Item 2. Properties
Exhibit 99.1 to this Report sets forth certain information relating to the fiscal year ended January 31, 1998 ("Fiscal Year 1997") 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.
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.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
As of March 31, 1998, the following certificates representing undivided interests in the Trust had been issued and are outstanding: (i) $450.0 million aggregate principal amount of 7.45% Class A-2 Asset Backed Certificates, Series 1992-2 (the "Class A-2 Certificates"), (ii) $40.5 million aggregate principal amount of 7.95% Class B-2 Asset Backed Certificates, Series 1992- 2 (the "Class B-2 Certificates"), (iii) $55.0 million aggregate principal amount of 8.45% Class C-2 Asset Backed Certificates, Series 1992-2 (the "Class C-2 Certificates"), (iv) Class A Variable Funding Certificates, Series 1992-3 (the "Class A Variable Funding Certificates"), (v) Class B Variable Funding Certificates, Series 1992-3 (the "Class B Variable Funding Certificates"), (vi) $546.0 million aggregate principal amount of 6.75% Class A Asset Backed Certificates, Series 1995-1 (the "Class A-1995 Certificates"), (vii) $52.0 million aggregate principal amount of 6.90% Class B Asset Backed Certificates, Series 1995-1 (the "Class B-1995 Certificates"), (viii) $52.0 million aggregate principal amount of 9.00% Class C Asset Backed Certificates, Series 1995-1 (the "Class C-1995 Certificates"), (ix) $218.0 million aggregate principal amount of 6.70% Class A Asset Backed Certificates, Series 1996-1 (the "Class A-1996 Certificates"), (x) $20.8 million aggregate principal amount of 6.85% Class B Asset Backed Certificates, Series 1996-1 (the "Class B-1996 Certificates"), (xi) $20.8 million aggregate principal amount of 9.0% Class C Asset Backed Certificates, Series 1996-1 (the "Class C-1996 Certificates"), and (xii) 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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 31, 1998, the Class A-2 Certificates, the Class B-2 Certificates, 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"), an indirect 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 C-2 Certificates, 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 9111 Duke Boulevard., Mason, Ohio 45040.
Item 13.
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 1997, 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.
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 February 2, 1997 through January 31, 1998.
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 February 2, 1997 through January 31, 1998.
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: May 1, 1998
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 May 1, 1998.
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