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 Target National Bank, as servicer (the “Servicer”), Target Receivables Corporation, as transferor (the “Transferor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Trust’s only business is to act as a passive conduit to permit investments in a pool of the Transferor’s consumer receivables generated by open-end credit card accounts owned by the Servicer.
Target Credit Card Owner Trust (the “Owner Trust”) was formed as a statutory trust under the laws of the State of Delaware pursuant to an Amended and Restated Trust Agreement, dated as of November 4, 2005 (as amended, modified or supplemented, the “Trust Agreement”), by and between Target Receivables Corporation, as depositor (the “Depositor”) and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Owner Trust’s only business is to act as a passive conduit to permit investments in its assets which are comprised primarily of a collateral certificate representing an interest in the assets of the Trust.
Target Receivables Corporation was formed in Minnesota on May 15, 1995 and is a wholly-owned subsidiary of a corporation that is wholly-owned by Target Corporation. Target Receivables Corporation is the Transferor of the receivables to the Trust, the Depositor of the collateral certificate into the Owner Trust, and the administrator of the Owner Trust.
Item 1A.
Item 1A. Risk Factors.
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
The assets of the Owner Trust (the “Owner Trust Assets”) include the collateral certificate, representing an interest in the assets of the Trust, and the Note distribution account.
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 Transferor’s fiscal year ended December 31, 2005. 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, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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”). In November 2005, the Trust issued a $1,153,846,154 Collateral Certificate (the “Series 2005-1 Collateral Certificate”) which was transferred to the Owner Trust and the Owner Trust issued $900,000,000 of five year floating rate Class A Notes to the public (the “Series 2005-1 Notes”).
Although they trade in the over-the-counter market to a limited extent, there is currently no established public trading market for the Series 2005-1 Notes. The Series 2005-1 Notes 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 2005-1 Notes are held by Cede & Co., the nominee of DTC.
The undivided subordinated interests in the Owner Trust, other than those represented by the Series 2005-1 Notes, 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. Controls and Procedures.
Not applicable.
Item 9B.
Item 9B. Other Information.
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 and Financial Statement Schedules.
a. The following documents are filed as part of this Report.
3. Exhibits
31.1 Certification.
99.1 Annual Servicer’s Certificate for the year ended December 31, 2005.
99.2 Annual Collateral Certificateholders’ Statement for the year ended December 31, 2005, Series
2005-1.
99.3 Report of Independent Registered Public Accounting Firm.
99.4 Report of Management on Compliance.
99.5 Annual Statement of Compliance.
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.
EXHIBIT INDEX
Exhibit No.
Exhibit
31.1
Certification
99.1
Annual Servicer’s Certificate for the year ended December 31, 2005.
99.2
Annual Collateral Certificateholders’ Statement for the year ended December 31, 2005, Series 2005-1
99.3
Report of Independent Registered Public Accounting Firm
99.4
Report of Management on Compliance
99.5
Annual Statement of Compliance