 1998
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 Number 333-40381
Travelers Bank Credit Card Master Trust I
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2069082
- ------------------------------- --------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION)
INCORPORATION OR ORGANIZATION)
Suite 300 B
100 Commerce Drive
Newark, Delaware 19713
- -------------------------------------- ---------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (302) 451-6456
<PAGE>
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 Series 1998-1 6.00% Asset Backed Certificates
-----------------------------------------------------
(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 / /
Documents Incorporated by Reference: None
<PAGE>
PART I
Items 1. Business.
Not Applicable.
Item 2. Properties.
Pursuant to Section 3.04(b) of the Pooling and Servicing Agreement,
dated as of March 1, 1998, as amended by Amendment No. 1, dated as of August 31,
1998, relating to the Travelers Bank Credit Card Master Trust I (the "Trust")
among CC Credit Card Corporation, as Transferor, The Travelers Bank USA, as
Servicer, and The Bank of New York, as Trustee, The Travelers Bank USA, as
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 1998-1 aggregating the
information contained in the Monthly Reports for calendar year 1998.
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 The
Travelers Bank USA, other than ordinary routine litigation incidental to the
duties of the Trustee or The Travelers Bank USA 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.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters.
The certificates 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.
To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
1
<PAGE>
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.
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, 1998. Such direct participants may
2
<PAGE>
hold Certificates for their own accounts or for the accounts of their customers.
At December 31, 1998, 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 1998-1
Participant Quantity Percentage
----------- -------- ----------
Class A
The Bank of New York $48,925,000 22%
Bankers Trust Company $17,306,000 8%
Chase Manhattan $81,542,000 36%
PNC Bank, National Association $13,020,000 6%
State Street Bank & Trust $18,088,000 8%
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 1998, 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.
3
<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,
1998 with respect to the Travelers Bank Credit Card
Master Trust I Series 1998-1.
Exhibit 99.2 Travelers Bank USA Officers Certificate dated
March 25, 1999.
Exhibit 99.3 Report, dated March 25, 1999, issued by KPMG LLP
(b) The following Current Reports on Form 8-K were filed by the
registrant during 1998 and the first quarter of 1999:
Current Report on Form 8-K dated March 1, 1998
Current Report on Form 8-K dated April 15, 1998
Current Report on Form 8-K dated May 15, 1998
Current Report on Form 8-K dated June 15, 1998
(as amended by Form 8-K/A filed on February 25, 1999)
Current Report on Form 8-K dated July 15, 1998
Current Report on Form 8-K dated August 15, 1998
Current Report on Form 8-K dated August 31, 1998
Current Report on Form 8-K dated September 15, 1998
Current Report on Form 8-K dated October 15, 1998
Current Report on Form 8-K dated November 15, 1998
Current Report on Form 8-K dated December 15, 1999
Current Report on Form 8-K dated January 15, 1999
(as amended by Form 8-K/A filed on March 25, 1999)
Current Report on Form 8-K dated February 15, 1999
(as amended by Form 8-K/A filed on March 25, 1999)
Current Report on Form 8-K dated March 15, 1999
4
<PAGE>
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, 1999.
TRAVELERS BANK CREDIT CARD MASTER TRUST I
By: THE TRAVELERS BANK USA
as Servicer
By: /s/ John Rosko
------------------------------
Name: John Rosko
Title: Vice President
5
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
Exhibit 99.1 Annual Statement for the Period Ending
December 31, 1998 with respect to the
Travelers Bank Credit Card Master Trust I
Series 1998-1.
Exhibit 99.2 Travelers Bank USA Officers Certificate
dated March 25, 1999.
Exhibit 99.3 Report, dated March 25, 1999, issued
by KPMG LLP
<PAGE>
Exhibit 99.1
ANNUAL CERTIFICATE HOLDER'S STATEMENT
SERIES 1998-1
TRAVELERS BANK USA
TRAVELERS BANK CREDIT CARE MASTER TRUST 1
- -----------------------------------------------------------------------------
ANNUAL PERIOD ENDING 12/31/98
- -----------------------------------------------------------------------------
The information which is required to be prepared with respect to the
performance of the trust during the Year 1998 is set forth below.
Capitalized terms used in this statement have their respective meanings set
forth in the Pooling and Servicing Agreement.
<TABLE>
<S> <C> <C>
A. INFORMATION REGARDING THE CURRENT ANNUAL DISTRIBUTION TO
CERTIFICATEHOLDERS (STATED ON THE BASIS OF $1,000 ORIGINAL
CERTIFICATE PRINCIPAL AMOUNT)
1. The amount of distribution in respect of Class A Monthly $0.00000000
Principal
2. The amount of distribution in respect of Class B Monthly $0.00000000
Principal
3. The amount of distribution in respect of Class C Monthly $0.00000000
Principal
4. The amount of distribution in respect of Class A Monthly $46.66666813
Interest
5. The amount of distribution in respect of any accrued and $0.00000000
unpaid Class A Monthly Interest
6. The amount of distribution in respect of Class A
Additional Interest $0.00000000
7. The amount of distribution in respect of Class B Monthly $0.00000000
Interest
8. The amount of distribution in respect of any accrued and $0.00000000
unpaid Class B Monthly Interest
9. The amount of distribution in respect of Class B
Additional Interest $0.00000000
10. The amount of distribution in respect of Class C Monthly $0.00000000
Interest
11. The amount of distribution in respect of any accrued and $0.00000000
unpaid Class C Monthly Interest
12. The amount of distribution in respect of Class C
Additional Interest $0.00000000
</TABLE>
Page 1 of 6
<PAGE>
<TABLE>
<S> <C> <C>
B. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST
1. PRINCIPAL RECEIVABLES
---------------------
(a) The aggregate amount of Collections of Principal $558,818,622.61
Receivables processed during the related Annual
Period, which were allocable in respect of
Class A Certificates
(b) The aggregate amount of Collections of Principal $30,702,078.57
Receivables processed during the related Annual
Period, which were allocable in respect of
Class B Certificates
(c) The aggregate amount of Collections of Principal $24,564,656.59
Receivables processed during the related Annual
Period, which were allocable in respect of
Class C Certificates
2. PRINCIPAL RECEIVABLES IN THE TRUST
----------------------------------
(a) The aggregate amount of Principal Receivables in $333,444,221.38
the Trust as of the end of the day on the last day
of the Annual Period
(b) The amount of Principal Receivables in the Trust $249,698,885.89
Represented by the Investor of Series 1998-1 as of
the end of the day on the last day of the Annual
Period
(c) The amount of Principal Receivables in the Trust $227,500,000.00
represented by the Class A Investor Interest of
Series 1998-1 as of the end of the day on the last
day of the Annual Period
(d) The amount of Principal Receivables in the Trust $12,500,000.00
represented by the Class B Investor Interest of
Series 1998-1 as of the end of the day on the last
day of the Annual Period
(e) The amount of Principal Receivables in the Trust $9,698,885.89
represented by the Class C Investor Interest of
Series 1998-1 as of the end of the day on the last
day of the Annual Period
(f) The Floating Investor Percentage with respect to the 81.23%
Annual Period
(g) The Class A Floating Investor Percentage with respect 73.92%
to the Annual Period
(h) The Class B Floating Investor Percentage with respect 4.06%
to the Annual Period
</TABLE>
Page 2 of 6
<PAGE>
<TABLE>
<S> <C>
2. PRINCIPAL RECEIVABLES IN THE TRUST (CONT.)
------------------------------------------
(i) The Class C Floating Investor Percentage with 3.25%
respect to the Annual Period
(j) The Principal Investor Percentage with respect 81.23%
to the Annual Period
(k) The Class A Principal Investor Percentage with 73.92%
respect to the Annual Period
(l) The Class B Principal Investor Percentage with 4.06%
respect to the Annual Period
(m) The Class C Principal Investor Percentage with 3.25%
respect to the Annual Period
3. DELINQUENT BALANCES
------------------
The aggregate amount of outstanding balances in the Accounts,
which were delinquent as of the end of the day on the last day
of the related Annual Period.
</TABLE>
<TABLE>
<CAPTION>
Percentage of Aggregate
Total Receivables Balance
<S> <C> <C>
(a) 31-60 days 0.53% $1,760,449.79
(b) 61-90 days 0.28% $947,743.13
(c) 91-120 days 0.18% $608,077.71
(d) Over 120 days 0.55% $1,847,585.73
TOTAL 1.55% $5,163,856.36
</TABLE>
<TABLE>
<S> <C>
4. INVESTOR DEFAULT AMOUNT
-----------------------
(a) The Aggregate Investor Default Amount for the $8,759,000.44
related Annual Period
(b) The Class A Investor Default Amount for the $7,970,852.76
related Annual Period
(c) The Class B Investor Default Amount for the $437,845.09
related Annual Period
(d) The Class C Investor Default Amount for the $350,302.58
related Annual Period
</TABLE>
Page 3 of 6
<PAGE>
<TABLE>
<S> <C>
5. INVESTOR CHARGE-OFFS
--------------------
(a) The aggregate amount of Class A Investor Charge- $0.00
Offs for the related Annual Period
(b) The aggregate amount of Class A Investor Charge- $0.00
Offs set forth in 5(a) above per $1,000 of original
certificate principal amount
(c) The aggregate amount of Class B Investor Charge- $0.00
Offs for the related Annual Period
(d) The aggregate amount of Class B Investor Charge- $0.00
Offs set forth in 5(a) above per $1,000 of original
certificate principal amount
(e) The aggregate amount of Class C Investor Charge- $301,114.11
Offs for the related Annual Period
(f) The aggregate amount of Class C Investor Charge- $30.11
Offs set forth in 5(a) above per $1,000 of original
certificate principal amount
(g) The aggregate amount of Class A Investor Charge- $0.00
Offs reimbursed on the Distribution Date
(h) The aggregate amount of Class A Investor Charge- $0.00
Offs set forth in 5(g) above per $1,000 original
certificate principal amount
(i) The aggregate amount of Class B Investor Charge- $0.00
Offs reimbursed on the Distribution Date
(j) The aggregate amount of Class B Investor Charge- $0.00
Offs set forth in 5(g) above per $1,000 original
certificate principal amount
(k) The aggregate amount of Class C Investor Charge- $89,183.48
Offs reimbursed
(l) The aggregate amount of Class C Investor Charge- $0.00
Offs set forth in 5(g) above per $1,000 original
certificate principal amount
6. INVESTOR SERVICING FEE
----------------------
(a) The amount of the Class A Servicing Fee payable $3,728,472.03
by the Trust to the Servicer for the related
Annual Period
(b) The amount of the Class B Servicing Fee payable $204,860.97
by the Trust to the Servicer for the related
Annual Period
</TABLE>
Page 4 of 6
<PAGE>
<TABLE>
<S> <C>
6. INVESTOR SERVICING FEE (CONT.)
------------------------------
(c) The amount of the Class C Servicing Fee payable $163,889.03
by the Trust to the Servicer for the related
Annual Period
7. REALLOCATIONS
-------------
(a) The amount of Reallocated Class C Principal $211,930.63
Collections with respect to this Annual Period
(b) The amount of Reallocated Class B Principal $0.00
Collections with respect to this Annual Period
(c) The Class C Investor Interest as of the close of $9,698,885.89
business on this S/B Distribution Date
(d) The Class B Investor Interest as of the close of $12,500,000.00
business on this S/B Distribution Date
8. PRINCIPAL FUNDING ACCOUNT
-------------------------
(a) The principal amount on deposit in the Principal $0.00
Funding Account during Annual Period (prior to
withdrawals)
(b) The Deficit Controlled Accumulation Amount for $0.00
the related Annual Period
(c) The Principal Funding Account Investment Proceeds $0.00
deposited in the Collections Account to be treated
as Class A Available Funds
9. AVAILABLE FUNDS
---------------
(a) The amount of Class A Available Funds on deposit $31,487,169.77
in the Collections Account for this Annual Period
(b) The amount of Class B Available Funds on deposit $1,729,910.55
in the Collections Account for this Annual Period
(c) The amount of Class C Available Funds on deposit $1,383,969.58
in the Collections Account for this Annual Period
10. PORTFOLIO
---------
(a) The Net Portfolio Yield for the related Annual 12.40%
Period
(b) The Base Rate for the related Annual Period 7.46%
</TABLE>
Page 5 of 6
<PAGE>
TRAVELERS BANK USA
Servicer
By: /s/ John T. Rosko
-----------------------
Name: John J. Rosko
Title: Vice President
Page 6 of 6
<PAGE>
Exhibit 99.2
TRAVELERS BANK CREDIT CARD MASTER TRUST I
ANNUAL SERVICER'S CERTIFICATE
The undersigned, a duly authorized representative of The Travelers Bank
USA, as Servicer ("Travelers Bank"), pursuant to the Pooling and Servicing
Agreement dated as of March 1, 1998, as amended by Amendment No. 1 thereto
dated August 31, 1998 (as amended and supplemented, the "Agreement"), among
CC Credit Card Corporation, as Transferor, Travelers Bank, and The Bank of
New York, as Trustee, does hereby certify that:
1. Travelers Bank 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, 1998, 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 Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this 25th day of March, 1999.
THE TRAVELERS BANK USA
By: /s/ John Rosko
------------------------------------
John Rosko
Vice President
<PAGE>
Exhibit 99.3
INDEPENDENT ACCOUNTANTS REPORT
Travelers Bank Credit Card Master Trust I
c/o The Bank of New York, as Trustee
Travelers Bank USA, as servicer
We have examined the accompanying assertion made by management on Travelers Bank
USA's (the Bank) compliance, as servicer, with the servicing requirements in
Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV,
Sections 4.02 through 4.06, and Section 8.08 of the Pooling and Servicing
Agreement for the Travelers Bank Credit Card Master Trust I, dated as of March
1, 1998 (the Agreement) for the period March 1, 1998 to December 31, 1998.
Management is responsible for the Bank's compliance with the aforementioned
sections of the Agreement. Our responsibility is to express an opinion on
management's assertion about the Bank's compliance based upon our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
aforementioned sections of the Agreement 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 Bank's compliance with those sections.
In our opinion, management's assertion that the Bank was materially in
compliance with the aforementioned sections of the Agreement for the period
March 1, 1998 to December 31, 1998 is fairly stated in all material respects.
/s/ KPMG LLP
March 25, 1999
<PAGE>
MANAGEMENT REPORT ON TRAVELERS BANK USA'S COMPLIANCE, AS SERVICER, WITH THE
SERVICING REQUIREMENTS OF THE POOLING AND SERVICING AGREEMENT
Management of Travelers Bank USA (the Bank), as servicer, is responsible for
compliance with the servicing requirements in Article III, Sections 3.01,
3.02, 3.04, 3.05, 3.06, and 3.09, Article IV, Sections 4.02 through 4.06, and
Section 8.08 of the Pooling and Servicing agreement for the Travelers Bank
Credit Card Master Trust I, dated as of March 1, 1998 (the Agreement).
Management has performed an evaluation of the Bank's compliance with the
aforementioned sections of the Agreement for the period March 1, 1998 to
December 31, 1998. Based upon the evaluation, management believes that for
the period March 1, 1998 to December 31, 1998, the Bank, as servicer, was
materially in compliance with the aforementioned sections of the Agreement.
/s/ Thomas G. Anderson
- ----------------------------------
Thomas G. Anderson
President
March 25, 1999
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
Travelers Bank Credit Card Master Trust I
c/o The Bank of New York, as Trustee
Travelers Bank USA, as servicer
We have examined the accompanying assertion made by management on Travelers Bank
USA's (the Bank) compliance, as servicer, with Article III, Section 3.04 (b) of
the Pooling and Servicing Agreement for the Travelers Bank Credit Card Master
Trust I, dated as of March 1, 1998 (the Agreement) for the period March 1, 1998
to December 31, 1998. Management is responsible for the Bank's compliance with
Article III, Section 3.04 (b) of the Agreement. Our responsibility is to express
an opinion on management's assertion about the Bank's compliance based upon our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
aforementioned provision of the Agreement 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 Bank's compliance with that provision.
In our opinion, management's assertion that the Bank was materially in
compliance with Article III, Section 3.04 (b) of the Agreement for the period
March 1, 1998 to December 31, 1998 is fairly stated in all material respects.
/s/ KPMG LLP
March 25, 1999
<PAGE>
MANAGEMENT REPORT ON TRAVELERS BANK USA'S COMPLIANCE, AS SERVICER, WITH
ARTICLE III, SECTION 3.04 (B) OF THE POOLING AND SERVICING AGREEMENT
Management of Travelers Bank USA (the Bank), as servicer, is responsible for the
preparation of the Monthly Servicer Certificates in compliance with Article III,
Section 3.04 (b) of the Pooling and Servicing Agreement for the Travelers Bank
Credit Card Master Trust I, dated as of March 1, 1998 (the Agreement).
Management has performed an evaluation of the Bank's compliance with Article
III, Section 3.04 (b) of the Agreement for the period March 1, 1998 to December
31, 1998. Based upon this evaluation, management believes that for the period
March 1, 1998 to December 31, 1998, the Bank, as servicer, was materially in
compliance with Article III, Section 3.04 (b) of the Agreement.
/s/ Thomas G. Anderson
- ----------------------------------
Thomas G. Anderson
President
March 25, 1999
