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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 0-23961
December 31, 1998 Commission file number
- --------------------
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:
6.45% Asset Backed Certificates, Series 1996-1, Class A
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
Securities not registered under the Act:
Floating Rate Asset Backed Securities, Series 1998-2, Class A
Floating Rate Asset Backed Securities, Series 1998-3, 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, 1998 was approximately $2,746,366,667.
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"). Hereafter, Series 1996-1 Certificates, Series 1997-1
Certificates, Series 1997-2 Certificates, Series 1998-2 Securities, and
Series 1998-3 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. Class A is to be registered pursuant to Section 12(g)
within 120 days after December 31, 1998, 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, 1998.
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 1998.
Date of Report Items Covered
October 20, 1998 Securityholders' Statement with
November 20, 1998 respect to distributions made
December 21, 1998 during such months
(c) Exhibit 99
99.1 Annual Servicer's Certificate dated March 12, 1999.
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 12th day of
March, 1999.
METRIS MASTER TRUST
METRIS RECEIVABLES, INC.
(Registrant)
By: /s/ Paul T. Runice
------------------------------------------
Paul T. Runice
Senior Vice 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