SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2000
Commission file number 0-21118
PRIME RECEIVABLES CORPORATION
(Originator of Prime Credit Card Master Trust)
(Exact name of registrant as specified in its charter)
Delaware 31-1359594
(State of Incorporation) (I.R.S. Employer Identification No.)
7 West Seventh Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 513-579-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
6.75% Class A Asset Backed Certificates, Series 1995-1
6.90% Class B Asset Backed Certificates, Series 1995-1
6.70% Class A Asset Backed Certificates, Series 1996-1
6.85% Class B Asset Backed Certificates, Series 1996-1
The registrant 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 and has been subject to such filing
requirements for the past 90 days.
Disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not required.
PART I
Item 2. Properties
Exhibit 99.1 to this Report sets forth certain
information relating to the fiscal year ended January 29, 2000
("Fiscal Year 1999") of Prime Credit Card Master Trust (the
"Trust"). Such information, which was derived from monthly
settlement statements relating to such period which were
delivered to The Chase Manhattan Bank, successor in interest to
Chemical Bank ("Chase Bank"), as Trustee, pursuant to the Amended
and Restated Pooling and Servicing Agreement, dated as of
December 15, 1992, among Prime Receivables Corporation (the
"Company"), Federated Department Stores, Inc. ("Federated"), as
Servicer (which has been succeeded in such capacity by FDS
National Bank ("FDS")), and Chase Bank, as Trustee, as
supplemented and amended (the "Pooling and Servicing Agreement"),
is incorporated herein by this reference.
Item 3. Legal Proceedings
Federated and its subsidiaries, including FDS, are
involved in various proceedings that are incidental to the normal
course of their businesses. The Company does not expect that any
of such proceedings will have a material adverse effect on the
credit card receivables held by the Trust.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
As of March 31, 2000, the following certificates
representing undivided interests in the Trust had been issued and
are outstanding: (i) Class A Variable Funding Certificates,
Series 1992-3 (the "Class A Variable Funding Certificates"), (ii)
Class B Variable Funding Certificates, Series 1992-3 (the "Class
B Variable Funding Certificates"), (iii) $546.0 million aggregate
principal amount of 6.75% Class A Asset Backed Certificates,
Series 1995-1 (the "Class A-1995 Certificates"), (iv) $52.0
million aggregate principal amount of 6.90% Class B Asset Backed
Certificates, Series 1995-1 (the "Class B-1995 Certificates"),
(v) $52.0 million aggregate principal amount of 9.00% Class C
Asset Backed Certificates, Series 1995-1 (the "Class C-1995
Certificates"), (vi) $218.0 million aggregate principal amount of
6.70% Class A Asset Backed Certificates, Series 1996-1 (the
"Class A-1996 Certificates"), (vii) $20.8 million aggregate
principal amount of 6.85% Class B Asset Backed Certificates,
Series 1996-1 (the "Class B-1996 Certificates"), (viii) $20.8
million aggregate principal amount of 9.0% Class C Asset Backed
Certificates, Series 1996-1 (the "Class C-1996 Certificates"),
and (ix) an exchangeable certificate representing the remaining
undivided interests in the Trust (the "Transferor Certificate").
The information regarding the record ownership of the foregoing
certificates set forth in Item 12 of this Report is incorporated
herein by this reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of March 31, 2000, the Class A-1995 Certificates,
the Class B-1995 Certificates, the Class A-1996 Certificates and
the Class B-1996 Certificates (collectively, the "Registered
Certificates") were held of record by Cede & Co., as nominee of
The Depository Trust Company. To the Company's knowledge, based
solely on the fact that the Company has not received notice of
any filings having been made with the Securities and Exchange
Commission reporting the acquisition of more than 5% of any class
or series of the Registered Certificates, no person beneficially
owned more than 5% of any class or series of the Registered
Certificates. Of the remaining certificates representing
undivided interests in the Trust that were outstanding as of such
date, (i) Seven Hills Funding Corporation ("Seven Hills"), a
wholly owned subsidiary of Federated, owned beneficially and of
record 100% of the Class A Variable Funding Certificates, and
(ii) the Company owned beneficially and of record 100% of the
Class B Variable Funding Certificates, the Class C-1995
Certificates, the Class C-1996 Certificates and the Transferor
Certificate. The Class A Variable Funding Certificates have been
pledged by Seven Hills to Chase Bank, as collateral agent, to
secure certain commercial paper notes to be issued by Seven Hills
from time to time and certain related obligations of Seven Hills.
The principal business address of each of the Company and Seven
Hills is 7 West Seventh Street, Cincinnati, Ohio 45202.
Item 13. Certain Relationships and Related Transactions
Except for the transactions contemplated by the Pooling
and Servicing Agreement, the Company is not aware of any
transactions or series of similar transactions during Fiscal Year
1999, or any currently proposed transaction or series of similar
transactions, in which the amount involved exceeded or is
proposed to exceed $60,000, to which the Trust was a party or is
proposed to be a party, and in which any person known to the
Company to own more than 5% of any class of certificates
representing undivided interests in the Trust had or has a direct
or indirect material interest.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
a. Exhibits
99.1 Annual Settlement Statement for the Trust for
the period from January 30, 1999 through January 29, 2000.
99.2 Annual Report of Independent Public
Accountants (Part A) regarding internal controls.
99.3 Annual Report of Independent Public
Accountants (Part B) regarding Monthly Settlement Statements for
the period from January 30, 1999 through January 29, 2000.
b. Reports on Form 8-K.
Each month the Company files a Current Report on
Form 8-K which includes, as an exhibit, a copy of the settlement
statement relating to the preceding monthly period required under
the Pooling and Servicing Agreement to be delivered to the
Trustee.
SIGNATURES
Pursuant to the requirements of Section 13 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be executed on its behalf by the undersigned,
thereunto duly authorized.
PRIME RECEIVABLES CORPORATION
(Originator of Prime Credit Card Master Trust)
By: /s/ Susan P. Storer
Susan P. Storer, President
Dated: April 28, 2000
Pursuant to the requirements of Section 13 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 indicated on April 28, 2000.
Signature Title
/s/ Karen M. Hoguet Chairman of the Board
Karen M. Hoguet and Director
(principal executive officer)
/s/ Susan P. Storer President and Director
Susan P. Storer (principal financial and
accounting officer)
/s/ John R. Sims Director
John R. Sims
Prime Credit Card Master Trust 23-Mar-00
10:13 AM
Annual Settlement Statement
- -----------------------
REPORTING PERIOD: Annual
31-Jan-99
29-Jan-00
(i) Collections 4,964,624,252
Finance Charge 554,671,695
Principal 4,409,952,557
(ii) Investor Percentage - Principal Collections 29-Jan-00
Series 1992-2 0.00%
A 0.00%
B 0.00%
C 0.00%
Series 1992-3 21.94%
A 18.10%
B 3.84%
Series 1995-1 31.57%
A 26.52%
B 2.53%
C 2.53%
Series 1996-1 12.61%
A 10.59%
B 1.01%
C 1.01%
(iii) Investor Percentage - Finance Charge Collections, Rec 29-Jan-00
Series 1992-2 0.00%
A 0.00%
B 0.00%
C 0.00%
Series 1992-3 21.94%
A 18.10%
B 3.84%
Series 1995-1 31.57%
A 26.52%
B 2.53%
C 2.53%
Series 1996-1 12.61%
A 10.59%
B 1.01%
C 1.01%
(iv) Distribution Amount per $1,000 Annual
Series 1992-2 968.392
A 1,068.292
B 1,079.500
C 0.000
Series 1992-3 29.529
A 35.793
B 0.000
Series 1995-1 67.630
A 67.500
B 69.000
C 0.000
Series 1996-1 67.131
A 67.000
B 68.500
C 0.000
Total $'s Distributed
Series 1992-2 524,451,000.00
Series 1992-3 7,678,237.80
Series 1995-1 40,443,000.00
Series 1996-1 16,030,800.00
(v) Allocation to Principal per $1,000 Annual
Series 1992-2 899.175
A 1,000.000
B 1,000.000
C 0.000
Series 1992-3 0.00
A 0.00
B 0.000
Series 1995-1 0.000
A 0.000
B 0.000
C 0.000
Series 1996-1 0.000
A 0.000
B 0.000
C 0.000
Total $'s Distributed 490,500,000.00
Series 1992-2 490,500,000.00
Series 1992-3 0.00
Series 1995-1 0.00
Series 1996-1 0.00
(vi) Allocation to Interest per $1,000 Annual
Series 1992-2 69.217
A 68.292
B 79.500
C 0.000
Series 1992-3 29.529
A 35.793
B 0.000
Series 1995-1 67.630
A 67.500
B 69.000
C 0.000
Series 1996-1 67.131
A 67.000
B 68.500
C 0.000
Total $'s Distributed
Series 1992-2 33,951,000.00
Series 1992-3 7,678,237.80
Series 1995-1 40,443,000.00
Series 1996-1 16,030,800.00
(vii) Investor Default Amount
Series 1992-2 23,498,014.10
A 17,456,316.12
B 2,562,186.11
C 3,479,512.00
Series 1992-3 9,591,397.61
A 7,912,903.03
B 1,678,494.58
Series 1995-1 42,239,748.68
A 35,481,388.89
B 3,379,179.89
C 3,379,179.89
Series 1996-1 16,869,905.76
A 14,166,561.85
B 1,351,671.96
C 1,351,671.96
(viii) Investor Charge Offs
Charge Offs Reimbursements
Series 1992-2 0.00 0.00
A 0.00 0.00
B 0.00 0.00
C 0.00 0.00
Series 1992-3 0.00 0.00
A 0.00 0.00
B 0.00 0.00
Series 1995-1 0.00 0.00
A 0.00 0.00
B 0.00 0.00
C 0.00 0.00
Series 1996-1 0.00 0.00
A 0.00 0.00
B 0.00 0.00
C 0.00 0.00
(ix) Servicing Fee
Series 1992-2 7,535,000.00
A 5,625,000.00
B 810,000.00
C 1,100,000.00
Series 1992-3 3,233,895.30
A 2,667,963.63
B 565,931.68
Series 1995-1 12,999,999.96
A 10,919,999.96
B 1,040,000.00
C 1,040,000.00
Series 1996-1 5,192,000.04
A 4,360,000.04
B 416,000.00
C 416,000.00
(x) Deficit Controlled Amortization Amount
Series 1992-2 0.00
A 0.00
B 0.00
C 0.00
Series 1992-3 0.00
A 0.00
B 0.00
Series 1995-1 0.00
A 0.00
B 0.00
C 0.00
Series 1996-1 0.00
A 0.00
B 0.00
C 0.00
(xi) Receivables in Trust 29-Jan-00 2,134,096,772
Principal Receivables in Trust 2,047,729,876
(xii) Invested Amount 29-Jan-00
Series 1992-2 0.00
A 0.00
B 0.00
C 0.00
Series 1992-3 450,877,408.80
A 371,973,862.26
B 78,903,546.54
Series 1995-1 650,000,000.00
A 546,000,000.00
B 52,000,000.00
C 52,000,000.00
Series 1996-1 259,600,000.00
A 218,000,000.00
B 20,800,000.00
C 20,800,000.00
(xiii) Enhancement NA
(xiv) Pool Factor
Series 1992-2 0.0000000
A 0.0000000
B 0.0000000
C 0.0000000
Series 1995-1 1.0000000
A 1.0000000
B 1.0000000
C 1.0000000
Series 1996-1 1.0000000
A 1.0000000
B 1.0000000
C 1.0000000
(xv) Yield Factor 9.973%
Finance Charge Receivables Factor 4.047%
(xvi) Payout Event
Series 1992-2 NO
Series 1992-3 NO
Series 1995-1 NO
Series 1996-1 NO
(xvii) Other
Delinquency
Current 85.7% $1,798,325,905
30 days 9.0% 188,637,324
60 days 1.9% 39,491,139
90 days 1.0% 20,722,858
120 days 0.8% 16,908,665
150 days 0.7% 14,186,415
180 days+ 0.9% 18,977,908
Total 100.000% $2,097,250,214
Balance in Principal Account 29-Jan-0 $0
Balance in Excess-Funding Account $0
Exhibit 99.2
Independent Auditors' Report
The Board of Directors
Federated Department Stores, Inc.
The Board of Directors
Prime Receivables Corporation:
We have examined management's assertion, included in the
accompanying Management Report on the Effectiveness of the
Internal Accounting Control Structure over the Servicing of
Accounts Receivable, that as of July 31, 1999, Federated
Department Stores, Inc. and subsidiaries ("Federated"), as
Servicer under the Amended and Restated Pooling and Servicing
Agreement dated December 15, 1992 between Prime Receivables
Corporation ("Prime"), as Transferor, Federated, as Servicer,
and The Chase Manhattan Bank, as Trustee, (the "Pooling and
Servicing Agreement") maintained an effective internal
accounting control structure over the servicing of accounts
receivable of Prime, based upon the criteria stated in the
Pooling and Servicing Agreement. Management is responsible for
maintaining effective internal control over financial
reporting. Our responsibility is to express an opinion on the
effectiveness of internal control based on our examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included obtaining an
understanding of the internal accounting control structure over
the servicing of accounts receivable, testing and evaluating
the design and operating effectiveness of the internal control
structure, and such other procedures as we considered necessary
in the circumstances. We believe that our examination provides
a reasonable basis for our opinion.
Because of inherent limitations in any internal accounting
control structure, misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation
of the internal accounting control structure over the servicing
of accounts receivable to future periods are subject to the
risk that the internal accounting control structure may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, management's assertion that Federated
maintained an effective internal accounting control structure
over the servicing of accounts receivable of Prime as of July
31, 1999, is fairly stated, in all material respects, based
upon criteria stated in the Pooling and Servicing Agreement.
This report is intended solely for the information and use of
the boards of directors and managements of Federated and Prime,
Investor Certificateholders, The Chase Manhattan Bank, as
Trustee, Moody's Investor Services, Inc. and Standard and
Poor's Corporation, as the Rating Agencies, and should not be
used for any other purpose.
KPMG LLP
Cincinnati, Ohio
November 17, 1999
Management Report on Effectiveness of Internal Accounting Control
Structure
Over the Servicing of Accounts Receivable
Management of Federated Department Stores, Inc., and subsidiaries
("Federated") is responsible for establishing and maintaining an
effective internal accounting control structure over the servicing
of accounts receivable of Prime Receivables Corporation ("Prime"),
a wholly-owned subsidiary of Federated. The structure contains
monitoring mechanisms, and actions are taken to correct
deficiencies identified.
There are inherent limitations in the effectiveness of any internal
accounting control structure, including the possibility of human
error and the circumvention or overriding of controls.
Accordingly, even an effective internal accounting control
structure can provide only reasonable assurance with respect to the
servicing of accounts receivable and the preparations of reports
relating to the servicing of accounts receivable as required by the
Amended and Restated Pooling and Servicing Agreement dated December
15, 1992 between Prime, as Transferor, Federated, as Servicer, and
The Chase Manhattan Bank, as Trustee (the "Pooling and Servicing
Agreement"). Further, because of changes in conditions, the
effectiveness of an internal accounting control structure may vary
over time.
Management assessed Federated's internal accounting control
structure over the servicing of accounts receivable of Prime as of
July 31, 1999. This assessment was based on criteria for effective
internal accounting control over the servicing of accounts
receivable of Prime described in the Pooling and Servicing
Agreement. Based on this assessment, management believes that, as
of July 31, 1999, Federated maintained an effective internal
accounting control structure over the servicing of accounts
receivable of Prime.
November 7, 1999
/s/ James J. Amann
James J. Amann, Chairman & CEO
/s/ Teresa Huxel
Teresa Huxel - Vice President, Finance
Exhibit 99.3
The Board of Directors
Prime Receivables Corporation:
We have applied certain agreed-upon procedures, as discussed
below, to the accounting records of Prime Receivables
Corporation ("Prime"), a wholly-owned special-purpose finance
subsidiary of Federated Department Stores, Inc.
("Federated"), relating to the servicing procedures performed
by FDS National Bank, as Servicer, under the Amended and
Restated Pooling and Servicing Agreement (the "Agreement")
dated December 15, 1992 between Prime, as Transferor,
Federated and The Chase Manhattan Bank, successor to Chemical
Bank, as Trustee, on behalf of the Certificateholders of
Prime Credit Card Master Trust and under the Assumption
Agreement dated September 15, 1993 between Prime, Federated,
FDS National Bank and The Chase Manhattan Bank, successor to
Chemical Bank. This agreed-upon procedures engagement was
performed in accordance with standards established by the
American Institute of Certified Public Accountants. The
sufficiency of these procedures is solely the responsibility
of the specified users of the report. Consequently, we make
no representations regarding the sufficiency of the
procedures described below either for the purpose for which
this report has been requested or for any other purpose. Our
procedures and findings are as follows:
In accordance with section 3.06(b) of the Agreement, we
recalculated each amount set forth in items (i) through (xvi) of
each monthly certificate prepared by the Servicer, pursuant to
section 3.04(c) of the Agreement, during the period from January
31, 1999 to January 29, 2000, (the "Certificates") from
information in the Transferor's computer generated Daily Cash
Allocation Reports, the Agreement, the Series 1992-2 Supplement
to the Agreement dated December 15, 1992, the Series 1992-3
Supplement to the Agreement dated December 31, 1992, the Series
1995-1 Supplement to the Agreement dated July 27, 1995, or the
Series 1996-1 Supplement to the Agreement dated May 14, 1996, as
appropriate. We found such recalculated amounts to be in
agreement with the amounts set forth in items (i) through (xvi)
of the Certificates.
We were not engaged to, and did not, perform an examination,
the objective of which would be the expression of an opinion
on management's assertion. Accordingly, we do not express
such an opinion. Had we performed additional procedures,
other matters might have come to our attention that would
have been reported to you.
This report is intended solely for your information and is
not to be referred to or distributed for any purpose to
anyone other than The Chase Manhattan Bank, as Trustee,
Moody's Investor Services, Inc. and Standard & Poor's
Corporation, as the Rating Agencies, Investor
Certificateholders or the management of Prime.
KPMG LLP
Cincinnati, Ohio
April 21, 2000
