Item 1. Business.
Target Credit Card Master Trust (the "Trust") was formed pursuant to a Pooling and Servicing Agreement dated as of September 13, 1995 (as amended, modified or supplemented, the "Pooling and Servicing Agreement"), by and among Retailers National Bank, as servicer ("Servicer"), Target Receivables Corporation, as transferor ("Transferor"), and Norwest Bank Minnesota, National Association, as trustee ("Trustee"). The Trust's only business is to act as a passive conduit to permit investments in a pool of Transferor's consumer accounts receivable. The Transferor is a wholly-owned subsidiary of a corporation that is wholly-owned by Target Corporation.
Item 2.
Item 2. Properties.
The assets of the Trust (the "Trust Assets") include a portfolio of receivables (the "Receivables") generated from time to time in a portfolio of consumer open-end credit card accounts (the "Accounts"), funds collected or to be collected in respect of the Receivables, monies on deposit in certain accounts of the Trust, any participation interests included in the Trust, funds collected or to be collected with respect to such participation interests and any enhancement with respect to a particular series or class. The Trust Assets are expected to change over the life of the Trust as receivables in consumer open-end credit card accounts and other open-end credit accounts and related assets are included in the Trust and as Receivables in Accounts included in the Trust are charged-off or removed.
Exhibits 99.2 and 99.3 to this Report set forth certain information relating to the Transferor's fiscal year ended January 1, 2001. Such information, which was derived from the monthly settlement statements relating to such period as delivered to the Trustee pursuant to the Pooling and Servicing Agreement, is incorporated herein by reference.
Item 3.
Item 3. Legal Proceedings.
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
In August 1996, the Trust issued Series 1996-1 Class A Variable Funding Certificates in a private transaction (the "Series 1996 Certificates"). The principal amount of the Series 1996 Certificates fluctuates and currently may not exceed $100 million. In October 1997, the Trust issued $400,000,000 of five year 6.25% Class A Certificates to the public (the "Series 1997 Certificates"). In August 1998, the Trust issued $400,000,000 of five year 5.90% Class A Certificates to the public (the "Series 1998 Certificates").
Although they trade in the over-the-counter market to a limited extent, there is currently no established public trading market for the Series 1997 Certificates or the Series 1998 Certificates. The Series 1997 Certificates and the Series 1998 Certificates are held and delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The definitive Series 1997 Certificates and the Series 1998 Certificates are held by Cede & Co., the nominee of DTC.
The undivided interests in the Trust, other than those represented by the Series 1996 Certificates, the Series 1997 Certificates and the Series 1998 Certificates, are owned by the Transferor and the Servicer.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
a.Security ownership of certain beneficial owners.
The Transferor is a wholly-owned subsidiary of a corporation that is wholly-owned by Target Corporation. The principal executive office of Target Corporation is 777 Nicollet Mall, Minneapolis, Minnesota 55402.
At the date hereof, 100% of the Series 1997 Certificates and the Series 1998 Certificates were held in the nominee name of Cede & Co. for beneficial owners. To the Transferor's knowledge, based solely on the fact that Transferor has not received notice of any filings having been made with the Securities and Exchange Commission reporting the acquisition of more than 5% of the Series 1997 Certificates or the Series 1998 Certificates, no person beneficially owned more than 5% of the Series 1997 Certificates or the Series 1998 Certificates. The Series 1996 Certificates are held by an administrative agent on behalf of several beneficial owners and interests in the Series 1996 Certificates are not freely transferable.
The undivided interests in the Trust, other than that represented by the Series 1996 Certificates, the Series 1997 Certificates or the Series 1998 Certificates, are owned by the Transferor and the Servicer.
b.Security ownership of management.
Not applicable.
c.Changes in control.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Except for the information concerning the compensation paid to Servicer by the Trust contained in Exhibits 99.2 and 99.3 hereto, which is hereby incorporated herein by reference, and other transactions contemplated by the Pooling and Servicing Agreement, the Transferor is not aware of
any transactions or series of similar transactions during its fiscal year ended January 1, 2001, 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 Registrant 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.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
a.The following documents are filed as part of this Report.
3.Exhibits
99.1Annual Servicer's Certificate for the year ended January 1, 2001, Series 1997-1 and Series 1998-1.
99.2Annual Certificateholders' Statement for the year ended January 1, 2001, Series 1997-1.
99.3Annual Certificateholders' Statement for the year ended January 1, 2001, Series 1998-1.
99.4Report of Independent Accountants.
99.5Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 1997-1.
99.6Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 1998-1.
b.Reports on Form 8-K and Form 8 filed with respect to fiscal 2000.
Each month the Transferor files a Current Report on Form 8-K which includes, as exhibits, copies of the Monthly Servicer's Certificates and the Monthly Certificateholders' Statements relating to the preceding monthly period, which certificates are required to be delivered to the Trustee under the terms of the Pooling and Servicing Agreement.
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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Target Receivables Corporation and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Douglas A. Scovanner Douglas A. Scovanner
President and Director (Principal Accounting Officer)
April 9, 2001
/s/ Stephen C. Kowalke Stephen C. Kowalke
Vice President, Treasurer and Director (Principal Financial Officer)
April 9, 2001
/s/ Gerald L. Storch Gerald L. Storch
Director
April 9, 2001
EXHIBIT INDEX
PART I
Item 1. Business.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
SIGNATURES
EXHIBIT INDEX