<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, 1996 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: 972-960-4611
------------
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>
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, 1996, 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, 1997, the Exchangeable Certificate
represented principal receivables aggregating approximately $1,013,316,314
or 58.12% 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.
8. Financial Statements and Supplementary Data.
--------------------------------------------
Not applicable.
2
<PAGE>
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
99.1 (a) Annual Certificateholders' Statement for the year ended
December 31, 1996 - Series B.
99.1 (b) Annual Certificateholders' Statement for the year ended
December 31, 1996 - Series C.
3
<PAGE>
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 1996.
------------------------------------------------------
Form 8-K dated February 15, 1996.
Form 8-K dated March 15, 1996.
Form 8-K dated April 15, 1996.
Form 8-K/A dated April 15, 1996.
Form 8-K dated May 15, 1996.
Form 8-K/A dated May 15, 1996.
Form 8-K dated June 17, 1996.
Form 8-K/A dated June 17, 1996.
Form 8-K dated July 15, 1996.
Form 8-K/A dated July 15, 1996.
Form 8-K dated August 15, 1996.
Form 8-K dated September 16, 1996.
Form 8-K dated October 15, 1996.
Form 8-K dated November 15, 1996.
Form 8-K dated December 16, 1996.
Form 8-K dated January 15, 1997.
In each of such filings, Monthly Certificateholders' Statements for
Series B and C were reported.
4
<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 28, 1997 By /s/ Catherine A. Walther
--------------------------
Catherine A. Walther
President
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/ C. A. Walther
- -------------------
C. A. Walther President (Principal Executive March 28, 1997
and Financial Officer);
Director
T. J. Zapletal*
- -------------------
T. J. Zapletal Secretary/Treasurer March 28, 1997
(Principal Accounting
Officer)
R. S. Funk*
- -------------------
R. S. Funk Director March 28, 1997
J. J. Occhiogrosso*
- -------------------
J. J. Occhiogrosso Director
March 28, 1997
M. S. Rich*
- -------------------
M. S. Rich Chairman of the Board; March 28, 1997
Director
S. A. Saggese*
- -------------------
S. A. Saggese Director March 28, 1997
*By /S/ C. A. Walther
-------------------
C. A. Walther
Attorney-in-Fact
6
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
- ------- -------
24 Power of Attorney
99.1(a) Annual Certificateholders' Statement for the year ended December 31,
1996 - Series B
99.1(b) Annual Certificateholders' Statement for the year ended December 31,
1996 - Series C
99.2 Examination Report of Independent Certified Public Accountants on the
Monthly Servicer's Certificate
7
<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, 1996 hereby constitutes and appoints M.
S. Rich 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, 1997.
/s/C. A. Walther /s/M. S. Rich
- ------------------------------- -----------------------
C. A. Walther M. S. Rich
President (Principal Executive Chairman of the Board; Director
and Financial Officer); Director
/s/T. J. Zapletal /s/J. J. Occhiogrosso
- -------------------------------- ---------------------
T. J. Zapletal J. J. Occhiogrosso
Secretary/Treasurer (Principal Director
Accounting Officer)
/s/R. S. Funk /s/S. A. Saggese
- -------------------------------- ----------------------
R. S. Funk S. A. Saggese
Director Director
<PAGE>
EXHIBIT 99.1(a)
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 1996, (January 1, 1996 through December 31, 1996),
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............. $ 89.52
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
</TABLE>
Page 1
<PAGE>
<TABLE>
<S> <C>
3. The amount of the distribution set forth
in paragraph 1 above allocable to
Certificate Interest, per $1,000
original Certificate Principal amount.... $ 89.52
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.............. $ 777,545,432
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.............. $ 66,781,323
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
1996 (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount)........... $ 1,989,361,565
(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 1996.............................. $ 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
1996............................. 36.44%
</TABLE>
Page 2
<PAGE>
<TABLE>
<S> <C>
(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........ 17.59%
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 1996:
Aggregate
Account
Balance
---------
(a) 1 month:............................. $ 68,021,865
(b) 2 months:............................ 26,474,512
(c) 3 months:............................ 18,283,535
(d) 4 months:............................ 14,064,616
(e) 5 months:............................ 8,125,719
(f) 6 or more months:.................... 0
Total: $ 134,970,247
6. Investor Default Amount
-----------------------
The aggregate amount of the Investor
Default Amount which was allocated in
respect of the Certificates of this
Series for 1996......................... $ 21,422,175
7. Investor Charge Offs;
---------------------
Reimbursement of Charge Offs
----------------------------
(a) The aggregate amount of Invester
Charge Offs which was allocated
in respect of the Certificates of
this Series for 1996............... $ 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 1996.................... $ 0.00
</TABLE>
Page 3
<PAGE>
<TABLE>
<S> <C>
(c) The aggregate amount reimbursed to the
Trust in 1996 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 1996 payable by the Trust to the
Servicer................................ $ 2,625,000
9. Investor Annual Facility Fee
----------------------------
The aggregate amount of the Investor
Monthly Facility Fee for this Series
for 1996 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
1996 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 1996 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
</TABLE>
J. C. PENNEY COMPANY, INC.,
as Servicer
By: /s/ M. Rich
------------------
Title : Credit Controller
Page 4
<PAGE>
EXHIBIT 99.1(b)
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 1996, (January 1, 1996 through
December 31, 1996), 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............. $ 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
</TABLE>
Page 1
<PAGE>
<TABLE>
<S> <C>
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.... $ 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.............. $ 833,084,391
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.............. $ 71,551,418
3. Net Recoveries
--------------
The aggregate amount of Net Recoveries
which were allocated in respect of the
Certificates of this Series.............. $ 0.00
</TABLE>
Page 2
<PAGE>
<TABLE>
<S> <C>
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
1996 (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount).......... $ 1,989,361,565
(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 1996............................. $ 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
1996................................ 36.44%
(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....... 18.85%
</TABLE>
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 1996:
<TABLE>
<CAPTION>
Aggregate
Account
Balance
-------
<S> <C>
(a) 1 month:.......................... $ 68,021,865
(b) 2 months:......................... 26,474,512
(c) 3 months:......................... 18,283,535
(d) 4 months:......................... 14,064,616
(e) 5 months:......................... 8,125,719
(f) 6 or more months:................. 0
Total: $ 134,970,247
</TABLE>
6. Investor Default Amount
-----------------------
Page 3
<PAGE>
<TABLE>
<S> <C>
The aggregate amount of the Investor
Default Amount which was allocated in
respect of the Certificates of this
Series for 1996......................... $ 22,952,330
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 1996................ $ 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 1996..................... $ 0.00
(c) The aggregate amount reimbursed
to the Trust in 1996 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 1996 payable by the Trust to the
Servicer............................... $ 2,812,500
</TABLE>
Page 4
<PAGE>
<TABLE>
<S> <C>
9. Investor Annual Facility Fee
----------------------------
The aggregate amount of the Investor
Monthly Facility Fee for this Series
for 1996 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
1996 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 1996 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
</TABLE>
J. C. PENNEY COMPANY, INC.,
as Servicer
By: /s/ M. Rich
-------------------
Title: Credit Controller
Page 5
<PAGE>
EXHIBIT 99.2
[LETTERHEAD OF KPMG PEAT MARWICK APPEARS HERE]
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 the months ended January 31,
February 29, July 31, August 31, September 30, October 31, November 30, and
December 31, 1996, and the accompanying Monthly Servicer's Certificates for JCP
Master Credit Card Trust for Series B and Series C, as amended, for the months
ended March 31, April 30, May 31, and June 30, 1996. 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, 1996, 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
Dallas, Texas
March 3, 1997
