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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, 1999 Commission file number: 0-17270
JCP MASTER CREDIT CARD TRUST
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(Issuer of the Certificates)
STAR RECEIVABLES FUNDING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 74-2932856
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(State of incorporation) (I.R.S. Employer ID No.)
1600 Summer Street, Stamford, CT 06927
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 203-357-4416
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
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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 H(1)(a) AND
(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
47660.1671
This Annual Report on Form 10-K for JCP Master Credit Card Trust is filed in
reliance upon certain no-action letters issued by the Office of the Chief
Counsel, Division of Corporation Finance of the Securities and Exchange
Commission relating to similar trusts stating that the Commission will not
object if such trusts file reports pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934 in the manner described in such letters.
Accordingly, certain items herein which do not require a response shall be
designated "Not Applicable."
PART I
1. Business.
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Not applicable.
2. Properties.
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Not applicable.
3. Legal Proceedings.
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None.
4. Submission of Matters to a Vote of Security Holders.
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In the last quarter of 1999, JCP Receivables, Inc. ("JCPR") mailed out
solicitation statements to the holders of the 8.95% Asset Backed
Certificates - Series B (the "Series B Certificates") and the 9.625%
Asset Backed Certificates - Series C (the "Series C Certificates") in
connection with the solicitation of consents for a proposed amendment
to the Master Pooling and Servicing Agreement dated as of September 5,
1988, as amended by Amendment No. 1 dated as of October 15, 1997, and
as supplemented by the Series A, Series B, Series C, Series D and
Series E Supplements thereto (as so amended and supplemented, the
"Pooling and Servicing Agreement"), by and among JCP Receivables,
Inc., J. C. Penney Company, Inc. ("JCPenney"), as Servicer and The
Fuji Bank and Trust Company (the "Trustee"), General Electric Capital
Corporation (as the successor and assign of JCPenney pursuant to the
Assignment and Assumption Agreement dated as of December 6, 1999).
Amendment No. 2 to Pooling and Servicing Agreement was executed and
delivered effective October 15, 1999.
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters.
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There is currently no established public trading market for the Series
B Certificates, the Series C Certificates, the 5.50% Asset Backed
Certificates - Series E (the "Series E, Class A Certificates,"
collectively with the Series B Certificates and the Series C
Certificates, the "Certificates"), the Series E, Class B Investor
Interest and the Series E, Class C Investor Interest (together, the
"Series E Uncertificated Interests"), issued by JCP Master Credit Card
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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, 1999, JCPenney, which indirectly wholly owns JCPR, had purchased in
the open market $430,690,000 of the Series B Certificates and the
Series C Certificates. As of December 31, 1999, $266,668,148 is still
outstanding. As of December 6, 1999, Star Receivables Funding, Inc.
("Star") had assumed the entire Series E Uncertificated Interests from
JCPR. As of December 6, 1999, Star had acquired, from JCPR, the
Exchangeable Certificate issued by the Trust and evidencing the
interest in the Trust not represented by the Certificates. As of
February 29, 2000, the Exchangeable Certificate represented principal
receivables aggregating approximately $612,596,606 or 42.24% of the
principal receivables held by the Trust.
6. Selected Financial Data.
Not applicable.
7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations.
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Not applicable.
7A. Quantitative and Qualitative Disclosures About Market Risk.
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Not applicable.
8. Financial Statements and Supplementary Data.
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Not applicable.
9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
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None.
PART III
10. Directors and Executive Officers of the Registrant.
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Not applicable.
11. Executive Compensation.
Not applicable.
12. Security Ownership of Certain Beneficial Owners and Management.
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(a) Security ownership of certain beneficial owners.
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The registrant has no knowledge as to beneficial ownership
of more than 5% of its voting securities held by
non-affiliates.
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(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
Star and General Electric Capital Corporation 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.
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(a) The following documents are filed as part of this Report:
3. Exhibits:
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99.1 (a) Annual Certificateholders'
Statement for the year ended
December 31, 1999 - Series B.
99.1 (b) Annual Certificateholders'
Statement for the year ended
December 31, 1999 - Series C.
99.1 (c) Annual Certificateholders'
Statement for the year ended
December 31, 1999 - 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 1999.
------------------------------------------------------
Form 8-K dated February 16, 1999.
Form 8-K dated March 15, 1999.
Form 8-K dated April 15, 1999.
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Form 8-K dated May 17, 1999.
Form 8-K dated June 15, 1999.
Form 8-K dated July 15, 1999.
Form 8-K dated August 16, 1999.
Form 8-K dated September 15, 1999.
Form 8-K dated October 15, 1999.
Form 8-K dated November 15, 1999.
Form 8-K dated December 15, 1999.
Form 8-K dated January 18, 2000.
In each of such filings, 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.
STAR RECEIVABLES FUNDING, INC.,
on behalf of
JCP Master Credit Card Trust,
Dated: March 31, 2000 By /S/ Rick Davis
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Rick Davis
Vice President and
Assistance Secretary
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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/Richard A. Wacker
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Richard A. Wacker President and March 31, 2000
a Director
/S/Steve A. Poulin
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Steve A. Poulin Vice President and March 31, 2000
Secretary and a
Director
/S/Rick Davis
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Rick Davis Vice President and March 31, 2000
Assistant Secretary
/S/Gary Masso
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Gary Masso Vice President and March 31, 2000
Assistant Secretary
/S/Laura Dawson
- ---------------
Laura Dawson Vice President and March 31, 2000
Assistant Secretary
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EXHIBIT INDEX
Exhibit
No. Exhibit
- ------- -------
99.1(a) Annual Certificateholders' Statement for the year ended December 31,
1999 - Series B
99.1(b) Annual Certificateholders' Statement for the year ended December 31,
1999 - Series C
99.1(c) Annual Certificateholders' Statement for the year ended December 31,
1999 - Series E (Class A)
99.2 Examination Report of Independent Certified Public Accountants on the
Monthly Servicer's Certificates
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