<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K
---------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
---------------
Date of Report (Date of earliest event reported) June 15, 1999
---------------
JCP MASTER CREDIT CARD TRUST
(Issuer of the Certificates)
JCP RECEIVABLES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17270 75-2231415
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification 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
<PAGE>
Item 7. Financial Statements and Exhibits.
---------------------------------
The following are filed as Exhibits to this Report:
99.1 Monthly Certificateholders' Statement - Series B
for the month ended May 31, 1999.
99.2 Monthly Certificateholders' Statement - Series C
for the month ended May 31, 1999.
99.3 Monthly Certificateholders' Statement - Series E
for the month ended May 31, 1999.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JCP RECEIVABLES, INC.
Date: June 15, 1999 By: /s/ Catherine A. Walther
------------------------
Catherine A. Walther
President
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
99.1 Monthly Certificateholders' Statement - Series B for
the month ended May 31, 1999.
99.2 Monthly Certificateholders' Statement - Series C for
the month ended May 31, 1999.
99.3 Monthly Certificateholders' Statement - Series E for
the month ended May 31, 1999.
<PAGE>
EXHIBIT 99.1
MONTHLY 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 each month regarding current distributions
to Certificateholders of such Series and the performance of the JCP Master
Credit Card Trust (the "Trust") during the previous month. The information
which is required to be prepared with respect to the Distribution Date of June
15, 1999, and with respect to the performance of the Trust during the month of
May, 1999, 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 Current Monthly Distribution
------------------------------------------------------
(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.............. $ 198.36
2. The amount of the distribution set
forth in paragraph 1 above allocable to
Certificate Principal, per $1,000
original Certificate Principal amount..... $ 190.91
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.......... $ 7.46
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............... $ 65,189,513
(b) The Discounted Percentage in Respect
of the Collections of Principal
Receivables set forth in paragraph
1.(a) above............................... 0.00%
(c) The net amount of Collections of
Principal Receivables processed which
were allocated in respect of the
Certificates of this Series............... $ 65,189,513
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.................................... $ 6,429,371
(b) The aggregate amount of Discount
Option Receivable Collections which
were allocated in respect of the
Certificates of this Series............... $ 0.00
(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.............. $ 0.00
(d) The net amount of Collections of
Finance Charge Receivables which
were allocated in respect of the
Certificates of this Series............... $ 6,429,371
Page 2
<PAGE>
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
such month (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount)............ $1,369,966,022
(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 such month......................... $1,075,865,762
(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............... 78.53%
(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......... 20.67%
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 such month:
<TABLE>
<CAPTION>
Aggregate
Account
Balance
-------
<S> <C>
(a) 1 month:......................... $ 39,597,496
(b) 2 months:........................ 15,023,929
(c) 3 months:........................ 12,021,805
(d) 4 months:........................ 9,746,474
(e) 5 months:........................ 75
(f) 6 or more months:................ 0
Total: $ 76,389,779
</TABLE>
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.................................... $ 1,627,652
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.......................... $ 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............................... $ 0.00
(c) The aggregate amount reimbursed
to the Trust in the current month
from drawings under the Letter of
Credit in respect of Investor
Charge Offs in prior months.......... $ 0.00
(d) The amount set forth in paragraph
7(c) above, per $1,000 original
Certificate Principal amount
(which will have the effect of
increasing, pro rata, the amount
--- ----
of each Certificateholder's
investment) allocated to this
Series............................... $ 0.00
8. Investor Monthly Servicing Fee
------------------------------
The amount of the Investor Monthly
Servicing Fee for this Series for the
preceding Monthly Period payable by
the Trust to the Servicer................. $ 218,750
9. Investor Monthly Facility Fee
-----------------------------
The amount of the Investor Monthly
Facility Fee for this Series for the
preceding Monthly Period payable by the
Trust to JCPR............................. $ 364,583
Page 4
<PAGE>
10. Available L/C Amount
--------------------
The Available L/C Amount as of the
close of business on the Distribution
Date specified above for this Series...... $ 33,981,940
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 such month 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)........... 0.809094
J. C. PENNEY COMPANY, INC.,
as Servicer
By: /s/ J. A. Hekele
-----------------------------
Title: Senior Accounting Manager
Page 5
<PAGE>
EXHIBIT 99.2
MONTHLY 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 each month regarding current
distributions to Certificateholders of such Series and the performance of
the JCP Master Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with respect to the
Funding Date of June 15, 1999, and with respect to the performance of the
Trust during the month of May, 1999, 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 Current Monthly Distribution
------------------------------------------------------
(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.............. $ 48.13
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............................................. $ 48.13
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.............. $ 1,000.00
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................... $ (0)
(b) The Discounted Percentage in respect
of the Collections of Principal
Receivables set forth in paragraph
1.(a) above................................... 0.00%
(c) The net amount of Collections of
Principal Receivables processed which
were allocated in respect of the
Certificates of this Series................... $ 0.00
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........................................ $ (0)
Page 2
<PAGE>
(b) The aggregate amount of Discount
Option Receivable Collections which
were allocated in respect of the
Certificates of this Series................ $ 0.00
(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................ $ 0.00
(d) The net amount of Collections of
Finance Charge Receivables which
were allocated in respect of the
Certificates of this Series................ $ (0)
3. Net Recoveires
--------------
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 such
month (which reflects the Principal
Receivables represented by the JCPR
Amount and by the Aggregate Investor
Amount).................................... $ 1,369,966,022
(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 such month.............................. $ 1,075,865,762
(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.................... 78.53%
(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.............. 0.00%
Page 3
<PAGE>
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 such month:
<TABLE>
<CAPTION>
Aggregate
Account
Balance
------------
<S> <C>
(a) 1 month:................................ $ 39,597,496
(b) 2 months:............................... 15,023,929
(c) 3 months:............................... 12,021,805
(d) 4 months:............................... 9,746,474
(e) 5 months:............................... 75
(f) 6 or more months:....................... 0.0
Total: $ 76,389,779
</TABLE>
6. Investor Default Amount
-----------------------
The aggregate amount of the Investor
Default Amount which was allocated in
respect of the Certificates of this
Series....................................... $ 0.00
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 ......................... $ 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.................................. $ 0.00
(c) The aggregate amount reimbursed
to the Trust in the current month
from drawings under the Letter of
Credit in respect of Investor
Charge Offs in prior months............. $ 0.00
Page 4
<PAGE>
(d) The amount set forth in paragraph
7(c) above, per $1,000 original
Certificate Principal amount
(which will have the effect of
increasing, pro rata, the amount
--- ----
of each Certificateholder's
investment) allocated to this
Series.............................. $ 0.00
8. Investor Monthly Servicing Fee
------------------------------
The amount of the Investor Monthly
Servicing Fee for this Series for the
preceding Monthly Period payable by
the Trust to the Servicer................. $ 0
9. Investor Monthly Facility Fee
-----------------------------
The amount of the Investor Monthly
Facility Fee for this Series for the
preceding Monthly Period payable by the
Trust to JCPR............................. $ 0
10. Available L/C Amount
--------------------
The Available L/C Amount as of the
close of business on the Distribution
Date specified above for this Series...... $ 18,750,000
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 such month 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)........... 0.0000000
J. C. PENNEY COMPANY, INC.,
as Servicer
By: /s/ J. A. Hekele
----------------------------
Title: Senior Accounting Manager
Page 5
<PAGE>
EXHIBIT 99.3
MONTHLY CERTIFICATEHOLDERS' STATEMENT
J. C. PENNEY COMPANY, INC.
----------------------------------
JCP MASTER CREDIT CARD TRUST
----------------------------------
5.50% ASSET BACKED CERTIFICATES
SERIES E (Class A)
CUSIP NO. 466115AE2
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 each month regarding current distributions
to Certificateholders of such Series and the performance of the JCP Master
Credit Card Trust (the "Trust") during the previous month. The information
which is required to be prepared with respect to the Distribution Date of June
15, 1999, and with respect to the performance of the Trust during the month of
May, 1999, 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
Class A 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 Current Monthly Distribution
------------------------------------------------------
(Stated on the Basis of $1,000 Original Certificate
----------------------------------------------------
Principal Amount) for Class A of this Series.
---------------------------------------------
1. The total amount of the distribution to
Certificateholders per $1,000 original
Certificate Principal amount............. $ 4.58
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....... $ 4.58
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 Class A of this
Series................................. $ 121,066,238
(b) The Discounted Percentage in Respect
of the Collections of Principal
Receivables set forth in paragraph
1.(a) above............................ 0.00%
(c) The net amount of Collections of
Principal Receivables processed which
were allocated in respect of the
Certificates of Class A of this
Series................................. $ 121,066,238
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
Class A of this Series................. $ 11,940,261
(b) The aggregate amount of Discount
Option Receivable Collections which
were allocated in respect of the
Certificates of Class A of
this Series............................ $ 0.00
(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........... $ 0.00
(d) The net amount of Collections of
Finance Charge Receivables which
were allocated in respect of the
Certificates of Class A of this
Series................................. $ 11,940,261
Page 2
<PAGE>
3. Net Recoveries
--------------
The aggregate amount of Net Recoveries
which were allocated in respect of the
Certificates of Class A 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
such month (which reflects the
Principal Receivables represented
by the JCPR Amount and by the
Aggregate Investor Amount)................ $ 1,369,966,022
(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 such month............................. $ 1,075,865,762
(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................... 78.53%
(d) The Aggregate Investor Amount for
Class A of this Series as a percentage
of the aggregate amount of Principal
Receivables in the Trust as set
forth in paragraph 4(a) above............. 47.45%
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 such month:
Page 3
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Account
Balance
------------
<S> <C>
(a) 1 month:...................... $39,597,496
(b) 2 months:..................... 15,023,929
(c) 3 months:..................... 12,021,805
(d) 4 months:..................... 9,746,474
(e) 5 months:..................... 75
(f) 6 or more months:............. 0
Total: $76,389,779
</TABLE>
6. Investor Default Amount
-----------------------
The aggregate amount of the Investor
Default Amount which was allocated in
respect of the Certificates of Class A of
this Series............................... $ 3,022,781
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
Class A of this Series............... $ 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 Class A of this
Series............................... $ 0.00
(c) The aggregate amount reimbursed
to the Trust in the current month
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 Class A
of this Series....................... $ 0.00
Page 4
<PAGE>
8. Investor Monthly Servicing Fee
------------------------------
The amount of the Investor Monthly
Servicing Fee for Class A of this Series
for the preceding Monthly Period payable
by the Trust to the Servicer.............. $ 1,083,333
9. Investor Monthly Facility Fee
-----------------------------
The amount of the Investor Monthly
Facility Fee for Class A of this Series
for the preceding Monthly Period payable
by the Trust to JCPR...................... $ 0
10. Available L/C Amount
--------------------
The Available L/C Amount as of the
close of business on the Distribution
Date specified above for Class A of
this Series............................... $ 0
C. The Pool Factor.
----------------
The Pool Factor (which represents the
ratio of the Adjusted Investor Amount
for Class A of this Series as of the
end of the last day of such month 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)........... 1.000000
J. C. PENNEY COMPANY, INC.,
as Servicer
By: /s/ J. A. Hekele
-----------------------------
Title: Senior Accounting Manager
Page 5
