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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 January 30, 1999
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:
7.45% Class A-2 Asset Backed Certificates, Series 1992-2
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 January 30, 1999
("Fiscal Year 1998") 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, 1999, the following certificates
representing undivided interests in the Trust had been issued and
are outstanding: (i) $450.0 million aggregate principal amount
of 7.45% Class A-2 Asset Backed Certificates, Series 1992-2 (the
"Class A-2 Certificates"), (ii) $40.5 million aggregate principal
amount of 7.95% Class B-2 Asset Backed Certificates, Series 1992-
2 (the "Class B-2 Certificates"), (iii) $55.0 million aggregate
principal amount of 8.45% Class C-2 Asset Backed Certificates,
Series 1992-2 (the "Class C-2 Certificates"), (iv) Class A
Variable Funding Certificates, Series 1992-3 (the "Class A
Variable Funding Certificates"), (v) Class B Variable Funding
Certificates, Series 1992-3 (the "Class B Variable Funding
Certificates"), (vi) $546.0 million aggregate principal amount of
6.75% Class A Asset Backed Certificates, Series 1995-1 (the
"Class A-1995 Certificates"), (vii) $52.0 million aggregate
principal amount of 6.90% Class B Asset Backed Certificates,
Series 1995-1 (the "Class B-1995 Certificates"), (viii) $52.0
million aggregate principal amount of 9.00% Class C Asset Backed
Certificates, Series 1995-1 (the "Class C-1995 Certificates"),
(ix) $218.0 million aggregate principal amount of 6.70% Class A
Asset Backed Certificates, Series 1996-1 (the "Class A-1996
Certificates"), (x) $20.8 million aggregate principal amount of
6.85% Class B Asset Backed Certificates, Series 1996-1 (the
"Class B-1996 Certificates"), (xi) $20.8 million aggregate
principal amount of 9.0% Class C Asset Backed Certificates,
Series 1996-1 (the "Class C-1996 Certificates"), and (xii) 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, 1999, the Class A-2 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) 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 C-2 Certificates,
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 each of the Company and Seven
Hills is 9111 Duke Boulevard., 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
1998, 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 January 31, 1998 through January 30, 1999.
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 January 31, 1998 through January 30, 1999.
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 30, 1999
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 30, 1999.
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