-----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, Oqsn8eSq9qthQcw2Ad+RvmNGgIa0s+sN2ThxMWdpNuDrL7f6v24ckUJJMbGmcIsx ryJMBftooPYFqt6IbHsEeQ== 0000833210-99-000033.txt : 19990402 0000833210-99-000033.hdr.sgml : 19990402 ACCESSION NUMBER: 0000833210-99-000033 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JCP RECEIVABLES INC CENTRAL INDEX KEY: 0000833210 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 752231415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-17270 FILM NUMBER: 99581587 BUSINESS ADDRESS: STREET 1: 6501 LEGACY DRIVE STREET 2: MS 1318 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 9724312082 MAIL ADDRESS: STREET 1: 6501 LEGACY DRIVE STREET 2: MS 1318 CITY: PLANO STATE: TX ZIP: 75024 10-K405 1 1998 ANNUAL REPORT ON FORM 10-K 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, 1998 Commission file number: 0-17270 JCP MASTER CREDIT CARD TRUST ____________________________ (Issuer of the Certificates) JCP RECEIVABLES, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 75-2231415 ______________________________ _________________________ (State of incorporation) (I.R.S. Employer ID No.) 6501 Legacy Drive, MS 1318, Plano, Texas 75024 ________________________________________ ______________ (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 972-431-2082 ____________ Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each Class ___________________ 8.95% Asset Backed Certificates, Series B 9.625% Asset Backed Certificates, Series C 5.50% Class A Asset Backed Certificates, Series E 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 the 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] The registrant has no voting or non-voting common equity held by non- affiliates. DOCUMENTS INCORPORATED BY REFERENCE: None ___________________________________ THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. PART I 1. Business. _________ Not applicable. 2. Properties. ___________ Not applicable. 3. Legal Proceedings. __________________ None. 4. Submission of Matters to a Vote of Security Holders. ____________________________________________________ None. PART II 5. Market for Registrant's Common Equity and Related Stockholder _________________________________________________________________ Matters. ________ There is currently no established public trading market for the 8.95% Asset Backed Certificates - Series B, the 9.625% Asset Backed Certificates - Series C or the 5.50% Class A Asset Backed Certificates - Series E (together, the "Certificates"), issued by JCP Master Credit Card Trust ("Trust"). As of the date hereof, there was one Certificateholder of record for each of Series B, Series C and Series E. As of December 31, 1998, J. C. Penney Company, Inc. ("JCPenney"), which indirectly wholly owns JCP Receivables, Inc. ("JCPR"), had purchased in the open market $430,690,000 of the Certificates. In addition, JCPR holds the Exchangeable Certificate issued by the Trust and evidencing the interest in the Trust not represented by the Certificates. As of February 28, 1999, the Exchangeable Certificate represented principal receivables aggregating approximately $334,632,374 or 22.57% of the principal receivables held by the Trust. 6. Selected Financial Data. ________________________ Not applicable. 7. Management's Discussion and Analysis of Financial Condition and _________________________________________________________________ Results of Operations. ______________________ Not applicable. 7A. Quantitative and Qualitative Disclosures About Market Risk __________________________________________________________ Not applicable. 8. Financial Statements and Supplementary Data. ____________________________________________ Not applicable. 2 9. Changes in and Disagreements with Accountants on Accounting and _______________________________________________________________ Financial Disclosure. ____________________ None. PART III 10. Directors and Executive Officers of the Registrant. ___________________________________________________ Not applicable. 11. Executive Compensation. _______________________ Not applicable. 12. Security Ownership of Certain Beneficial Owners and Management. _______________________________________________________________ (a) Security ownership of certain beneficial owners. ________________________________________________ The registrant has no knowledge as to beneficial ownership of more than 5% of its voting securities held by non- affiliates. (b) Security ownership of management. _________________________________ Not applicable. (c) Changes in control. ___________________ Not applicable. 13. Certain Relationships and Related Transactions. _______________________________________________ None, except that information concerning the compensation paid to JCPR and JCPenney by the Trust is contained in Exhibits 99.1(a), 99.1(b) and 99.1(c) hereto, which is incorporated herein by reference. PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. _________________________________________________________________ (a) The following documents are filed as part of this Report: 3. Exhibits: _________ 24 Power of Attorney 99.1 (a) Annual Certificateholders' Statement for the year ended December 31, 1998 - Series B. 3 99.1 (b) Annual Certificateholders' Statement for the year ended December 31, 1998 - Series C. 99.1 (c) Annual Certificateholders' Statement for the year ended December 31, 1998 - Series E (Class A). 99.2 Examination Report of Independent Certified Public Accountants on the Monthly Servicer's Certificates. The Monthly Servicer's Certificates referred to therein are not attached to the Examination Report but will be made available upon request. (b) Reports on Form 8-K filed with respect to fiscal 1998. ______________________________________________________ Form 8-K dated February 16, 1998. Form 8-K dated March 16, 1998. Form 8-K/A dated March 16, 1998. Form 8-K dated April 15, 1998. Form 8-K/A dated April 15, 1998. Form 8-K dated May 15, 1998. Form 8-K/A dated May 15, 1998. Form 8-K dated June 15, 1998. Form 8-K/A dated June 15, 1998. Form 8-K dated July 15, 1998. Form 8-K/A dated July 15, 1998. Form 8-K dated August 17, 1998. Form 8-K/A dated August 17, 1998. Form 8-K dated September 15, 1998. Form 8-K/A dated September 15, 1998. Form 8-K dated October 15, 1998. Form 8-K/A dated October 15, 1998. Form 8-K dated November 16, 1998. 4 Form 8-K/A dated November 16, 1998. Form 8-K dated December 15, 1998. Form 8-K/A dated December 15, 1998. Form 8-K dated January 15, 1999. Form 8-K/A dated January 15, 1999. In each of such filings, other than the filings dated December 15, 1998 and January 15, 1999, Monthly Certificateholders' Statements for Series B and C were reported. On November 19, 1998, the Trust issued Series E. In the filings dated December 15, 1998 and January 15, 1999, Monthly Certificateholders' Statements for Series B, C, and E were reported. 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. JCP RECEIVABLES, INC., on behalf of JCP Master Credit Card Trust, Dated: March 31, 1999 By /S/ Catherine A. Walther _____________________________ Catherine A. Walther President 5 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. Signature Title Date _________ _____ ____ /S/ C. A. Walther ____________________ C. A. Walther President (Principal Executive March 31, 1999 and Financial Officer); Director A. Williams* ___________________ A. Williams Secretary/Treasurer March 31, 1999 (Principal Accounting Officer) R. S. Funk* ___________________ R. S. Funk Director March 31, 1999 J. J. Occhiogrosso* ___________________ J. J. Occhiogrosso Director March 31, 1999 M. S. Rich* Chairman of the Board; March 31, 1999 ___________________ M. S. Rich Director S. A. Saggese* ___________________ S. A. Saggese Director March 31, 1999 *By /S/ C. A. Walther _____________________ C. A. Walther Attorney-in-Fact 6 EXHIBIT INDEX Exhibit No. Exhibit _______ _______ 24 Power of Attorney 99.1(a) Annual Certificateholders' Statement for the year ended December 31, 1998 - Series B 99.1(b) Annual Certificateholders' Statement for the year ended December 31, 1998 - Series C 99.1(c) Annual Certificateholders' Statement for the year ended December 31, 1998 - Series E (Class A) 99.2 Examination Report of Independent Certified Public Accountants on the Monthly Servicer's Certificates 7 EX-24 2 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY _________________ KNOW ALL MEN BY THESE PRESENTS, THAT each of the undersigned directors and officers of JCP RECEIVABLES, INC., a Delaware corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 hereby constitutes and appoints M. S. Rich and C.A. Walther, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act without the other, for him or her and in his or her name, place, and stead, in any and all capacities, to sign said Annual Report, which is about to be filed, and any and all subsequent amendments to said Annual Report and to file said Annual Report and each subsequent amendment so signed, with all exhibits thereto, and any and all documents in connection therewith, and to appear before the Securities and Exchange Commission in connection with any matter relating to said Annual Report and any subsequent amendments, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the 26th day of March, 1999. /S/C. A. Walther /S/M. S. Rich _______________________________ _______________________ C. A. Walther M. S. Rich President (Principal Executive Chairman of the Board; Director and Financial Officer); Director /S/A. Williams /S/J. J. Occhiogrosso _______________________________ _______________________ A. Williams J. J. Occhiogrosso Secretary/Treasurer (Principal Director Accounting Officer) /S/R. S. Funk /S/S. A. Saggese _______________________________ _______________________ R. S. Funk S. A. Saggese Director Director EX-99.1(A) 3 EXHIBIT 99.1(A) - SERIES B EXHIBIT 99.1(A) ANNUAL CERTIFICATEHOLDERS' STATEMENT J. C. PENNEY COMPANY, INC. _______________________________________ JCP MASTER CREDIT CARD TRUST _______________________________________ 8.95% ASSET BACKED CERTIFICATES SERIES B CUSIP NO. 466115AB8 Under Section 5.2 of the Master Pooling and Servicing Agreement dated as of September 5, 1988, as amended by Amendment No. 1 dated as of October 15, 1997 (as amended, the "Pooling and Servicing Agreement"), by and between JCP Receivables, Inc., J. C. Penney Company, Inc. ("JCPenney"), as Servicer and The Fuji Bank and Trust Company (the "Trustee"), JCPenney is required to prepare certain information for each Series in aggregate for the year regarding current distributions to Certificateholders of such Series and the performance of the JCP Master Credit Card Trust (the "Trust") during the year of 1998. The information which is required to be prepared with respect to the performance of the Trust during the year of 1998, (January 1, 1998 through December 31, 1998) is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate of this Series (a "Certificate"). Certain other information is presented based on the aggregate amounts for the Trust as a whole. Capitalized terms used in this Certificate have their respective meanings set forth in the Pooling and Servicing Agreement. A. Information Regarding the Aggregate Annual Distributions ________________________________________________________ (Stated on the Basis of $1,000 Original Certificate Principal _____________________________________________________________ Amount) for this Series. _________________________ 1. The total amount of the distribution to Certificateholders per $1,000 original Certificate Principal amount............ $ 89.52 2. The amount of the distribution set forth in paragraph 1 above allocable to Certificate Principal, per $1,000 original Certificate Principal amount..... $ 0.00 3. The amount of the distribution set forth in paragraph 1 above allocable to Certificate Interest, per $1,000 original Certificate Principal amount..... $ 89.52 Page 1 B. Information Regarding the Performance of the Trust. ___________________________________________________ 1. Collection of Principal Receivables ___________________________________ (a) The aggregate amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of this Series......... $ 747,318,684 (b) The Discounted Percentage in Respect of the Collections of Principal Receivables set forth in paragraph 1.(a) above......................... 0.50% (c) The net amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of this Series......... $ 746,987,730 2. Collection of Finance Charge Receivables ________________________________________ (a) The aggregate amount of Collections of Finance Charge Receivables processed which were allocated in respect of the Certificates of this Series..................... $ 72,531,278 (b) The aggregate amount of Discount Option Receivable Collections which were allocated in respect of the Certificates of this Series......... $ 330,954 (c) The portion of Collections of Finance Charge Receivables set forth in paragraph 2.(a) above which were allocated in respect of the Certificates of other Series........ $ 0.00 (d) The net amount of Collections of Finance Charge Receivables which were allocated in respect of the Certificates of this Series......... $ 72,862,232 3. Net Recoveries ______________ The aggregate amount of Net Recoveries which were allocated in respect of the Certificates of this Series............... $ 0.00 Page 2 4. Principal Receivables in the Trust __________________________________ (a) The aggregate amount of Principal Receivables in the Trust as of the end of the day on the last day of 1998 (which reflects the Principal Receivables represented by the JCPR Amount and by the Aggregate Investor Amount)........... $ 1,736,017,779 (b) The amount of Principal Receivables in the Trust represented by the Aggregate Investor Amount as of the end of the day on the last day of 1998 ....................... $ 1,142,682,926 (c) The Aggregate Investor Amount set forth in paragraph 4(b) above as a percentage of the aggregate amount of Principal Receivables set forth in paragraph 4(a) above as of the end of the day on the last day of 1998... 65.82% (d) The Aggregate Investor Amount for this Series as a percentage of the aggregate amount of Principal Receivables in the Trust as set forth in paragraph 4(a) above....... 20.16% 5. Delinquent Balances ___________________ The aggregate amount of outstanding balances in the Accounts in the Trust which were delinquent as of the end of the day on the last day of 1998: Aggregate Account Balance _______ (a) 1 month:............................ $ 49,468,450 (b) 2 months:........................... 20,643,735 (c) 3 months:........................... 14,926,527 (d) 4 months:........................... 11,856,475 (e) 5 months:........................... 341 (f) 6 or more months:................... 0 Total: $ 96,895,528 6. Investor Default Amount _______________________ The aggregate amount of the Investor Default Amount which was allocated in respect of the Certificates of this Series for 1998........................... $ 26,311,594 Page 3 7. Investor Charge Offs; _____________________ Reimbursement of Charge Offs ____________________________ (a) The aggregate amount of Investor Charge Offs which was allocated in respect of the Certificates of this Series for 1998................ $ 0.00 (b) The amount of the Investor Charge Offs set forth in paragraph 7(a) above, per $1,000 original Certificate Principal amount (which will have the effect of reducing pro rata, the amount of ________ each Certificateholder's investment) allocated to this Series for 1998..................... $ 0.00 (c) The aggregate amount reimbursed to the Trust in 1998 from drawings under the Letter of Credit in respect of Investor Charge Offs in prior months........................ $ 0.00 (d) The amount set forth in paragraph 7(c) above, per $1,000 original Certificate Principal amount (which will have the effect of increasing, pro rata, the amount ________ of each Certificateholder's investment) allocated to this Series.............................. $ 0.00 8. Investor Annual Servicing Fee _____________________________ The aggregate amount of the Investor Monthly Servicing Fee for this Series for 1998 payable by the Trust to the Servicer................................. $ 2,625,000 9. Investor Annual Facility Fee ____________________________ The aggregate amount of the Investor Monthly Facility Fee for this Series for 1998 payable by the Trust to JCPR........ $ 4,374,996 10. Available L/C Amount ____________________ The Available L/C Amount as of the close of business on the last day of 1998 specified above for this Series...... $ 42,000,000 Page 4 C. The Pool Factor. ________________ The Pool Factor (which represents the ratio of the Adjusted Investor Amount for this Series as of the end of the last day of 1998 to the applicable Initial Investor Amount). (The amount of a Certificateholder's pro rata share of the ________ Investor Amount can be determined by multiplying the original denomination of the Holder's Certificate by the Pool Factor)..................................... 1.000000 J. C. PENNEY COMPANY, INC., as Servicer By: /s/ M. Rich _______________________ Title: Credit Controller Page 5 EX-99.1(B) 4 EXHIBIT 99.1(B) - SERIES C EXHIBIT 99.1(B) ANNUAL CERTIFICATEHOLDERS' STATEMENT J. C. PENNEY COMPANY, INC. _______________________________________ JCP MASTER CREDIT CARD TRUST _______________________________________ 9.625% ASSET BACKED CERTIFICATES SERIES C CUSIP NO. 466115AC6 Under Section 5.2 of the Master Pooling and Servicing Agreement dated as of September 5, 1988, as amended by Amendment No. 1 dated October 15, 1997, and as supplemented by the Series C Supplement dated as of April 9, 1990, as amended by Amendment No. 1 dated October 15, 1997, (as amended and supplemented, the "Pooling and Servicing Agreement") by and between JCP Receivables, Inc., J. C. Penney Company, Inc. ("JCPenney"), as Servicer and The Fuji Bank and Trust Company (the "Trustee"), JCPenney is required to prepare certain information for each Series in aggregate for the year regarding current distributions to Certificateholders of such Series and the performance of the JCP Master Credit Card Trust (the "Trust") during the previous year. The information which is required to be prepared with respect to the performance of the Trust during the year of 1998, (January 1, 1998 through December 31, 1998) is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate of this Series (a "Certificate"). Certain other information is presented based on the aggregate amounts for the Trust as a whole. Capitalized terms used in this Certificate have their respective meanings set forth in the Pooling and Servicing Agreement. A. Information Regarding the Aggregate Annual Distributions ________________________________________________________ (Stated on the Basis of $1,000 Original Certificate Principal _____________________________________________________________ Amount) for this Series. ________________________ 1. The total amount of the distribution to Certificateholders per $1,000 original Certificate Principal amount.............. $ 96.26 2. The amount of the distribution set forth in paragraph 1 above allocable to Certificate Principal, per $1,000 original Certificate Principal amount.................................... $ 0.00 3. The amount of the distribution set forth in paragraph 1 above allocable to Certificate Interest, per $1,000 original Certificate Principal amount.................................... $ 96.26 Page 1 B. Information Regarding the Funding Accounts (Stated __________________________________________________ on the Basis of $1,000 Original Certificate ___________________________________________ Principal Amount) for this Series. __________________________________ 1. The total amount on deposit in the Principal Funding Account allocable to Certificate Principal per $1,000 original Certificate Principal amount..... $ 1,000.00 2. The total amount on deposit in the Interest Funding Account allocable to Certificate Interest, per $1,000 original Certificate amount............... $ 0.86 C. Information Regarding the Performance of the Trust. ___________________________________________________ 1. Collection of Principal Receivables ___________________________________ (a) The aggregate amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of this Series......... $ 331,021,976 (b) The Discounted Percentage in respect of the Collections of Principal Receivables set forth in paragraph 1.(a) above......................... 0.50% (c) The net amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of this Series......... $ 330,667,383 2. Collection of Finance Charge Receivables ________________________________________ (a) The aggregate amount of Collections of Finance Charge Receivables processed which were allocated in respect of the Certificates of this Series..................... $ 31,769,877 (b) The aggregate amount of Discount Option Receivable Collections which were allocated in respect of the Certificates of this Series......... $ 354,594 Page 2 (c) The aggregate amount of Collections of Finance Charge Receivables processed in respect of the Certificates of other Series which were allocated in respect of the Certificates of this Series........ $ 0.00 (d) The net amount of Collections of Finance Charge Receivables which were allocated in respect of the Certificates of this Series......... $ 32,124,471 3. Net Recoveries ______________ The aggregate amount of Net Recoveries which were allocated in respect of the Certificates of this Series............... $ 0.00 4. Principal Receivables in the Trust __________________________________ (a) The aggregate amount of Principal Receivables in the Trust as of the end of the day on the last day of 1998 (which reflects the Principal Receivables represented by the JCPR Amount and by the Aggregate Investor Amount).......... $ 1,736,017,779 (b) The amount of Principal Receivables in the Trust represented by the Aggregate Investor Amount as of the end of the day on the last day of 1998............................. $ 1,142,682,926 (c) The Aggregate Investor Amount set forth in paragraph 4(b) above as a percentage of the aggregate amount of Principal Receivables set forth in paragraph 4(a) above as of the end of the day on the last day of 1998............................ 65.82% (d) The Aggregate Investor Amount for this Series as a percentage of the aggregate amount of Principal Receivables in the Trust as set forth in paragraph 4(a) above as of the end of the day on the last day of 1998............................. 0.00% Page 3 5. Delinquent Balances ___________________ The aggregate amount of outstanding balances in the Accounts in the Trust which were delinquent as of the end of the day on the last day of 1998: Aggregate Account Balance _______ (a) 1 month:............................ $ 49,468,450 (b) 2 months:........................... 20,643,735 (c) 3 months:........................... 14,926,527 (d) 4 months:........................... 11,856,475 (e) 5 months:........................... 341 (f) 6 or more months:................... 0 Total: $ 96,895,528 6. Investor Default Amount _______________________ The aggregate amount of the Investor Default Amount which was allocated in respect of the Certificates of this Series for 1998........................... $ 11,733,248 7. Investor Charge Offs; _____________________ Reimbursement of Charge Offs ____________________________ (a) The aggregate amount of Investor Charge Offs which was allocated in respect of the Certificates of this Series for 1998................ $ 0.00 (b) The amount of the Investor Charge Offs set forth in paragraph 7(a) above, per $1,000 original Certificate Principal amount (which will have the effect of reducing pro rata, the amount of ________ each Certificateholder's investment) allocated to this Series for 1998..................... $ 0.00 (c) The aggregate amount reimbursed to the Trust in 1998 from drawings under the Letter of Credit in respect of Investor Charge Offs in prior months......... $ 0.00 Page 4 (d) The amount set forth in paragraph 7(c) above, per $1,000 original Certificate Principal amount (which will have the effect of increasing, pro rata, the amount ________ of each Certificateholder's investment) allocated to this Series.............................. $ 0.00 8. Investor Annual Servicing Fee ______________________________ The aggregate amount of the Investor Monthly Servicing Fee for this Series for 1998 payable by the Trust to the Servicer ......................................... $ 1,165,276 9. Investor Annual Facility Fee _____________________________ The aggregate amount of the Investor Monthly Facility Fee for this Series for the 1998 payable by the Trust to JCPR........ $ 1,942,122 10. Available L/C Amount ____________________ The Available L/C Amount as of the close of business on the last day of 1998 for this Series..................... $ 18,750,000 D. The Pool Factor. ________________ The Pool Factor (which represents the ratio of the Adjusted Investor Amount for this Series as of the end of the last day of 1998 to the applicable Initial Investor Amount). (The amount of a Certificateholder's pro rata share of the Investor Amount ________ can be determined by multiplying the original denomination of the Holder's Certificate by the Pool Factor)........... 0.0000000 J. C. PENNEY COMPANY, INC., as Servicer By: /s/ M. Rich _______________________ Title: Credit Controller Page 5 EX-99.1(C) 5 EXHIBIT 99.1(C) - SERIES E EXHIBIT 99.1(C) ANNUAL CERTIFICATEHOLDERS' STATEMENT J. C. PENNEY COMPANY, INC. _______________________________________ JCP MASTER CREDIT CARD TRUST _______________________________________ 5.50% ASSET BACKED CERTIFICATES SERIES E (Class A) CUSIP NO. 466115AE2 Under Section 5.2 of the Master Pooling and Servicing Agreement dated as of September 5, 1988, as amended by Amendment No. 1 dated as of October 15, 1997 (as amended, the "Pooling and Servicing Agreement"), by and between JCP Receivables, Inc., J. C. Penney Company, Inc. ("JCPenney"), as Servicer and The Fuji Bank and Trust Company (the "Trustee"), JCPenney is required to prepare certain information for each Series in aggregate for the year regarding current distributions to Certificateholders of such Series and the performance of the JCP Master Credit Card Trust (the "Trust") during the year of 1998. The information which is required to be prepared with respect to the performance of the Trust during the year of 1998,(January 1, 1998 through December 31, 1998), is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate of Class A of this Series (a "Certificate"). Certain other information is presented based on the aggregate amounts for the Trust as a whole. Capitalized terms used in this Certificate have their respective meanings set forth in the Pooling and Servicing Agreement. A. Information Regarding the Aggregate Annual Distribution ______________________________________________________ (Stated on the Basis of $1,000 Original Certificate ____________________________________________________ Principal Amount) for Class A of this Series. _____________________________________________ 1. The total amount of the distribution to Certificateholders per $1,000 original Certificate Principal amount.............. $ 7.64 2. The amount of the distribution set forth in paragraph 1 above allocable to Certificate Principal, per $1,000 original Certificate Principal amount..... $ 0.00 3. The amount of the distribution set forth in paragraph 1 above allocable to Certificate Interest, per $1,000 original Certificate Principal amount..... $ 7.64 Page 1 B. Information Regarding the Performance of the Trust. ___________________________________________________ 1. Collection of Principal Receivables ___________________________________ (a) The aggregate amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of Class A of this Series............................... $ 240,064,648 (b) The Discounted Percentage in Respect of the Collections of Principal Receivables set forth in paragraph 1.(a) above.......................... 0.00% (c) The net amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of Class A of this Series............................... $ 240,064,648 2. Collection of Finance Charge Receivables ________________________________________ (a) The aggregate amount of Collections of Finance Charge Receivables processed which were allocated in respect of the Certificates of Class A of this Series............... $ 22,490,469 (b) The aggregate amount of Discount Option Receivable Collections which were allocated in respect of the Certificates of Class A of this Series.......................... $ 0.00 (c) The portion of Collections of Finance Charge Receivables set forth in paragraph 2.(a) above which were allocated in respect of the Certificates of other Series......... $ 0.00 (d) The net amount of Collections of Finance Charge Receivables which were allocated in respect of the Certificates of Class A of this Series............................... $ 22,490,469 Page 2 3. Net Recoveries ______________ The aggregate amount of Net Recoveries which were allocated in respect of the Certificates of Class A of this Series.... $ 0.00 4. Principal Receivables in the Trust __________________________________ (a) The aggregate amount of Principal Receivables in the Trust as of the end of the day on the last day of 1998 (which reflects the Principal Receivables represented by the JCPR Amount and by the Aggregate Investor Amount)........... $ 1,736,017,779 (b) The amount of Principal Receivables in the Trust represented by the Aggregate Investor Amount as of the end of the day on the last day of 1998............................. $ 1,142,682,926 (c) The Aggregate Investor Amount set forth in paragraph 4(b) above as a percentage of the aggregate amount of Principal Receivables set forth in paragraph 4(a) above as of the end of the day on the last day of 1998............................. 65.82% (d) The Aggregate Investor Amount for Class A of this Series as a percentage of the aggregate amount of Principal Receivables in the Trust as set forth in paragraph 4(a) above as of the end of the day on the last day of 1998............................. 37.44% 5. Delinquent Balances ___________________ The aggregate amount of outstanding balances in the Accounts in the Trust which were delinquent as of the end of the day on the last day of 1998: Page 3 Aggregate Account Balance _______ (a) 1 month:.......................... $ 49,468,450 (b) 2 months:......................... 20,643,735 (c) 3 months:......................... 14,926,527 (d) 4 months:......................... 11,856,475 (e) 5 months:......................... 341 (f) 6 or more months:................. 0 Total: $ 96,895,528 6. Investor Default Amount _______________________ The aggregate amount of the Investor Default Amount which was allocated in respect of the Certificates of Class A of this Series for 1998...................... $ 7,251,498 7. Investor Charge Offs; _____________________ Reimbursement of Charge Offs ____________________________ (a) The aggregate amount of Investor Charge Offs which was allocated in respect of the Certificates of Class A of this Series for 1998...... $ 0.00 (b) The amount of the Investor Charge Offs set forth in paragraph 7(a) above, per $1,000 original Certificate Principal amount (which will have the effect of reducing pro rata, the amount of ________ each Certificateholder's investment) allocated to Class A of this Series for 1998...................... $ 0.00 (c) The aggregate amount reimbursed to the Trust in 1998 from drawings under the Letter of Credit in respect of Investor Charge Offs in prior months........................ $ 0.00 (d) The amount set forth in paragraph 7(c) above, per $1,000 original Certificate Principal amount (which will have the effect of increasing, pro rata, the amount ________ of each Certificateholder's investment) allocated to Class A of this Series....................... $ 0.00 Page 4 8. Investor Annual Servicing Fee ______________________________ The aggregate amount of the Investor Monthly Servicing Fee for Class A of this Series for 1998 payable by the Trust to the Servicer.................................. $ 1,300,000 9. Investor Annual Facility Fee _____________________________ The amount of the Investor Monthly Facility Fee for Class A of this Series for 1998 payable by the Trust to JCPR.... $ 0 10. Available L/C Amount ____________________ The Available L/C Amount as of the close of business on the last day of 1998 specified above for Class A of this Series................................... $ 0 C. The Pool Factor. ________________ The Pool Factor (which represents the ratio of the Adjusted Investor Amount for Class A of this Series as of the end of the last day of 1998 to the applicable Initial Investor Amount). (The amount of a Certificateholder's pro rata share of the Investor Amount ________ can be determined by multiplying the original denomination of the Holder's Certificate by the Pool Factor)........... 1.000000 J. C. PENNEY COMPANY, INC., as Servicer By: /s/ M. Rich _______________________ Title: Credit Controller Page 5 EX-99.2 6 ACCOUNTANT'S EXAMINATION REPORT Independent Accountants' Report _______________________________ The Fuji Bank and Trust Company, Trustee JCP Master Credit Card Trust: We have examined the accompanying Monthly Servicer's Certificates for JCP Master Credit Card Trust ("Trust") for Series B and Series C for each of the months in the twelve month period ended December 31, 1998, and the Monthly Servicer's Certificates for the Trust for Series E for the months ended November 30 and December 31, 1998. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included such procedures as we considered necessary in the circumstances. In our opinion, the Monthly Servicer's Certificates referred to above present, in all material respects, the servicing information for JCP Master Credit Card Trust for Series B and Series C for each of the months in the twelve month period ended December 31, 1998, and the servicing information for JCP Master Credit Card Trust for Series E for the months ended November 30 and December 31, 1998, in conformity with the terms and conditions as set forth in Subsection 3.4(c) of the Master Pooling and Servicing Agreement dated as of September 5, 1988, and amended as of October 15, 1997, among JCP Receivables, Inc., as Seller, J. C. Penney Company, Inc., as Servicer, and The Fuji Bank and Trust Company, as Trustee. /s/ KPMG LLP KPMG LLP Dallas, Texas March 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----