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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 33-99514
December 31, 1996 Commission file
number
____________________
METRIS MASTER TRUST
Metris Receivables, Inc., as Transferor
(Exact name of registrant as specified in its charter)
Delaware 41-1810301
(State of Incorporation) (I.R.S. Employer
Identification No.)
4400 Baker Road, Suite F-470, Minnetonka, Minnesota 55343
(Address of principal executive offices)
(612) 525-5077
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
6.45% Asset Backed Certificates, Series 1996-1, Class A
6.80% Asset Backed Certificates, Series 1996-1, Class B
The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.
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 and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I
Page
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 3
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 4
PART III
Item 10. Directors and Executive Officers of the Registrant 4
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial
Owners and Management 4
Item 13. Certain Relationships and Related Transactions 5
PART IV
Item 14. Exhibits, Financial Statement Schedules 5
and Reports on Form 8-K
Signatures 5
PART I
Item 1. Business
The Metris Master Trust (the "Trust" or the
"Registrant") was originated by Fingerhut Receivables,
Inc. (the "Transferor"), as Transferor under the
Pooling and Servicing Agreement dated as of May 26,
1995, as amended (the P&S Agreement") by and among the
Transferor, Direct Merchants Credit Card Bank, National
Association, as servicer (the "Servicer") and The Bank
of New York (Delaware), as trustee. The Series 1996-1
Supplement dated as of April 23, 1996 to the P&S
Agreement provided for the issuance of the Asset Backed
Certificates, Series 1996-1 (the "Certificates"). The
Certificates represent interests in the Trust only and
do not represent interests in or obligations of Metris
Receivables, Inc., Direct Merchants Credit Card Bank,
National Association, Metris Companies Inc. or any
affiliate thereof. There are four classes of
Certificates. Class A and Class B are registered
pursuant to Section 12(g), Class C is privately held
and the Transferor holds Class D. The Transferor has
retained the subordinated transferor's interest in the
Trust.
Item 2. Properties
The Trust's sole asset is a pool of closed-end
consumer accounts receivable originated or acquired by
Direct Merchants Credit Card Bank, National Association
and certain affiliates.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholders Matters
Each Class of the Certificates representing
investors' interests in the Trust is represented by a
single Certificate of such Class registered in the name
of Cede & Co. ("Cede"), the nominee of The Depository
Trust Company. To the best knowledge of the
Registrant, there is no established public trading
market for the Certificates.
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
Not applicable.
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
The Certificates representing investors' interests
in the Trust are represented by a single Certificate
registered in the name of Cede, the nominee of 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 is the sole holder of record of
Certificates, which it holds on behalf of brokers,
dealers, banks and other direct participants in the DTC
system. Such direct participants may hold Certificates
for their own accounts or for the accounts of their
customers. The name and address of Cede is :
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
(a) 1. Annual Servicer's Certificate dated March 27, 1997.
2. Supplementary Fingerhut Master Trust Data.
(b) No reports on Form 8-K were filed during the
fourth fiscal quarter of 1996.
(c) Not applicable.
(d) Not applicable.
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, on this 31st day of
March, 1997.
METRIS MASTER TRUST
METRIS RECEIVABLES, INC.
(Registrant)
By: /s/Robert W. Oberrender
Robert W. Oberrender
President and Treasurer
Metris Receivables, Inc.,
as Transferor
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
20(a) Annual Servicer's Certificate
20(b) Supplementary Master Trust
Data