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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 0-23961
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METRIS MASTER TRUST
Metris Receivables, Inc., as Transferor
(Exact name of registrant as specified in its charter)
Delaware 41-1810301
(State of Incorporation) (I.R.S. Employer Identification No.)
600 South Highway 169, Suite 300, St. Louis Park, Minnesota 55426
(Address of principal executive offices)
(612) 525-5077
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
6.80% Asset Backed Certificates, Series 1996-1, Class B
6.87% Asset Backed Certificates, Series 1997-1, Class A
7.11% Asset Backed Certificates, Series 1997-1, Class B
Floating Rate Asset Backed Certificates, Series 1997-2, Class A
Floating Rate Asset Backed Certificates, Series 1997-2, Class B
Floating Rate Asset Backed Securities, Series 1998-2, Class A
Floating Rate Asset Backed Securities, Series 1998-3,Class A
Floating Rate Asset Backed Securities, Series 1999-1, Class A
Floating Rate Asset Backed Securities, Series 1999-2, Class A
Securities not registered under the Act:
Floating Rate Asset Backed Securities, Series 1999-3, Class A
The Registrant has no voting stock or class of common stock outstanding as of
the date of this report.
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 and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
The aggregate principal amount of Certificates held by non affiliates as of
December 31, 1999 was approximately $3,637,333,333.
TABLE OF CONTENTS
PART I
Page
Item 1. Business...........................................................3
Item 2. Properties.........................................................3
Item 3. Legal Proceedings..................................................3
Item 4. Submission of Matters to a Vote of Security Holders................4
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters................................................4
Item 6. Selected Financial Data............................................4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................4
Item 8. Financial Statements and Supplementary Data........................4
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................................4
PART III
Item 10. Directors and Executive Officers of the Registrant.................4
Item 11. Executive Compensation.............................................4
Item 12. Security Ownership of Certain Beneficial
Owners and Management..............................................5
Item 13. Certain Relationships and Related Transactions.....................5
PART IV
Item 14. Exhibits, Financial Statement Schedules............................5
and Reports on Form 8-K
Signatures....................................................................6
PART I
The Metris Master Trust (the "Trust" or the "Registrant") was originated by
Metris Receivables Inc. f/k/a Fingerhut Financial Services Receivables Inc. (the
"Transferor"), as Transferor under the Pooling and Servicing Agreement dated as
of May 26, 1995, amended and restated July 30, 1998, as amended (the P&S
Agreement") by and among the Transferor, Direct Merchants Credit Card Bank,
National Association, as servicer (the "Servicer") and The Bank of New York
(Delaware), as trustee. The P&S is supplemented by various series supplements
providing for the issuance of certificates in varying series. The Series 1996-1
Supplement dated as of April 23, 1996 to the P&S Agreement provided for the
issuance of the Asset Backed Certificates, Series 1996-1 (the "Series 1996-1
Certificates"). The Series 1997-1 Supplement dated as of May 8, 1997 to the P&S
Agreement provided for the issuance of another series of Asset Backed
Certificates, (the "Series 1997-1 Certificates"). The Series 1997-2 Supplement
dated as of November 20, 1997 to the P&S Agreement provided for another series
of Asset Backed Certificates (the "Series 1997-2 Certificates"). The Series
1998-2 Supplement dated as of December 4, 1998 to the P&S Agreement provided for
another series of Asset Backed Securities (the "Series 1998-2 Securities"). The
Series 1998-3 Supplement dated as of December 4, 1998 to the P&S Agreement
provided for another series of Asset Backed Securities (the "Series 1998-3
Securities"). The Series 1999-1 Supplement dated as of July 7, 1999 to the P&S
Agreement provided for another series of Asset Backed Securities (the "Series
1999-1 Securities"). The Series 1999-2 Supplement dated as of September 22, 1999
to the P&S Agreement provided for another series of Asset Backed Securities (the
"Series 1999-2 Securities"). The Series 1999-3 Supplement dated as of December
9, 1999 to the P&S Agreement provided for another series of Asset Backed
Securities (the "Series 1999-3 Securities"). Hereafter, Series 1996-1
Certificates, Series 1997-1 Certificates, Series 1997-2 Certificates, Series
1998-2 Securities, Series 1998-3 Securities, Series 1999-1 Securities, Series
1999-2 Securities and Series 1999-3 Securities are collectively referred to as
the "Securities." The Securities represent interests in the Trust only and do
not represent interests in or obligations of Metris Receivables Inc., Direct
Merchants Credit Card Bank, National Association, Metris Companies Inc. or any
affiliate thereof. There are four classes of Securities in Series 1996-1, 1997-1
& 1997-2. Class A and Class B are registered pursuant to Section 12(g), Class C
is privately held and the Transferor holds Class D. There are two classes of
Securities in Series 1998-2, 1998-3, 1999-1, & 1999-2. Class A is registered
pursuant to Section 12(g), and the Transferor holds Class B. There are two
classes of Securities in Series 1999-3. Class A is to be registered pursuant to
Section 12(g) within 120 days after December 31, 1999, and the Transferor holds
Class B. The Transferor has retained the transferor's interest in the Trust.
The Registrant has prepared this Form 10-K in reliance upon various
no-action letters issued by the Securities and Exchange Commission (the
"Commission") to other trusts which are substantially similar to the Trust.
Items designated herein as "Not Applicable" have been omitted as a result of
this reliance.
Item 1. Business
Not Applicable
Item 2. Properties
The Trust's sole asset is a pool of credit card receivables originated or
acquired by Direct Merchants Credit Card Bank, National Association.
Item 3. Legal Proceedings
Metris Receivables Inc. is not aware of any material pending litigation
involving the Registrant, the Trustee, the Seller, or the Servicer with respect
to the Securities or the Registrant's Property.
Item 4. Submission of Matters to a Vote of Security Holders
No vote or consent of holders of any Class A or Class B Securities was
solicited for any purpose during the year ended December 31, 1999.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholders
Matters
Each Class of the Securities representing investors' interests in the Trust
is represented by a single Security of such Class registered in the name of Cede
& Co. ("Cede"), the nominee of The Depository Trust Company. To the best
knowledge of the Registrant, there is no established public trading market for
the Securities.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The Securities representing investors' interests in the Trust are
represented by a single Security registered in the name of Cede, the nominee of
DTC, and an investor holding an interest in the Trust is not entitled to receive
a Security representing such interest except in certain limited circumstances.
Accordingly, Cede is the sole holder of record of Securities, which it holds on
behalf of brokers, dealers, banks and other direct participants in the DTC
system. Such direct participants may hold Securities for their own accounts or
for the accounts of their customers. The name and address of Cede is :
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
The Seller is not aware of any Schedules 13D or 13G filed with the
Commission in respect of the Securities.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements: Not Applicable
2. Financial Statement Schedules: Not Applicable
3. See Exhibit 99 below
(b) The following reports on Form 8-K were filed during the fourth fiscal
quarter of 1999.
Date of Report Items Covered
October 20, 1999 Securityholders' Statement with respect to
November 22, 1999 distributions made during such months
December 20, 1999
(c) Exhibit 99
99.1 Annual Servicer's Certificate dated March 15, 2000.
99.2 Supplementary Metris Master Trust
99.3 Independent Public Accountants Review of Agreed Upon Procedures
(d) Not applicable.
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, on this 15th day of
March, 2000.
METRIS MASTER TRUST
METRIS RECEIVABLES, INC.
(Registrant)
By:/s/ Paul T. Runice
Paul T. Runice
President and Treasurer
Metris Receivables, Inc.,
as Transferor
INDEX TO EXHIBITS
Exhibit Description of
Number Exhibit
99.1 Annual Servicer's Certificate
99.2 Supplementary Master Trust Data
99.3 Independent Public Accountant's Review of Agreed
Upon Procedures