================================================================================
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, 1999 Commission file number: 0-17270
JCP MASTER CREDIT CARD TRUST
----------------------------
(Issuer of the Certificates)
STAR RECEIVABLES FUNDING, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 74-2932856
------------------------------ ----------------
(State of incorporation) (I.R.S. Employer ID No.)
1600 Summer Street, Stamford, CT 06927
- -------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 203-357-4416
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
-------------------
8.95% Asset Backed Certificates, Series B
9.625% Asset Backed Certificates, Series C
5.50% Class A Asset Backed Certificates, Series E
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 the 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]
The registrant has no voting or non-voting common equity held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: None
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
47660.1671
<PAGE>
This Annual Report on Form 10-K for JCP Master Credit Card Trust is filed in
reliance upon certain no-action letters issued by the Office of the Chief
Counsel, Division of Corporation Finance of the Securities and Exchange
Commission relating to similar trusts stating that the Commission will not
object if such trusts file reports pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934 in the manner described in such letters.
Accordingly, certain items herein which do not require a response shall be
designated "Not Applicable."
PART I
1. Business.
---------
Not applicable.
2. Properties.
-----------
Not applicable.
3. Legal Proceedings.
------------------
None.
4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
In the last quarter of 1999, JCP Receivables, Inc. ("JCPR") mailed out
solicitation statements to the holders of the 8.95% Asset Backed
Certificates - Series B (the "Series B Certificates") and the 9.625%
Asset Backed Certificates - Series C (the "Series C Certificates") in
connection with the solicitation of consents for a proposed amendment
to the Master Pooling and Servicing Agreement dated as of September 5,
1988, as amended by Amendment No. 1 dated as of October 15, 1997, and
as supplemented by the Series A, Series B, Series C, Series D and
Series E Supplements thereto (as so amended and supplemented, the
"Pooling and Servicing Agreement"), by and among JCP Receivables,
Inc., J. C. Penney Company, Inc. ("JCPenney"), as Servicer and The
Fuji Bank and Trust Company (the "Trustee"), General Electric Capital
Corporation (as the successor and assign of JCPenney pursuant to the
Assignment and Assumption Agreement dated as of December 6, 1999).
Amendment No. 2 to Pooling and Servicing Agreement was executed and
delivered effective October 15, 1999.
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters.
----------------------------------------------------------------------
There is currently no established public trading market for the Series
B Certificates, the Series C Certificates, the 5.50% Asset Backed
Certificates - Series E (the "Series E, Class A Certificates,"
collectively with the Series B Certificates and the Series C
Certificates, the "Certificates"), the Series E, Class B Investor
Interest and the Series E, Class C Investor Interest (together, the
"Series E Uncertificated Interests"), issued by JCP Master Credit Card
2
<PAGE>
Trust ("Trust"). As of the date hereof, there was one Certificateholder
of record for each of Series B, Series C and Series E. As of December
31, 1999, JCPenney, which indirectly wholly owns JCPR, had purchased in
the open market $430,690,000 of the Series B Certificates and the
Series C Certificates. As of December 31, 1999, $266,668,148 is still
outstanding. As of December 6, 1999, Star Receivables Funding, Inc.
("Star") had assumed the entire Series E Uncertificated Interests from
JCPR. As of December 6, 1999, Star had acquired, from JCPR, the
Exchangeable Certificate issued by the Trust and evidencing the
interest in the Trust not represented by the Certificates. As of
February 29, 2000, the Exchangeable Certificate represented principal
receivables aggregating approximately $612,596,606 or 42.24% of the
principal receivables held by the Trust.
6. Selected Financial Data.
Not applicable.
7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
----------------------
Not applicable.
7A. Quantitative and Qualitative Disclosures About Market Risk.
-----------------------------------------------------------
Not applicable.
8. Financial Statements and Supplementary Data.
--------------------------------------------
Not applicable.
9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure.
--------------------
None.
PART III
10. Directors and Executive Officers of the Registrant.
---------------------------------------------------
Not applicable.
11. Executive Compensation.
Not applicable.
12. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
(a) Security ownership of certain beneficial owners.
------------------------------------------------
The registrant has no knowledge as to beneficial ownership
of more than 5% of its voting securities held by
non-affiliates.
3
<PAGE>
(b) Security ownership of management.
---------------------------------
Not applicable.
(c) Changes in control.
-------------------
Not applicable.
13. Certain Relationships and Related Transactions.
-----------------------------------------------
None, except that information concerning the compensation paid to
Star and General Electric Capital Corporation by the Trust is
contained in Exhibits 99.1(a), 99.1(b) and 99.1(c) hereto, which is
incorporated herein by reference.
PART IV
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 (a) Annual Certificateholders'
Statement for the year ended
December 31, 1999 - Series B.
99.1 (b) Annual Certificateholders'
Statement for the year ended
December 31, 1999 - Series C.
99.1 (c) Annual Certificateholders'
Statement for the year ended
December 31, 1999 - Series E (Class
A).
99.2 Examination Report of Independent
Certified Public Accountants on the
Monthly Servicer's Certificates. The
Monthly Servicer's Certificates
referred to therein are not attached
to the Examination Report but will
be made available upon request.
(b) Reports on Form 8-K filed with respect to fiscal 1999.
------------------------------------------------------
Form 8-K dated February 16, 1999.
Form 8-K dated March 15, 1999.
Form 8-K dated April 15, 1999.
4
<PAGE>
Form 8-K dated May 17, 1999.
Form 8-K dated June 15, 1999.
Form 8-K dated July 15, 1999.
Form 8-K dated August 16, 1999.
Form 8-K dated September 15, 1999.
Form 8-K dated October 15, 1999.
Form 8-K dated November 15, 1999.
Form 8-K dated December 15, 1999.
Form 8-K dated January 18, 2000.
In each of such filings, Monthly Certificateholders'
Statements for Series B, C, and E were reported.
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.
STAR RECEIVABLES FUNDING, INC.,
on behalf of
JCP Master Credit Card Trust,
Dated: March 31, 2000 By /S/ Rick Davis
---------------
Rick Davis
Vice President and
Assistance Secretary
5
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/S/Richard A. Wacker
- --------------------
Richard A. Wacker President and March 31, 2000
a Director
/S/Steve A. Poulin
- ------------------
Steve A. Poulin Vice President and March 31, 2000
Secretary and a
Director
/S/Rick Davis
- -------------
Rick Davis Vice President and March 31, 2000
Assistant Secretary
/S/Gary Masso
- -------------
Gary Masso Vice President and March 31, 2000
Assistant Secretary
/S/Laura Dawson
- ---------------
Laura Dawson Vice President and March 31, 2000
Assistant Secretary
6
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
- ------- -------
99.1(a) Annual Certificateholders' Statement for the year ended December 31,
1999 - Series B
99.1(b) Annual Certificateholders' Statement for the year ended December 31,
1999 - Series C
99.1(c) Annual Certificateholders' Statement for the year ended December 31,
1999 - Series E (Class A)
99.2 Examination Report of Independent Certified Public Accountants on the
Monthly Servicer's Certificates
7
EXHIBIT 99.1(a)
ANNUAL CERTIFICATEHOLDERS' STATEMENT 1.
GENERAL ELECTRIC CAPITAL CORPORATION
---------------------------------------
JCP MASTER CREDIT CARD TRUST
---------------------------------------
8.95% ASSET BACKED CERTIFICATES
SERIES B
CUSIP NO. 466115AB8
Under Section 5.2 of the Master Pooling and Servicing Agreement dated
as of September 5, 1988, as amended by Amendment No. 1 dated as of October 15,
1997 and Amendment No. 2 dated as of October 15, 1999 and as supplemented by the
Series A, Series B, Series C, Series D and Series E Supplements thereto (as so
amended and supplemented, the "Pooling and Servicing Agreement"), by and among
JCP Receivables, Inc., J.C.Penney Company, Inc. ("JCPenney"), as Servicer and
The Fuji Bank and Trust Company (the "Trustee"), General Electric Capital
Corporation (as the successor and assign of JCPenney pursuant to the Assignment
and Assumption Agreement dated as of December 6, 1999) is required to prepare
certain information for each Series in aggregate for the year regarding current
distributions to Certificateholders of such Series and the performance of the
JCP Master Credit Card Trust (the "Trust") during the year of 1999. The
information which is required to be prepared with respect to the performance of
the Trust during the year of 1999, (January 1, 1999 through December 31, 1999)
is set forth below. Certain of the information is presented on the basis of an
original principal amount of $1,000 per Investor Certificate of this Series (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Certificate
have their respective meanings set forth in the Pooling and Servicing Agreement.
A. Information Regarding the Aggregate Annual Distributions
(Stated on the Basis of $1,000 Original Certificate Principal
Amount) for this Series.
<TABLE>
<S> <C>
1. The total amount of the distribution to
Certificateholders per $1,000 original Certificate
Principal amount ................................... $ 867.65
2. The amount of the distribution set forth in paragraph
1 above allocable to Certificate Principal, per
$1,000 original Certificate Principal amount........ $ 805.52
Page 1
<PAGE>
3. The amount of the distribution set forth in paragraph
1 above allocable to Certificate Interest, per $1,000
original Certificate Principal amount............... $ 62.14
B. Information Regarding the Performance of the Trust.
---------------------------------------------------
1. Collection of Principal Receivables
-----------------------------------
(a) The aggregate amount of Collections of Principal
Receivables processed which were allocated in respect
of the Certificates of this Series.................. $ 533,539,373
(b) The Discounted Percentage in Respect of the
Collections of Principal Receivables set forth in
paragraph 1.(a)above................................ 0.00%
(c) The net amount of Collections of Principal
Receivables processed which were allocated in respect
of the Certificates of this Series.................. $ 533,539,373
2. Collection of Finance Charge Receivables
----------------------------------------
(a) The aggregate amount of Collections of Finance Charge
Receivables processed which were allocated in respect
of the Certificates of this
Series.............................................. $ 53,814,952
(b) The aggregate amount of Discount Option Receivable
Collections which were allocated in respect of the
Certificates of this Series......................... $ 0.00
(c) The portion of Collections of Finance Charge
Receivables set forth in paragraph 2.(a) above which
were allocated in respect of the Certificates of
other Series........................................ $ 0.00
(d) The net amount of Collections of Finance Charge
Receivables which were allocated in respect of the
Certificates of this Series......................... $ 53,814,952
Page 2
<PAGE>
3. Net Recoveries
--------------
The aggregate amount of Net Recoveries which were allocated in
respect of the Certificates of this Series................... $ 0.00
4. Principal Receivables in the Trust
----------------------------------
(a) The aggregate amount of Principal Receivables in the
Trust as of the end of the day on the last day of
1999 (which reflects the Principal Receivables
represented by the JCPR Amount and by the Aggregate
Investor Amount).................................... $1,666,653,368
(b) The amount of Principal Receivables in the Trust
represented by the Aggregate Investor Amount as of
the end of the day on the last day of 1999
.................................................... $ 860,754,636
(c) The Aggregate Investor Amount set forth in paragraph
4(b) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 4(a)
above as of the end of the day on the last day of
1999................................................ 51.65%
(d) The Aggregate Investor Amount for this Series as a
percentage of the aggregate amount of Principal
Receivables in the Trust as set forth in paragraph
4(a) above.......................................... 4.08%
5. Delinquent Balances
-------------------
The aggregate amount of outstanding balances in the Accounts
in the Trust which were delinquent as of the end of the day on
the last day of 1999:
Aggregate
Account
Balance
-------
(a) 1 month: ........................ $29,216,674
(b) 2 months: ....................... 14,070,333
(c) 3 months: ....................... 10,826,898
(d) 4 months: ....................... 8,009,031
(e) 5 months: ....................... 282
(f) 6 or more months: ............... 0
Total: $ 62,123,218
Page 3
<PAGE>
6. Investor Default Amount
-----------------------
The aggregate amount of the Investor Default Amount
which was allocated in respect of the Certificates of
this Series for 1999................................ $ 12,678,331
7. Investor Charge Offs; Reimbursement of Charge Offs
--------------------------------------------------
(a) The aggregate amount of Investor Charge Offs
which was allocated in respect of the
Certificates of this Series for
1999....................................... $ 0.00
(b) The amount of the Investor Charge Offs set
forth in paragraph 7(a) above, per $1,000
original Certificate Principal amount (which
will have the effect of reducing pro rata,
the amount of each Certificateholder's
investment) allocated to this Series for
1999....................................... $ 0.00
(c) The aggregate amount reimbursed to the Trust
in 1999 from drawings under the Letter of
Credit in respect of Investor Charge Offs in
prior months............................... $ 0.00
(d) The amount set forth in paragraph 7(c)
above, per $1,000 original Certificate
Principal amount (which will have the effect
of increasing, pro rata, the amount of each
Certificateholder's investment) allocated to
this Series................................ $ 0.00
8. Investor Annual Servicing Fee
-----------------------------
The aggregate amount of the Investor Monthly
Servicing Fee for this Series for 1999 payable by the
Trust to the Servicer............................... $ 1,822,521
9. Investor Annual Facility Fee
----------------------------
The aggregate amount of the Investor Monthly Facility
Fee for this Series for 1999 payable by the Trust to
JCPR................................................ $ 3,037,531
Page 4
<PAGE>
10. Available L/C Amount
--------------------
The Available L/C Amount as of the close of business
on the last day of 1999 specified above for this
Series.............................................. $ 17,500,000
C. The Pool Factor.
---------------
The Pool Factor (which represents the ratio of the
Adjusted Investor Amount for this Series as of the
end of the last day of 1999 to the applicable Initial
Investor Amount). (The amount of a
Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the original
denomination of the Holder's Certificate by the Pool
Factor)............................................. 0.194491
</TABLE>
GENERAL ELECTRIC CAPITAL CORPORATION,
as Servicer
By: /s/ Michael W. Towe
--------------------------------------
Title: Attorney-in-Fact
Page 5
EXHIBIT 99.1(b)
ANNUAL CERTIFICATEHOLDERS' STATEMENT 1.
GENERAL ELECTRIC CAPITAL CORPORATION
---------------------------------------
JCP MASTER CREDIT CARD TRUST
--------------------------------------
9.625% ASSET BACKED CERTIFICATES
SERIES C
CUSIP NO. 466115AC6
Under Section 5.2 of the Master Pooling and Servicing Agreement dated
as of September 5, 1988, as amended by Amendment No. 1 dated October 15, 1997,
and Amendment No. 2 dated as of October 15, 1999 and as supplemented by the
Series A, Series B, Series C, Series D and Series E Supplements thereto (as so
amended and supplemented, the "Pooling and Servicing Agreement"), by and among
JCP Receivables, Inc., J.C. Penney Company, Inc. ("JCPenney"), as Servicer and
The Fuji Bank and Trust Company (the "Trustee"), General Electric Capital
Corporation (as the successor and assign of JCPenney pursuant to the Assignment
and Assumption Agreement dated as of December 6, 1999) is required to prepare
certain infor- mation for each Series in aggregate for the year regarding
current distributions to Certificateholders of such Series and the performance
of the JCP Master Credit Card Trust (the "Trust") during the year of 1999. The
information which is required to be prepared with respect to the performance of
the Trust during the year of 1999, (January 1, 1999 through December 31, 1999)
is set forth below. Certain of the infor-mation is presented on the basis of an
original principal amount of $1,000 per Investor Certificate of this Series (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Certificate
have their respective meanings set forth in the Pooling and Servicing Agreement.
A. Information Regarding the Aggregate Annual Distributions (Stated on the
-----------------------------------------------------------------------
Basis of $1,000 Original Certificate Principal Amount) for this Series.
-----------------------------------------------------------------------
<TABLE>
<S> <C>
1. The total amount of the distribution to Certificateholders per
$1,000 original Certificate Principal amount................. $ 96.26
2. The amount of the distribution set forth in paragraph 1 above
allocable to Certificate Principal, per $1,000 original
Certificate Principal amount................................. $ 0.00
Page 2
<PAGE>
3. The amount of the distribution set forth in paragraph 1 above
allocable to Certificate Interest, per $1,000 original
Certificate Principal amount................................. $ 96.26
B. Information Regarding the Funding Accounts (Stated on the Basis of
------------------------------------------------------------------
$1,000 Original Certificate Principal Amount) for this Series.
--------------------------------------------------------------
1. The total amount on deposit in the Principal Funding Account
allocable to Certificate Principal per $1,000 original
Certificate Principal amount................................. $ 1,000.00
2. The total amount on deposit in the Interest Funding Account
allocable to Certificate Interest, per $1,000 original
Certificate amount........................................... $ 0.00
C. Information Regarding the Performance of the Trust.
---------------------------------------------------
1. Collection of Principal Receivables
-----------------------------------
(a) The aggregate amount of Collections of Principal
Receivables processed which were allocated in respect
of the Certificates of this
Series.............................................. $ (0)
(b) The Discounted Percentage in respect of the
Collections of Principal Receivables set forth in
paragraph 1.(a) above............................... 0.00%
(c) The net amount of Collections of Principal
Receivables processed which were allocated in respect
of the Certificates of this Series.................. $ 0.00
2. Collection of Finance Charge Receivables
----------------------------------------
(a) The aggregate amount of Collections of Finance Charge
Receivables processed which were allocated in respect
of the Certificates of this
Series.............................................. $ (0)
Page 2
<PAGE>
(b) The aggregate amount of Discount Option Receivable
Collections which were allocated in respect of the
Certificates of this Series......................... $ 0.00
(c) The aggregate amount of Collections of Finance Charge
Receivables processed in respect of the Certificates
of other Series which were allocated in respect of
the Certificates of this Series..................... $ 0.00
(d) The net amount of Collections of Finance Charge
Receivables which were allocated in respect of the
Certificates of this Series......................... $ (0)
3. Net Recoveries
--------------
The aggregate amount of Net Recoveries which were allocated in
respect of the Certificates of this Series................... $ 0.00
4. Principal Receivables in the Trust
----------------------------------
(a) The aggregate amount of Principal Receivables in the
Trust as of the end of the day on the last day of
1999 (which reflects the Principal Receivables
represented by the JCPR Amount and by the Aggregate
Investor Amount).................................... $1,666,653,368
(b) The amount of Principal Receivables in the Trust
represented by the Aggregate Investor Amount as of
the end of the day on the last day of 1999
.................................................... $ 860,754,636
(c) The Aggregate Investor Amount set forth in paragraph
4(b) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 4(a)
above as of the end of the day on the last day of
1999................................................ 51.65%
(d) The Aggregate Investor Amount for this Series as a
percentage of the aggregate amount of Principal
Receivables in the Trust as set forth in paragraph
4(a) above as of the end of the day on the last day
of 1999............................................. 0.00%
Page 3
<PAGE>
5. Delinquent Balances
-------------------
The aggregate amount of outstanding balances in the Accounts
in the Trust which were delinquent as of the end of the day on
the last day of 1999:
Aggregate
Account
Balance
-------
(a) 1 month: ........................ $29,216,674
(b) 2 months: ....................... 14,070,333
(c) 3 months: ....................... 10,826,898
(d) 4 months: ....................... 8,009,031
(e) 5 months: ....................... 282
(f) 6 or more months: ............... 0
Total: $ 62,123,218
6. Investor Default Amount
-----------------------
The aggregate amount of the Investor Default Amount which was
allocated in respect of the Certificates of this Series for
1999......................................................... $ 0.00
7. Investor Charge Offs; Reimbursement of Charge Offs
--------------------------------------------------
(a) The aggregate amount of Investor Charge Offs which
was allocated in respect of the Certificates of this
Series for 1999..................................... $ 0.00
(b) The amount of the Investor Charge Offs set forth in
paragraph 7(a) above, per $1,000 original Certificate
Principal amount (which will have the effect of
reducing pro rata, the amount of each
Certificateholder's investment) allocated to this
Series for 1999..................................... $ 0.00
(c) The aggregate amount reimbursed to the Trust in 1999
from drawings under the Letter of Credit in respect
of Investor Charge Offs in prior months............. $ 0.00
Page 4
<PAGE>
(d) The amount set forth in paragraph 7(c) above, per
$1,000 original Certificate Principal amount (which
will have the effect of increasing, pro rata, the
amount of each Certificateholder's investment)
allocated to this Series............................ $ 0.00
8. Investor Annual Servicing Fee
-----------------------------
The aggregate amount of the Investor Monthly Servicing Fee for
this Series for 1999 payable by the Trust to the Servicer
............................................................. $ 0
9. Investor Annual Facility Fee
----------------------------
The aggregate amount of the Investor Monthly Facility Fee for
this Series for 1999 payable by the Trust to JCPR
............................................................. $ 0
10. Available L/C Amount
--------------------
The Available L/C Amount as of the close of business on the
last day of 1999 for this Series............................. $ 0
D. The Pool Factor.
---------------
The Pool Factor (which represents the ratio of the Adjusted
Investor Amount for this Series as of the end of the last day
of 1999 to the applicable Initial Investor Amount). (The
amount of a Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the original
denomination of the Holder's Certificate by the Pool Factor)
............................................................. 0.0000000
</TABLE>
GENERAL ELECTRIC CAPITAL CORPORATION,
as Servicer
By: /s/ Michael W. Towe
--------------------------------------
Title: Attorney-in-Fact
Page 5
EXHIBIT 99.1(c)
ANNUAL CERTIFICATEHOLDERS' STATEMENT 1.
GENERAL ELECTRIC CAPITAL CORPORATION
---------------------------------------
JCP MASTER CREDIT CARD TRUST
---------------------------------------
5.50% ASSET BACKED CERTIFICATES
SERIES E (Class A)
CUSIP NO. 466115AE2
Under Section 5.2 of the Master Pooling and Servicing Agreement dated
as of September 5, 1988, as amended by Amendment No. 1 dated as of October 15,
1997 and Amendment No. 2 dated as of October 15, 1999 and as supplemented by the
Series A, Series B, Series C, Series D and Series E Supplements thereto (as so
amended and supplemented, the "Pooling and Servicing Agreement"), by and among
JCP Receivables Inc., JCPenney Company, Inc. ("JCPenney"), as Servicer and The
Fuji Bank and Trust Company (the "Trustee"), General Electric Capital
Corporation (as the successor and assign of JCPenney pursuant to the Assignment
and Assumption Agreement dated as of December 6, 1999) is required to prepare
certain information for each Series in aggregate for the year regarding current
distributions to Certificateholders of such Series and the performance of the
JCP Master Credit Card Trust (the "Trust") during the year of 1999. The
Information which is required to be prepared with respect to the performance of
the Trust during the year of 1999, January 1, 1999 through December 31, 1999, is
set forth below. Certain of the information is presented on the basis of an
original principal amount of $1,000 per Investor Certificate of Class A of this
Series (a "Certificate"). Certain other information is presented based on the
aggregate amounts for the Trust as a whole. Capitalized terms used in this
Certificate have their respective meanings set forth in the Pooling and
Servicing Agreement.
A. Information Regarding the Aggregate Annual Distribution (Stated on the
----------------------------------------------------------------------
Basis of $1,000 Original Certificate Principal Amount) for Class A of
---------------------------------------------------------------------
this Series.
------------
Page 1
<PAGE>
<TABLE>
<S> <C>
1. The total amount of the distribution to Certificateholders per
$1,000 original Certificate Principal amount................. $ 54.96
2. The amount of the distribution set forth in paragraph 1 above
allocable to Certificate Principal, per $1,000 original
Certificate Principal amount................................. $ 0.00
3. The amount of the distribution set forth in paragraph 1 above
allocable to Certificate Interest, per $1,000 original
Certificate Principal amount................................. $ 54.96
B. Information Regarding the Performance of the Trust.
---------------------------------------------------
1. Collection of Principal Receivables
-----------------------------------
(a) The aggregate amount of Collections of Principal
Receivables processed which were allocated in respect
of the Certificates of Class A of this Series....... $1,419,104,984
(b) The Discounted Percentage in Respect of the
Collections of Principal Receivables set forth in
paragraph 1.(a)above................................ 0.00%
(c) The net amount of Collections of Principal
Receivables processed which were allocated in respect
of the Certificates of Class A of this Series....... $1,419,104,984
Page 2
<PAGE>
2. Collection of Finance Charge Receivables
----------------------------------------
(a) The aggregate amount of Collections of Finance Charge
Receivables processed which were allocated in respect
of the Certificates of Class A of this
Series.............................................. $ 144,130,163
(b) The aggregate amount of Discount Option Receivable
Collections which were allocated in respect of the
Certificates of Class A of this Series.............. $ 0.00
(c) The portion of Collections of Finance Charge
Receivables set forth in paragraph 2.(a) above which
were allocated in respect of the Certificates of
other Series........................................ $ 0.00
(d) The net amount of Collections of Finance Charge
Receivables which were allocated in respect of the
Certificates of Class A of this Series.............. $ 144,130,163
3. Net Recoveries
--------------
The aggregate amount of Net Recoveries which were allocated in
respect of the Certificates of Class A of this Series........ $ 0.00
4. Principal Receivables in the Trust
----------------------------------
(a) The aggregate amount of Principal Receivables in the
Trust as of the end of the day on the last day of
1999 (which reflects the Principal Receivables
represented by the JCPR Amount and by the Aggregate
Investor Amount).................................... $1,666,653,368
Page 3
<PAGE>
(b) The amount of Principal Receivables in the Trust
represented by the Aggregate Investor Amount as of
the end of the day on the last day of 1999
.................................................... $ 860,754,636
(c) The Aggregate Investor Amount set forth in paragraph
4(b) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 4(a)
above as of the end of the day on the last day of
1999................................................ 51.65%
(d) The Aggregate Investor Amount for Class A of this
Series as a percentage of the aggregate amount of
Principal Receivables in the Trust as set forth in
paragraph 4(a) above as of the end of the day on the
last day of 1999.................................... 39.00%
5. Delinquent Balances
-------------------
The aggregate amount of outstanding balances in the Accounts
in the Trust which were delinquent as of the end of the day on
the last day of 1999:
Aggregate
Account
Balance
-------
(a) 1 month: ........................ $29,216,674
(b) 2 months: ....................... 14,070,333
(c) 3 months: ....................... 10,826,898
(d) 4 months: ....................... 8,009,031
(e) 5 months: ....................... 282
(f) 6 or more months: ............... 0
Total: $ 62,123,218
Page 4
<PAGE>
6. Investor Default Amount
-----------------------
The aggregate amount of the Investor Default Amount which was
allocated in respect of the Certificates of Class A of this
Series for 1999.............................................. $ 34,039,366
7. Investor Charge Offs; Reimbursement of Charge Offs
--------------------------------------------------
(a) The aggregate amount of Investor Charge Offs which
was allocated in respect of the Certificates of Class
A of this Series for 1999........................... $ 0.00
(b) The amount of the Investor Charge Offs set forth in
paragraph 7(a) above, per $1,000 original Certificate
Principal amount (which will have the effect of
reducing pro rata, the amount of each
Certificateholder's investment) allocated to Class A
of this Series for 1999............................. $ 0.00
(c) The aggregate amount reimbursed to the Trust in 1999
from drawings under the Letter of Credit in respect
of Investor Charge Offs in the prior year........... $ 0.00
(d) The amount set forth in paragraph 7(c) above, per
$1,000 original Certificate Principal amount (which
will have the effect of increasing, pro rata, the
amount of each Certificateholder's investment)
allocated to Class A of this Series................. $ 0.00
Page 5
<PAGE>
8. Investor Annual Servicing Fee
-----------------------------
The aggregate amount of the Investor Monthly
Servicing Fee for Class A of this Series for 1999
payable by the Trust to the Servicer................ $ 12,999,996
9. Investor Annual Facility Fee
----------------------------
The aggregate amount of the Investor Monthly Facility
Fee for Class A of this Series for 1999 payable by
the Trust to JCPR................................... $ 0.00
10. Available L/C Amount
--------------------
The Available L/C Amount as of the close of business
on the last day of 1999 for Class A of this Series... $ 0.00
C. The Pool Factor.
---------------
The Pool Factor (which represents the ratio of the
Adjusted Investor Amount for Class A of this Series
as of the end of the last day of 1999 to the
applicable Initial Investor Amount). (The amount of a
Certificateholder's pro rata share of the Investor
Amount can be determined by multiplying the original
denomination of the Holder's Certificate by the Pool
Factor).............................................. 1.000000
</TABLE>
GENERAL ELECTRIC CAPITAL CORPORATION,
as Servicer
By: /s/ Michael W. Towe
--------------------------------------
Title: Attorney-in-Fact
Page 7
EXHIBIT 99.2
------------
Independent Accountants' Report
-------------------------------
The Fuji Bank and Trust Company, Trustee
JCP Master Credit Card Trust:
We have examined the accompanying Monthly Servicer's Certificates for JCP Master
Credit Card Trust Asset Backed Certificates - Series B, Series C, and Series E
(Class A) for each of the months in the twelve-month period ended December 31,
1999. Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
such procedures as we considered necessary in the circumstances.
In our opinion, the Monthly Servicer's Certificates referred to above present,
in all material respects, the servicing information for JCP Master Credit Card
Trust Asset Backed Certificates - Series B, Series C, and Series E (Class A) for
each of the months in the twelve month period ended December 31, 1999, in
conformity with the terms and conditions as set forth in Subsection 3.4(c) of
the Master Pooling and Servicing Agreement dated as of September 5, 1988, and
amended by Amendment No. 1 dated as of October 15, 1997, and Amendment No. 2
dated as of October 15, 1999, and as supplemented by the Series B, Series C, and
Series E Supplements thereto by and among JCP Receivables, Inc. (JCPR), J. C.
Penney Company, Inc. (JCPenney), as Servicer, and The Fuji Bank and Trust
Company, as Trustee.
On October 15, 1999 and as amended on December 6, 1999, the Credit Card Asset
Purchase and Sale Agreement (Purchase Agreement) was made and entered into by
and among JCPenney, JCPenney Card Bank N.A. (JCP Bank), and JCPenney Properties,
Inc. (JCP Properties) (both wholly-owned subsidiaries of JCPenney), JCPR, and
General Electric Capital Corporation (GE Capital), Monogram Credit Card Bank of
Georgia (Monogram) (a wholly-owned subsidiary of GE Capital), and Star
Receivables Funding, Inc. (Star). Pursuant to the Purchase Agreement, JCPenney's
rights as servicer under the JCP Master Credit Card Trust were purchased by and
conveyed to GE Capital.
As provided in Amendment No. 2 to the Master Pooling and Servicing Agreement
referred to above, JCPenney, JCP Bank, JCP Properties, JCPR, GE Capital,
Monogram, and Star entered into an Assignment and Assumption Agreement dated as
of December 6, 1999 (Assumption Agreement) relating to the JCP Master Credit
Card Trust. Pursuant to the Assumption Agreement, GE Capital agreed to assume
and JCPenney agreed to convey all rights, obligations, and liabilities of
JCPenney as Servicer under the Master Pooling and Servicing Agreement referred
to above.
/s/ KPMG LLP
Dallas, Texas
March 27, 2000
