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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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Form 10-K |
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ANNUAL REPORT PURSUANT TO SECTION 13 OF THE |
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SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended January 29, 2005 |
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Commission file number 0-21118 |
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PRIME RECEIVABLES CORPORATION |
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(Originator of Prime Credit Card Master Trust) |
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(Exact name of registrant as specified in its charter) |
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Delaware |
31-1359594 |
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(State of Incorporation) |
(I.R.S. Employer Identification No.) |
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7 West Seventh Street, Cincinnati, Ohio |
45202 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code: 513-579-7580 |
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Securities registered pursuant to Section 12(b) of the Act: None |
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Securities registered pursuant to Section 12(g) of the Act: None |
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The registrant 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 and has been subject to such filing requirements for the past 90 days. |
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Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not required. |
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PART I |
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Item 2 . |
Properties |
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Exhibit 99.1 to this Report sets forth certain information relating to the fiscal year ended January 29, 2005 ("Fiscal Year 2004") of Prime Credit Card Master Trust (the "Trust"). Such information, which was derived from monthly settlement statements relating to such period which were delivered to JPMorgan Chase Bank, successor in interest to The Chase Manhattan Bank ("Chase Bank"), as Trustee, pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of December 15, 1992, among Prime Receivables Corporation (the "Company"), Federated Department Stores, Inc. ("Federated"), as Servicer (which has been succeeded in such capacity by FDS Bank, successor in interest to FDS National Bank, ("FDS")), and Chase Bank, as Trustee, as supplemented and amended (the "Pooling and Servicing Agreement"), is incorporated herein by this reference. |
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Each month the Company files a Current Report on Form 8-K which includes, as an exhibit, a copy of the settlement statement relating to the preceding monthly period required under the Pooling and Servicing Agreement to be delivered to the Trustee. |
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Item 3. |
Legal Proceedings |
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Federated and its subsidiaries, including FDS, are involved in various proceedings that are incidental to the normal course of their businesses. The Company does not expect that any of such proceedings will have a material adverse effect on the credit card receivables held by the Trust. |
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Item 4 . |
Submission of Matters to a Vote of Security Holders |
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None. |
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Item 5 . |
Market for Registrant's Common Equity, Related Stockholder Matters |
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As of March 31, 2005, the following certificates representing undivided interests in the Trust had been issued and are outstanding: (i) Class A Variable Funding Certificates, Series 1992-3 (the "Class A Variable Funding Certificates"), (ii) Class B Variable Funding Certificates, Series 1992-3 (the "Class B Variable Funding Certificates"), (iii) $400.0 million aggregate principal amount of 6.70% Class A Asset Backed Certificates, Series 2000-1 (the "Class A-2000 Certificates"), (iv) $38.1 million aggregate principal amount of 7.00% Class B Asset Backed Certificates, Series 2000-1 (the "Class B-2000 Certificates"), (v) $38.1 million aggregate principal amount of 0.00% Class C Asset Backed Certificates, Series 2000-1 (the "Class C-2000 Certificates"), and (vi) an exchangeable certificate representing the remaining undivided interests in the Trust (the "Transferor Certificate"). The information regarding the record ownership of the foregoing certificates set forth in Item 12 of this Repor t is incorporated herein by this reference. |
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Item 9 . |
Changes in and Disagreements with Accountants on Accounting and |
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None. |
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Item 12 . |
Security Ownership of Certain Beneficial Owners and Management |
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As of March 31, 2005, the Class A-2000 Certificates were held of record by Cede & Co., as nominee of The Depository Trust Company. To the Company's knowledge, based solely on the fact that the Company has not received notice of any filings having been made with the Securities and Exchange Commission reporting the acquisition of more than 5% of any class or series of the Class A-2000 Certificates, no person beneficially owned more than 5% of any class or series of the Class A-2000 Certificates. Of the remaining certificates representing undivided interests in the Trust that were outstanding as of such date, (i) Seven Hills Funding Corporation ("Seven Hills"), a wholly owned subsidiary of Federated, owned beneficially and of record 100% of the Class A Variable Funding Certificates, and (ii) the Company owned beneficially and of record 100% of the Class B Variable Funding Certificates, the Class B-2000 Certificates, the Class C-2000 Certificates and the Transferor Certificate. The C lass A Variable Funding Certificates have been pledged by Seven Hills to Chase Bank, as collateral agent, to secure certain commercial paper notes to be issued by Seven Hills from time to time and certain related obligations of Seven Hills. The principal business address of each of the Company and Seven Hills is 7 West Seventh Street, Cincinnati, Ohio 45202. |
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Item 13 . |
Certain Relationships and Related Transactions |
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Except for the transactions contemplated by the Pooling and Servicing Agreement, the Company is not aware of any transactions or series of similar transactions during Fiscal Year 2004, or any currently proposed transaction or series of similar transactions, in which the amount involved exceeded or is proposed to exceed $60,000, to which the Trust was a party or is proposed to be a party, and in which any person known to the Company to own more than 5% of any class of certificates representing undivided interests in the Trust had or has a direct or indirect material interest. |
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PART IV |
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Item 1 . |
Exhibits and Financial Statement Schedules |
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a. |
Exhibits |
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31 |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) |
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99.1 |
Annual Settlement Statement for the Trust for the period from January 31, 2004 through January 29, 2005. |
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99.2 |
Annual Report of Independent Registered Public Accounting Firm regarding internal control structure over the servicing of accounts receivable. |
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99.3 |
Annual Report of Independent Registered Public Accounting Firm regarding Monthly Settlement Statements for the period from January 31, 2004 through January 29, 2005. |
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SIGNATURES |
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Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be executed on its behalf by the undersigned, thereunto duly authorized. |
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PRIME RECEIVABLES CORPORATION |
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(Originator of Prime Credit Card Master Trust) |
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By: /s/ Susan P. Storer |
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Susan P. Storer, President |
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Dated: April 29, 2005 |
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Pursuant to the requirements of Section 13 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 indicated on April 29, 2005. |
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Signature |
Title |
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/s/ Karen M. Hoguet |
Chairman of the Board and Director |
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Karen M. Hoguet |
(principal executive officer) |
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/s/ Susan P. Storer |
President and Director |
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Susan P. Storer |
(principal financial and accounting officer) |
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/s/ Joel A. Belsky |
Director |
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Joel A. Belsky |
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