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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 29, 2000
Commission File Number 333-71757
CHARMING SHOPPES MASTER TRUST
(Issuer)
Charming Shoppes Receivables Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0383871
State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3411 Silverside Road
Wilmington, Delaware 19810
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (302) 479-5510
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ( X )
DOCUMENTS INCORPORATED BY REFERENCE.
No documents have been incorporated by reference in this Form 10-K.
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TABLE OF CONTENTS
Page
PART I 1
Item 1. Business 1
Item 2. Properties. 1
Item 3. Legal Proceedings. 1
Item 4. Submission of Matters to a Vote of Security Holders. 1
PART II 1
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters. 1
Item 6. Selected Financial Data. 1
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 1
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 1
Item 8. Financial Statements and Supplementary Data. 2
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure. 2
PART III 2
Item 10. Directors and Executive Officers of the Registrants. 2
Item 11. Executive Compensation. 2
Item 12. Security Ownership of Certain Beneficial Owners and
Management. 2
Item 13. Certain Relationships and Related Transactions. 2
PART IV 2
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K. 2
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In no-action letters issued to a variety of issuers of asset-backed or
pass-through certificates representing ownership interests in, or of asset-
backed notes issued by, trusts established by financial institutions, whose
principal assets are receivables generated under motor vehicle retail
installment sales contracts owned by such institutions and transferred to
such trusts, the Division of Corporation Finance has stated that it would
not raise any objection if the servicer of the trust, on behalf of the
trust, files its Annual Report on Form 10-K in accordance with a specified
format. See e.g., Bay View Auto Trusts (January 15, 1998); Nissan Auto
Receivables 1995-A Grantor Trust (June 28, 1996); CIT Group Securitization
Corp. II (January 25, 1996); AFG Receivables Trust 1995-A (May 29, 1996);
Old Kent Auto Receivables Trust 1995-A (April 11, 1996); Mercedes-Benz
Credit Corp., (January 6, 1995); CIT Group Securitization Corp.
(April 15, 1994); Western Financial Savings Bank, F.S.B. (January 7, 1994);
Toyota Motor Credit Corp. (November 11, 1993); Hyundai Motor Finance Co.
(August 20, 1993); World Omni Financial Corp. (March 24, 1993); American
Honda Receivables Corp. (March 12, 1993); and Volvo Auto Receivables
Grantor Trust 1992-B (January 28, 1993).
The Charming Shoppes Master Trust (the "Trust") was formed pursuant to
a Pooling and Servicing Agreement dated December 24, 1992 (as amended,
supplemented or otherwise modified, the "Agreement"), between Charming
Shoppes Receivables Corp. ("CSRC") and First Union National Bank, as
Trustee. The assets of the Trust include, among other things, credit card
receivables ("Receivables") and all collections due or to become due with
respect thereto. On July 22, 1999, the Trust issued Series 1999-1 Class A
Floating Rate Asset Backed Certifcates and Series 1999-1 Class B Floating
Rate Asset Backed Certificates in a public offering. On July 22, 1999, the
Trust also privately placed Series 1999-1 Class C Floating Rate Asset
Backed Certificates and Series 1999-1 Class D Floating Rate Asset Backed
Certificates (collectively, the "Certificates").
This Annual Report on Form 10-K has been filed in substantially the
form that the Division of Corporate Finance, in the no-action letters
referred to above, has stated that it would not object to.
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PART I
Item 1. Business.
Omitted.
Item 2. Properties.
The assets of the Trust include, among other things, Receivables and
all collections due or to become due with respect thereto.
Item 3. Legal Proceedings.
None with respect to the Certificates or the Trust.
Item 4. Submission of Matters to a Vote of Security Holders.
None with respect to the Certificates or the Trust.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
To the best knowledge of CSRC and the Trust, there is no established
public trading market for the Certificates.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
(1)
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Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrants.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted.
Item 13. Certain Relationships and Related Transactions.
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Listed below are the documents filed as part of this report:
Exhibit
No. Document Description
20.1 Monthly Payment Instructions and Notification to the Trustee
and Monthly Certificateholders' Statement, dated as of April 17,
2000, incorporated by reference to Form 8-K of the Registrant
dated as of April 17, 2000. (Exhibit No. 20-1).
(b) Reports on Form 8-K:
(2)
The following Form 8-K's have been filed with the Commission:
Date Items Listed
September 29, 1999 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of September 15, 1999.
October 22, 1999 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of October 15, 1999.
December 3, 1999 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of November 15, 1999.
December 22, 1999 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of December 15, 1999.
January 28, 2000 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of January 15, 2000.
March 1, 2000 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of February 15, 2000.
March 29, 2000 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of March 15, 2000.
April 27, 2000 Monthly Payment Instructions and Notification to the
Trustee and Monthly Certificateholders' Statement,
dated as of April 17, 2000.
(3)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Bensalem and State of Pennsylvania, on the 24th day of April, 2000.
CHARMING SHOPPES RECEIVABLES CORP.
By: /s/Eric M. Specter
Name: Eric M. Specter
Title: President and Assistant Secretary
(Principal Financial and Accounting Officer)
SPIRIT OF AMERICA, INC., as Servicer on
behalf of Charming Shoppes Master Trust
By: /s/Eric M. Specter
Name: Eric M. Specter
Title: President
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons for
Charming Shoppes Receivables Corp. in the capacities and on the dates
indicated.
Signature Title Date
/s/ Eric M. Specter Director, President and Assistant April 24, 2000
Eric M. Specter Secretary (Principal Executive
Officer and Principal Financial
and Accounting Officer)
/s/Kirk R. Simme Director April 24, 2000
Kirk R. Simme
/s/ Colin D. Stern Director April 24, 2000
Colin D. Stern
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons for
Spirit of America, Inc. in the capacities and on the dates indicated.
Signature Title Date
/s/Eric M. Specter Director and President April 24, 2000
Eric M. Specter (Principal Executive Officer
and Principal Financial and
Accounting Officer)
/s/Kirk R. Simme Director April 24, 2000
Kirk R. Simme
/s/Kathleen H. Lieberman Director April 25, 2000
Kathleen H. Lieberman
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INDEX TO EXHIBITS
Exhibit
No. Document Description
20.1 Monthly Payment Instructions and Notification to the Trustee and
Monthly Certificateholders' Statement, dated as of April 17,
2000, incorporated by reference to Form 8-K of the Registrant
dated as of April 17, 2000. (Exhibit No. 20-1).
