<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, 1997 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.)
6501 Legacy Drive, MS 1318, Plano, Texas 75024
________________________________________ ______________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 972-431-2082
____________
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 or non-voting common equity held by non-
affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: None
___________________________________
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
I(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, 1997, 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 February 28, 1998, the Exchangeable Certificate
represented principal receivables aggregating approximately
$1,056,877,877 or 63.59% 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.
Page 2
<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 3
<PAGE>
99.1 (a) Annual Certificateholders' Statement for the year
ended December 31, 1997 - Series B.
99.1 (b) Annual Certificateholders' Statement for the year
ended December 31, 1997 - 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 1997.
______________________________________________________
Form 8-K dated February 18, 1997.
Form 8-K dated March 17, 1997.
Form 8-K dated April 15, 1997.
Form 8-K dated May 15, 1997.
Form 8-K dated June 16, 1997.
Form 8-K dated July 15, 1997.
Form 8-K dated August 15, 1997.
Form 8-K dated September 15, 1997.
Form 8-K dated October 15, 1997.
Form 8-K dated November 12, 1997.
Form 8-K dated November 17, 1997.
Form 8-K dated December 15, 1997.
Form 8-K dated January 15, 1998.
In each of such filings other than the Form 8-K dated
November 12, 1997, Monthly Certificateholders' Statements
for Series B and C were reported. The Form 8-K dated
November 12, 1997 reported certain amendments to the
Master Pooling and Servicing Agreement dated as of
September 5, 1988, by and between JCP Receivables, Inc.,
J. C. Penney Company, Inc., as Servicer and The Fuji Bank
and Trust Company.
Page 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 25, 1998 By /S/ Catherine A. Walther
___________________________
Catherine A. Walther
President
Page 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 25, 1998
and Financial Officer);
Director
A. Williams*
___________________
A. Williams Secretary/Treasurer March 25, 1998
(Principal Accounting
Officer)
R. S. Funk*
___________________
R. S. Funk Director March 25, 1998
J. J. Occhiogrosso*
___________________
J. J. Occhiogrosso Director March 25, 1998
M. S. Rich* Chairman of the Board; March 25, 1998
___________________
M. S. Rich Director
S. A. Saggese*
___________________
S. A. Saggese Director March 25, 1998
*By /S/ C. A. Walther
____________________
C. A. Walther
Attorney-in-Fact
Page 6
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
_______ _______
24 Power of Attorney
99.1(a) Annual Certificateholders' Statement for the year ended December
31, 1997 - Series B
99.1(b) Annual Certificateholders' Statement for the year ended December
31, 1997 - Series C
99.2 Examination Report of Independent Certified Public Accountants on
the Monthly Servicer's Certificate
Page 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, 1997
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 19th day of March, 1998.
/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/A. Williams /S/J. J. Occhiogrosso
_______________________________ _______________________
A. Williams 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>
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, as amended by Amendment No. 1 dated as of
October 15, 1997 (as amended, 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 1997, (January 1, 1997
through December 31, 1997) 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.
________________________
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
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.................................. $ 89.52
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.... $ 724,692,470
(b) The Discounted Percentage in
Respect of the Collections of
Principal Receivables set forth in
paragraph 1.(a)above............... 1.30%
(c) The net amount of Collections of
Principal Receivables processed
which were allocated in respect of
the Certificates of this Series.... $ 723,897,315
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............................. $ 68,223,282
(b) The aggregate amount of Discount
Option Receivable Collections which
were allocated in respect of the
Certificates of this Series........ $ 795,154
(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... $ 99,000
(d) The net amount of Collections of
Finance Charge Receivables which
were allocated in respect of the
Certificates of this Series........ $ 68,919,436
3. Net Recoveries
______________
The aggregate amount of Net Recoveries
which were allocated in respect of the
Certificates of this Series............. $ 0.00
Page 2
<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
1997 (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount)......... $1,955,823,825
(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 1997 ........................... $ 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
1997............................... 37.07%
(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...... 17.90%
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 1997:
Aggregate
Account
Balance
_______
(a) 1 month: .......................... $ 64,184,899
(b) 2 months: .......................... 27,948,542
(c) 3 months: .......................... 20,997,699
(d) 4 months: .......................... 17,295,995
(e) 5 months: .......................... 7,706,542
(f) 6 or more months: .................. 0
Total: $ 138,133,677
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 1997......................... $ 25,040,348
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 1997............... $ 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 1997.................... $ 0.00
(c) The aggregate amount reimbursed
to the Trust in 1997 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 1997 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 1997 payable by the Trust to
JCPR ................................... $ 4,374,996
Page 4
<PAGE>
10. Available L/C Amount
____________________
The Available L/C Amount as of the
close of business on the last day of
1997 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 1997 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
/S/ M. Rich
By: ___________________________
Title: Credit Controller
Page 5
<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 amended by Amendment
No. 1 dated October 15, 1997, and as supplemented by the Series C
Supplement dated as of April 9, 1990, as amended by Amendment No. 1
dated October 15, 1997, (as amended and supplemented, 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 1997, (January 1, 1997 through December
31, 1997), 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.
_________________________
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 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.................................. $ 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
___________________________________
(a) The aggregate amount of Collections
of Principal Receivables processed
which were allocated in respect of
the Certificates of this
Series............................. $ 776,456,218
(b) The Discounted Percentage in
respect of the Collections of
Principal Receivables set forth in
paragraph 1.(a) above.............. 1.30%
(c) The net amount of Collections of
Principal Receivables processed
which were allocated in respect of
the Certificates of this Series.... $ 775,604,266
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............................. $ 73,096,374
Page 2
<PAGE>
(b) The aggregate amount of Discount
Option Receivable Collections which
were allocated in respect of the
Certificates of this Series........ $ 851,951
(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........ $ 99,000
(d) The net amount of Collections of
Finance Charge Receivables which
were allocated in respect of the
Certificates of this Series ....... $ 74,047,325
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
1997 (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount)......... $1,955,823,825
(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 1997............................ $ 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
1997............................... 37.07%
(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...... 19.17%
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 1997:
Page 3
<PAGE>
Aggregate
Account
Balance
_______
(a) 1 month: .......................... $ 64,184,899
(b) 2 months: .......................... 27,948,542
(c) 3 months: .......................... 20,997,699
(d) 4 months: .......................... 17,295,995
(e) 5 months: .......................... 7,706,542
(f) 6 or more months: .................. 0
Total: $ 138,133,677
6. Investor Default Amount
_______________________
The aggregate amount of the Investor
Default Amount which was allocated in
respect of the Certificates of this
Series for 1997......................... $ 26,828,947
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 1997............... $ 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 1997.................... $ 0.00
(c) The aggregate amount reimbursed to
the Trust in 1997 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
Page 4
<PAGE>
8. Investor Annual Servicing Fee
_____________________________
The amount of the Investor Monthly
Servicing Fee for this Series for
1997 payable by the Trust to the
Servicer................................ $ 2,812,500
9. Investor Annual Facility Fee
____________________________
The amount of the Investor Monthly
Facility Fee for this Series for
1997 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
1997 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 1997 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
/S/ M. Rich
By: ___________________________
Title: Credit Controller
Page 5
<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, 1997. 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, 1997, 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 as of October 15, 1997, 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 6, 1998
