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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 26, 2003   Commission file number: 0-25567

CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
(Issuer in respect of the CSXT Trade Receivables Master Trust
6.00% Trade Receivables Participation Certificates, Series 1998-1)


(Exact name of registrant as specified in its charter)
     
Delaware   59-3168541

 
 
 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
Route 688
P. O. Box 87
Doswell, Virginia
  23047

 
 
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (804) 876-3220

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 6.00% Trade Receivables
Participation Certificates, Series 1998-1

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  o

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. Yes  x  No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes  o   No  x

State the aggregate market value of the voting stock held by non-affiliates of the Registrant. Not Applicable.



 


TABLE OF CONTENTS

Item 1. Business.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.
Item 6. Selected Financial Data.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
POWER OF ATTORNEY
ANNUAL CERTIFICATE OF SERVICER
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
Form 10-K, Part I

Item 1. Business.

     Omitted pursuant to a no-action letter dated February 4, 1994 (the “No-Action Letter”), issued by the Securities and Exchange Commission staff with respect to certain of the Registrant’s reporting requirements pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Item 2. Properties.

     Pursuant to the No-Action Letter, reference is made to the Annual Certificates of Servicer referred to in Items 8 and 14 hereof.

Item 3. Legal Proceedings.

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
Form 10-K, Part II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

  (a)   The CSX Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1 (the “Certificates”) were paid in full in June 2003. The Certificates are no longer outstanding. While they were outstanding, there was no established public trading market for the Certificates.

  (b)   Not applicable.

  (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.

     CSXT, as servicer (in such capacity, the “Servicer”) has delivered to JP Morgan Chase Bank (fka The Chase Manhattan Bank), as trustee (in such capacity, the “Trustee”) the Annual Certificate of Servicer to the Trustee with respect to the year ended December 26, 2003, a copy of which is attached hereto as Exhibit 99.1. The Annual Servicer’s Certificate was provided pursuant to Section 3.06 of the Amended and Restated Pooling and Servicing Agreement dated as of October 27, 1993, as such Agreement has been amended and supplemented (the “Agreement”).

     Pursuant to Section 3.07 of the Agreement, Ernst & Young LLP has furnished a report on management’s assertion regarding the compliance of the Servicer with certain terms and conditions in the Agreement and on the comparison of mathematical calculations of amounts set forth in the Certificateholders’ Distribution Date Statements with the Servicer’s computer records, with respect to the Certificates. A copy of the report is attached hereto as Exhibit 99.2.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     None.

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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
Form 10-K, Part III

Item 10. Directors, Executive Officers, Promoters and Control Persons 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)   Not applicable.

  (b)   Omitted pursuant to the No-Action Letter.

  (c)   Omitted pursuant to the No-Action Letter.

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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
Form 10-K, Part III

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 monthly Certificateholders’ Distribution Date Statements filed on Form 8-K, as referenced under Item 14 hereof.

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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
Form 10-K, Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a) Exhibits.

         
  24.1*   Powers of Attorney of Messrs. Baggs, Boor, Goolsby, and Grandis as Directors and/or Officers of CSX Trade Receivables Corporation.
 
       
  99.1*   Annual Certificate of Servicer with respect to the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1, prepared by CSXT pursuant to Section 3.06 of the Agreement.
 
       
  99.2*   Report of Independent Certified Public Accountants with respect to the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1, prepared by Ernst & Young LLP pursuant to Section 3.07 of the Agreement.

     (b) Reports on Form 8-K.

     
Date of Form 8-K
  Description of Form 8-K

 
 
 
January 27, 2003
  Submitted a copy of Certificateholders’ Distribution Date Statement dated January 27, 2003 for the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1.
 
   
February 25, 2003
  Submitted a copy of Certificateholders’ Distribution Date Statement dated February 25, 2003 for the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1.
 
   
March 25, 2003
  Submitted a copy of Certificateholders’ Distribution Date Statement dated March 25, 2003 for the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1.
 
   
April 25, 2003
  Submitted a copy of Certificateholders’ Distribution Date Statement dated April 25, 2003 for the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1.

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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
Form 10-K, Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K, Continued

     (b) Reports on Form 8-K, Continued

     
Date of Form 8-K
  Description of Form 8-K

 
 
 
May 27, 2003
  Submitted a copy of Certificateholders’ Distribution Date Statement dated May 27, 2003 for the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1.
 
   
June 25, 2003
  Submitted a copy of Certificateholders’ Distribution Date Statement dated June 25, 2003 for the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1.

     (c) Omitted pursuant to the No-Action Letter.

     (d) Omitted pursuant to the No-Action Letter.

  *   Filed Herewith

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CSX Trade Receivables Corporation on behalf of the
CSXT Trade Receivables Master Trust
Form 10-K

SIGNATURES

     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/ DAVID H. BAGGS

David H. Baggs
President, Treasurer
(Principal Executive Officer) 
 
 

Date: March 25, 2004

     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

/s/ David H. Baggs*

David H. Baggs
  President, Treasurer, and Director
(Principal Executive Officer)
/s/ David A. Boor*

David A. Boor
  Chairman of the Board, and Director
/s/ Allen C. Goolsby, III*

Allen C. Goolsby, III
  Director
/s/ Leslie A. Grandis*

Leslie A. Grandis
  Director
*/s/ Gordon F. Bailey

Gordon F. Bailey, Attorney-In-Fact
March 25, 2004
   

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Certification

I, David H. Baggs, 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 CSX Trade Receivables Corporation;

  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 as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following parties: CSX Transportation Inc., as servicer, and JP Morgan Chase Bank, formerly The Chase Manhattan Bank, as Trustee
         
     
  /s/ DAVID H. BAGGS    
  David H. Baggs   
  President, Treasurer
(Principal Executive and Financial Officer) 
 
 

March 25, 2004

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EXHIBIT INDEX

Exhibit

     
24.1
  Powers of Attorney of Messrs. Baggs, Boor, Goolsby, and Grandis as Directors and/or Officers of CSX Trade Receivables Corporation.
 
   
99.1
  Annual Certificate of Servicer with respect to the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1, prepared by CSXT pursuant to Section 3.06 of the Agreement.
 
   
99.2
  Report of Independent Certified Public Accountants with respect to the CSXT Trade Receivables Master Trust 6.00% Trade Receivables Participation Certificates, Series 1998-1, prepared by Ernst & Young LLP pursuant to Section 3.07 of the Agreement.

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