-----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, M88dqg95bHyLBII5AvaShvHYxQtP0w5A5fcCglr7t7KOotHS6ETvkY6kYSelu3rX jYoAT5w5+xxfRHqvcdTVUw== 0000930661-97-000730.txt : 19970329 0000930661-97-000730.hdr.sgml : 19970329 ACCESSION NUMBER: 0000930661-97-000730 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JCP RECEIVABLES INC CENTRAL INDEX KEY: 0000833210 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 752231415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17270 FILM NUMBER: 97567347 BUSINESS ADDRESS: STREET 1: 5001 SPRING VALLEY RD CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 2149604611 MAIL ADDRESS: STREET 1: 5001 SPRING VALLEY ROAD CITY: DALLAS STATE: TX ZIP: 75244 10-K405 1 FORM 10-K405 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, 1996 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.) 5001 Spring Valley Rd., Dallas, Texas 75244 - -------------------------------------- ---------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 972-960-4611 ------------ 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 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 stock 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 or the 9.625% Asset Backed Certificates - Series C (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 and Series C. As of December 31, 1996, 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 March 1, 1997, the Exchangeable Certificate represented principal receivables aggregating approximately $1,013,316,314 or 58.12% 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. 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) and 99.1(b) 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, 1996 - Series B. 99.1 (b) Annual Certificateholders' Statement for the year ended December 31, 1996 - Series C. 3 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 1996. ------------------------------------------------------ Form 8-K dated February 15, 1996. Form 8-K dated March 15, 1996. Form 8-K dated April 15, 1996. Form 8-K/A dated April 15, 1996. Form 8-K dated May 15, 1996. Form 8-K/A dated May 15, 1996. Form 8-K dated June 17, 1996. Form 8-K/A dated June 17, 1996. Form 8-K dated July 15, 1996. Form 8-K/A dated July 15, 1996. Form 8-K dated August 15, 1996. Form 8-K dated September 16, 1996. Form 8-K dated October 15, 1996. Form 8-K dated November 15, 1996. Form 8-K dated December 16, 1996. Form 8-K dated January 15, 1997. In each of such filings, Monthly Certificateholders' Statements for Series B and C were reported. 4 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 28, 1997 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 28, 1997 and Financial Officer); Director T. J. Zapletal* - ------------------- T. J. Zapletal Secretary/Treasurer March 28, 1997 (Principal Accounting Officer) R. S. Funk* - ------------------- R. S. Funk Director March 28, 1997 J. J. Occhiogrosso* - ------------------- J. J. Occhiogrosso Director March 28, 1997 M. S. Rich* - ------------------- M. S. Rich Chairman of the Board; March 28, 1997 Director S. A. Saggese* - ------------------- S. A. Saggese Director March 28, 1997 *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, 1996 - Series B 99.1(b) Annual Certificateholders' Statement for the year ended December 31, 1996 - Series C 99.2 Examination Report of Independent Certified Public Accountants on the Monthly Servicer's Certificate 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, 1996 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 21st day of March, 1997. /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/T. J. Zapletal /s/J. J. Occhiogrosso - -------------------------------- --------------------- T. J. Zapletal 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 ANNUAL CERTIFICATEHOLDERS' STATEMENT 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, (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 1996, (January 1, 1996 through December 31, 1996), 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
Page 1 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 B. Information Regarding the Performance of the Trust. -------------------------------------------------- 1. Collection of Principal Receivables ----------------------------------- The aggregate amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of this Series.............. $ 777,545,432 2. Collection of Finance Charge Receivables ---------------------------------------- The aggregate amount of Collections of Finance Charge Receivables processed which were allocated in respect of the Certificates of this Series.............. $ 66,781,323 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 1996 (which reflects the Principal Receivables represented by the JCPR Amount and by the Aggregate Investor Amount)........... $ 1,989,361,565 (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 1996.............................. $ 725,000,000 (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 1996............................. 36.44%
Page 2 (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........ 17.59% 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 1996: Aggregate Account Balance --------- (a) 1 month:............................. $ 68,021,865 (b) 2 months:............................ 26,474,512 (c) 3 months:............................ 18,283,535 (d) 4 months:............................ 14,064,616 (e) 5 months:............................ 8,125,719 (f) 6 or more months:.................... 0 Total: $ 134,970,247 6. Investor Default Amount ----------------------- The aggregate amount of the Investor Default Amount which was allocated in respect of the Certificates of this Series for 1996......................... $ 21,422,175 7. Investor Charge Offs; --------------------- Reimbursement of Charge Offs ---------------------------- (a) The aggregate amount of Invester Charge Offs which was allocated in respect of the Certificates of this Series for 1996............... $ 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 1996.................... $ 0.00
Page 3 (c) The aggregate amount reimbursed to the Trust in 1996 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 1996 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 1996 payable by the Trust to JCPR... $ 4,375,000 10. Available L/C Amount -------------------- The Available L/C Amount as of the close of business on the last day of 1996 specified above for this Series.... $ 42,000,000 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 1996 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)......... 1.0000000
J. C. PENNEY COMPANY, INC., as Servicer By: /s/ M. Rich ------------------ Title : Credit Controller Page 4 EX-99.1(B) 4 ANNUAL CERTIFICATEHOLDERS' STATEMENT 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 supplemented by the Series C Supplement dated as of April 9, 1990, (together with 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 1996, (January 1, 1996 through December 31, 1996), 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
Page 1 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 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.... $ 0.00 2. The total amount on deposit in the Interest Funding Account allocable to Certificate Interest, per $1,000 original Certificate amount.............. $ 0.00 C. Information Regarding the Performance of the Trust. -------------------------------------------------- 1. Collection of Principal Receivables ----------------------------------- The aggregate amount of Collections of Principal Receivables processed which were allocated in respect of the Certificates of this Series.............. $ 833,084,391 2. Collection of Finance Charge Receivables ---------------------------------------- The aggregate amount of Collections of Finance Charge Receivables processed which were allocated in respect of the Certificates of this Series.............. $ 71,551,418 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 1996 (which reflects the Principal Receivables represented by the JCPR Amount and by the Aggregate Investor Amount).......... $ 1,989,361,565 (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 1996............................. $ 725,000,000 (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 1996................................ 36.44% (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....... 18.85%
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 1996:
Aggregate Account Balance ------- (a) 1 month:.......................... $ 68,021,865 (b) 2 months:......................... 26,474,512 (c) 3 months:......................... 18,283,535 (d) 4 months:......................... 14,064,616 (e) 5 months:......................... 8,125,719 (f) 6 or more months:................. 0 Total: $ 134,970,247
6. Investor Default Amount ----------------------- Page 3 The aggregate amount of the Investor Default Amount which was allocated in respect of the Certificates of this Series for 1996......................... $ 22,952,330 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 1996................ $ 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 1996..................... $ 0.00 (c) The aggregate amount reimbursed to the Trust in 1996 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 1996 payable by the Trust to the Servicer............................... $ 2,812,500
Page 4 9. Investor Annual Facility Fee ---------------------------- The aggregate amount of the Investor Monthly Facility Fee for this Series for 1996 payable by the Trust to JCPR ....................................... $ 4,687,500 10. Available L/C Amount -------------------- The Available L/C Amount as of the close of business on the last day of 1996 specified above for this Series................................. $ 45,000,000 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 1996 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)............. 1.0000000
J. C. PENNEY COMPANY, INC., as Servicer By: /s/ M. Rich ------------------- Title: Credit Controller Page 5 EX-99.2 5 INDEPENDENT ACCOUNTANTS' REPORT EXHIBIT 99.2 [LETTERHEAD OF KPMG PEAT MARWICK APPEARS HERE] 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 for Series B and Series C for the months ended January 31, February 29, July 31, August 31, September 30, October 31, November 30, and December 31, 1996, and the accompanying Monthly Servicer's Certificates for JCP Master Credit Card Trust for Series B and Series C, as amended, for the months ended March 31, April 30, May 31, and June 30, 1996. 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, 1996, 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 among JCP Receivables, Inc., as Seller, J. C. Penney Company, Inc., as Servicer, and The Fuji Bank and Trust Company, as Trustee. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Dallas, Texas March 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----