SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: Commission file number:
August 2, 1997 33-88098
NEIMAN MARCUS FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2354838
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1201 Elm Street
Dallas, Texas 75201
(Address of principal executive offices) (zip code)
Registrant s telephone number, including area code:
(214) 761-2300
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Neiman Marcus Group Credit Card Master Trust
7.60% Class A Asset Backed Certificates, Series 1995-1
7.75% Class B Asset Backed Certificates, Series 1995-1
Indicate by check mark whether the Registrant has (1) 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
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant: NONE - all of the voting stock of the Registrant is held by
The Neiman Marcus Group, Inc., and there is no public market for such stock.
PART I
Item 1. Business
The Neiman Marcus Group Credit Card Master Trust (the "Trust") was
formed pursuant to the Pooling and Servicing Agreement dated as of
March 1, 1995 (the "Pooling and Servicing Agreement") among The
Neiman Marcus Group, Inc. ("NMG") as Servicer, its wholly owned
subsidiary, Neiman Marcus Funding Corporation ("NMFC") as Seller,
and The Chase Manhattan Bank, N.A., as Trustee (the "Trustee").
On March 15, 1995, the Trust issued $225,000,000 aggregate
principal amount of Class A 7.60% Asset Backed Certificates,
Series 1995-1 (the "Class A Certificates"); $21,000,000 aggregate
principal amount of Class B 7.75% Asset Backed Certificates,
Series 1995-1 (the "Class B Certificates"); and $54,000,000
aggregate principal amount of Class C Asset Backed Certificates,
Series 1995-1 (the "Class C Certificates"), pursuant to the
Pooling and Servicing Agreement. The property of the Trust
includes a pool of receivables arising under consumer revolving
credit accounts originated by NMG. The receivables were sold by
NMG to NMFC pursuant to a Receivables Purchase Agreement dated as
of March 1, 1995 between NMG and NMFC, and the receivables were
sold by NMFC to the Trust pursuant to the Pooling and Servicing
Agreement. The only business of NMFC is to perform its
obligations as Seller in connection with the issuance by the Trust
of the Class A, Class B and Class C Certificates pursuant to the
Receivables Purchase Agreement, the Pooling and Servicing
Agreement, and the Series 1995-1 Supplement to the Pooling and
Servicing Agreement.
Item 2. Properties
See Item 1 for a description of the property of the Trust
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
The Class A and Class B 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 Certificates representing investors' interests in
the Trust are registered in the name of Cede & Co., the nominee of
DTC.
To the best knowledge of the Registrant, there is no established
public trading market for the Certificates.
The Class C Certificate is held by NMFC, and all of the common
stock of NMFC is owned by NMG. There is no public market for the
common stock of NMFC.
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
Item 10. Directors and Executive Officers of the Registrant
Not Applicable
Item 11. Executive Compensation
Not Applicable
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PART III
Item 12. Security Ownership Of Certain Beneficial Owners And Management
(a) The Class A Certificates and the Class B Certificate, which
represent investors' interests in the Trust, are registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("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 & Co. is the sole holder of record of the
Class A and Class B Certificates, which it held on behalf of brokers, dealers,
banks and other direct participants in the DTC system at August 2, 1997. Such
direct participants may hold Certificates for their own accounts or for the
accounts of their customers. At August 2, 1997, the following direct DTC
participants held positions in Certificates representing interests in the
Trust equal to or exceeding 5% of the total principal amount of the
Certificates of each Class outstanding on that date:
Title of Aggregate Amount Percentage
Class Name of Certificates Held of Ownership
Series 1995-1
Class A Bankers Trust Company $60,000,000 26.7%
Chase Manhattan Bank $51,360,000 22.8%
Bank of New York $42,150,000 18.7%
State Street Bank - Custodian $21,640,000 9.6%
Citibank $12,400,000 5.5%
Class B Chase Manhattan Bank $21,000,000 100%
The address of each of the above participants is
c/o The Depository Trust Company
7 Hanover Square
New York, NY 10004
NMFC, as of August 2, 1997, owned 100% of the Class C Certificate, which
represented beneficial ownership of a residual interest in the assets of the
Trust as provided in the Pooling and Servicing Agreement.
The Neiman Marcus Group, Inc. is the owner of 100% of the issued and
outstanding common stock of the Registrant, which is not traded in any market.
Item 13. Certain Relationships and Related Transactions
None
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PART IV
Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K
(a) The following Exhibits are filed as part of this Report:
20.1 1997 Annual Servicer's Certificate
99.1 Annual Servicing Report of Independent Public Accountants
pursuant to Section 3.06 of the Pooling and Servicing Agreement
(b) Reports on Form 8-K
Current Reports on Form 8-K are filed on or before the Distribution Date
each month (on, or the first business day after, the 15th of each
month). The reports include as an Exhibit the Monthly Servicer's
Certificate. Current Reports on Form 8-K were filed with the Securities
and Exchange Commission on: November 12, 1996, December 10 , 1996,
January 10, 1997, February 13 ,1997, March 12, 1997, April 11, 1997, May
13, 1997, June 11, 1997, July 11, 1997, August 11, 1997, September 12,
1997, October 10, 1997, and November 10, 1997.
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.
NEIMAN MARCUS FUNDING CORPORATION
By: /s/ Paul F. Gibbons
Paul F. Gibbons
Vice President and Treasurer
Date: December 2, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIALLY
NUMBER NUMBERED PAGE
20.1 Annual Servicer's Certificate
99.1 Annual Servicing Report of
Independent Public Accountants
pursuant to Section 3.06 of the
Pooling and Servicing Agreement