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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, 1997
COMMISSION FILE NUMBER 0-26930
DAYTON HUDSON CREDIT CARD MASTER TRUST
(Issuer of the Certificates)
DAYTON HUDSON 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.)
80 South Eighth Street, 14th Floor, Suite 1401
Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612/370-6530
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
6.10% Class A Asset Backed Certificates, Series 1995-1
6.25% Class A Asset Backed Certificates, Series 1997-1
(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
--- ---
The registrant has no voting stock held by non-affiliates and meets the
conditions set forth in General Instruction J (1)(a) and (b) of Form 10-K.
Disclosure pursuant to Item 405 of Regulation S-K is not required.
DOCUMENTS INCORPORATED BY REFERENCE
None
Index to Exhibits: Page 7
Total Pages: 34
PART I
ITEM 1. BUSINESS.
Dayton Hudson 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"), Dayton
Hudson Receivables Corporation, as transferor ("Transferor"), and Norwest
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 Dayton
Hudson Corporation.
ITEM 2. PROPERTIES.
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 and 99.3 to this Report set forth certain information
relating to the Trust's fiscal year ended December 31, 1997. 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.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
In September 1995, the Trust issued $400,000,000 of three year 6.10% Class
A Certificates to the public (the "Series 1995 Certificates"). 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 fluctuates and currently may not
exceed $100 million. In October 1997, the Trust issued $400,000,000 of
three year 6.25% Class A Certificates to the public (the "Series 1997
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 1995
Certificates or the Series 1997 Certificates. The Series 1995 Certificates
and the Series 1997 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
1995 Certificates and the Series 1997 Certificates are held by Cede & Co.,
the nominee of DTC.
The undivided interests in the Trust, other than those represented by the
Series 1995 Certificates, the Series 1996 Certificates and the Series 1997
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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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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.
a. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
The Transferor is a wholly-owned subsidiary of a corporation that is
wholly-owned by Dayton Hudson Corporation. The principal executive
office of Dayton Hudson Corporation is 777 Nicollet Mall, Minneapolis,
MN 55402.
At the date hereof, 100% of the Series 1995 Certificates and the
Series 1997 Certificates were held in the nominee name of Cede & Co.
for beneficial owners. To the Transferor's knowledge, based solely on
the fact that Transferor has not received notice of any filings having
been made with the Securities and Exchange Commission reporting the
acquisition of more than 5% of the Series 1995 Certificates or the
Series 1997 Certificates, no person beneficially owned more than 5% of
the Series 1995 Certificates or the Series 1997 Certificates. The
Series 1996 Certificates are held by an administrative agent on behalf
of several beneficial owners and interests in the Series 1996
Certificates are not freely transferable.
The undivided interests in the Trust, other than that represented by
the Series 1995 Certificates, the Series 1996 Certificates or the
Series 1997 Certificates, are owned by the Transferor and the
Servicer.
b. SECURITY OWNERSHIP OF MANAGEMENT.
Not applicable.
c. CHANGES IN CONTROL.
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except for the information concerning the compensation paid to Servicer by
the Trust contained in Exhibits 99.2 and 99.3 hereto, which is hereby
incorporated herein by reference, and other transactions contemplated by
the Pooling and Servicing Agreement, the Transferor is not aware of any
transactions or series of similar transactions during its fiscal year ended
December 31, 1997, or any currently proposed transaction or series of
similar transactions, in which the
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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 Registrant 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. The following documents are filed as part of this Report.
3. EXHIBITS
99.1 Annual Servicer's Certificate for the year ended
December 31, 1997, Series 1995-1 and Series 1997-1.
99.2 Annual Certificateholders' Statement for the year ended
December 31, 1997, Series 1995-1.
99.3 Annual Certificateholders' Statement for the year ended
December 31, 1997, Series 1997-1.
99.4 Report of Independent Accountants.
99.5 Report of Independent Accountants on the Monthly
Servicer's Certificates, Series 1995-1.
99.6 Report of Independent Accountants on the Monthly
Servicer's Certificates, Series 1997-1.
b. Reports on Form 8-K and Form 8 filed with respect to fiscal 1997.
Each month the Transferor files a Current Report on Form 8-K which
includes, as exhibits, copies of the Monthly Servicer's Certificates
and the Monthly Certificateholders' Statements relating to the
preceding monthly period, which certificates are required to be
delivered to the Trustee under the terms of the Pooling and Servicing
Agreement.
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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.
DAYTON HUDSON RECEIVABLES CORPORATION
Dated: April 29, 1998 By /s/ Douglas A. Scovanner
-------------------------------
Douglas A. Scovanner,
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Dayton Hudson
Receivables Corporation and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Douglas A. Scovanner
------------------------
Douglas A. Scovanner President and Director April 29, 1998
/s/ Stephen C. Kowalke
------------------------
Stephen C. Kowalke Vice President, Treasurer April 29, 1998
and Director (Principal
Financial Officer)
/s/ JoAnn Bogdan
------------------------
JoAnn Bogdan Vice President, April 29, 1998
Controller (Principal
Accounting Officer)
/s/ Gerald L. Storch
------------------------
Gerald L. Storch Director April 29, 1998
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT SEQUENTIAL PAGE NO.
99.1 Annual Servicer's 8
Certificate for the year
ended December 31, 1997 -
Series 1995-1 and Series
1997-1
99.2 Annual 9
Certificateholders'
Statement for the year
ended December 31, 1997 -
Series 1995-1
99.3 Annual 13
Certificateholders'
Statement for the year
ended December 31, 1997 -
Series 1997-1
99.4 Report of Independent 17
Accountants
99.5 Report of Independent 19
Accountants on the
Monthly Servicer's
Certificates, Series
1995-1
99.6 Report of Independent 27
Accountants on the
Monthly Servicer's
Certificates, Series
1997-1
7