Item 1: Business
The Neiman Marcus Group Credit Card Master Trust (the "Trust") was formed pursuant to the Pooling and Servicing Agreement dated as of March 1, 1995 (the "Pooling and Servicing Agreement") among The Neiman Marcus Group, Inc. ("NMG") as Servicer, its wholly owned subsidiary, Neiman Marcus Funding Corporation ("NMFC") as Seller, and The Chase Manhattan Bank, N.A., as Trustee (the "Trustee"). On March 15, 1995, the Trust issued $225,000,000 aggregate principle amount of Class A 7.60% Asset Backed Certificates, Series 1995-1 (the "Class A Certificates"); $21,000,000 aggregate principal amount of Class B 7.75% Asset Backed Certificates, Series 1995-1 (the "Class B Certificates"); and $54,000,000 aggregate principal amount of Class C Asset Backed Certificates, Series 1995-1 (the "Class C Certificates"), pursuant to the Pooling and Servicing Agreement. The property of the Trust includes a pool of receivables arising under consumer revolving credit accounts originated by NMG. The receivables were sold by NMG to NMFC pursuant to a Receivables Purchase Agreement dated as of March 1, 1995 between NMG and NMFC, and the receivables were sold by NMFC to the Trust pursuant to the Pooling and Servicing Agreement. The only business of NMFC is to perform its obligations as Seller in connection with the issuance by the Trust of the Class A, Class B and Class C Certificates pursuant to the Receivables Purchase Agreement, the Pooling and Servicing Agreement, and the Series 1995-1 Supplement to the Pooling and Servicing Agreement.
Item 2.
Item 2. Properties
See item 1 for a description of the property of the Trust.
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
The Class A and Class B 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 Certificates representing investors' interests in the Trust are registered in the name of Cede & Co., the nominee of DTC.
To the best knowledge of the Registrant, there is no established public trading market for the Certificates.
The Class C Certificate is held by NMFC, and all of the common stock of NMFC is owned by NMG. There is no public market for the common stock of NMFC.
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 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
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.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11.
Item 11. Executive Compensation
Not Applicable.
PART III
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Class A Certificates and the Class B Certificate, which represent investors' interests in the Trust, are registered in the name of Cede & Co., the nominee of the Depository Trust Company ("DTC"), and an investor holding an interest in the Trust is not entitled to receive a Certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Class A and Class B Certificates; which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at August 1, 1998. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At October 27, 1998, the following direct DTC participants held positions in Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Class outstanding on that date:
The address of each of the above participants is:
c/o The Depository Trust Company 7 Hanover Square New York, NY 10004
NMFC, as of October 27, 1998, owned 100% of the Class C Certificate, which represented beneficial ownership of a residual interest in the assets of the Trust as provided in the Pooling and Servicing Agreement.
The Neiman Marcus Group, Inc. is the owner of 100% of the issued and outstanding common stock of the Registrant, which is not traded in any market.
Item 13.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following Exhibits are filed as part of this Report:
20.1 1998 Annual Servicer's Certificate
99.1 Annual Servicing Report of Independent Public Accounts pursuant to Section 3.06 of the Pooling and Servicing Agreement
(b) Reports on Form 8-K
Current Reports on Form 8-K are filed on or before the Distribution Date each month (on, or the first business day after, the 15th of each month). The reports include as an Exhibit the Monthly Servicer's Certificate. Current Reports on Form 8-K were filed with the Securities and Exchange Commission on: August 11, 1997, September 12, 1997, October 10, 1997, November 10, 1997, December 11, 1997, January 12, 1998, February 11, 1998, March 10, 1998, April 10, 1998, May 12, 1998, June 10, 1998 and July 13, 1998.
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.
NEIMAN MARCUS FUNDING CORPORATION
By: /s/Paul F. Gibbons Paul F. Gibbons Vice President and Treasurer
Date: October 30, 1998
EXHIBIT INDEX
Sequentially Exhibit Number Description Numbered Page
20.1 Annual Servicer's Certificate
99.1 Annual Servicing Report of Independent Public Accountants pursuant to Section 3.06 of the Pooling and Servicing Agreement