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: Commission file number:
July 31, 1999 33-88098
NEIMAN MARCUS FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2354838
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
NEIMAN MARCUS FUNDING CORPORATION
1201 Elm Street
Dallas, Texas 75201
(214) 761-2300
(Address of principal executive offices, including Zip Code
and 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:
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 principle 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 7A. Quantitative and Qualitative Disclosures about Market
Risk
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.
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 July 31, 1999. Such
direct participants may hold Certificates for their own
accounts or for the accounts of their customers. At
December 9, 1999, 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
Chase Manhattan Bank $51,280,000 22.8
State Street Bank and Trust Co. $47,960,000 21.3
Bank of New York $46,615,000 20.7
Bankers Trust Company $28,600,000 12.7
Citibank $12,180,000 5.4
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 December 9, 1999, 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.
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 1999 Annual Servicer's Certificate
99.1 Annual Servicing Report of Independent Public
Accounts 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: August 12, 1998, September 11,
1998, October 14, 1998 (as amended by Form 8-K/A
filed October 19, 1998), November 13, 1998,
December 11, 1998, January 13, 1999, February 11,
1999, March 12, 1999, April 12, 1999, May 11,
1999, June 11, 1999 and July 12, 1999 (as amended
by Form 8-K/A filed July 13, 1999).
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 9, 1999
EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
20.1 1999 Annual Servicer's Certificate
99.1 Annual Servicing Report of
Independent Public Accountants
pursuant to Section 3.06 of the
Pooling and Servicing Agreement