Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 1997
Commission file number 0-21118
PRIME RECEIVABLES CORPORATION
(Originator of Prime Credit Card Master Trust)
(Exact name of registrant as specified in its charter)
Delaware 31-1359594
(State of Incorporation) (I.R.S. Employer Identification No.)
9111 Duke Blvd., Mason, Ohio 45040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 513-573-2037
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
7.05% Class A-1 Asset Backed Certificates, Series 1992-1
7.45% Class A-2 Asset Backed Certificates, Series 1992-2
7.55% Class B-1 Asset Backed Certificates, Series 1992-1
7.95% Class B-2 Asset Backed Certificates, Series 1992-2
6.75% Class A Asset Backed Certificates, Series 1995-1
6.90% Class B Asset Backed Certificates, Series 1995-1
6.70% Class A Asset Backed Certificates, Series 1996-1
6.85% Class B Asset Backed Certificates, Series 1996-1
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.
Disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not required.
PART I
Item 2. Properties
Exhibit 99.1 to this Report sets forth certain
information relating to the fiscal year ended February 1, 1997
("Fiscal Year 1996") 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 The Chase Manhattan Bank, successor in interest to
Chemical 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
National Bank ("FDS")), and Chase Bank, as Trustee, as
supplemented and amended (the "Pooling and Servicing Agreement"),
is incorporated herein by this reference.
Item 3. Legal Proceedings
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.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
As of March 31, 1997, the following certificates
representing undivided interests in the Trust had been issued:
(i) $450.0 million aggregate principal amount of 7.05% Class A-1
Asset Backed Certificates, Series 1992-1 (the "Class A-1
Certificates"), (ii) $450.0 million aggregate principal amount of
7.45% Class A-2 Asset Backed Certificates, Series 1992-2 (the
"Class A-2 Certificates"), (iii) $40.5 million aggregate
principal amount of 7.55% Class B-1 Asset Backed Certificates,
Series 1992-1 (the "Class B-1 Certificates"), (iv) $40.5 million
aggregate principal amount of 7.95% Class B-2 Asset Backed
Certificates, Series 1992-2 (the "Class B-2 Certificates"), (v)
$55.0 million aggregate principal amount of 8.05% Class C-1 Asset
Backed Certificates, Series 1992-1 (the "Class C-1 Certificates"),
(vi) $55.0 million aggregate principal amount of 8.45% Class C-2
Asset Backed Certificates, Series 1992-2 (the "Class C-2 Certificates"),
(vii) Class A Variable Funding Certificates, Series 1992-3 (the "Class A
Variable Funding Certificates"), (viii) Class B Variable Funding
Certificates, Series 1992-3 (the "Class B Variable Funding Certificates"),
(ix) $546.0 million aggregate principal amount of 6.75% Class A Asset
Backed Certificates, Series 1995-1 (the "Class A-1995
Certificates"), (x) $52.0 million aggregate principal amount of
6.90% Class B Asset Backed Certificates, Series 1995-1 (the
"Class B-1995 Certificates"), (xi) $52.0 million aggregate
principal amount of 9.00% Class C Asset Backed Certificates,
Series 1995-1 (the "Class C-1995 Certificates"), (xii) $218.0
million aggregate principal amount of 6.70% Class A Asset Backed
Certificates, Series 1996-1 (the "Class A-1996 Certificates"),
(xiii) $20.8 million aggregate principal amount of 6.85% Class B
Asset Backed Certificates, Series 1996-1 (the "Class B-1996
Certificates"), (xiv) $20.8 million aggregate principal amount of
9.0% Class C Asset Backed Certificates, Series 1996-1 (the "Class
C-1996 Certificates") and (xv) 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 Report is incorporated herein by this reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of March 31, 1997, the Class A-1 Certificates, the
Class A-2 Certificates, the Class B-1 Certificates, the Class B-2
Certificates, the Class A-1995 Certificates, the Class B-1995
Certificates, the Class A-1996 Certificates and the Class B-1996
Certificates (collectively, the "Registered 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
Registered Certificates, no person beneficially owned more than
5% of any class or series of the Registered Certificates. Of the
remaining certificates representing undivided interests in the
Trust that were outstanding as of such date, (i) Corporate
Receivables Corporation owned beneficially and of record 100% of
the Class C-1 Certificates and 100% of the Class C-2
Certificates, (ii) Seven Hills Funding Corporation ("Seven
Hills"), an indirect wholly owned subsidiary of Federated, owned
beneficially and of record 100% of the Class A Variable Funding
Certificates, and (iii) the Company owned beneficially and of
record 100% of the Class B Variable Funding Certificates, the
Class C-1995 Certificates, the Class C-1996 Certificates and the
Transferor Certificate. The Class 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
Corporate Receivables Corporation is 450 Mamoroneck Avenue,
Harrison, New York, 10528, and the principal business address of
each of the Company and Seven Hills is 9111 Duke Blvd., Mason,
Ohio 45040.
Item 13. Certain Relationships and Related Transactions
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
1996, 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.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
a. Exhibits
99.1 Annual Settlement Statement for the Trust for
the period from February 3, 1996 through February 1, 1997.
99.2 Annual Report of Independent Public
Accountants (Part A) regarding internal controls.
99.3 Annual Report of Independent Public
Accountants (Part B) regarding Monthly Settlement Statements for
the period from February 3, 1996 through February 1, 1997.
b. Reports on Form 8-K.
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.
SIGNATURES
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.
PRIME RECEIVABLES CORPORATION
(Originator of Prime Credit Card Master Trust)
By:/s/ Susan P. Storer
Susan P. Storer, President
Dated: April 24, 1997
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 24, 1996.
Signature Title
/s/ Karen M. Hoguet Chairman of the Board
Karen M. Hoguet and Director
(principal executive officer)
/s/ Susan P. Storer President and Director
Susan P. Storer (principal financial and
accounting officer)
/s/ John R. Sims Director
John R. Sims