-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AMJejdqWwym+4pcbjClwc77bElgvtv/bbq2nCJb7vFQnIEt2iDgY2+QiHGzISe3m TOYz3cz5XfNcFBspmY+i1Q== 0000912057-97-016125.txt : 19970509 0000912057-97-016125.hdr.sgml : 19970509 ACCESSION NUMBER: 0000912057-97-016125 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970508 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON HUDSON RECEIVABLES CORP CENTRAL INDEX KEY: 0000946115 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 411812153 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26930 FILM NUMBER: 97597889 BUSINESS ADDRESS: STREET 1: 777 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123706530 MAIL ADDRESS: STREET 1: 80 SOUTH 8TH STREET STREET 2: 14TH FLOOR STE 1401 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 10-K 1 FORM 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES 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 DECEMBER 31, 1996 COMMISSION FILE NUMBER 0-26930 ------------------------ 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 ------------------------ 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) ------------------------ 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 2 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 3 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. 4 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 ----------------------------------------- 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 5 EXHIBIT INDEX
SEQUENTIAL PAGE EXHIBIT NO. EXHIBIT NO. - ----------- -------------------------------------------------------------------------------------------- --------------- 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
6 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 ANNUAL SERVICER'S CERTIFICATE RETAILERS NATIONAL BANK DAYTON HUDSON CREDIT CARD MASTER TRUST The undersigned, a duly authorized representative of Retailers National Bank, as Servicer ("RNB"), pursuant to the Pooling and Servicing Agreement dated as of September 13, 1995, as supplemented by the Series 1995-1 Supplement and the Series 1996-1 Supplement (as may be amended and supplemented from time to time, the "Agreement"), among Dayton Hudson Receivables Corporation, as Transferor, RNB as Servicer, and Norwest Bank Minnesota, National Association, as Trustee, does hereby certify that: 1. RNB is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this certificate to the Trustee. 3. A review of the activities of the Servicer during the fiscal year ended January 4, 1997, and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the fiscal year ended January 4, 1997 which sets forth in detail (i) the nature of each default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default: None. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the 20th day of March, 1997. RETAILERS NATIONAL BANK, AS SERVICER, By: /s/ THOMAS A. SWANSON ----------------------------------------- Name: Thomas A. Swanson Title: VICE PRESIDENT & CASHIER 7 EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 ANNUAL CERTIFICATEHOLDERS' STATEMENT DAYTON HUDSON RECEIVABLES CORPORATION DAYTON HUDSON CREDIT CARD MASTER TRUST (SERIES 1995-1) Pursuant to the Pooling and Servicing Agreement dated as of September 13, 1995 (as may be amended and supplemented from time to time, the "Agreement") among Retailers National Bank as Servicer, Dayton Hudson Receivables Corporation, as Transferor, and Norwest Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information annually regarding distributions to and the performance of the Trust during the Monthly Periods for the Calendar year. The information which is required to be prepared with respect to the performance of the Trust during the period December 31, 1995 through January 4, 1997 is set forth below. Certain information is based on the Transferor's fiscal year end, ending January 4, 1997. Certain information is presented on the basis of an original principal amount of $1,000 per Certificate. Certain other information is presented based on the aggregate amounts for the Trust as a whole. A) INFORMATION REGARDING INTEREST AND PRINCIPAL DISTRIBUTED (STATED ON THE BASIS OF $1,000 ORIGINAL PRINCIPAL AMOUNT) FOR THIS SERIES. (1) The total amount of interest and principal distributed to Class A Certificateholder's for the period January 1, 1996 through December 31, 1996 per $1,000 original principal amount......... $ 61.00 (2) The portion of the amount set forth in paragraph 1 above in respect of interest distributed on the Class A Certificates for the period January 1, 1996 through December 31, 1996 per $1,000 original principal amount...................................... $ 61.00 (3) The portion of the amount set forth in paragraph 1 above in respect of principal distributed for the period January 1, 1996 through December 31, 1996 for the Class A Certificates, per $1,000 original principal amount............................... $ 0
B) INFORMATION REGARDING THE PERFORMANCE OF THE TRUST. (1) COLLECTION OF PRINCIPAL RECEIVABLES. (a) The aggregate amount of Collections of Principal Receivables processed December 31, 1995 through January 4, 1997 which were allocated in respect of the Series 1995-1 Class A Certificates................................. $834,415,546.50 (b) The aggregate amount of Collections of Principal Receivables processed December 31, 1995 through January 4, 1997 which were allocated in respect of the Series 1995-1 Class B Certificates................................. $256,321,298.78
8 (2) COLLECTION OF FINANCE CHARGE RECEIVABLES. (a) The aggregate amount of Collections of Finance Charge Receivables processed December 31, 1995 through January 4, 1997 which were allocated in respect of the Series 1995-1 Class A Certificates.................................... $96,126,151.84 (b) The aggregate amount of Collections of Finance Charge Receivables processed December 31, 1995 through January 4, 1997 which were allocated in respect of the Series 1995-1 Class B Certificates.................................... $29,528,222.96
(3) RECOVERIES. (a) The aggregate amount of Collections processed December 31, 1995 through January 4, 1997 that constitute Recoveries on Defaulted Receivables which were allocated in respect of the Series 1995-1 Class A Certificates..................... $6,151,763.25 (b) The aggregate amount of Collections processed December 31, 1995 through January 4, 1997 that constitute Recoveries on Defaulted Receivables which were allocated in respect of the Series 1995-1 Class B Certificates..................... $1,889,685.04
(4) PRINCIPAL RECEIVABLES IN THE TRUST. (a) The aggregate amount of Principal Receivables in the Trust as of the end of the day on January 4, 1997 (which reflects the Principal Receivables represented by the Transferors Interest in the Trust and by the Investor Certificates)................................ $2,284,349,975.98 (b) The amount of Principal Receivables in the Trust represented by the Series 1995-1 Certificates (the "Invested Amount") as of the end of the day on January 4, 1997........ $ 522,875,817 (c) The amount of Principal Receivables in the Trust represented by the Series 1995-1 Class A Certificates (the "Class A Invested Amount") as of the end of the day on January 4, 1997...................................... $ 400,000,000 (d) The amount of Principal Receivables in the Trust represented by the Series 1995-1 Class B Certificates (the "Class B invested Amount") as of the end of the day on January 4, 1997...................................... $ 122,875,817 (e) The Floating Allocation Percentage (during the Revolving Period) or the Fixed/Floating Allocation Percentage (during the Amortization Period) with respect to the Principal Receivables in the Trust as of the end of the day January 4, 1997............... 26.35%
9 (5) DELINQUENT BALANCES. The aggregate amount of outstanding balances in the Accounts which were 2 or more monthly payments contractually delinquent as of the end of the day on January 4, 1997:
AGGREGATE ACCOUNT BALANCE --------------- 2 Missed Monthly Payments.......................................... $ 68,222,713 3 Missed Monthly Payments.......................................... $ 29,419,607 4 or More Missed Monthly Payments.................................. $ 56,162,308
(6) INVESTOR DEFAULTED AMOUNT. (a) This aggregate amount of all defaulted Principal Receivables written off as uncollectible for the period December 31, 1995 through January 4, 1997 1995 allocable to the Series 1995-1 Class A Certificates (the "Series 1995-1 Class A Investor Defaulted Amount")..................... $24,786,922.90 (b) The aggregate amount of all defaulted Principal Receivables written off as uncollectible for the period December 31, 1995 through January 4, 1997 allocable to the Series 1995-1 Class B Certificates (the "Series 1995-1 Class B Investor Defaulted Amount")..................... $7,613,962.13 (c) The aggregate amount of all defaulted Principal Receivables written off as uncollectible for the period December 31, 1995 through January 4, 1997 allocable to the Series 1995-1 Investor Certificates (the "Investor Defaulted Amount")........................................ $32,402,830.53
(7) INVESTOR CHARGE OFFS: REIMBURSEMENT OF CHARGE OFFS. (a) The amount of the Investor Charge Off per $1,000 original principal amount (which will have the effect of reducing, pro rata, the amount of Series 1995-1 Class A Certificateholder's investment)..................................... $ 0 (b) The amount of the Investor Charge Off per $1,000 original principal amount (which will have the effect of reducing, pro rata, the amount of Series 1995-1 Class B Certificateholder's investment)..................................... $ 0 (c) The total amount reimbursed to the Trust from December 31, 1995 through January 4, 1997 in respect of Investor Charge Offs in prior months.......................................... $ 0 (d) The amount set forth immediately above per $1,000 original principal amount (which will have the effect of increasing pro rata, the amount of each Series 1995-1 Certificateholder's investment)..................................... $ 0
10 (8) INVESTOR SERVICING FEE. (a) The amount of the Series 1995-1 Class A Investor Monthly Servicing Fee payable by the Trust to the Servicer from December 31, 1995 through January 4, 1997................................. $7,999,601.98 (b) The amount of the Series 1995-1 Class B Investor Monthly Servicing Fee payable by the Trust to the Servicer from December 31, 1995 through January 4, 1997................................. $2,457,329.07
(9) The amount of Series 1995-1 Reallocated Principal Collections from December 31, 1995 through January 4, 1997................. $ 0 (10) THE POOL FACTOR. The Pool Factor (which represents the ratio of the Series 1995-1 Class A Adjusted Invested Amount as of the end of the day on January 4, 1997 to the Class A Invested Amount as of the Closing Date). The Amount of a Series 1995-1 Class A Invested Amount can be determined by multiplying the original denomination of the holder's Certificate by the Series 1995-1 Class A Pool Factor............................................ 1.0000000 The Pool Factor (which represents the ratio of the Series 1995-1 Class B Invested Amount as of the end of the day on September 13, 1995 to the Series Class B Invested Amount as of the Closing Date). The amount of a Certificateholder's pro rata share of the Class B Invested Amount can be determined by multiplying the original denomination of the holder's Series 1995-1 Class B Certificate by the Series 1995-1 Class B Pool Factor......................................................... 1.0000000
RETAILERS NATIONAL BANK, AS SERVICER, By: /s/ THOMAS A. SWANSON ----------------------------------------- Name: Thomas A. Swanson Title: VICE PRESIDENT & CASHIER 11 EX-99.3 4 EXHIBIT 99.3 EXHIBIT 99.3 REPORT OF INDEPENDENT ACCOUNTANTS Dayton Hudson Corporation, its Officers and Directors and Dayton Hudson Receivables Corporation, its Officers and Directors As Transferor and Retailers National Bank, its Officers and Directors As Servicer and Norwest Bank, National Association, As Trustee We have audited, in accordance with generally accepted auditing standards, the statements of financial condition of Retailers National Bank ("the Bank"), as of December 31, 1996 and 1995 and the related statements of income, stockholder's equity and cash flows for the years then ended and have issued our report thereon dated January 22, 1997. Our audit, referred to in the preceding paragraph, included procedures applied to the documents and records relating to the servicing of credit card receivables, all of which are subject to the provisions of the Dayton Hudson Credit Card Master Trust Pooling and Servicing Agreement ("the Pooling and Servicing Agreement") dated as of September 13, 1995. Our procedures were as follows: Documents and records relating to the servicing of credit card receivables under the Pooling and Servicing Agreement: 1. Using an audit software application applied to the servicing portfolio as of September 30, 1996, we clerically tested the summarization of credit card receivables by credit card label, by billing cycle, individually and in total for all aging categories for a sample of periods in 1996 through September 30, 1996. 2. We read documentation of Internal Audit's sample clerical tests of the aging of credit card receivable cycles at September 30, 1996. 3. We documented the process of sales that generate credit card receivables and tested the related controls as of September 30, 1996. Per subsequent inquiry of Dayton Hudson Corporation and Bank management, we were informed that no significant changes occurred in the related systems, controls or process through our report date. 4. We confirmed a sample of 151 credit card receivables as of September 30, 1996. Ten responses noting differences were appropriately resolved by Internal Audit. 5. We read documentation of Internal Audit's procedures related to new account application processes, credit scoring/credit approval processes, new account system set-up processes, remittance processing, monthly statement processing, collections, and credit card receivables curing. We also examined documentation of the execution of write-off practices to determine compliance 12 with applicable Office of the Comptroller of the Currency regulations and generally accepted accounting principles. 6. We documented the process of preparing the migration analysis to support the allowance for credit loss. We performed clerical tests of the underlying formulas and traced aging information to supporting cycle documentation tested above. We also assessed the adequacy of the allowance for credit losses. 7. We analytically reviewed allowance-related ratios (e.g., allowance as a percentage of total credit card receivables, year-to-date write-offs as a percentage of the allowance, year-to-date write-offs as a percentage of average loan balances) by comparing the ratios for the periods referred to in the introductory paragraph of this letter. The results provided satisfactory evidential matter for the purposes of our audit of the financial statements, referred to in the introductory paragraph of this letter, taken as a whole. This report is intended solely for the use of the specified users listed above and should not be used by for any other purpose. Very truly yours, [/S/ ERNST & YOUNG LLP] Minneapolis, Minnesota January 22, 1997 13 EX-99.4 5 EXHIBIT 99.4 EXHIBIT 99.4 REPORT OF INDEPENDENT ACCOUNTANTS Dayton Hudson Corporation, its Officers and Directors and Dayton Hudson Receivables Corporation, its Officers and Directors As Transferor and Retailers National Bank its Officers and Directors As Servicer and Norwest Bank, National Association As Trustee At your request, we have applied certain agreed-upon procedures, described below, agreed to by Dayton Hudson Corporation ("the Company"), Dayton Hudson Receivables Corporation, as Transferor, and Retailers National Bank, as Servicer, each of their respective Officers and Directors, and Norwest Bank, National Association, as Trustee to the Monthly Certificateholders' Statements ("the Statements"), issued pursuant to the Dayton Hudson Credit Card Master Trust Pooling and Servicing Agreement ("the Pooling and Servicing Agreement"), dated September 13, 1995, for Series 1995-1 each of the monthly reporting periods from January 1996 through December 1996. An example of a Statement is provided as Attachment I. The specific procedures performed on each of the Statements are cross-referenced to Attachment I for each item or group of items. Only those items with balances on the Statements were cross-referenced. Our procedures were applied as indicated with respect to the letters explained below: A. Compared amounts to the Dayton Hudson Credit Card Master Trust Prospectus Supplement, for Series 1995-1 dated September 13, 1995 ("the Prospectus Supplement") and found them to be in agreement. B. Compared the dollar and other amounts not derived directly from the Prospectus Supplement to amounts in the Company's accounting records to the extent such amounts could be so compared directly and found them to be in agreement. Examples of those accounting records used are listed below. C. Compared the dollar and other amounts not derived directly from the Prospectus Supplement, or that could not be compared directly to the Company's accounting records, to amounts within the Monthly Certificateholders' Statement and found them to be in agreement. D. Proved the arithmetic accuracy of the percentages or amounts based on the data in the above mentioned Prospectus Supplement and accounting records. Accounting records for purposes of this letter include the following reports or records: Data Summary Sheet; Breakout of Finance Charge Receivable and Principal Receivable; Finance Charge Receivable Payments as a Percentage of Total Month Payments; Receivable Aging by Dollar Balance; Month End Accounts Receivable Aging Summary Reports; Purified Net Write-Off Reports; Monthly Sales Returns; Credits and Adjustments Reports; Bank Sales Reports; Account Totals by Delinquency Level Reports; 14 Geographic Distribution of Accounts and Receivables Reports; Miscellaneous Payment Instructions Report; and, Monthly Collection Account Earnings. All Monthly Reports are generated by management of Dayton Hudson Corporation or Retailers National Bank. There were no findings noted as a result of our procedures performed. We were not engaged to, and did not perform an audit, the objective of which would be the expression of an opinion on the Monthly Certificateholders' Statements. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the use of the specified users listed above and should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. Very truly yours, [/S/ ERNST & YOUNG LLP] Minneapolis, Minnesota January 22, 1997 15 MONTHLY CERTIFICATEHOLDERS' STATEMENT RETAILERS NATIONAL BANK DAYTON HUDSON CREDIT CARD MASTER TRUST SERIES 1995-1 Pursuant to the Pooling and Servicing Agreement, dated as of September 13, 1995 (as may be amended, from time to time, the "Agreement"), as supplemented by the Series 1995-1 Supplement (as amended and Supplemented, the "Series Supplement"), each among Retailers National Bank, as Servicer, Dayton Hudson Receivables Corporation, as Transferor, and Norwest Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below. MONTHLY PERIOD: DECEMBER 1996 DISTRIBUTION DATE: JANUARY 27, 1997 NO. OF DAYS IN PERIOD: 35
- ---------------------------------------------------------------------------------------------- A. ORIGINAL DEAL PARAMETERS (a) Class A Initial Invested Amount....................... $ 400,000,000.00(A) 76.50%(D) (b) Class B Initial Invested Amount....................... 122,875,817.00(A) 23.50%(D) ------------------- (c) Total Initial Invested Amount......................... $ 522,875,817.00(D) ------------------- (d) Class A Certificate Rate.............................. 6.10%(A) (e) Class B Certificate Rate.............................. 0.00% (f) Servicing Fee Rate.................................... 2.00%(A) (g) Discount Percentage................................... 0.00% - ----------------------------------------------------------------------------------------------
I. RECEIVABLES IN THE TRUST - --------------------------------------------------------------------------------------------- (a) Beginning of the Period Principal Receivables..................... $ 1,984,148,502.69(B) (b) Beginning of the Period Finance Charge Receivables................ 56,007,433.54(B) (c) Beginning of the Period Discounted Receivables.................... -- -------------------- (d) Beginning of the Period Total Receivables (a + b + c)............. $ 2,040,155,936.23(D) -------------------- (e) Removed Principal Receivables..................................... $ -- (f) Removed Finance Charge Receivables................................ -- -------------------- (g) Removed Total Receivables (e + f)................................. $ -- -------------------- (h) Supplemental Principal Receivables................................ $ -- (i) Supplemental Finance Charge Receivables........................... -- -------------------- (j) Supplemental Total Receivables (h + i)............................ $ -- -------------------- (k) End of Period Principal Receivables............................... $ 2,284,349,975.98(B) (l) End of Period Finance Charge Receivables.......................... 59,154,747.23(B) (m) End of Period Discounted Receivables.............................. -- -------------------- (n) End of Period Total Receivables (k + l + m)....................... $ 2,343,504,723.21(D) --------------------
Page 1 of 6 MONTHLY CERTIFICATEHOLDERS' STATEMENT RETAILERS NATIONAL BANK DAYTON HUDSON CREDIT CARD MASTER TRUST SERIES 1995-1 II. INVESTED AMOUNTS AND ALLOCATION PERCENTAGES - ---------------------------------------------------------------------------------------------- (a) Class A Initial Invested Amount....................... $ 400,000,000.00(A) 76.50%(D) (b) Class B Initial Invested Amount....................... 122,875,817.00(A) 23.50%(D) ------------------- (c) Total Initial Invested Amount (a + b)................. $ 522,875,817.00(D) (d) Class A Invested Amount (a - (X.a))................... $ 400,000,000.00(D) 76.50%(D) (e) Class B Invested Amount (b - (X.e))................... 122,875,817.00(D) 23.50%(D) ------------------- (f) Total Invested Amount (d + e)......................... $ 522,875,817.00(D) (g) Class A Adjusted Invested Amount (a - (X.a)-(III.f))...................................... $ 400,000,000.00(D) 76.50%(D) (h) Class B Invested Amount (b - (X.e))................... 122,875,817.00(D) 23.50%(D) ------------------- (i) Total Adjusted Invested Amount (g + h)................ $ 522,875,817.00(D) (j) Floating Allocation Percentage........................ 26.35%(D) (k) Class A Floating Allocation Percentage................ 20.16%(D) (l) Class B Floating Allocation Percentage................ 6.19%(D) (m) Principal Allocation Percentage....................... 26.35%(D) (n) Class A Principal Allocation Percentage............... 20.16%(D) (o) Class B Principal Allocation Percentage............... 6.19%(D) (p) Servicing Fee......................................... $ 871,459.70(D) (q) Investor Defaulted Amount (j * (IV.(m))).............. $ 2,723,824.58(D)
III. TRANSFEROR'S INTEREST, RETAINED INTEREST, SPECIAL FUNDING ACCOUNT, AND PRINCIPAL FUNDING ACCOUNT - --------------------------------------------------------------------------------------------- (a) Transferor's Amount (end of month)................................ $ 1,529,609,601.18(D) (b) Required Retained Transferor Amount............................... $ 45,686,999.52(D) (c) Required Principal Balance........................................ $ 754,740,374.80(D) (e) Funds on deposit in Special Funding Account (end of month)........ $ -- (f) Principal on deposit in Principal Funding Account (end of month).......................................................... $ --
Page 2 of 6 MONTHLY CERTIFICATEHOLDERS' STATEMENT RETAILERS NATIONAL BANK DAYTON HUDSON CREDIT CARD MASTER TRUST SERIES 1995-1 IV. PERFORMANCE SUMMARY - ---------------------------------------------------------------------------------------------- COLLECTIONS: (a) Collections of Principal Receivables................................ $ 376,537,720.01(B) (b) Collections of Finance Charge Receivables (from cardholder payments)......................................................... 31,799,536.30(B) (c) Collections of Finance Charge Receivables (from merchant fees, deferred billing fees, collection account interest)............... 6,286,705.40(B) (d) Collections of Discount Option Receivables.......................... 0.00 ------------------- (e) Total Finance Charge Collections (b + c + d)........................ $ 38,086,241.70(D) ------------------- (f) Total Collections (a + e)........................................... $ 414,623,961.71(D) ------------------- DELINQUENCIES AND LOSSES: (g) 2 missed payments................................................... $ 68,222,713(B) (h) 3 missed payments................................................... 29,419,607(B) (i) 4 or more missed payments........................................... 56,162,308(B) ------------------- (j) Total delinquencies (g + h + i)..................................... $ 153,804,628(D) ------------------- (k) Gross Charge-Offs during the month.................................. $ 12,210,936.02(B) (l) Recoveries during the month......................................... $ 1,874,882.44(B) (m) Net Charge-Offs during the month (k - l)............................ $ 10,336,053.58(D) V. NON-U.S. ACCOUNTS - ---------------------------------------------------------------------------------------------- (a) Non-US Accounts at end of month..................................... 184,526(B) (b) as a percentage of total (a/c)...................................... 0.84%(D) (c) Total number of Accounts in Trust (at end of month)................. 21,860,497(B)
Page 3 of 6 MONTHLY CERTIFICATEHOLDERS' STATEMENT RETAILERS NATIONAL BANK DAYTON HUDSON CREDIT CARD MASTER TRUST SERIES 1995-1 VI. AVAILABLE SERIES 1995-1 FINANCE CHARGE COLLECTIONS AND APPLICATION OF FUNDS - ------------------------------------------------------------------------------------------------- (a) Floating Allocation Percentage of Collections of Finance Charge Receivables....................................................... $ 10,036,736.02(D) (b) Investment earnings on Principal Funding Account.................... -- (c) Investment earnings in Reserve Account deposited in the Collection Account........................................................... -- (d) Reserve draw Amount deposited into the Collection Account........... -- ------------------- (e) Available Series 1995-1 Finance Charge Collections (a + b + c + d)................................................................ $ 10,036,736.02(D) (i) Class A Interest.................................................... 2,033,333.34(D) (ii) Servicing Fee....................................................... 871,459.70(C) (iii) Class A Investor Defaulted Amount ((IV.m * (II.k)).................. 2,083,725.80(D) (iv) Class B Investor Defaulted Amount ((IV.m * (II.l)).................. 640,098.78(D) (v) Adjustment Payment Shortfalls....................................... -- (vi) Reimbursement of Class A Investor Charge-Offs....................... -- (vii) Reimbursement of Class B Investor Charge-Offs and Reallocated Class B Principal Collections........................................... -- (viii) Class B Interest.................................................... -- (ix) Reserve Account..................................................... -- (x) Excess Finance Charge Collections (e-i-ii-iii-iv-v-vi-vii-viii-ix).................................. $ 4,408,118.41(D)
Page 4 of 6 MONTHLY CERTIFICATEHOLDERS' STATEMENT RETAILERS NATIONAL BANK DAYTON HUDSON CREDIT CARD MASTER TRUST SERIES 1995-1 VII. YIELD AND BASE RATE - ------------------------------------------------------------------------------------------- BASE RATE (a) Base Rate (current month)............................................... 6.67%(D) (b) Base Rate (prior month)................................................. 6.67%(B) (c) Base Rate (2 months ago)................................................ 6.67%(B) (d) 3 Month Average Base Rate............................................... 6.67%(D) PORTFOLIO YIELD (e) Portfolio Yield (current month)......................................... 14.39%(D) (f) Portfolio Yield (prior month)........................................... 19.64%(B) (g) Portfolio Yield (2 months ago).......................................... 21.09%(B) (h) 3 Month Average Portfolio Yield......................................... 18.37%(D) VIII. PORTFOLIO PERFORMANCE RATES - ------------------------------------------------------------------------------------------- (a) Net Charge-Offs (annualized % of Principal Receivables at beginning of period)............................................................... 5.36%(D) (b) Monthly Payment Rate (% of Principal Receivables at beginning of period (adjusted for number of days in period)).............................. 17.91%(D) (c) Trust Portfolio Yield (annualized)...................................... 19.74%(D) (d) Portfolio Yield (3 month average (annualized)).......................... 18.37%(D) (e) Base Rate (3 month average)............................................. 6.67%(D) (f) Excess Finance Charge Collections % (d - e)............................. 11.70%(D)
Page 5 of 6 MONTHLY CERTIFICATEHOLDERS' STATEMENT RETAILERS NATIONAL BANK DAYTON HUDSON CREDIT CARD MASTER TRUST SERIES 1995-1 IX. PRINCIPAL COLLECTIONS - ----------------------------------------------------------------------------------------------- (a) Class A Principal Allocation Percentage.............................. 20.16%(D) (b) Class A Principal.................................................... $ -- (c) Class B Principal Allocation Percentage.............................. 6.19%(D) (d) Class B Principal.................................................... $ -- (e) Total Principal (b + d).............................................. $ -- (f) Reallocated Principal Collections.................................... $ -- (g) Shared Principal Collections allocable from other Series and Participation...................................................... $ -- X. INVESTOR CHARGE-OFFS - ----------------------------------------------------------------------------------------------- CLASS A INVESTOR CHARGE-OFFS (a) Class A Investor Charge-Offs......................................... $ -- (b) Class A Investor Charge-Offs per $1,000 original certificate principal amount................................................... $ -- (c) Total amount reimbursed in respect of Class A Investor Charge-Offs... $ -- (d) The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date........ $ -- CLASS B INVESTOR CHARGE-OFFS (e) Class B Investor Charge-Offs......................................... $ -- (f) Class B Investor Charge-Offs per $1,000 original certificate principal amount................................................... $ -- (g) Total amount reimbursed in respect of Class B Investor Charge-Offs... $ -- (h) The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date........ $ -- XI. AMORTIZATION - ----------------------------------------------------------------------------------------------- (a) Class A Accumulation Period Length (months).......................... 12(A) (b) Controlled Accumulation Amount....................................... $ 33,333,333.34(A) (c) Deficit Controlled Accumulation Amount............................... $ -- (d) Total Principal on deposit in Principal Funding Account for the benefit of Class A Certificateholders.............................. $ --
RETAILERS NATIONAL BANK, AS SERVICER By: /s/ THOMAS A. SWANSON ----------------------------------- Name: Thomas A. Swanson Title: VICE PRESIDENT & CASHIER Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----