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 Wells Fargo 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, 99.3, and 99.4 to this Report set forth certain information relating to the Transferor's fiscal year ended January 3, 2004. 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.
Not applicable.
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 fluctuated and did not exceed $100 million. The Series 1996 Certificates were repaid in full and canceled in July 2003. In August 1998, the Trust issued $400,000,000 of five year 5.90% Class A Certificates to the public (the "Series 1998 Certificates"). The Series 1998 Certificates were repaid in full and canceled in July 2003. In August 2001, the Trust issued $750,000,000 of seven year floating rate Class A Certificates to the public (the "Series 2001 Certificates"). In July 2002, the Trust issued $750,000,000 of five year floating rate Class A Certificates to the public (the "Series 2002-1 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 2001 Certificates or the Series 2002 Certificates. The Series 2001 Certificates and the Series 2002 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 2001 Certificates and the Series 2002 Certificates are held by Cede & Co., the nominee of DTC.
The undivided interests in the Trust, other than those represented by the Series 2001 Certificates and the Series 2002 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 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 9a.
Item 9a. Control and Procedures.
Not applicable.
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 and Related Stockholder Matters.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accountant Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
a.The following documents are filed as part of this Report.
3. Exhibits
31.1Certification.
99.1Annual Servicer's Certificate for the year ended January 3, 2004, Series 1998-1, Series 2001-1, and Series 2002-1.
99.2Annual Certificateholders' Statement for the year ended January 3, 2004, Series 1998-1.
99.3Annual Certificateholders' Statement for the year ended January 3, 2004, Series 2001-1.
99.4Annual Certificateholders' Statement for the year ended January 3, 2004, Series 2002-1.
99.5Report of Independent Accountants.
99.6Report of Management on Compliance.
b.Reports on Form 8-K and Form 8 filed with respect to fiscal 2003.
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)
March 22, 2004
/s/ Stephen C. Kowalke
Stephen C. Kowalke
Vice President, Treasurer
and Director (Principal
Financial Officer)
March 22, 2004
/s/ Terrence J. Scully
Terrence J. Scully
Vice President and Director
March 22, 2004
EXHIBIT INDEX
Exhibit No.
Exhibit
31.1
Certification
99.1
Annual Servicer's Certificate for the year ended January 3, 2004, Series 1998-1, Series 2001-1, and Series 2002-1
99.2
Annual Certificateholders' Statement for the year ended January 3, 2004, Series 1998-1
99.3
Annual Certificateholders' Statement for the year ended January 3, 2004, Series 2001-1
99.4
Annual Certificateholders' Statement for the year ended January 3, 2004, Series 2002-1
99.5
Report of Independent Accountants
99.6
Report of Management on Compliance
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 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9a. Control and Procedures.
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 and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accountant Fees and Services.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
SIGNATURES
EXHIBIT INDEX