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 January 3, 2004
Commission file number 0-26930
TARGET CREDIT CARD MASTER TRUST
(Issuer of the Certificates)
TARGET RECEIVABLES CORPORATION
(Originator of the Trust Described Herein)
(Exact name of Registrant as Specified in its Charter)
| Minnesota | 41-1812153 | |
| (State of Incorporation) | (I.R.S. Employer ID No.) | |
1000 Nicollet Mall, 31st Floor, Suite 3136 Minneapolis, Minnesota |
55403 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant's
telephone number, including area code: 612/696-3102
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
5.90%
Class A Asset Backed Certificates, Series 1998-1
Floating Rate Class A Asset Backed Certificates, Series 2001-1
Floating Rate Class A Asset Backed Certificates, Series 2002-1
(Title of Class)
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 whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No X
The registrant has no voting stock or non-voting common equity held by non-affiliates and meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K. Disclosure pursuant to Item 405 of Regulation S-K is not required.
DOCUMENTS INCORPORATED BY REFERENCE
1. The sections of the Registrant's Registration Statement (Registration No. 333-103371) filed on February 21, 2003 set forth below:
a. "Risk
Factors" on pages S-13 through S-20 of the prospectus supplement;
b. "Retailers National Bank's Credit Card Business" on pages S-21 through S-24 of the prospectus supplement; and
c. the prospectus.
Target Credit Card Master Trust (the "Trust") was formed pursuant to a Pooling and Servicing Agreement dated as of September 13, 1995 (as amended, modified or supplemented, the "Pooling and Servicing Agreement"), by and among Retailers National Bank, as servicer ("Servicer"), Target Receivables Corporation, as transferor ("Transferor"), and Wells Fargo Bank Minnesota, National Association, as trustee ("Trustee"). The Trust's only business is to act as a passive conduit to permit investments in a pool of Transferor's consumer accounts receivable. The Transferor is a wholly-owned subsidiary of a corporation that is wholly-owned by Target Corporation.
The assets of the Trust (the "Trust Assets") include a portfolio of receivables (the "Receivables") generated from time to time in a portfolio of consumer open-end credit card accounts (the "Accounts"), funds collected or to be collected in respect of the Receivables, monies on deposit in certain accounts of the Trust, any participation interests included in the Trust, funds collected or to be collected with respect to such participation interests and any enhancement with respect to a particular series or class. The Trust Assets are expected to change over the life of the Trust as receivables in consumer open-end credit card accounts and other open-end credit accounts and related assets are included in the Trust and as Receivables in Accounts included in the Trust are charged-off or removed.
Exhibits 99.2, 99.3, and 99.4 to this Report set forth certain information relating to the Transferor's fiscal year ended January 3, 2004. Such information, which was derived from the monthly settlement statements relating to such period as delivered to the Trustee pursuant to the Pooling and Servicing Agreement, is incorporated herein by reference.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
In August 1996, the Trust issued Series 1996-1 Class A Variable Funding Certificates in a private transaction (the "Series 1996 Certificates"). The principal amount of the Series 1996 Certificates fluctuated and did not exceed $100 million. The Series 1996 Certificates were repaid in full and canceled in July 2003. In August 1998, the Trust issued $400,000,000 of five year 5.90% Class A Certificates to the public (the "Series 1998 Certificates"). The Series 1998 Certificates were repaid in full and canceled in July 2003. In August 2001, the Trust issued $750,000,000 of seven year floating rate Class A Certificates to the public (the "Series 2001 Certificates"). In July 2002, the Trust issued $750,000,000 of five year floating rate Class A Certificates to the public (the "Series 2002-1 Certificates").
Although they trade in the over-the-counter market to a limited extent, there is currently no established public trading market for the Series 2001 Certificates or the Series 2002 Certificates. The Series 2001 Certificates and the Series 2002 Certificates are held and delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The definitive Series 2001 Certificates and the Series 2002 Certificates are held by Cede & Co., the nominee of DTC.
The undivided interests in the Trust, other than those represented by the Series 2001 Certificates and the Series 2002 Certificates, are owned by the Transferor and the Servicer.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Not applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
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.
Item 9a. Control and Procedures.
Not applicable.
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 and Related Stockholder Matters.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accountant Fees and Services.
Not applicable.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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.
| TARGET RECEIVABLES CORPORATION | ||||
Dated: March 22, 2004 |
By /s/ Douglas A. Scovanner Douglas A. Scovanner, President and Director |
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Target Receivables Corporation and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ Douglas A. Scovanner | ||||
| Douglas A. Scovanner | President and Director (Principal Accounting Officer) |
March 22, 2004 | ||
/s/ Stephen C. Kowalke |
||||
| Stephen C. Kowalke | Vice President, Treasurer and Director (Principal Financial Officer) |
March 22, 2004 | ||
/s/ Terrence J. Scully |
||||
| Terrence J. Scully | Vice President and Director | March 22, 2004 |
| Exhibit No. |
Exhibit |
|
|---|---|---|
31.1 |
Certification |
|
99.1 |
Annual Servicer's Certificate for the year ended January 3, 2004, Series 1998-1, Series 2001-1, and Series 2002-1 |
|
99.2 |
Annual Certificateholders' Statement for the year ended January 3, 2004, Series 1998-1 |
|
99.3 |
Annual Certificateholders' Statement for the year ended January 3, 2004, Series 2001-1 |
|
99.4 |
Annual Certificateholders' Statement for the year ended January 3, 2004, Series 2002-1 |
|
99.5 |
Report of Independent Accountants |
|
99.6 |
Report of Management on Compliance |