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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, 1998
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
5.90% Class A Asset Backed Certificates, Series 1998-1
(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: 47
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, 1998. 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.
2
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").
The Series 1995 Certificates were repaid in full and cancelled in
September 1998 and are no longer outstanding. 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 five year 6.25% Class A Certificates to the public
(the "Series 1997 Certificates"). In August 1998, the Trust issued
$400,000,000 of five year 5.90% Class A Certificates to the public
(the "Series 1998 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 1997 Certificates or the Series 1998 Certificates. The
Series 1997 Certificates and the Series 1998 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 1997 Certificates and the Series 1998
Certificates are held by Cede & Co., the nominee of DTC.
The undivided interests in the Trust, other than those represented by
the Series 1996 Certificates, the Series 1997 Certificates and the
Series 1998 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.
3
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 1997 Certificates and the
Series 1998 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 1997 Certificates or the Series 1998 Certificates, no
person beneficially owned more than 5% of the Series 1997
Certificates or the Series 1998 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 1996 Certificates, the Series 1997 Certificates or
the Series 1998 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, 1998, or any
currently proposed transaction or series of similar transactions, in
which the amount involved exceeded or is proposed to exceed $60,000,
to which the Trust
4
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, 1998, Series 1995-1, Series 1997-1 and
Series 1998-1.
99.2 Annual Certificateholders' Statement for the year ended
December 31, 1998, Series 1995-1.
99.3 Annual Certificateholders' Statement for the year ended
December 31, 1998, Series 1997-1.
99.4 Annual Certificateholders' Statement for the year ended
December 31, 1998, Series 1998-1.
99.5 Report of Independent Accountants.
99.6 Report of Independent Accountants on the Monthly
Servicer's Certificates, Series 1995-1.
99.7 Report of Independent Accountants on the Monthly
Servicer's Certificates, Series 1997-1.
99.8 Report of Independent Accountants on the Monthly
Servicer's Certificates, Series 1998-1.
b. Reports on Form 8-K and Form 8 filed with respect to fiscal 1998.
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.
5
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: August 17, 1999 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 August 17, 1999
/s/ Stephen C. Kowalke
- ---------------------------
Stephen C. Kowalke Vice President, August 17, 1999
Treasurer and Director
(Principal Financial
Officer)
/s/ JoAnn Bogdan
- ---------------------------
JoAnn Bogdan Vice President, August 17, 1999
Controller (Principal
Accounting Officer)
/s/ Gerald L. Storch
- ---------------------------
Gerald L. Storch Director August 17, 1999
6
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT SEQUENTIAL PAGE NO.
------------- --------- ---------------------
99.1 Annual Servicer's 8
Certificate for the year
ended December 31, 1998 -
Series 1995-1, Series
1997-1 and Series 1998-1
99.2 Annual 9
Certificateholders'
Statement for the year
ended December 31, 1998,
Series 1995-1.
99.3 Annual 13
Certificateholders'
Statement for the year
ended December 31, 1998 -
Series 1997-1
99.4 Annual 17
Certificateholders'
Statement for the year
ended December 31, 1998 -
Series 1998-1
99.5 Report of Independent 21
Accountants
99.6 Report of Independent 24
Accountants on the
Monthly Servicer's
Certificates, Series
1995-1.
99.7 Report of Independent 32
Accountants on the
Monthly Servicer's
Certificates, Series
1997-1
99.8 Report of Independent 40
Accountants on the
Monthly Servicer's
Certificates, Series
1998-1
7