-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5vTLVu80x/tRBNUoqNonOt8rcoYGKdBIb8ejUCfEVmp7k4ebE/xOwshAPVY5vxI jd06qo19Nkz51QEb4psVcA== 0000048681-99-000061.txt : 19990330 0000048681-99-000061.hdr.sgml : 19990330 ACCESSION NUMBER: 0000048681-99-000061 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSEHOLD CREDIT CARD MASTER TRUST I CENTRAL INDEX KEY: 0001001329 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-97296-01 FILM NUMBER: 99575595 BUSINESS ADDRESS: STREET 1: 2700 SANDERS RD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 BUSINESS PHONE: 8475645000 MAIL ADDRESS: STREET 1: 1111 TOWN CENTER DR CITY: LAS VEGAS STATE: NV ZIP: 89134 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 1998 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 No. 33-97296 HOUSEHOLD CREDIT CARD MASTER TRUST I (Exact name of Registrant as specified in Department of the Treasury, Internal Revenue Service Form SS-4) HOUSEHOLD FINANCE CORPORATION (Servicer of the Trust) (Exact name as specified in Servicer's charter) DELAWARE 36-3670374 (State or other jurisdiction of (I.R.S. Employer incorporation of Servicer) Identification Number of Registrant) 2700 SANDERS ROAD, PROSPECT HEIGHTS, ILLINOIS 60070 (Address of principal executive offices of (Zip Code) Servicer) Servicer's telephone number, including area code (847) 564-5000 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 _____ The aggregate principal amount of the Certificates held by non- affiliates of the Servicer as of December 31, 1998 was approximately $1.9 billion. INTRODUCTORY NOTE Household Card Funding Corporation (the "Transferor") is the transferor under a Pooling and Servicing Agreement (the "Agreement") dated as of December 1, 1995, by and among the Transferor, Household Finance Corporation, as Servicer (the "Servicer") and The Bank of New York, as trustee (the "Trustee"), as supplemented by the Series Supplements, providing for the issuance of Credit Card Participation Certificates (the "Certificates"), and is the originator of the trust called the Household Credit Card Master Trust I (the "Registrant" or the "Trust"). Each Certificate represents an undivided interest in the Trust. The Series 1995-1 Supplement dated as of December 1, 1995, (the "Series 1995-1 Supplement") among the Transferor, the Servicer and the Trustee created a Series of Investor Certificates designated as Household Credit Cared Master Trust, Series 1995- 1;consisting of two classes; a senior class designated as Floating Rate Class A Credit Card Participation Certificates, Series 1995-1 and a subordinated class designated as Floating Rate Class B Credit Card Participation Certificates, Series 1995-1. In additional, there is a Seller Certificate outstanding representing an undivided interest in the Trust that is not otherwise represented by the Series 1995-1 Investor Certificates. The Registrant has prepared this Form 10-K in reliance upon various no-action letters issued by the Securities and Exchange Commission (the "Commission") to other trusts which are substantially similar to the Trust. Items designated herein as "Not Applicable" have been omitted as a result of this reliance. PART I Item 1. Business. Not Applicable. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. The Servicer is not aware of any material pending legal proceedings involving either the Registrant, the Trustee, the Seller or the Servicer with respect to the Certificates or the Registrant's property. Item 4. Submission of Matters to a Vote of Security Holders. No vote or consent of the holders of the Certificates (the "Certificateholders") was solicited for any purpose during the year ended December 31, 1998. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. To the best knowledge of the Servicer, there is no established public trading market for the Certificates. As of February 3, 1999, there were 5 Class A Certificateholders and 8 Class B Certificateholders, some of whom may be holding Certificates for the accounts of others. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 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. PART III Item 10. Directors and Executive Officers of the Registrant. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. The following table sets forth (i) the name and address of each entity owning more than 5% of the outstanding principal amount of the Class A or the Class B Certificates; (ii) the principal amount of Certificates owned by each and (iii) the percent that the principal amount of Certificates owned represents of the outstanding principal amount of the Class A or the Class B Certificates. The information set forth in the table is based upon information obtained by the Servicer from the Trustee and from The Depository Trust Company as of February 3, 1999. The Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Certificates. Amount Owned All dollar amounts are in thousands Name and Address Principal Percent Class A Certificateholders Bank of New York $1,397,000 82.17 925 Patterson Plank Road Secaucus, NJ 07094 Chase Manhattan Bank, N.A. $ 300,000 17.65 4 New York Plaza - 13th Floor New York, NY 10004 Amount Owned All dollar amounts are in thousands Name and Address Principal Percent Class B Certificateholders Bankers Trust Company $ 26,175 12.21 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Bankers Trust Co./Investment A/C $ 15,000 7.00 16 Wall Street - 5th Floor New York, Ny 10005 Chase Manhattan Bank $ 58,286 27.20 4 New York Plaza - 13th Floor New York, NY 10004 NBD Bank $ 25,000 11.67 Municipal Bond Department 611 Woodward Avenue Detroit, MI 48226 Swiss American Securities, Inc. $ 72,000 33.60 100 Wall Street New York, NY 10005 Item 13. Certain Relationships and Related Transactions. None or Not Applicable. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) List the following documents filed as a part of the report: (1) Financial Statements Not Applicable. (2) Financial Statement Schedules Not Applicable. (3) The Servicer is obligated to prepare an Annual Statement to Certificateholders for the year 1998, and Independent Public Accountants are required to prepare an Annual Servicing Report pertaining to the compliance of the Servicer with its servicing obligations pursuant to the Agreement. Copies of said documents are or will be filed as exhibits to this Form 10-k when they are available. (b) The Registrant filed the following current reports on Form 8-K for the fourth quarter of 1998: Date of Reports Items Covered October 15, 1998 Item 7 -- Statement to November 16, 1998 Certificateholders with respect December 15, 1998 to distributions made on October 15, 1998, November 16, 1998 and December 15, 1998. (c) (1) Exhibit 99. Copy of Annual Statement to Certificateholders for the year 1998. (2) Exhibit 99.1. Copy of Annual Servicing Report for the year 1998. (d) Not Applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Servicer has duly caused this report to be signed on behalf of the Household Credit Card Trust 1995-1 by the undersigned, thereunto duly authorized. HOUSEHOLD FINANCE CORPORATION, as Servicer of and on behalf of the HOUSEHOLD CREDIT CARD TRUST 1995-1 (Registrant) Date: February 25, 1999 By:/s/ John W. Blenke John W. Blenke Assistant Secretary U:\WP\HFS088\95-10K\CC95-1 Exhibit Index Exhibit No. Exhibit Page No. 99 Copy of Annual Statement to Certificateholders for the year ended December 31, 1998. 99.1 Copy of Annual Servicing Report for the year ended December 31, 1998 EX-99 2 ANNUAL SERVICING REPORT Household Finance Corporation HFC Card Funding Corporation Household Credit Card Master Trust, Series 1995-1 Original Class A Principal Number of Class A Bonds (000's) Original Class B Principal Number of Class B Bonds (000's) Distribution Date 12/15/98 Total CLASS A Beginning Class A Principal 700,000,000.00 Outstanding Beginning Class A Pool Factor 0.46666667 Class A Certificates Exchanged 0.00 800,000,000.00 Class A Principal Distributions 0.00 0.00 Class A Principal Payment Factor 0.00000000 0.00 (per 1,000 Bond) Ending Class A Principal 700,000,000.00 700,000,000.00 Outstanding Ending Class A Pool Factor 0.46666667 0.46666667 Class A Interest 3,071,959.53 84,544,112.44 Class A Interest Payment Factor 2.04797302 56.36274163 (per 1,000 Bond) CLASS B Beginning Class B Principal 214,286,000.00 Outstanding Beginning Class B Pool Factor 1.00000000 Class B Principal Distributions 0.00 0.00 Class B Principal Payment Factor 0.00000000 0.00000000 (per 1,000 Bond) Ending Class B Principal 214,286,000.00 214,286,000.00 Outstanding Ending Class B Pool Factor 1.00000000 1.00000000 Class B Interest 971,468.50 12,970,363.48 Class B Interest Payment Factor 4.533513611 60.53 (per 1,000 Bond) EX-99.1 3 ANNUAL COMPLIANCE REPORT Independent Accountants' Report on Applying Agreed-Upon Procedures To Household Finance Corporation: We have performed procedures enumerated below in items A. and B. in conjunction with Section 3.06 of the Pooling and Servicing Agreement, dated December 1, 1995, as supplemented (the "Agreement"). A.We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements of Household Finance Corporation (the "Servicer") and subsidiaries as of December 31, 1998, and have issued our report thereon dated January 20, 1999. We have not audited any financial statements of the Servicer as of any date or for any period subsequent to December 31, 1998, or performed any audit procedures subsequent to the date of our report on those statements. In connection with our audit, nothing came to our attention that caused us to believe that the Servicer was not in compliance with any of the terms, covenants, provisions, or conditions in Sections 3.01, 3.02, 3.04, 3.09, 3.10, 4.02, 4.03, 4.04, and 8.08 (to the extent such sections are applicable to Household Finance Corporation as Servicer) of the Agreement, or Sections 3, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, and 4.17 (to the extent such sections are applicable to Household Finance Corporation as Servicer) of the Series 1995-1, Series 1996-A, and Series 1996-B Supplements, in conjunction with the servicing of consumer revolving credit card receivables owned by the Household Credit Card Master Trust I insofar as they relate to accounting matters. It should be noted, however, that our audit was not directed primarily toward obtaining knowledge of such noncompliance. As a part of our audit, we obtained an understanding of the Servicer's internal control structure over the Servicer's entire consumer revolving credit card portfolio, including those loans serviced under the Agreement, and the related Supplements, to the extent considered necessary in order to assess control risk as required by generally accepted auditing standards. The purpose of our consideration of the internal control structure, which includes the accounting systems, was to determine the nature, timing, and extent of the auditing procedures necessary for expressing an opinion on the financial statements. Such audit procedures, however, were not performed in order to express a separate opinion on the Household Credit Card Master Trust I. Our audit disclosed no exceptions or errors in records relating to credit card receivables serviced by the Servicer that, in our opinion, Section 3.06 of the Agreement required us to report. B. We have performed the procedure described in the following paragraph, which was agreed to by the management of the Servicer, the Bank of New York as Trustee, and the Credit Enhancement Provider (together, the "Specified Users"), with respect to Section 3.06 of the Agreement, in conjunction with the servicing of consumer revolving credit card receivables owned by the Household Credit Card Master Trust I. This agreed-upon procedure was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedure is solely the responsibility of the Specified Users of the report. Consequently, we make no representation regarding the sufficiency of the procedure described below either for the purpose for which this report has been requested or for any other purpose. The procedure and associated findings are as follows: From the Monthly Servicer's Certificates prepared by the Servicer between January, 1998 and December, 1998, we selected the following months and performed the following procedure: We have compared the mathematical calculation of each amount set forth in the Monthly Servicer's Certificates to the Servicer's accounting records for the months of May, 1998, and July 1998, for Series 1995-1, Series 1996-A, and for the month of July, 1998, for Series 1996-B and found them to be in agreement. Our comparisons were based on records provided to us by the Servicer and the methodology set forth in the Agreement. With respect to the procedure performed in item B. above, we were not engaged to, and did not, perform an audit, the objective of which would be the expression of an opinion on the Monthly Servicer's Certificates described above. Accordingly, we do not express such an opinion. Had we been engaged to perform additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Specified Users and should not be used for any other purpose. ARTHUR ANDERSEN LLP Chicago, Illinois March 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----