<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JCP MASTER CREDIT CARD TRUST
(ISSUER OF THE CERTIFICATES)
JCP RECEIVABLES, INC.
(ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6141 75-2231415
(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE NO.)
ORGANIZATION)
6501 LEGACY DRIVE, MAIL STOP 1318
PLANO, TEXAS 75024
(972) 431-2082
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHARLES R. LOTTER, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
J. C. PENNEY COMPANY, INC.
6501 LEGACY DRIVE
PLANO, TEXAS 75024
(972) 431-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JEFFREY J. VAWRINEK, ESQ. JAMES S. STRINGFELLOW, ESQ.
J. C. PENNEY COMPANY, INC. SKADDEN, ARPS, SLATE, MEAGHER & FLOM
6501 LEGACY DRIVE, MAIL STOP 1103 LLP
PLANO, TEXAS 75024 919 THIRD AVENUE
NEW YORK, NEW YORK 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-64649
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Class A Asset Backed
Certificates, Series
E..................... $100,000,000 100% $100,000,000 $27,800
</TABLE>
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(1)Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of
the Registration Statement on Form S-1 (Registration No. 333-64649), as
amended, of JCP Receivables, Inc., which was declared effective on November
19, 1998, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Plano,
State of Texas, on November 19, 1998.
JCP RECEIVABLES, INC.
As Originator of the Trust and as
Registrant
/s/ C. A. Walther
By: _________________________________
C. A. WALTHER
President
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ON FORM S-1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
M. S. Rich* Chairman of the Board; November 19, 1998
______________________________________ Director
M. S. RICH
/s/ C. A. Walther President (principal November 19, 1998
______________________________________ executive and financial
C. A. WALTHER officer); Director
Annette Williams* Secretary and Treasurer November 19, 1998
______________________________________ (principal accounting
ANNETTE WILLIAMS officer)
R. S. Funk* Director November 19, 1998
______________________________________
R. S. FUNK
J. J. Occhiogrosso* Director November 19, 1998
______________________________________
J. J. OCCHIOGROSSO
S. A. Saggese* Director November 19, 1998
______________________________________
S. A. SAGGESE
</TABLE>
*By: /s/ C. A. Walther
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C. A. WALTHER, ATTORNEY IN FACT
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
5 --Opinion of Charles R. Lotter, Esq. with respect to legality.
8 --Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, with respect to
tax matters.
23.1 --Consent of Charles R. Lotter, Esq. (included in Exhibit 5).
23.2 --Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 8).
24 --Power of Attorney (filed as Exhibit 24 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-64649) and
incorporated herein by reference).
</TABLE>
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<PAGE>
EXHIBIT 5
November 19, 1998
JCP Receivables, Inc.
6501 Legacy Drive - MS 1318
Plano, Texas 75024-3698
Re: JCP Receivables Inc.
Class A Asset Backed Certificates, Series E
Ladies and Gentlemen:
As the Executive Vice President, Secretary and General Counsel of J. C.
Penney Company, Inc., a Delaware corporation ("JCPenney"), I am familiar with
JCP Receivables, Inc., a Delaware corporation and an indirect wholly owned
subsidiary of JCPenney ("JCPR"), and the proposed offering by JCPR of Class A
Asset Backed Certificates, Series E ("Certificates"), to be issued pursuant to a
Master Pooling and Servicing Agreement, as amended, ("Pooling and Servicing
Agreement") among JCPR, JCPenney and The Fuji Bank and Trust Company, as Trustee
("Trustee"), as supplemented by the Series E Supplement ("Supplement") thereto
relating to the Certificates, by JCP Master Credit Card Trust, a trust
originated by JCPR and created under the Pooling and Servicing Agreement
("Trust").
In that connection I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for the purposes
of this opinion, including (a) the Certificate of Incorporation, as amended, and
the Bylaws of JCPR, (b) resolutions adopted by the Board of Directors of JCPR by
unanimous written consent dated as of September 25, 1998, and (c) the Pooling
and Servicing Agreement. In rendering such opinion, I have relied upon
certificates of officers of JCPR and public officials with respect to the
accuracy of factual matters in such certificates.
Based upon such examination, I am of the opinion that:
1. JCPR has been duly incorporated and is validly existing under the
laws of the State of Delaware.
2. The execution and delivery of the Pooling and Servicing Agreement by
JCPR has been duly authorized and constitutes a valid and binding obligation of
JCPR.
<PAGE>
3. The Supplement, when duly executed and delivered, will constitute a
valid and binding obligation of JCPR.
4. The Certificates, when duly executed by JCPR, authenticated by the
Trustee in accordance with the Pooling and Servicing Agreement and issued by the
Trust and sold by JCPR as contemplated by the Registration Statement (as defined
below), will be validly issued, fully paid and nonassessable and will be
entitled to the benefits of the Pooling and Servicing Agreement.
I hereby consent to the reference to me under the heading "Legal Matters"
in the prospectus included in the Registration Statement on Form S-1 relating to
the Certificates and filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933 ("Registration Statement") and to the filing of
this opinion as an exhibit to said Registration Statement.
Very truly yours,
/s/ Charles R. Lotter
Executive Vice President
Secretary and General Counsel
<PAGE>
EXHIBIT 8
November 19, 1998
JCP Receivables, Inc.
6501 Legacy Drive, Mail Stop 1318
Plano, Texas 75024
Re: JCP Master Credit Card Trust
Asset Backed Certificates, Series E
Ladies and Gentlemen:
In connection with the issuance of the Class A Asset Backed
Certificates, Series E (the "Certificates") pursuant to the Pooling and
Servicing Agreement dated as of September 5, 1988, as amended to the date
hereof, and the Series E supplement thereto (together, the "Agreement"),/1/
between JCP Receivables, Inc., J. C. Penney Company, Inc., as servicer, and The
Fuji Bank and Trust Company, as trustee, you have requested our opinion
regarding certain descriptions of tax consequences contained in the prospectus
(the "Prospectus") relating to the Certificates included in the Registration
Statement on Form S-1 being filed with the Securities and Exchange Commission
(the "Registration Statement").
Our opinion is based on an examination of the form of Agreement, the
Prospectus, the form of Certificates, and such other documents, instruments, and
information as we considered necessary. Our opinion is also based upon the
Internal Revenue Code of 1986, as amended, administrative rulings, judicial
decisions, Treasury regulations and other applicable authorities. The statutory
provisions, regulations, and interpretations on
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/1/ Capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Agreement.
<PAGE>
JCP Receivables, Inc.
November 19, 1998
Page 2
which our opinion is based are subject to changes, and such changes could apply
retroactively. In addition, there can be no assurance that positions contrary to
those stated in our opinion may not be taken by the Internal Revenue Service.
Based on the foregoing, it is our opinion that the statements in the
Registration Statement under the heading "Certain U.S. Federal Income Tax
Consequences," to the extent that they constitute matters of federal law or
legal conclusions with respect thereto, accurately describe the material Federal
income tax consequences to holders of the Certificates, under existing law and
the assumptions stated therein.
We express no opinion with respect to the matters addressed in this letter
other than as set forth above.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Skadden, Arps, Slate, Meagher & Flom LLP under
the captions "Prospectus Summary--Tax Status," "Certain U.S. Federal Income Tax
Consequences" and "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
