<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/x/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997.
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
----------------- to ------------------- .
COMMISSION FILE NUMBER: 33-98378
NEWCOURT RECEIVABLES ASSET TRUST
(AS ISSUER OF THE SECURITIES)
NEWCOURT RECEIVABLES CORPORATION
(AS SELLER)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-041305
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2700 BANK ONE TOWER, 111 MONUMENT CIRCLE, INDIANAPOLIS, INDIANA 46204-5787
TELEPHONE: (800) 639-2687
(Address and telephone number of the of the
registrant's principal executive office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 639-2687
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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
---- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the registrant's common stock held by
non-affiliates of the registrant: Not Applicable
Indicate the number of shares outstanding of the registrant's classes of
common stock, as of the latest practicable date: Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I
Item 1. Business
Not applicable.
Item 2. Properties
Newcourt Receivables Asset Trust (the "Trust") was formed pursuant to a
Pooling, Collateral Agency and Servicing Agreement, dated as of April 15, 1996,
by and among Newcourt Credit Group Inc., as Servicer, Newcourt Receivables
Corporation, as Seller, Fleet National Bank, as Collateral Agent and Chase
Manhattan Bank Delaware, as Issuer Trustee (the "Pooling and Servicing
Agreement"). The property of the Trust includes a pool of contracts consisting
of (i) conditional sale agreements, promissory notes with or without related
security agreements, operating and finance leases, installment payment
agreements, and similar types of financing agreements with end-users ("End-User
Contracts") in each case with respect to certain information technology,
communications, commercial, industrial, transportation, resources and
construction equipment (the "Equipment"), certain computer software and related
support and consulting services (together with the Equipment, the "Financed
Items"), together with certain rights of financing originators under vendor
finance program agreements and vendor assignments with vendors of the Financed
Items, collections thereon, the Equipment or a security interest in the
Equipment and (ii) limited or full recourse promissory notes payable by vendors
and secured by the vendors' interest in the End-User Contracts originated by
such vendors and by the Equipment related to such End-User Contracts.
Item 3. Legal Proceedings
There are no material pending legal proceedings with respect to the Trust
or Newcourt Receivables Corporation involving the Trust, Newcourt Receivables
Corporation or Newcourt Credit Group Inc., as Servicer, other than ordinary or
routine litigation incidental to the Trust assets or the Servicer's duties under
the Pooling and Servicing Agreement.
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
(a) The Trust has issued three Series of Notes: Series 1996-1, Series 1996-2
and Series 1996-3. There is no established public trading market for the
Notes.
(b) Because each Series of Notes was issued in book entry form only, there is
only one holder of record of each Series of Notes.
<PAGE>
(c) The Trust does not pay dividends.
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 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
The Notes are represented by one or more notes registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("DTC"). An investor
holding Notes is not entitled to receive a certificate representing such Notes
except in limited circumstances. Accordingly, Cede & Co. is the sole holder of
record of the Notes, which it holds on behalf of brokers, dealers, banks and
other participants in the DTC system. Such participants may hold Notes for
their own accounts or for the accounts of their customers. The address of Cede
& Co. Is:
Cede & Co.
<PAGE>
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions
There has not been, and there is not currently proposed, any transaction or
series of transactions, to which any of the Trust, Newcourt Receivables
Corporation, Chase Manhattan Bank Delaware, as Trustee, or Newcourt Credit Group
Inc., as Servicer, is a party with any Noteholder who, to the knowledge of
Newcourt Receivables Corporation or the Servicer, owns of record or beneficially
owns more than five percent of the Notes.
Item 14. Exhibits, Financial Statements and Reports on Form 8-K
(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
Exhibit No. Description
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance
99.3 Annual Independent Accountant's Servicing Report
(b) Reports on Form 8-K.
The Registrant has filed Current Reports on Form 8-K dated
December 17, 1997, November 17, 1997, October 15, 1997,
September 17, 1997, August 17, 1997, July 16, 1997, June 17, 1997,
May 20, 1997, April 20, 1997, March 20, 1997, February 20, 1997 and
January 20, 1997.
(c) see (a)3 above
(d) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NEWCOURT RECEIVABLES ASSET TRUST
By: Newcourt Receivables Corporation
By: /s/ Daniel A. Jauernig
--------------------------------
Daniel A. Jauernig
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Bradley D. Nullmeyer
- --------------------------
Bradley D. Nullmeyer Principal Executive Officer March 30, 1998
and Director
/s/ Daniel A. Jauernig
- --------------------------
Daniel A. Jauernig Principal Financial Officer, March 30, 1998
Principal Accounting Officer
/s/ Peter H. Sorensen and Director
- --------------------------
Peter H. Sorensen Director March 31, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance
99.3 Annual Independent Accountant's Servicing Report
<PAGE>
NEWCOURT RECEIVABLES
ASSET TRUST
SUMMARY OF PERFORMANCE
FOR THE YEAR ENDED
DECEMBER 31, 1997
I) OUTSTANDING BALANCES,
PRINCIPAL AND INTEREST
PAID
CLASS A NOTES
<TABLE>
<CAPTION>
Opening Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
OUTSTANDING BALANCES
<S> <C> <C> <C> <C> <C> <C> <C>
Series 1996-1 85,632,689.93 83,039,073.86 80,320,721.12 77,837,305.11 73,772,507.28 71,160,051.15 67,979,229.16
Series 1996-2 150,516,984.31 145,305,637.21 138,873,947.09 133,858,449.03 126,249,843.83 121,166,718.00 115,965,164.98
Series 1996-3 178,196,827.44 171,283,150.99 167,111,475.81 162,014,173.27 154,024,284.63 148,669,363.77 142,333,680.34
Total 414,346,501.68 399,627,862.06 386,306,144.02 373,709,927.41 354,046,635.74 340,996,132.92 326,278,074.48
PRINCIPAL PAID
Series 1996-1 2,593,616.07 2,718,352.74 2,483,416.01 4,064,797.83 2,612,456.13 3,180,821.99
Series 1996-2 5,211,347.10 6,431,690.12 5,015,498.06 7,608,605.20 5,083,125.83 5,201,553.02
Series 1996-3 6,913,676.45 4,171,675.18 5,097,302.54 7,989,888.64 5,354,920.86 6,335,683.43
Total 14,718,639.62 13,321,718.04 12,596,216.61 19,663,291.67 13,050,502.82 14,718,058.44
INTEREST PAID
Series 1996-1 484,538.30 469,862.76 454,481.41 440,429.42 417,429.44 402,647.29
Series 1996-2 861,709.74 831,874.77 795,053.35 766,339.62 722,780.36 693,679.46
Series 1996-3 926,623.50 890,672.39 868,979.67 842,473.70 800,926.28 773,080.69
Total 2,272,871.54 2,192,409.92 2,118,514.43 2,049,242.74 1,941,136.08 1,869,407.44
CLASS A NOTES (continued)
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97
OUTSTANDING BALANCES
Series 1996-1 63,928,749.20 60,111,407.49 57,186,881.66 53,817,957.40 50,767,467.36 47,624,401.27
Series 1996-2 109,502,230.12 103,117,855.69 98,414,675.74 93,369,511.72 88,478,780.75 83,439,869.13
Series 1996-3 134,373,857.14 127,063,847.94 121,869,534.48 116,105,107.95 110,587,944.48 104,965,442.31
Total 307,804,836.46 290,293,111.12 277,471,091.88 263,292,577.07 249,834,192.59 236,029,712.71
PRINCIPAL PAID
Series 1996-1 4,050,479.96 3,817,341.71 2,924,525.83 3,368,924.26 3,050,490.04 3,143,066.09
Series 1996-2 6,462,934,86 6,384,374.43 4.703,179.95 5,045,164.02 4,890,730.97 5,038,911.62
Series 1996-3 7,959,823.20 7,310,009.20 5,194,313.46 5,764,426.53 5,517,163.47 5,622,502.17
Total 18,473,238.02 17,511,725.34 12,822,019.24 14,178,514.81 13,458,384.48 13,804,479.88
INTEREST PAID
Series 1996-1 384,649.14 361,730.17 340,130.38 323,582.44 304,519.94 287,259.25
Series 1996-2 663,900.57 626,900.27 590,349.72 563,424.02 534,540.45 506,541.02
Series 1996-3 740,135.14 698,744.06 660,732.01 633,721.58 603,746.56 575,057.31
Total 1,788,684.85 1,687,374.50 1,591,212.11 1,520,728.04 1,442,806.95 1,368,857.58
CLASS B NOTES
Opening Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
OUTSTANDING BALANCES
Series 1996-1 4,162,261.24 4,111,013.48 4,033,064.15 3,957,817.39 3,866,474.66 3,793,825.47 3,712,242.01
Series 1996-2 6,842,357.15 6,723,096.55 6,512,779.73 6,349,046.72 6,158,448.71 6,004,506.54 5,871,575.43
Series 1996-3 7,878,205.85 7,705,954.75 7,604,651.68 7,446,417.87 7,263,510.10 7,109,712.77 6,946,131.29
Total 18,882,824.24 18,540,064.78 18,150,495.56 17,753,281.98 17,288,433.47 16,908,044.78 16,529,948.73
PRINCIPAL PAID
Series 1996-1 51,247.76 77,949.33 75,246.76 91,342.73 72,649.19 81,583.46
Series 1996-2 119,260.60 210,316.82 163,733.01 190,598.01 153,942.17 132,931.11
Series 1996-3 172,251.10 101,303.07 158,233.81 182,907.77 153,797.33 163,581.48
Total 342,759.46 389,569.22 397,213.58 464,848.51 380,388.69 378,096.05
INTEREST PAID
Series 1996-1 26,118.19 25,796.61 25,307.48 24,835.30 24,262.13 23,806.25
Series 1996-2 42,992.81 42,243.46 40,921.97 39,893.18 38,695.59 37,728.32
Series 1996-3 45,365.34 44,373.46 43,790.12 42,878.96 41,825.71 40,940.10
Total 114,476.34 112,413.53 110,019.57 107,607.44 104,783.43 102,474.67
CLASS B NOTES (continued)
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97
OUTSTANDING BALANCES
Series 1996-1 3,616,565.51 3,529,002.26 3,444,403.34 3,356,813.14 3,284,334.51 3,204,137.40
Series 1996-2 5,724,779.27 5,581,017.71 5,446,045.59 5,320,900.48 5,209,057.74 5,084,913.16
Series 1996-3 6,762,607.68 6,602,043.28 6,460,059.28 6,324,402.54 6,205,148.93 6,073,474.95
Total 16,103,952.46 15,712,063.25 15,350,508.21 15,002,116.16 14,698,541.18 14,362,525.51
PRINCIPAL PAID
Series 1996-1 95,676.50 87,563.25 84,598.92 87,590.20 72,478.63 80,197.11
Series 1996-2 146,796.16 143,761.56 134,972.12 125,145.11 111,842.74 124,144.58
Series 1996-3 183,523.61 160,564.40 141,984.00 135,656.74 119,253.61 131,673.98
Total 425,996.27 391,889.21 361,555.04 348,392.05 303,574.98 336,015.67
INTEREST PAID
Series 1996-1 23,294.32 22,693.95 22,144.49 21,613.63 21,064.00 20,609.20
Series 1996-2 36,893.07 35,970.70 35,067.39 34,219.32 33,432.99 32,730.25
Series 1996-3 39,998.14 38,941.35 38,016.77 37,199.17 36,418.02 35,731.32
Total 100,185.53 97,606.00 95,228.65 93,032.12 90,915.01 89,070.77
<PAGE>
NEWCOURT RECEIVABLES
ASSET TRUST
SUMMARY OF PERFORMANCE
FOR THE YEAR ENDED
DECEMBER 31, 1997
CLASS C NOTES
Opening Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
OUTSTANDING BALANCES
Series 1996-1 4,162,261.24 4,111,013.48 4,033,064.15 3,957,817.39 3,866,474.66 3,793,825.47 3,712,242.01
Series 1996-2 6,842,357.15 6,723,096.55 6,512,779.73 6,349,046.72 6,158,448.71 6,004,506.54 5,871,575.43
Series 1996-3 7,878,205.85 7,705,954.75 7,604,651.68 7,446,417.87 7,263,510.10 7,109,712.77 6,946,131.29
Total 18,882,824.24 18,540,064.78 18,150,495.56 17,753,281.98 17,288,433.47 16,908,044.78 16,529,948.73
PRINCIPAL PAID
Series 1996 51,247.76 77,949.33 75,246.76 91,342.73 72,649.19 81,583.46
Series 1996-2 119,260.60 210,316.82 163,733.01 190,598.01 153,942.17 132,931.11
Series 1996-3 172,251.10 101,303.07 158,233.81 182,907.77 153,797.33 163,581.48
Total 342,759.46 389,569.22 397,213.58 464,848.51 380,388.69 378,096.05
INTEREST PAID
Series 1996-1 31,390.39 31,003.89 30,416.03 29,848.54 29,159.66 28,611.77
Series 1996-2 52,572.11 51,655.79 50,039.86 48,781.84 47,317.41 46,134.63
Series 1996-3 56,854.39 55,611.31 54,880.24 53,738.32 52,418.33 51,308.43
Total 140,816.89 138,270.99 135,336.13 132,368.70 128,895.40 126,054.83
CLASS C NOTES (continued)
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97
OUTSTANDING BALANCES
Series 1996-1 3,616,565.51 3,529,002.26 3,444,403.34 3,356,813.14 3,284,334.51 3,204,137.40
Series 1996-2 5,724,779.27 5,581,017.71 5,446,045.59 5,320,900.48 5,209,057.74 5,084,913.16
Series 1996-3 6,762,607.68 6,602,043.28 6,460,059.28 6,324,402.54 6,205,148.93 6,073,474.95
Total 16,103,952.46 15,712,063.25 15,350,508.21 15,002,116.16 14,698,541.18 14,362,525.51
PRINCIPAL PAID
Series 1996 95,676.50 87,563.25 84,598.92 87,590.20 72,478.63 80,197.11
Series 1996-2 146,796.16 143,761.56 134,972.12 125,145.11 111,842.74 124,144.58
Series 1996-3 183,523.61 160,564.40 141,984.00 135,656.74 119,253.61 131,673.98
Total 425,996.27 391,889.21 361,555.04 348,392.05 303,574.98 336,015.67
INTEREST PAID
Series 1996-1 27,996.49 27,274.93 26,614.56 25,976.54 25,315.97 24,769.36
Series 1996-2 45,113.27 43,985.39 42,880.82 41,843.78 40,882.25 40,022.93
Series 1996-3 50,127.91 48,803.49 47,644.75 46,620.09 45,641.10 44,780.49
Total 123,237.67 120,063.81 117,140.13 114,440.41 111,839.32 109,572.78
II) PORTFOLIO PERFORMANCE
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
DELINQUENCY
31-60 days past due 18,736,567 17,874,099 17,431,932 16,420,038 15,866,277 15,405,963
61-90 days past due 3,223,447 3,135,383 3,092,035 2,925,087 2,850,777 2,670,784
over 90 days past due 1,140,002 1,190,834 1,161,801 1,064,485 1,510,507 2,238,677
LOSSES
Gross Charge-Offs 376,421 314,117 358,609 288,915 403,851 561,154
Recoveries 304,605 207,425 207,940 231,263 286,000 400,595
Net Charge-Offs 71,816 106,692 150,669 57,652 117,851 160,559
</TABLE>
II) PORTFOLIO PERFORMANCE (continued)
<TABLE>
<CAPTION>
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97
DELINQUENCY
<S> <C> <C> <C> <C> <C> <C>
31-60 days past due 14,421,712 13,736,345 13,044,323 12,449,976 11,817,871 10,571,971
61-90 days past due 2,499,295 2,441,176 2,300,515 2,204,397 2,088,466 1,969,589
over 90 days past due 1,991,637 1,808,871 1,805,407 1,693,637 1,585,384 1,500,927
LOSSES
Gross Charge-Offs 505,062 442,668 517,074 476,248 440,696 419,316
Recoveries 343,243 336,190 396,481 407,173 346,064 281,103
Net Charge-Offs 161,819 106,478 120,593 69,075 94,632 138,213
NOTE: The Gross Charge-Off amount in the Losses section identified in the
respective month is included in the balance of "over 90 days past due"
reported in the Delinquency section
<PAGE>
NEWCOURT RECEIVABLES
ASSET TRUST
SUMMARY OF PERFORMANCE
FOR THE YEAR ENDED
DECEMBER 31, 1997
III) RESERVE ACCOUNT
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
BEGINNING BALANCE 4,521,121.51 4,367,079.92 4,226,071.36 4,092,164.92 3,886,235.03 3,748,122.23
INTEREST EARNINGS 25,228.45 19,968.58 17,729.42 20,260.20 17,920.05 19,898.93
INTEREST EARNINGS
TO NEWCOURT (25,228.45) (19,968.58) (17,729.42) (20,260.20) (17,920.05) (19,898.93)
RESERVE REPATRIATION (154,041.59) (141,008.56) (133,906.44) (205,929.89) (138,112.80) (154,742.51)
ENDING BALANCE 4,367,079.92 4,226,071.36 4,092,164.92 3,886,235.03 3,748,122.23 3,593,379.72
</TABLE>
III) RESERVE ACCOUNT (continued)
<TABLE>
<CAPTION>
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97
<S> <C> <C> <C> <C> <C> <C> <C>
BEGINNING BALANCE 3,593,379.72 3,400,127.42 3,217,172.38 3,081,721.09 2,932,968.10 2,792,312.75
INTEREST EARNINGS 16,816.58 16,411.16 17,697.99 13,490.30 14,661.30 14,999.41
INTEREST EARNINGS
TO NEWCOURT (16,816.58) (16,411.16) (17,697.99) (13,490.30) (14,661.30) (14,999.41)
RESERVE REPATRIATION (193,252.30) (182,955.04) (135,451.29) (148,752.99 (140,655.35) (144,765.11)
ENDING BALANCE 3,400,127.42 3,217,172.38 3,081,721.09 2,932,968.10 2,792,312.75 2,647,547.64
</TABLE>
III) CASH COLLATERAL ACCOUNT
<TABLE>
<CAPTION>
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
BEGINNING BALANCE 1,612,070.33 1,599,681.05 1,585,169.96 1,555,395.66 1,540,001.68 1,503,193.63
INTEREST EARNINGS 7,881.72 8,629.56 6,320.83 7,600.00 6,406.84 8,800.68
INTEREST EARNINGS
TO NEWCOURT (7,881.72) (8,629.56) (6,320.83) (7,600.00) (6,406.84) (8,800.68)
CASH COLLATERAL (12,389.28) (14,511.09) (29,774.30) (15,393.98) (36,808.05) (30,059.61)
ENDING BALANCE 1,599,681.05 1,585,169.96 1,555,395.66 1,540,001.68 1,503,193.63 1,473,134.02
</TABLE>
III) CASH COLLATERAL ACCOUNT (continued)
<TABLE>
<CAPTION>
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97
<S> <C> <C> <C> <C> <C> <C>
BEGINNING BALANCE 1,473,134.02 1,462,371.14 1,418,826.27 1,357,635.39 1,311,452.41 1,289,446.17
INTEREST EARNINGS 5,798.23 7,411.63 7,404.77 5,616.43 6,677.63 5,324.58
INTEREST EARNINGS
TO NEWCOURT (5,798.23) (7,411.63) (7,404.77) (5,616.43) (6,677.63) (5,324.58)
CASH COLLATERAL (10,762.88) (43,544.87) (61,190.88) (46,182.98) (22,006.24) (17,260.78)
ENDING BALANCE 1,462,371.14 1,418,826.27 1,357,635.39 1,311,452.41 1,289,446.17 1,272,185.39
</TABLE>
<PAGE>
EXHIBIT 99.2
ANNUAL STATEMENT AS TO COMPLIANCE
NEWCOURT CREDIT GROUP INC.
NEWCOURT RECEIVABLES ASSET TRUST
The undersigned, a duly authorized representative of Newcourt Credit Group
Inc. ("Newcourt"), as Servicer pursuant to the Pooling, Collateral Agency and
Servicing Agreement dated as of April 15, 1996 (the "Pooling and Servicing
Agreement"), among Newcourt Receivables Corporation, as Seller, Newcourt, as
Servicer, Fleet National Bank, as Collateral Agent, and Chase Manhattan Bank
Delaware, as Issuer Trustee, does hereby certify that:
1. Capitalized terms used in this Certificate have their respective meanings
set forth in the Pooling and Servicing Agreement.
2. Newcourt is as of the date hereof the Servicer under the Pooling and
Servicing Agreement.
3. The undersigned is duly authorized pursuant to the Pooling and Servicing
Agreement to execute and deliver this Certificate.
4. This Certificate is delivered pursuant to Section 3.11 of the Pooling and
Servicing Agreement.
5. A review of the activities of the Servicer during the year ended December
31, 1997 and of its performance under the Pooling and Servicing Agreement
was made under my supervision.
6. Based on such review, to the best of the undersigned's knowledge, the
Servicer has performed or caused to be performed in all material respects
all of its obligations under the Pooling and Servicing Agreement throughout
such year and no Servicer Default has occurred or is continuing except as
set forth in paragraph 7 below.
7. The following is a description of each Servicer Default under the
provisions of the Pooling and Servicing Agreement known to me to have
occurred during the year ended December 31, 1997, which sets forth in
detail the (i) nature of each such Servicer Default, (ii) the action taken
by the Servicer, if any, to remedy each such Servicer Default and (iii) the
current status of each such Servicer Default:
NONE
<PAGE>
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Servicer, has duly executed this Certificate this 30th day of March, 1998.
By: /s/ Daniel A. Jauernig
---------------------------------
Daniel A. Jauernig
Chief Financial Officer
<PAGE>
EXHIBIT 99.3
[LOGO] ERNST & YOUNG
To the Board of Directors of Newcourt Credit Group Inc.:
We have audited the Monthly Reports (the "Reports") of Newcourt Credit Group
Inc. for the year ended December 31, 1997 (calculated in accordance with the
provisions of sub-section 4.3(d) of the Pooling, Collateral Agency and Servicing
Agreement of Newcourt Asset Receivables Trust (the "Agreement") dated April 15,
1996). The Reports are the responsibility of the management of the Company.
Our responsibility is to express an opinion on the Reports based on our audit.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Reports. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the Reports.
In our opinion, the Reports for the year ended December 31, 1997 are calculated,
in all material respects, in accordance with the provisions of sub-section
4.3(d) of the Agreement dated April 15, 1996.
/s/ Ernst & Young
------------------------
Chartered Accountants
Toronto, Canada
March 6, 1998
<PAGE>
[Logo] ERNST & YOUNG
To the Board of Directors of Newcourt Credit Group Inc.:
At your request, we have reviewed Newcourt Credit Group Inc.'s compliance with
the servicing of Contracts under Articles III, IV and VIII of the Pooling,
Collateral Agency and Servicing Agreement of Newcourt Asset Receivables Trust
(the "Agreement") dated April 15, 1996 for the year ended December 31, 1997.
Our review was made in accordance with generally accepted standards for review
engagements and accordingly consisted primarily of enquiry, analytical
procedures and discussion related to information supplied to us by the Company.
Certain matters of compliance in Articles III, IV and VIII contain terms such
as: "reasonable care," "reasonable efforts," "best efforts," and "reasonable
manner." For the purposes of this review engagement, these terms are
interpreted to mean "in the same manner in which Newcourt services comparable
contracts that it services on their own account."
A review does not constitute an audit and consequently we do not express an
audit opinion on this matter.
Based on our review, nothing has come to our attention that causes us to believe
that the servicing of Contracts for the year ended December 31, 1997 was not in
compliance with the provisions of Articles III, IV and VIII of the Agreement,
including the interpretations set out above.
/s/ Ernst & Young
------------------------
Chartered Accountants
Toronto, Canada
March 6, 1998
