WASHINGTON, DC 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: COMMISSION FILE NUMBER:
December 31, 2001 333-59424
MBNA AMERICA BANK, NATIONAL ASSOCIATION
on behalf of the
MBNA MASTER CREDIT CARD TRUST II
(Issuer of the Collateral Certificate)
AND THE
MBNA CREDIT CARD MASTER NOTE TRUST
(Issuer of the MBNASeries Class A, Class B, and Class C notes)
(Exact name of registrant as specified in its charter)
United States of America 51-0331-454
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
Wilmington, DE. 19884-0781
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(800) 362-6255
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) 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 [ ]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT.
The Registrant has no voting stock or class of common stock outstanding as of the date of this report.
INTRODUCTORY NOTE
-----------------
MBNA America Bank, National Association ("MBNA") is the originator of the MBNA Master Credit Card Trust II and is seller and servicer
under the Pooling and Servicing Agreement (the "Agreement"), dated as of August 4, 1994, and the Series 2001-D Supplement (the
"2001-D Supplement"), dated as of May 24, 2001, with the Agreement and the 2001-D Supplement providing for the issuance of the Series
2001-D Collateral Certificate (the "Certificate"). MBNA is the originator of the MBNA Credit Card Master Note Trust and is
beneficiary under the Indenture (the "Indenture") and the MBNAseries Indenture Supplement (the "Indenture Supplement") each dated as
of May 24, 2001, and the Class B(2001-1) Terms Document, Class C(2001-1) Terms Document, Class A(2001-1) Terms Document, Class
C(2001-3) Terms Document, Class A(2001-2) Terms Document, Class A(2001-3) Terms Document, Class B(2001-2) Terms Document, Class
C(2001-4) Terms Document, Class A(2001-4) Terms Document, Class A(2001-5) Terms Document and Class C(2001-5) Terms Document
(together, the "Terms Documents"), dated as of May 24, 2001, May 24, 2001, May 31, 2001, July 25, 2001, July 26, 2001, August 8,
2001, September 6, 2001, September 6, 2001, September 27, 2001, November 8, 2001, and December 11, 2001, respectively, with the
Indenture, Indenture Supplement and Terms Documents providing for the issuance of the Class B(2001-1), Class C(2001-1), Class
A(2001-1), Class C(2001-3), Class A(2001-2), Class A(2001-3), Class B(2001-2), Class C(2001-4), Class A(2001-4), Class A(2001-5), and
Class C(2001-5) Notes (together, the "Notes"). The Certificate and the Notes do not represent obligations of or interests in MBNA.
In November 1988, MBNA made application under the Securities Exchange Act of 1934 for an exemption from certain reporting
requirements. On December 30, 1988, the staff of the Securities and Exchange Commission's Division of Corporation Finance granted
MBNA's exemption request, pursuant to which MBNA is not required to respond to various items of Form 10-K. Such items are designated
herein as "Not Applicable".
PART I
------
Item 1. Business
- ------- --------
Not Applicable
Item 2. Properties
- ------- ----------
Not Applicable
Item 3. Legal Proceedings
- ------- -----------------
None
Item 4. Submission Of Matters To A Vote Of Security Holders.
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None
PART II
-------
Item 5. Market For Registrant's Common Equity
- ------- And Related Stockholder Matters.
--------------------------------
The Certificates representing investors' interests in the Trust
are represented by a single Certificate registered in the name of
Cede & Co., the nominee of The Depository Trust Company.
Item 6. Selected Financial Data
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Not Applicable
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- Results of Operations
---------------------------------------------------------------
Not Applicable
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
- -------- ---------------------------------------------------------
Not Applicable
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
Not Applicable
Item 9. Changes In And Disagreements With Accountants On Accounting
- ------- And Financial Disclosure.
-----------------------------------------------------------
None
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Not Applicable
Item 11. Executive Compensation
- -------- ----------------------
Not Applicable
PART III
--------
Item 12. Security Ownership Of Certain Beneficial Owners And Management
- -------- --------------------------------------------------------------
(a) The Certificates of each 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, 2001. Such direct participants may hold Certificates for their own accounts or for
the accounts of their customers. At December 31, 2001, the following direct DTC participants held positions in Certificates
representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Series
outstanding on that date:
Aggregate
Amount of Percentage
Title Certificates Of
Class Name Held Ownership
- --------------- ---------------------------------------- ---------------- ------------
Class A(2001-1) Bank of New York (The) $ 141,041,000 14.10%
Bankers Trust Company 115,507,000 11.55%
Boston Safe Deposit and Trust Company 113,862,000 11.39%
JPMorgan Chase Bank 186,303,000 18.63%
SSB - Trust Custody 60,970,000 6.10%
State Street Bank and Trust Company 102,400,000 10.24%
Class A(2001-2) Bank of New York (The) 110,000,000 22.00%
Deutsche Bank A.G., New York Branch 200,000,000 40.00%
JPMorgan Chase Bank 170,000,000 34.00%
Class A(2001-3) The Bank of New York/Barclays Capital-London $ 50,000,000 5.00%
Boston Safe Deposit and Trust Company 299,640,000 29.96%
Brown Brothers Harriman & CO. 50,000,000 5.00%
Citibank, N.A. 75,000,000 7.50%
JPMorgan Chase Bank 120,000,000 12.00%
JPMorgan Chase Bank/CCSG 146,000,000 14.60%
Morgan Stanley & CO. Incorporated 62,000,000 6.20%
State Street Bank and Trust Company 75,000,000 7.50%
United States Trust Company of New York 75,900,000 7.59%
Class A(2001-4) Bank of New York (The) $ 168,600,000 16.86%
Boston Safe Deposit and Trust Company 192,300,000 19.23%
Citibank, N.A. 60,875,000 6.09%
Investors Bank & Trust Company 63,120,000 6.31%
JPMorgan Chase Bank 339,000,000 33.90%
Northern Trust Company (The) 50,500,000 5.05%
State Street Bank and Trust Company 81,180,000 8.12%
Class A(2001-5) Citibank, N.A. $ 80,000,000 16.00%
JPMorgan Chase Bank 390,000,000 78.00%
Class B(2001-1) Bank of New York (The) $ 42,000,000 16.80%
Boston Safe Deposit and Trust Company 65,000,000 26.00%
Bank of Tokyo-Mitsubishi Trust Company 15,000,000 6.00%
JPMorgan Chase Bank 40,000,000 16.00%
Lehman Brothers Bank, FSB 29,000,000 11.60%
State Street Bank and Trust Company 56,000,000 22.40%
Class B(2001-2) Bank of New York (The) $ 70,000,000 28.00%
Boston Safe Deposit and Trust Company 75,000,000 30.00%
State Street Bank and Trust Company 90,000,000 36.00%
Class C(2001-1) Bank One Trust Company, N.A. $20,000,000 8.00%
Boston Safe Deposit and Trust Company 50,000,000 20.00%
Bank of Tokyo-Mitsubishi Trust Company 47,500,000 19.00%
JPMorgan Chase Bank 46,500,000 18.60%
JPMorgan Chase Bank/CCSG 25,000,000 10.00%
LBI-Lehman Government Securities INC. (LBI) 25,000,000 10.00%
Class C(2001-3) Bank of New York (The) $ 33,057,000 8.26%
Bank One Trust Company N.A./Public Employee Retirement 25,000,000 6.25%
Boston Safe Deposit and Trust Company 75,630,000 18.91%
Bank of Tokyo-Mitsubishi Trust Company 50,000,000 12.50%
JPMorgan Chase Bank 23,920,000 5.98%
Northern Trust Company (The) 50,220,000 12.56%
State Street Bank and Trust Company 75,550,000 18.89%
Class C(2001-4) Bankers Trust Company $ 200,000,000 80.00%
Sumitomo Trust & Banking CO. (U.S.A.) 20,000,000 8.00%
Class C(2001-5) Bankers Trust Company $ 75,700,000 50.47%
Bear, Stearns Securities Corp. 22,500,000 15.00%
ING Barings Corp. 10,000,000 6.67%
JPMorgan Chase Bank 20,000,000 13.33%
State Street Bank and Trust Company 10,550,000 7.03%
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not Applicable
(c) Not Applicable
Item 13. Certain Relationships and Related Transactions
__________
None
PART IV
Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K
- -------- ----------------------------------------------------------------
(a) The following documents are filed as part of this Report:
3. Exhibits:
99.01 Annual
Accountant’s reports including the attached MBNA Officer’s Certificate
each dated August 15, 2001 with respect to MBNA Master Trust II and the MBNA
Credit Card Note Trust MBNA Series
Class B(2001-1), Class C(2001-1), and Class A(2001-1).
The Annual
Accountant’s reports with respect to the MBNA Master Trust II and the MBNA
Credit Card Note Trust MBNA Series Class C(2001-2), Class A(2001-2), Class
A(2001-3), Class B(2001-2), Class C(2001-4), Class A(2001-4, Class A(2001-5),
and Class
C(2001-5).
is not required until August 31, 2002.
99.02 Annual Servicer's Certificate dated August 15, 2001 with respect to the MBNA Master Trust II and the MBNA Credit Card
Note Trust MBNA Series
Class B (2001-1), Class C (2001-1), and Class A(2001-1).
The Annual Servicer’s
Certificate with respect to the MBNA Master Trust II and the MBNA Credit Card
Note Trust MBNA Series Class C(2001-2), Class A(2001-2), Class A(2001-3), Class
B(2001-2), Class C(2001-4), Class A(2001-4, Class A(2001-5), and Class
C(2001-5).
is not required until August 31, 2002.
(b) Three reports on Form
8-K were filed by the registrant for each month during the quarter ended
December 31, 2001. These reports filed on October 12 2001, November 14, 2001,
and December 14, 2001 included the following:
Item 5. Other Events
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) See item 14(a) (3) above.
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.
MBNA America Bank, National Association
As originator of Trust Registrant
Date: March 28, 2002 By: /s/ Christopher Harris
Christopher Harris
First Vice President