Item 1. Business
This Annual Report on Form 10-K (the "Report") is filed with respect to GE Capital Credit Card Master Note Trust (the "Trust"), a statutory trust formed under the laws of the State of Delaware pursuant to a Trust Agreement, dated as of September 25, 2003 (the "Trust Agreement"), between RFS Holding, L.L.C., the co-registrant (referred to herein as the "Company" or the "Transferor") and The Bank of New York (Delaware), as owner trustee (the "Owner Trustee"). The Trust issued $952,500,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2004-1 (the "Series 2004-1 Notes") and $952,500,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2004-2 (the "Series 2004-2 Notes"; and together with the Series 2004-1 Notes, the "Notes") pursuant to a Master Indenture, dated as of September 25, 2003 (as amended from time to time, the "Indenture"), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"), and as supplemented by the Series 2004-1 Indenture Supplement with respect to the Series 2004-1 Notes, dated as of June 23, 2004, and the Series 2004-2 Indenture Supplement with respect to the Series 2004-2 Notes, dated as of September 22, 2004.
In no-action letters issued to a variety of issuers of asset-backed securities, whose principal assets are receivables generated under consumer credit card accounts, the Division of Corporation Finance has stated that it would not raise any objection if modified reports on Form 10-K were filed omitting certain information required by Form 10-K. In reliance particularly on the letter relating to Private Label Credit Card Master Trust, HRSI Funding Inc. (May 20, 1992), the Company, on behalf of itself and its co-registrant, the Trust, has omitted or modified responses to certain Items in this Report.
Item 2.
Item 2. Properties
Not applicable.
See Item 15.
Item 3.
Item 3. Legal Proceedings
Except as described in the following paragraph, there were no material legal proceedings involving the Trust, or to the extent relating to the Trust or the assets of the Registrants, the Indenture Trustee, the Transferor, GE Money Bank, as servicer (the "Servicer") or the Owner Trustee, which were pending at December 31, 2004 or as of the date of this report, other than ordinary routine litigation involving the assets of the Trust or the duties of the Indenture Trustee, the Owner Trustee, the Servicer or the Transferor.
The Servicer is a defendant in a class action lawsuit in which the plaintiffs allege that certain finance charges and fees charged to customers in Louisiana by Monogram Credit Card Bank of Georgia, which was merged with and into the Servicer on February 7, 2005, exceeded the amounts permitted by applicable Louisiana law. (See, e.g., Heaton v. Monogram Credit Card Bank of Georgia, 2 F.3d 416 (5th Cir. 2002) (reversing lower court's denial of FDIC's motion to intervene). Specifically, the plaintiffs allege that, prior to March 2000, Monogram Credit Card Bank of Georgia was not a "State bank" under the portion of the Federal Deposit Insurance Act that entitles State banks to export interest rates permitted by the law of their home state. Plaintiffs seek to recoup the alleged overcharged finance charges and fees, interest on the alleged overcharges, and disgorgement of assessed finance charges. The lawsuit commenced in May 1998. In 2002, the Federal Deposit Insurance Company intervened as a party. The matter is pending in the United States District Court for the Eastern District of Louisiana. GE Money Bank continues to vigorously defend the case.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
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 Notes.
Each publicly-offered class of the Trust's Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.
(b)Not applicable.
(c)Not applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principals or practices or financial disclosure.
Item 9A.
Item 9A. Controls and Procedures
Not Applicable.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
RFS Holding, L.L.C. owns 100% of the Transferor Certificate issued by the Trust pursuant to the Trust Agreement.
Each publicly offered class of the Trust's Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.
Item 13.
Item 13. Certain Relationships and Related Transactions
None.
Item 14.
Item 14. Principal Accounting Fees and Services
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Not applicable.
(2)Not applicable.
(3)The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b)The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(c)Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on behalf of the registrants by the undersigned, thereunto duly authorized.
Date: March 30, 2005
RFS HOLDING, L.L.C., as Co-Registrant, and as depositor on behalf of GE Capital Credit Card Master Note Trust, as Co-Registrant
By:
/s/ DANIEL C. JANKI
Name: Daniel C. Janki
Title: Chief Financial Officer and Principal Financial Officer
EXHIBIT INDEX
Exhibit 31:
Certificate of Officer of Servicer Pursuant to Section 302(A) of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1:
Annual Statement as to Compliance of the Servicer for the year ended December 31, 2004.
Exhibit 99.2:
Independent Accountants Report of KPMG on Management's Assertions with respect to GE Capital Credit Card Master Note Trust
PART I
PART II
PART III
PART IV
SIGNATURES
EXHIBIT INDEX