SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
JCP MASTER CREDIT CARD TRUST
- ------------------------------------------------------------------------------
(Issuer of the Certificates)
JCP RECEIVABLES, INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid:
- ------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- ------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
(1) Amount Previously Paid:
- ------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- ------------------------------------------------------------------------------
(3) Filing Party:
- ------------------------------------------------------------------------------
(4) Date Filed:
- ------------------------------------------------------------------------------
JCP RECEIVABLES, INC.
SOLICITATION STATEMENT
Statement Soliciting Consents of Certificateholders with respect to a
proposed Amendment of the Master Pooling and Servicing Agreement governing
the Certificates issued by:
JCP Master Credit Card Trust
8.95% Asset Backed Certificates, Series B (CUSIP No. 466115 AB8(1))
This solicitation statement (the "Solicitation Statement") is
furnished by JCP Receivables, Inc., a Delaware corporation ("JCPR"), as
originator of JCP Master Credit Card Trust (the "Trust"), to holders of the
8.95% Asset Backed Certificates, Series B issued by the Trust
(collectively, the "Investor Certificates") which represent undivided
interests in the Trust. This Solicitation Statement is being sent in
connection with the JCPR's solicitation (the "Solicitation") of consents
from the holders of the Investor Certificates (the "Investor
Certificateholders") as at the close of business on ________ __, 1999 (the
"Record Date") to the execution and delivery of a proposed amendment (the
"Amendment") to the Master Pooling and Servicing Agreement, dated as of
September 5, 1988 (the "Pooling and Servicing Agreement"), as supplemented
by the Series B Supplement thereto, dated as of October 6, 1989 (the
"Supplement" and, together with the Pooling and Servicing Agreement, the
"Agreement"), by and among JCPR, J. C. Penney Company, Inc. ("JCPenney"),
as servicer (in such capacity, the "Servicer") and The Fuji Bank and Trust
Company, as trustee (the "Trustee").
The date on which this Solicitation Statement is first being sent to
Investor Certificateholders is _______ __, 1999.
Approval of the Amendment requires the consent (the "Consent") of
holders of investor certificates evidencing undivided interests aggregating
not less than 66-2/3% of the unpaid principal amount of the outstanding
investor certificates (including the Investor Certificates) issued by the
Trust which are affected by the Amendment (the "Certificateholders'
Interest").
(Continued on next page)
THIS SOLICITATION STATEMENT IS DATED ON ________ __, 1999
- --------
(1) This CUSIP number has been assigned by Standard & Poor's Rating
Services, a Division of The McGraw-Hill Companies, Inc. and is
included solely for the convenience of the holders of the Investor
Certificates. Neither JCPR, JCPenney, nor the Trustee shall be
responsible for the selection or use of this CUSIP number, nor is any
representation made as to its correctness on the Investor
Certificates or as indicated herein or in any of the accompanying
documents.
The Amendment will be executed and delivered if Consents are obtained from
the holders of the required percentage of the Certificateholders' Interest
on or before the Solicitation Expiration Date (as defined below).
Furthermore, the Amendment will become effective only upon receipt by the
Trustee of letters from Standard & Poor's Ratings Services, a Division of
The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. (each,
the "Rating Agency" and, collectively, the "Rating Agencies"), confirming
that adoption of such Amendment will not result in a reduction or
withdrawal of their respective ratings of the Investor Certificates.
Holders of all of the investor certificates will be bound by the Amendment
in the event that the Amendment is adopted.
The term "Solicitation Expiration Date" means the earlier of (a) 5:00
p.m. New York City time on _______ __, 1999 or (b) 5:00 p.m. New York City
time on the date on which Consents are obtained from the holders of the
required percentage of the Certificateholders' Interest or, if extended by
JCPR, such subsequent time and date specified by JCPR. JCPR reserves the
right to extend the period during which Consents will be received from the
holders of the investor certificates (the "Solicitation Period") at any
time by giving written notice of such extension not later than the business
day following any previously announced Solicitation Expiration Date. JCPR
may extend the Solicitation Period any number of times.
Only a holder of an Investor Certificate (or such holder's authorized
legal representative) on the Record Date may execute a Consent, and such
Consent will be binding on all subsequent transferees of such Investor
Certificate. Any Investor Certificateholder who gives its Consent to the
Amendment on the accompanying Consent Form may not revoke such Consent. Any
Investor Certificateholder who opposes or abstains on the accompanying
Consent Form may revoke such opposition or abstention and give its Consent
to the Amendment (by delivering to Credit Suisse First Boston Corporation
such Consent on the accompanying Consent Form) at any time prior to the
Solicitation Expiration Date. If a properly executed Consent is returned
with no instructions given with respect to the Amendment, the Consent will
be deemed to be in favor of the Amendment.
Investor Certificateholders will have no rights of appraisal or
similar dissenters' rights in the event that the Amendment is adopted.
PURPOSE AND CONSEQUENCES OF THE AMENDMENT
General
The proposed Amendment provides specific conditions under which
JCPenney and JCPR may: (a) transfer all or a portion of JCPenney's or
JCPenney Card Bank, National Association's ("JCPenney Card Bank") credit
card accounts and the receivables arising under such accounts, which may
include the accounts relating to the Trust, and JCPenney's and JCPR's
remaining interest in the receivables arising under such accounts and all
of the related servicing functions and obligations to an entity, which may
be a non-affiliated entity and (b) in connection therewith, make other
amendments to the Agreement that are necessary or desirable to accomplish
any such transfer. Such conditions include the following, as more fully
described below under "Terms of the Amendment":
(a) the entity assuming such obligations of JCPenney and JCPR shall
have entered into an agreement providing for such assumption of
obligations;
(b) all filings required to perfect the interest of the Trustee for
the benefit of the investor certificateholders in the
receivables arising under the accounts relating to the Trust
shall have been duly made; and
(c) the Rating Agencies rating the investor certificates of the
Trust shall have confirmed in writing that the ratings of such
investor certificates will not be reduced or withdrawn as a
result of such amendment.
The Amendment will not adversely affect the Investor Certificateholders
in any material respect. The Amendment will conform the amendment provisions
of the Investor Certificates to certain amendment provisions applicable to
Series E of the Trust issued in 1998. Provisions similar in effect to the
Amendment are now applicable to many other credit card asset backed securities.
Further, prior to the adoption of the Amendment, the Rating Agencies
will confirm that the Amendment will not adversely affect their respective
ratings of the Investor Certificates. Following the Amendment, Investor
Certificateholders will continue to hold Investor Certificates with the
same material terms (including the same interest rate, scheduled
distributions and maturity) and with the same ratings as those currently
assigned.
Amendment Provisions of the Agreement
The Agreement provides that the Agreement and any supplement may be
amended from time to time by JCPR, JCPenney and the Trustee with the
consent of the holders of investor certificates evidencing undivided
interests aggregating not less than 66-2/3% of the aggregate principal
amount of all series adversely affected, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Agreement or any supplement or modifying in any manner
the rights of the investor certificateholders.
However, the Agreement also provides that no such amendment may (a)
reduce in any manner the amount of, or delay the timing of, distributions
which are required to be made on any investor certificate without the
consent of the holder thereof, (b) change the definition of or the manner
of calculating the investor amount, the investor percentage or the investor
default amount with respect to any series without the consent of each
investor certificateholder affected thereby (unless expressly stated in the
supplement under which a series is created) or (c) reduce the aforesaid
percentage required to consent to any such amendment, without the consent
of each investor certificateholder.
Purpose of the Amendment
The Amendment will set forth procedures pursuant to which JCPenney
and JCPR may transfer all or a portion of their interest in JCPenney's and
JCPenney Card Bank's credit card portfolios and the related servicing
functions and obligations to a third party selected by JCPenney and make
other changes in the Agreement determined to be necessary or desirable in
connection with the foregoing. The Trust's ownership interest in the
receivables for the benefit of investor certificateholders will not be
affected in any material respect by any such transfer permitted by the
terms of the Amendment.
TERMS OF THE AMENDMENT
The Amendment will add certain provisions, substantially in the
following form, to the Agreement:
(a) JCPenney and JCPR may transfer all or a portion of JCPenney's
or JCPenney Card Bank, National Association's consumer open end
credit card accounts and/or the receivables arising thereunder,
which may include all of the accounts relating to the Trust
(the "Accounts") and JCPenney's and JCPR's remaining interest
in the receivables arising thereunder (the "Receivables") and
in the Trust (collectively, the "Assigned Assets"), together
with all servicing functions and other obligations under the
applicable receivables purchase agreement relating to such
Assigned Assets (the "Receivables Purchase Agreement") and the
Agreement or relating to the transactions contemplated thereby
(collectively, the "Assumed Obligations"), to another entity
(the "Assuming Entity"), which may be an entity that is not
affiliated with JCPenney or JCPR, and make other changes to the
Agreement that are necessary or desirable to accomplish any
such transfer, without the consent or approval of any of the
investor certificateholders of the Trust, if the following
conditions are satisfied:
(i) the Assuming Entity, the Trustee and JCPenney or JCPR, as
the case may be, shall have entered into an assumption
agreement providing for the Assuming Entity to assume the
Assumed Obligations;
(ii) all filings required to perfect the interest of the
Trustee for the benefit of the investor
certificateholders in the Receivables arising under the
Accounts shall have been duly made and copies thereof
shall have been delivered to the Trustee;
(iii) the Rating Agencies rating the investor certificates of
the Trust shall have confirmed in writing that the
ratings of such investor certificates will not be reduced
or withdrawn;
(iv) the Trustee shall have received an opinion of counsel
with respect to clauses (i) and (ii) above; and
(v) the Trustee shall have received an opinion of counsel to
the effect that, for federal income tax purposes, (a)
such action will not adversely affect the tax
characterization as debt of investor certificates of any
outstanding series that were characterized as debt at the
time of their issuance, (b) following such action the
Trust will not be deemed to be an association (or
publicly traded partnership) taxable as a corporation and
(c) such action will not cause or constitute an event in
which gain or loss would be recognized by any holder of
an investor certificate or the Trust (unless, in the case
of a holder of an investor certificate, such holder shall
have consented to such action).
(b) After a permitted transfer and assumption, neither JCPenney nor
JCPR shall have further liability or obligation under the
Receivables Purchase Agreement or the Agreement, other than
those liabilities that arose prior to such transfer and
assumption, and JCPenney and JCPR shall remain liable for all
of their respective representations, warranties and covenants
made prior to such transfer and assumption.
By consenting to the Amendment, each Investor Certificateholder is
directing the Trustee to execute and deliver the Amendment.
RATING AGENCY CONFIRMATION
The effectiveness of the Amendment, by its terms, will be subject to
the receipt by the Trustee of letters from the Rating Agencies confirming
that such Amendment will not result in a reduction or withdrawal of their
respective ratings of the Investor Certificates.
FEDERAL INCOME TAX CONSIDERATIONS
Based on advice of tax counsel, JCPR believes that, under applicable
Treasury Regulations, the adoption of the Amendment would not be a
"significant modification" to the Investor Certificates. As a result, a
holder of Investor Certificates would not recognize gain or loss as a
result of the Amendment, and future tax consequences to holders would be
the same as if the Amendment had not been adopted.
However, no IRS ruling is being obtained that the adoption of the
Amendment is not a "significant modification." As a result, no assurance
can be given that the IRS would not disagree with this position, although
such disagreement is not believed likely. Moreover, the Amendment might
have other tax consequences to particular holders of Investor Certificates
in light of their own circumstances. As a result, the above discussion is
intended for general information only, and holders of Investor Certificates
should consult their own tax advisors in determining the federal, state,
local and other tax consequences of the Amendment.
CONSENTS
Authorization of the Amendment requires the consent of holders of
investor certificates representing not less than 66-2/3% of the
Certificateholders' Interest (excluding from such calculation investor
certificates owned by JCPR or JCPenney or any of their affiliates).
All of the investor certificates are held in the name of Cede & Co.,
whose address is 55 Water Street, New York, New York 10041. Cede & Co. is
the nominee name of The Depository Trust Company, which is a securities
depositary engaged in, among other things, the business of effecting
computerized book-entry transfers of securities deposited with its
participants, which are financial institutions such as brokerage firms and
banks.
PROCEDURE FOR CONSENT
Investor Certificateholders who are holders on the Record Date should
complete, sign and date the accompanying Consent in accordance with the
instructions set forth therein and deliver, by mail, by hand or by
telecopy, the Consent to Credit Suisse First Boston Corporation. A
postage-paid envelope is enclosed for that purpose. Only a holder of such
Investor Certificates (or such holder's authorized legal representative) on
the Record Date may execute a Consent.
If a Consent relates to fewer than all the Investor Certificates
owned by the Investor Certificateholder providing such Consent, such
Investor Certificateholder must indicate on the Consent the aggregate
dollar amount of the Certificateholders' Interest of the Investor
Certificates to which the Consent relates. Otherwise, the Consent will be
deemed to relate to all Investor Certificates owned by such holder at the
close of business on the Record Date.
The manner of obtaining Consents and of evidencing the authorization
of the execution thereof by Investor Certificateholders shall be determined
by the Trustee and shall be subject to such reasonable requirements as the
Trustee may prescribe.
REVOCATION OF CONSENTS
Any Investor Certificateholder who gives its Consent to the Amendment
may not revoke such Consent. Any Investor Certificateholder who opposes or
abstains with respect to the Amendment on the accompanying Consent Form may
revoke such opposition or abstention and give its Consent to the Amendment
(by delivering to Credit Suisse First Boston Corporation such Consent on
the accompanying Consent Form) at any time prior to the Solicitation
Expiration Date. IF A PROPERLY EXECUTED CONSENT IS RETURNED WITH NO
INSTRUCTIONS GIVEN WITH RESPECT TO THE AMENDMENT, THE CONSENT WILL BE
DEEMED TO BE IN FAVOR OF SUCH AMENDMENT.
EFFECTIVE DATE OF AMENDMENT
JCPR, JCPenney and the Trustee will execute the Amendment as soon as
practicable after the Solicitation Expiration Date if the requisite number
of Consents to such Amendment is obtained. The Amendment will be deemed to
become effective as of the day on which the Amendment is executed, subject
to receipt of confirmation from the Rating Agencies that such Amendment
will not result in a reduction or withdrawal of their current rating of the
Investor Certificates. After the Amendment becomes effective, it will bind
all Investor Certificateholders regardless of whether they consented to the
adoption of the Amendment.
OTHER MATTERS
Directors, officers and employees of JCPR and JCPenney may engage in
further solicitation of Consents by wire, mail or telephone or in person,
without compensation therefor other than reimbursement of expenses.
JCPR and JCPenney have retained Credit Suisse First Boston
Corporation to assist with the Solicitation.
All costs of the Solicitation will be borne by JCPR and JCPenney.
JCPR and/or JCPenney will pay brokerage houses and other custodians,
nominees and fiduciaries the reasonable out-of-pocket expenses incurred by
them in forwarding copies of this Solicitation Statement and the Consent
Form and any related documents to the beneficial owners of the Investor
Certificates held of record by such persons and in forwarding Consents to
their customers.
Consents should be sent to:
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10011
Attention: Ms. Clare Conlin, Vice President
Telecopy Number: (212) 325-8287
If you wish to obtain additional copies of the solicitation
materials, or if you have any questions regarding the solicitation
materials, please telephone Clare Conlin of Credit Suisse First Boston
Corporation at (212) 325-2747.
The mailing addresses of the principal executive offices of JCPR and
JCPenney are:
JCP Receivables, Inc.
6501 Legacy Drive, Mail Stop 1318
Plano, Texas 75024
J. C. Penney Company, Inc.
6501 Legacy Drive
Plano, Texas 75024
These addresses are set forth in order to comply with rules of the
Securities and Exchange Commission governing the Solicitation. Consents
should be delivered, mailed or telecopied only to Credit Suisse First
Boston Corporation at the above address. Under no circumstances should
Consents be mailed to JCPR or JCPenney.
PLEASE INDICATE YOUR CONSENT BY EXECUTING THE ENCLOSED CONSENT FORM
AND RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY
TELECOPY. YOUR FAILURE TO ACT WILL HAVE THE SAME EFFECT AS IF YOU HAD VOTED
AGAINST THE AMENDMENT.
ANNEX A
JCP MASTER CREDIT CARD TRUST
CONSENT
SOLICITED ON BEHALF OF JCP RECEIVABLES, INC.
UNDER THE MASTER POOLING AND SERVICING AGREEMENT
The undersigned holder of 8.95% Asset Backed Certificates, Series B
(the "Investor Certificates") issued by JCP Master Credit Card Trust
hereby:
__Consents to __Opposes __Abstains from voting on
the execution and delivery of the Amendment to the Master Pooling and
Servicing Agreement, by the Trustee on its behalf, under which the Investor
Certificates were issued, as set forth in the Solicitation Statement, dated
________ __, 1999 (the "Solicitation Statement"), by JCP Receivables, Inc.
("JCPR") to the holders of the Investor Certificates, which Amendment has
been proposed by JCPR.
If you indicate an amount in the following space, this Consent shall
be effective with respect to only the principal amount of Investor
Certificates indicated.
$_____________________
If you leave the preceding space blank, this Consent shall be
effective with respect to all Investor Certificates of which you are the
beneficial owner.
(Please sign and date below)
IF THIS CONSENT IS SIGNED BUT NOT MARKED ABOVE, IT WILL BE DEEMED TO
BE IN FAVOR OF THE AMENDMENT.
Signature_______________________ Date:______________, 1999
Medallion Guarantee:____________
(A member firm of a U.S. stock
exchange, a U.S. commercial bank
or another financial institution
that is a participant in the
Medallion Program must witness
your signature and stamp the
document with the appropriate
certification. A Notary Public is
NOT an eligible guarantor.)
Please date and sign as your name appears hereon and return in the
enclosed envelope or by telecopy as provided in the Solicitation Statement.
If acting as executor, administrator, trustee or guardian, you should so
indicate when signing. If the signer is a corporation, please sign the
corporate name by a duly authorized officer. If Investor Certificates are
held in the name of more than one person, each holder of Investor
Certificates should sign the Consent.
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
1 Letter to Investor Certificateholders
EXHIBIT 1
__________ __, 1999
To each holder of an interest in the 8.95%
Asset Backed Certificates, Series B
Issued by the JCP Master Credit Card Trust
Dear Investor Certificateholder:
JCP Receivables, Inc. ("JCPR") is seeking consent from Series B Investor
Certificateholders to effect an amendment to the Series B transaction
documents. Currently the Series B documentation does not give JCPR and
J. C. Penney the ability to effect a transfer of certain of their rights
and obligations relating to the accounts and receivables in the JCP Master
Credit Card Trust without further investor consent, an ability which is
included in most other credit card ABS transactions.
o The Series B Investor Certificates mature on October 15, 2001.
However, as scheduled, the Series B Investor Certificates began their
amortization in May 1999, and final payment in full is expected to be
made in mid-year 2000.
o The JCP Master Credit Card Trust, Series E, which was issued in
November of 1998, does include a provision substantially the same as
the proposed amendment.
o The amendment will allow JCPR and J. C. Penney to transfer such rights
and obligations relating to the accounts and receivables in the JCP
Master Credit Card Trust only upon the satisfaction of certain
conditions, including rating agency confirmations at such time.
o The amendment is intended to establish specific procedures under the
Series B documentation that will enable J. C. Penney to outsource
management of its credit card operations to a well-positioned,
third-party credit card provider and transfer to such provider the
interest in its credit card receivables portfolio. J. C. Penney
believes that any such transfer would strengthen the competitiveness
of the J. C. Penney credit card and improve overall retail sales of
J. C. Penney while preserving without material change the financing
arrangement established under the JCP Master Credit Card Trust.
o JCPR and J. C. Penney believe that any such transfer permitted by the
amendment will not adversely impact the Series B Investor
Certificateholders' interest in the JCP Master Credit Card Trust in
any material respect.
The amendment and the reasons why JCPR seeks your approval of the
adoption of the amendment are discussed in more detail in the enclosed
Solicitation Statement.
We are requesting that you consent to the proposed amendment. The requested
Consent Form and the Solicitation Statement are enclosed with this letter.
Please note that the Consent will not be effective until (1) holders of
investor certificates evidencing undivided interests aggregating not less
than 66-2/3% of the unpaid principal amount of the outstanding investor
certificates issued by the Trust which are affected by the Amendment have
consented to the amendment and (2) Moody's and Standard & Poor's have
confirmed that the amendment will not result in a withdrawal or a downgrade
of their ratings of the investor certificates.
Any holder of Series B Investor Certificates who gives its Consent to the
amendment may not revoke its Consent.
Please complete and return the enclosed Consent Form to:
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10011
Attention: Clare Conlin, Vice President
Please note that a Medallion Guarantee must be obtained in connection with
your signature on the Consent Form.
Our objective is to obtain the requisite number of Consents prior to
____________ ____, 1999. Thank you for your assistance and cooperation. If
you have any questions, please contact me.
Very truly yours,
C. A. Walther
President
