<PAGE>
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, 1995 Commission file number: 0-17270
JCP MASTER CREDIT CARD TRUST
----------------------------
(Issuer of the Certificates)
JCP RECEIVABLES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2231415
------------------------ ------------------------
(State of incorporation) (I.R.S. Employer ID No.)
5001 Spring Valley Rd., Dallas, Texas 75244
- ------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 214-960-4611
------------
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
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 stock held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: None
-----------------------------------
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION J(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS
FORM WITH THE REDUCED DISCLOSURE FORMAT.
</PAGE>
<PAGE>
PART I
1. Business.
--------
Not applicable.
2. Properties.
----------
Not applicable.
3. Legal Proceedings.
-----------------
None.
4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
None.
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters.
---------------------------------------------------------------------
There is currently no established public trading market for the
8.95% Asset Backed Certificates - Series B or the 9.625% Asset
Backed Certificates - Series C (together, the "Certificates"),
issued by JCP Master Credit Card Trust ("Trust"). As of the date
hereof, there was one Certificateholder of record for each of
Series B and Series C. As of December 31, 1995, J. C. Penney
Company, Inc. ("JCPenney"), which indirectly wholly owns JCP
Receivables, Inc. ("JCPR"), had purchased in the open market
$430,690,000 of the Certificates. In addition, JCPR holds the
Exchangeable Certificate issued by the Trust and evidencing the
interest in the Trust not represented by the Certificates. As
of March 1, 1996, the Exchangeable Certificate represented
principal receivables aggregating $891,914,952 or 54.98% 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.
</PAGE>
<PAGE>
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.
(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 JCPR and JCPenney by the Trust is contained in Exhibits
99.1(a) and 99.1(b) 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:
--------
24 Power of Attorney
</PAGE>
<PAGE>
99.1 (a) Annual Certificateholders' Statement for the
year ended December 31, 1995 - Series B.
99.1 (b) Annual Certificateholders' Statement for the
year ended December 31, 1995 - Series C.
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 1995.
-----------------------------------------------------
Form 8-K dated February 15, 1995.
Form 8-K dated March 15, 1995.
Form 8-K dated April 17, 1995.
Form 8-K dated May 15, 1995.
Form 8-K dated June 15, 1995.
Form 8-K dated July 17, 1995.
Form 8-K dated August 15, 1995.
Form 8-K dated September 15, 1995.
Form 8-K dated October 16, 1995.
Form 8-K dated November 15, 1995.
Form 8-K dated December 15, 1995.
Form 8-K dated January 16, 1996.
In each of such filings, Monthly Certificateholders'
Statements for Series B and C were reported.
</PAGE>
<PAGE>
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.
JCP RECEIVABLES, INC., on behalf of
JCP Master Credit Card Trust,
Dated: March 27, 1996 By: /s/ Catherine A. Walther
------------------------
Catherine A. Walther
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 the registrant and in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ C. A. Walther
- -------------------
C. A. Walther President (Principal Executive March 27, 1996
and Financial Officer);
Director
T. J. Zapletal*
- -------------------
T. J. Zapletal Secretary/Treasurer March 27, 1996
(Principal Accounting
Officer)
R. S. Funk*
- -------------------
R. S. Funk Director March 27, 1996
J. J. Occhiogrosso*
- -------------------
J. J. Occhiogrosso Chairman of the Board;
Director March 27, 1996
M. S. Rich*
- -------------------
M. S. Rich Director March 27, 1996
S. A. Saggese*
- -------------------
S. A. Saggese Director March 27, 1996
G. R. Wiemers*
- -------------------
G. R. Wiemers Director March 27, 1996
*By /s/ C. A. Walther
-----------------
C. A. Walther
Attorney-in-Fact
</PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
- ------- -------
24 Power of Attorney
99.1(a) Annual Certificateholders' Statement for the
year ended December 31, 1995 - Series B
99.1(b) Annual Certificateholders' Statement for the
year ended December 31, 1995 - Series C
99.2 Examination Report of Independent Certified
Public Accountants on the Monthly Servicer's
Certificates
</PAGE>
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT each of the undersigned
directors and officers of JCP RECEIVABLES, INC., a Delaware
corporation, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities
Exchange Act of 1934, its Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 hereby constitutes and appoints
J. J. Occhiogrosso and C.A. Walther, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him or her and in his or her name, place, and
stead, in any and all capacities, to sign said Annual Report, which
is about to be filed, and any and all subsequent amendments to said
Annual Report and to file said Annual Report and each subsequent
amendment so signed, with all exhibits thereto, and any and all
documents in connection therewith, and to appear before the Securities
and Exchange Commission in connection with any matter relating to said
Annual Report and any subsequent amendments, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney as of the 21st day of March, 1996.
/s/ C. A. Walther /s/ J. J. Occhiogrosso
- -------------------------------- -----------------------------------
C. A. Walther J. J. Occhiogrosso
President (Principal Executive Chairman of the Board; Director
and Financial Officer); Director
/s/ T. J. Zapletal /s/ S. A. Saggese
- -------------------------------- -----------------------------------
T. J. Zapletal S. A. Saggese
Secretary/Treasurer (Principal Director
Accounting Officer)
/s/ R. S. Funk /s/ G. R. Wiemers
- -------------------------------- -----------------------------------
R. S. Funk G. R. Wiemers
Director Director
/s/ M. S. Rich
- --------------------------------
M. S. Rich
Director
</PAGE>
<PAGE>
ANNUAL CERTIFICATEHOLDERS' STATEMENT
J. C. PENNEY COMPANY, INC.
------------------------------------
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, (the "Pooling and Servicing Agreement") by and
between JCP Receivables, Inc., J. C. Penney Company, Inc. ("JCPenney"), as
Servicer and The Fuji Bank and Trust Company (the "Trustee"), JCPenney 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 previous year. The information which is required to be prepared
with respect to the performance of the Trust during the year of 1995,
(January 1, 1995 through December 31, 1995), 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 Monthly Distributions
---------------------------------------------------------
(Stated on the Basis of $1,000 Original Certificate
---------------------------------------------------
Principal Amount) for this Series.
---------------------------------
1. The total amount of the distribution to
Certificateholders per $1,000 original
Certificate Principal amount . . . . . . . . . $ 89.50
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>
<PAGE>
3. The amount of the distribution set forth
in paragraph 1 above allocable to
Certificate Interest, per $1,000
original Certificate Principal amount . . . . . $ 89.50
B. Information Regarding the Performance of the Trust.
--------------------------------------------------
1. Collection of Principal Receivables
-----------------------------------
The aggregate amount of Collections of
Principal Receivables processed which
were allocated in respect of the
Certificates of this Series . . . . . . . . . . $ 807,359,658
2. Collection of Finance Charge Receivables
----------------------------------------
The aggregate amount of Collections of
Finance Charge Receivables processed
which were allocated in respect of the
Certificates of this Series . . . . . . . . . . $ 65,360,899
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
1995 (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount). . . . . . . . . $1,891,733,552
(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 1995 . . . . . . . . . . . . . . . . . . $ 725,000,000
(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
1995 . . . . . . . . . . . . . . . . . . . . 38.32%
</PAGE>
<PAGE>
(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 . . . . . . . . 18.50%
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 1995:
Aggregate
Account
Balance
---------
(a) 1 month: . . . . . . . . . . . . . . . . . $ 57,155,302
(b) 2 months: . . . . . . . . . . . . . . . . . 23,162,404
(c) 3 months: . . . . . . . . . . . . . . . . . 15,369,040
(d) 4 months: . . . . . . . . . . . . . . . . . 12,721,897
(e) 5 months: . . . . . . . . . . . . . . . . . 6,238,309
(f) 6 or more months: . . . . . . . . . . . . . 0
Total: $114,646,952
6. Investor Default Amount
-----------------------
The aggregate amount of the Investor
Default Amount which was allocated in
respect of the Certificates of this
Series for 1995 . . . . . . . . . . . . . . . . $ 18,457,014
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 1995 . . . . . . . . . . . $ 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 1995 . . . . . . . . . . . . . $ 0.00
</PAGE>
<PAGE>
(c) The aggregate amount reimbursed
to the Trust in 1995 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 Monthly Servicing Fee
------------------------------
The aggregate amount of the Investor
Monthly Servicing Fee for this Series for
1995 payable by the Trust to the
Servicer . . . . . . . . . . . . . . . . . . . . $ 2,625,000
9. Investor Monthly Facility Fee
-----------------------------
The aggregate amount of the Investor
Monthly Facility Fee for this Series
for 1995 payable by the Trust to JCPR . . . . . $ 4,375,000
10. Available L/C Amount
--------------------
The Available L/C Amount as of the
close of business on the last day of
1995 specified above for this Series . . . . . . $ 42,000,000
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 1995 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) . . . . . . . . . . 1.0000000
J. C. PENNEY COMPANY, INC.,
as Servicer
By: /s/ M. Rich
----------------------
Title: Credit Controller
</PAGE>
<PAGE>
ANNUAL CERTIFICATEHOLDERS' STATEMENT
J. C. PENNEY COMPANY, INC.
------------------------------------
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 supplemented by the Series C Supplement dated
as of April 9, 1990, (together with the "Pooling and Servicing Agreement")
by and between JCP Receivables, Inc., J. C. Penney Company, Inc.
("JCPenney"), as Servicer and The Fuji Bank and Trust Company (the
"Trustee"), JCPenney 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 previous year. The information
which is required to be prepared with respect to the performance of the
Trust during the year of 1995, (January 1, 1995 through December 31, 1995),
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 Monthly Distributions
---------------------------------------------------------
(Stated on the Basis of $1,000 Original Certificate Principal
-------------------------------------------------------------
Amount) for this Series.
-----------------------
1. The total amount of the distribution to
Certificateholders per $1,000 original
Certificate Principal amount . . . . . . . . $ 96.25
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>
<PAGE>
3. The amount of the distribution set forth
in paragraph 1 above allocable to
Certificate Interest, per $1,000
original Certificate Principal
amount . . . . . . . . . . . . . . . . . . . $ 96.25
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 . . . $ 0.00
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
-----------------------------------
The aggregate amount of Collections of
Principal Receivables processed which
were allocated in respect of the
Certificates of this Series . . . . . . . . $ 865,028,203
2. Collection of Finance Charge Receivables
----------------------------------------
The aggregate amount of Collections of
Finance Charge Receivables processed
which were allocated in respect of the
Certificates of this Series . . . . . . . . $ 70,029,535
3. Net Recoveries
--------------
The aggregate amount of Net Recoveries
which were allocated in respect of the
Certificates of this Series . . . . . . . . $ 0.00
</PAGE>
<PAGE>
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
1995 (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount) . . . . . . $ 1,891,733,552
(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 1995 . . . . . . . . . . . . . . . . $ 725,000,000
(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
1995 . . . . . . . . . . . . . . . . . 38.32%
(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 . . . . . 19.82%
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 1995:
Aggregate
Account
Balance
---------
(a) 1 month: . . . . . . . . . . . . . . . . $ 57,155,302
(b) 2 months: . . . . . . . . . . . . . . . . 23,162,404
(c) 3 months: . . . . . . . . . . . . . . . . 15,369,040
(d) 4 months: . . . . . . . . . . . . . . . . 12,721,897
(e) 5 months: . . . . . . . . . . . . . . . . 6,238,309
(f) 6 or more months: . . . . . . . . . . . . 0
Total: $114,646,952
</PAGE>
<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 1995 . . . . . . . . . . . . . . . $ 19,775,372
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 1995 . . . . . . . . . . $ 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 1995 . . . . . . . . . . . . $ 0.00
(c) The aggregate amount reimbursed
to the Trust in 1995 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 Monthly Servicing Fee
------------------------------
The aggregate amount of the Investor
Monthly Servicing Fee for this Series
for 1995 payable by the Trust to the
Servicer . . . . . . . . . . . . . . . . . . $ 2,812,500
</PAGE>
<PAGE>
9. Investor Monthly Facility Fee
-----------------------------
The aggregate amount of the Investor
Monthly Facility Fee for this Series for
1995 payable by the Trust to JCPR . . . . . . $ 4,687,500
10. Available L/C Amount
--------------------
The Available L/C Amount as of the
close of business on the last day of
1995 specified above for this Series . . . . $ 45,000,000
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 1995 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) . . . . . . . 1.0000000
J. C. PENNEY COMPANY, INC.,
as Servicer
By: /s/ M. Rich
-------------------
Title: Credit Controller
</PAGE>
<PAGE>
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 for Series B and Series C for each of the months
in the twelve month period ended December 31, 1995. 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 for Series B and Series C for each of the months in the
twelve month period ended December 31, 1995, 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 among JCP Receivables,
Inc., as Seller, J.C. Penney Company, Inc. as Servicer, and The Fuji Bank
and Trust Company, as Trustee.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
March 1, 1996
</PAGE>
