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, 2003
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 333-67855
Dillard Asset Funding Company
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 88-0352714
- ---------------------------------------- ------------------------------------
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
c/o Chase Manhattan Bank USA, N.A.
500 Stanton Christiana Rd.
POS4/3rd Floor
Newark, Delaware 19713
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
(302) 575-5000
- -------------------------------------------------------------------------------
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange of Which Registered
NONE N/A
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
2
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 reports), and (2) has been
subject to such filing requirements for the last 90 days: Yes / / No /X/
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrants. The aggregate value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing.
The registrant has no voting or non-voting common equity outstanding as
of the date of this report.
Dillard Credit Card Master Trust I is a trust that has issued
certificates of beneficial interest in the trust assets.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes.
None.
Introductory Note
Dillard Credit Card Master Trust I, (the "Trust"), was formed pursuant to
a Pooling and Servicing Agreement, as amended (the "Agreement") between
Dillard Asset Funding Company, as transferor, Dillard National Bank, as
servicer, and an unrelated trustee (the "Trustee"). The registrant will file
reports pursuant to Section 13, 15(d) and 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in the manner described in the SEC
no-action letters dated January 16, 1991 and March 14, 1991, submitted to the
Office of the Chief Counsel on behalf of Chase Manhattan Credit Card Trust
1990-A ("No-Action Letter"). Accordingly, responses to certain Items have been
omitted from or modified in this Annual Report on Form 10-K.
The Dillard Credit Card Master Trust I is the Issuer of Floating Rate
Class A Asset Backed Certificates Series 2000-1 (the "2000-1 Certificates")
and 3.80% Class A Asset Backed Certificates Series 2002-2 (the "2002-2
Certificates" together with the 2000-1 Certificates, the "Certificates").
3
Part I
Item 1. Business
Omitted.
Item 2. Properties
Pursuant to the Agreement, Dillard Asset Funding Company has transferred
to the Trust from time to time the receivables (the "Receivables") arising in
certain designated credit card accounts.
The aggregate Investor Default Amount for the year ended December 31,
2003 was $118 million. Net Charge-offs were $98 million for the same period.
As of December 31, 2003, Accounts designated for the Master Trust having an
aggregate balance of $36 million, or 3.11% of all Receivables, were delinquent
30 - 59 days; Accounts having an aggregate balance of $14 million, or 1.18% of
all Receivables, were delinquent 60 - 89 days; and Accounts having an
aggregate balance of $28 million or 2.43% of all Receivables, were delinquent
90 days or more.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings with
respect to the Trust, the Trustee, Dillard Asset Funding Company and Dillard
National Bank.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of certificateholders during the
fiscal year covered by this report.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters
To the knowledge of the registrant, the Certificates are traded on the
Luxembourg Stock Exchange.
As of December 31, 2003, all of the Certificates were registered in the
name of CEDE and Co. The registrant understands that CEDE and Co. is the
nominee for the Depository Trust Company ("DTC"). The registrant further
understands that DTC has no knowledge of the actual beneficial owners of such
Certificates held of record by CEDE & Co., and that DTC knows only the
identity of the participants to whose accounts such Certificates are credited,
who may or may not be the beneficial owners of such Certificates. In
accordance with the No-Action Letter, the registrant considers holders of
interests in the DTC System or DTC participants to be "holders of record" and
the following information is presented on that basis:
Series No. of Holders
------------------------------ --------------
2000-1 Certificates 5
2002-2 Certificates 9
4
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Omitted.
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
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The records of DTC indicate that as of December 31, 2003, there were the
following holders of record with more than 5% of each class of Certificates:
Original Certificate
Name & Address of Participant Principal Balance % of Class
----------------------------- -------------------- ----------
Series 2000-1 Mellon Trust of New England $44,000,000 22%
Certificate 525 William Penn Place, Ste. 3148
Pittsburgh, PA 15259
Deutsche Bank Trust Company Americas $48,000,000 24%
648 Grassmere Park Road
Nashville, TN 37211
HSBC USA Omnibus $20,000,000 10%
140 Broadway - Level A
New York, NY 10015
5
JPMorgan Chase Bank $83,000,000 42%
14201 Dallas Parkway
Dallas, TX 75254
Series 2002-2 Citibank, N.A. $20,000,000 10%
Certificate 3800 Citibank Center B3-15
Tampa, FL 33610
Deutsche Bank Trust Company Americas $13,000,000 6.5%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $32,000,000 16%
14201 Dallas Parkway
Dallas, TX 75254
State Street Bank & Trust $90,500,000 45.2%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
UBS Investment Bank $43,000,000 21.5%
299 Park Avenue
New York, NY 10171
Item 13. Certain Relationships and Related Transactions
Omitted.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K
(a) The following documents are filed as part of this Annual Report on
Form 10-K.
Exhibit Number Description
---------------- -----------------------------------------
99.1 Annual Servicer's Certificate pursuant to
Section 3.5 of the Agreement.
99.2 Annual Independent Accountants' Report
pursuant to Section 3.6 of the Agreement.
(b) Reports on Form 8-K.
The following reports on Form 8-K were filed by the registrant
during the last quarter of 2003:
6
Date Items Reported Financial Statements
- ---- -------------- --------------------
October 15, 2003 5, 7 Monthly Report to certificateholders
dated September 15, 2003
November 12, 2003 5, 7 Monthly Report to certificateholders
dated October 15, 2003
December 10, 2003 5, 7 Monthly Report to certificateholders
dated November 17, 2003
7
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.
Dated: March 30, 2004
DILLARD ASSET FUNDING COMPANY
By: Administrator
By: /s/ Sherrill E. Wise
---------------------------------
Name: Sherrill E. Wise
Title: Administrator
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to certificateholders subsequent to the filing of this report.
8
CERTIFICATION
I, Sherrill Wise, 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 the Dillard Credit Card Master 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. Based on my knowledge and upon the annual compliance statement
included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing, or similar
agreement, and except as disclosed in the reports, the servicer has
fulfilled its obligations under the servicing 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.
Date: March 30, 2004
/s/ Sherrill Wise
- -------------------------
Signature: Sherrill Wise
Title: Administrator
INDEX TO EXHIBITS
Exhibit Number: Description:
- ------------------- ---------------------------------------------------------
99.1 Annual Servicer's Certificate pursuant to Section 3.5
of the Agreement.
99.2 Annual Independent Accountants' Report pursuant to
Section 3.6 of the Agreement.