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UNITED STATES
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, 1997 Commission file number: 33-67034
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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
(Issuer in respect of the CSXT Trade Receivables Master Trust
5.05% Trade Receivables Participation Certificates, Series
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1993-1) (Exact name of registrant as specified in its
charter)
Delaware 59-3168541
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Route 688
P. O. Box 87
Doswell, Virginia 23047
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 876-3220
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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:
CSXT Trade Receivables Master Trust 5.05% Trade Receivables
Participation Certificates, Series 1993-1
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 ( )
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 stock held by non-affiliates of
the Registrant. Not Applicable.
PART I
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Item 1. Business.
Omitted pursuant to a no-action letter dated February 4, 1994 (the
"No-Action Letter"), issued by the Commission staff with respect to certain of
the Registrant's reporting requirements pursuant to Section 13 or 15(d) of the
Act.
Item 2. Properties.
Pursuant to the No-Action Letter, reference is made to the Annual
Certificate of Servicer referred to in Items 8 and 14 hereof.
Item 3. Legal Proceedings.
In September 1997, a state court jury in New Orleans returned a $2.5
billion punitive damages award against CSX Transportation, Inc. ("CSXT"). The
award was made in a class-action lawsuit against a group of nine companies based
on personal injuries alleged to have arisen from a 1987 fire. The fire was
caused by a leaking chemical tank car parked on CSXT tracks and resulted in the
36-hour evacuation of a New Orleans neighborhood. In the same case, the court
awarded a group of 20 plaintiffs compensatory damages of approximately $2
million against the defendants, including CSXT, to which the jury assigned 15%
of the responsibility for the incident. CSXT's liability under that compensatory
damages award is not material.
In October 1997, the Louisiana Supreme Court set aside the punitive
damages judgment, ruling the judgment should not have been entered until all
liability issues were resolved. CSXT believes this decision means that 8,000
other cases must be resolved before the punitive damage claims can be decided.
CSXT is pursuing an aggressive strategy on all legal fronts, and management
believes that any adverse outcome will not be material to CSXT's overall results
of operations or financial position, although it could be material to results of
operations in a particular quarterly accounting period.
The Registrant knows of no additional material pending legal
proceedings involving any of the CSXT Trade Receivables Master Trust (the
"Trust"), CSX Trade Receivables Corporation ("CTRC"), CSX Transportation, Inc.,
or Chemical Bank, as trustee (the "Trustee") with respect to the Trust.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
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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) The Certificates are represented by one or more certificates
registered in the name of Cede & Co. ("Cede"), the nominee of The Depository
Trust Company ("DTC").
(c) Omitted pursuant to the No-Action Letter.
Item 6. Selected Financial Data.
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data.
Pursuant to Section 3.06 of the Pooling and Servicing Agreement (the
"Pooling Agreement") dated as of December 18, 1992, as such Agreement has been
amended and supplemented through October 28, 1993 relating to the Trust among
CTRC, CSXT and the Trustee, CSXT, as servicer (in such capacity, the "Servicer")
has delivered the Annual Certificate of Servicer to the Trustee, a copy of which
is attached hereto as Exhibit 99.1.
Pursuant to Section 3.07 of the Pooling Agreement, Ernst & Young LLP
has furnished a report on the activities of the Servicer and on the comparison
of mathematical calculations of amounts set forth in the Certificateholders'
Distribution Date Statements with the Servicer's computer records, a copy of
which is attached hereto as Exhibit 99.2. Exhibit 99.3 includes copies of the
Certificateholders' Distribution Date Statements (the "Statements"), if and as
amended, prepared by the Servicer and delivered to the Trustee pursuant to
Section 3.05 of the Pooling Agreement for all distribution dates occurring
during the year ended December 31, 1997. Each Statement contains information for
the applicable period relating to the receivables sold to the Trust by CTRC (the
"Receivables") and the accounts from which the Receivables arise (the
"Accounts"), including the aggregate outstanding balances of delinquent
Accounts, the aggregate principal amount of defaulted Receivables and
information relating to delinquency rates on the outstanding balances in the
Accounts and loss experience on the portfolio of Receivables.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
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Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11. Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The Certificates are represented by one or more certificates
registered in the name of Cede, the nominee of DTC, and an investor holding an
interest in the Trust is not entitled to receive a certificate representing such
interest except in limited circumstances. Accordingly, Cede is the sole holder
of record of Certificates, which it holds on behalf of brokers, dealers, banks,
and other direct participants in the DTC system. Such direct participants may
hold Certificates for their own accounts or for the accounts of their customers.
The name and address of Cede is:
Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
Item 13. Certain Relationships and Related Transactions.
There have not been, and there are not currently proposed, any
transactions or series of transactions, to which either the Registrant, CSXT, as
Servicer, or the Trustee, on behalf of the Trust, is a party with any
Certificateholder who owns of record or beneficially more than five percent of
the Certificates. Information regarding servicing compensation received by CSXT
is set forth in the Exhibits filed pursuant to Item 14 hereof.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits.
24.1 Powers of Attorney of Messrs. Aftoora, Owen, Sparrow,
Goolsby, and Grandis as Directors and/or Officers of
CSX Trade Receivables Corporation.
99.1 Annual Certificate of Servicer, prepared by CSXT
pursuant to Section 3.06 of the Pooling Agreement.
99.2 Report of independent auditors on the activities of
CSXT, as Servicer, and on the comparison of
mathematical calculations of amounts set forth in the
Certificateholders' Distribution Date Statements with
CSXT's computer records, prepared by Ernst & Young LLP
pursuant to Section 3.07 of the
Pooling Agreement.
99.3 Monthly Certificateholders' Distribution Date
Statements filed during the year ended December 31,
1997.
(b) Reports on Form 8-K.
Date of Form 8-K Description of Form 8-K
January 27, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
January 27, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
February 25, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
February 25, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
March 25, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
March 25, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
April 25, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
April 25, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
May 27, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
May 27, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
June 25, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
June 25, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
July 25, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
July 25, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
August 25, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
August 25, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
September 25, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
September 25, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
October 27, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
October 27, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
November 25, 1997 Submitted a copy of
Certificateholders' Distribution Date
Statement dated November 25, 1997 for
the CSXT Trade Receivables Master Trust
5.05% Trade Receivables Participation
Certificates, Series 1993-1.
December 26, 1997 Submitted a copy of Certificateholders'
Distribution Date Statement dated
December 26, 1997 for the CSXT Trade
Receivables Master Trust 5.05% Trade
Receivables Participation Certificates,
Series 1993-1.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
SIGNATURES
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Pursuant to the requirements 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.
CSXT TRADE RECEIVABLES MASTER TRUST
By: CSX TRADE RECEIVABLES CORPORATION
/s/ ROBERT M. PEEBLES
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Robert M. Peebles
Vice President - Accounting
and Assistant Treasurer
(Principal Accounting Officer)
Date: March 20, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title
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William H. Sparrow Chairman of the Board, President,
and Director(Principal Executive
Officer) (a)
David D. Owen Vice President-Finance and
Director (Principal Finance
Officer) (a)
A. B. Aftoora Director (a)
Allen C. Goolsby, III Director (a)
Leslie A. Grandis Director (a)
(a) /s/ ELLEN M. FITZSIMMONS
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Ellen M. Fitzsimmons, Attorney-in-Fact
March 20, 1998
EXHIBIT INDEX
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Exhibit
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24.1 Powers of Attorney of Messrs. Aftoora, Owen, Sparrow, Goolsby, and
Grandis as Directors and/or Officers of CSX Trade Receivables
Corporation.
99.1 Annual Certificate of Servicer, prepared by CSXT pursuant to
Section 3.06 of the Pooling Agreement.
99.2 Report of independent auditors on the activities of CSXT, as Servicer,
and on the comparison of mathematical calculations of amounts set
forth in the Certificateholders' Distribution Date Statements with
CSXT's computer records, prepared by Ernst & Young LLP pursuant to
Section 3.07 of the Pooling Agreement.
99.3 Monthly Certificateholders' Distribution Date Statements filed during
the year ended December 31, 1997.