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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NUMBER 0-26930
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DAYTON HUDSON CREDIT CARD MASTER TRUST
(Issuer of the Certificates)
DAYTON HUDSON RECEIVABLES CORPORATION
(Originator of the Trust Described Herein)
(Exact name of Registrant as Specified in its Charter)
MINNESOTA 41-1812153
(State of Incorporation) (I.R.S. Employer ID No.)
80 SOUTH EIGHTH STREET, 14TH FLOOR, SUITE 1401
MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612/370-6530
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
6.10% Class A Asset Backed Certificates, Series 1995-1
(Title of Class)
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Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ____
The registrant has no voting stock held by non-affiliates and meets the
conditions set forth in General Instruction J (1)(a) and (b) of Form 10-K.
Disclosure pursuant to Item 405 of Regulation S-K is not required.
DOCUMENTS INCORPORATED BY REFERENCE
None
Index to Exhibits: Page 6
Total Pages: 21
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PART I
ITEM 1. BUSINESS.
Dayton Hudson 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"), Dayton Hudson 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 Dayton Hudson Corporation.
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.
Exhibit 99.2 to this Report sets forth certain information relating to the
Trust's fiscal year ended December 31, 1996. 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. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
In September 1995, the Trust issued $400,000,000 of three year 6.10% Class A
Certificates to the public (the "Series 1995 Certificates"). 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.
Although they trade in the over-the-counter market to a limited extent,
there is currently no established public trading market for the Series 1995
Certificates. The Series 1995 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 1995 Certificates are
held by Cede & Co., the nominee of DTC.
The undivided interests in the Trust, other than those represented by the
Series 1995 Certificates and the Series 1996 Certificates, are owned by the
Transferor and the Servicer.
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ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
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 Dayton Hudson Corporation. The principal executive office
of Dayton Hudson Corporation is 777 Nicollet Mall, Minneapolis, MN 55402.
At the date hereof, 100% of the Series 1995 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 1995
Certificates, no person beneficially owned more than 5% of the Series
1995 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 1995 Certificates and the Series 1996 Certificates, are owned
by the Transferor and the Servicer.
B. SECURITY OWNERSHIP OF MANAGEMENT.
Not applicable.
C. CHANGES IN CONTROL.
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except for the information concerning the compensation paid to Servicer by
the Trust contained in Exhibit 99.2 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 December 31, 1996, or any currently
proposed transaction or series
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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. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
a. The following documents are filed as part of this Report.
3. EXHIBITS
99.1 Annual Servicer's Certificate for the year ended December 31,
1996, Series 1995-1.
99.2 Annual Certificateholders' Statement for the year ended
December 31, 1996, Series 1995-1.
99.3 Report of Independent Accountants.
99.4 Report of Independent Accountants on the Monthly Servicer's
Certificates.
b. Reports on Form 8-K and Form 8 filed with respect to fiscal 1996.
Each month the Transferor files a Current Report on Form 8-K which
includes, as an exhibit, a copy of the Monthly Servicer's Certificate and
the Monthly Certificateholders' Statement 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.
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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.
DAYTON HUDSON RECEIVABLES CORPORATION
Dated: May 8, 1997 By /s/ DOUGLAS A. SCOVANNER
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Douglas A. Scovanner,
PRESIDENT
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Dayton Hudson
Receivables Corporation and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ DOUGLAS A. SCOVANNER
- ------------------------------ President and Director May 8, 1997
Douglas A. Scovanner
/s/ STEPHEN C. KOWALKE Vice President, Treasurer
- ------------------------------ and Director (Principal May 8, 1997
Stephen C. Kowalke Financial Officer)
/s/ JOANN BOGDAN Vice President, Controller
- ------------------------------ (Principal Accounting May 8, 1997
JoAnn Bogdan Officer)
/s/ GERALD L. STORCH
- ------------------------------ Director May 8, 1997
Gerald L. Storch
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EXHIBIT INDEX
SEQUENTIAL PAGE
EXHIBIT NO. EXHIBIT NO.
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99.1 Annual Servicer's Certificate for the year ended December 31, 1996--Series 1995-1........... 7
99.2 Annual Certificateholders' Statement for the year ended December 31, 1996-- Series 1995-1... 8
99.3 Report of Independent Accountants........................................................... 12
99.4 Report of Independent Accountants on the Monthly Servicer's Certificates.................... 14
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