<PAGE>
As filed with the Securities and Exchange Commission on May 8, 1997.
==============================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ELMWOOD FUNDING LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands N/A
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
____________________
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [X]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
Bond-backed Investment Certificates, New York Stock Exchange
Series 1997-Du Pont
Securities to be registered pursuant to Section 12(g) of the Act:
None
===========================================================================
<PAGE>
ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED:
The material set forth in the section captioned "Description of Certificates" in
the prospectus and in the section captioned "Description of the Certificates" in
the prospectus supplement forming a part of the Registrant's Registration
Statement on Form S-3 (Registration No. 333-5698), and filed with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 424(b) on April 16,
1997, is incorporated herein by reference.
ITEM 2. EXHIBITS:
1 Certificate of Incorporation of the Registrant dated September 11, 1996,
incorporated herein by reference from Exhibit 3.1 to the Registrant's
Registration Statement on Form S-3 (File No. 333-5698), as amended, filed
with the Securities and Exchange Commission (the "Commission") on October
2, 1996.
2 Memorandum of Association and Articles of Association of the Registrant
dated September 17, 1996, incorporated herein by reference from Exhibit 3.2
to the Registrant's Registration Statement on Form S-3 (File No. 333-5698),
as amended, filed with the Commission on October 2, 1996.
3 Standard Terms for Trust Agreements between Elmwood Funding Limited, as
Depositor, and United States Trust Company, as Trustee, dated as of March
14, 1997 (the "Standard Terms"), incorporated herein by reference from
Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File
No. 333-5698), as amended, filed with the Commission on October 2, 1996.
4 Series Supplement (the "Series Supplement") to the Standard Terms dated as
of May 12, 1997, creating the Bond-backed Investment Certificates Trust,
Series 1997-Du Pont and providing for the issuance of the Bond-backed
Investment Certificates, Series 1997-Du Pont (the "Series 1997-Du Pont
Certificates").
5 Form of Series 1997-Du Pont Certificate, filed as Exhibit B to the Series
Supplement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 8th day of
May, 1997.
ELMWOOD FUNDING LIMITED
By: /s/ Derrie Boggess
---------------------------------------
Name: Derrie Boggess
Title: Director
AUTHORIZED U.S. REPRESENTATIVE
/s/ Gary Davis
- -------------------------------------------
Gary Davis, as the duly
authorized representative of
Elmwood Funding Limited in
the United States
Date: May 8, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
1 Certificate of Incorporation of the Registrant dated
September 11, 1996, incorporated herein by reference from
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-3 (File No. 333-5698), as amended, filed with the Securities
and Exchange Commission (the "Commission") on
October 2, 1996.
2 Memorandum of Association and Articles of Association of
the Registrant dated September 17, 1996, incorporated herein
by reference from Exhibit 3.2 to the Registrant's Registration
Statement on Form S-3 (File No. 333-5698), as amended,
filed with the Commission on October 2, 1996.
3 Standard Terms for Trust Agreements between Elmwood
Funding Limited, as Depositor, and United States Trust
Company, as Trustee, dated as of March 14, 1997 (the
"Standard Terms"), incorporated herein by reference from
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-3 (File No. 333-5698), as amended, filed with the
Commission on October 2, 1996.
4 Series Supplement (the "Series Supplement") to the Standard
Terms dated as of May 12, 1997, creating the Bond-backed
Investment Certificates Trust, Series 1997-Du Pont and
providing for the issuance of the Bond-backed Investment
Certificates, Series 1997-Du Pont (the "Series 1997-Du Pont
Certificates").
5 Form of Series 1997-Du Pont Certificate, filed as Exhibit B to
the Series Supplement.
<PAGE>
EXHIBIT 4
BOND-BACKED INVESTMENT CERTIFICATES
SERIES SUPPLEMENT
Series 1997-Du Pont
SERIES SUPPLEMENT, Series 1997-Du Pont, dated as of May 12, 1997 (the
"SERIES SUPPLEMENT"), by and between ELMWOOD FUNDING LIMITED, a Cayman Islands
company as Depositor (the "DEPOSITOR"), and UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee (the "TRUSTEE").
W I T N E S S E T H:
WHEREAS, the Depositor desires to create the Trust designated herein
(the "TRUST") by executing and delivering this Series Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
March 14, 1997 (the "STANDARD TERMS"; together with this Series Supplement, the
"TRUST AGREEMENT"), by and between the Depositor and the Trustee, as modified by
this Series Supplement;
WHEREAS, the Depositor desires to deposit the Underlying Securities
set forth on Schedule I attached hereto (the "UNDERLYING SECURITIES SCHEDULE")
into the Trust;
WHEREAS, in connection with the creation of the Trust and the deposit
therein of the Underlying Securities, it is desired to provide for the issuance
of trust certificates (the "CERTIFICATES"), the Retained Interest (the "RETAINED
INTEREST"), the Call Right (the "CALL RIGHT") and the Optional Exchange Right
(the "OPTIONAL EXCHANGE RIGHT") evidencing undivided interests in the Trust; and
WHEREAS, the Trustee has joined in the execution of the Standard Terms
and this Series Supplement to evidence the acceptance by the Trustee of the
Trust;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants expressed herein, it is hereby agreed by and between the
Depositor and the Trustee as follows:
Section 1. Incorporation of Standard Terms. All of the provisions of
-------------------------------
the Standard Terms, a copy of which is attached hereto as Exhibit A, are hereby
incorporated herein by reference in their entirety, and this Series Supplement
and the Standard Terms shall form a single agreement between the parties. In
the event of any inconsistency between the provisions of this Series Supplement
and the provisions of the Standard Terms, the provisions of this Series
Supplement will control with respect to the transactions described herein.
Section 2. Definitions. Except as otherwise specified herein or as
-----------
the context may otherwise require, the following terms shall have the respective
meanings set forth below for all purposes under this Series Supplement.
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Standard Terms (provided that not all capitalized terms defined
in the Standard Terms are applicable to this Series Supplement).
"CALL DATE" shall mean any Distribution Date occurring on or after the
Distribution Date in March 1999.
<PAGE>
"CALL PRICE" shall mean the aggregate outstanding Certificate
Principal Balance, together with unpaid interest thereon accrued at the
Certificate Rate to but excluding the Distribution Date as of which the Call
Right is exercised.
"CALL RIGHT" shall mean the right (but not the obligation) of the
holder thereof to purchase all, but not less than all, of the outstanding
Certificates on any Call Date at a price equal to the Call Price, all in
accordance with Section 7 hereof.
"CERTIFICATE INTEREST" for the Certificates for any Distribution Date
means interest on the outstanding principal balance of the Certificates accrued
for the related Interest Accrual Period, computed (on the basis of a year of 360
days and twelve 30-day months) at a rate per annum equal to the Certificate
Rate.
"CERTIFICATE RATE" shall mean: 7.50%.
"COLLECTION PERIOD" shall mean the period from but excluding any
Distribution Date to and including the next succeeding Distribution Date, except
that (a) the first Collection Period shall commence on but exclude the Original
Issue Date and (b) the final Collection Period shall end on and include the
Final Scheduled Distribution Date.
"CORPORATE TRUST OFFICE" shall mean the corporate trust office of
United States Trust Company of New York, located on the date hereof at 114 West
47th Street, 25th Floor, New York, New York 10036.
"CSI" shall mean Citicorp Securities, Inc.
"CURRENCY" shall mean United States dollars.
"CUT-OFF DATE" shall mean March 15, 1997.
"DEPOSITOR ADMINISTRATIVE EXPENSES" shall mean fees and expenses
payable by the Depositor to its administrator pursuant to the Administration
Agreement dated as of September 27, 1996 between the Depositor and Deutsche
Morgan Grenfell (Cayman) Limited, which fees and expenses include (a) a one-time
arrangement fee, (b) an annual fee and (c) reasonable out-of-pocket expenses
incurred by the administrator in connection with the administration of the
Depositor in accordance with such administration agreement.
"DEPOSITORY" shall mean The Depository Trust Company.
"DISTRIBUTION DATE" shall mean March 15 and September 15 of each year
(or if such date is not a Business Day, the next succeeding Business Day),
commencing on September 15, 1997 and ending on the earlier of the Final
Scheduled Distribution Date and the Optional Exchange Date.
"DUFF" shall mean Duff & Phelps Credit Rating Co.
"ELIGIBLE INVESTMENTS" shall be as defined in the Standard Terms;
provided that (a) the minimum required rating for long-term instruments will be
equal to the rating of the Underlying Securities (or, in the case of a split
rating, equal to the higher or highest rating of the Underlying Securities) and
(b) the rating of any short-term instruments will be at least A-1 by S&P and P1
by Moody's.
<PAGE>
-3-
"EVENT OF DEFAULT" shall mean (a) a default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any applicable grace period), (b) a default in the payment of any
principal of any Underlying Security when the same becomes due and payable
(whether at stated maturity, by prepayment, repurchase or redemption or
otherwise, but subject to any applicable grace period) or (c) a default, event
of default or other similar condition or event (however described) under the
Underlying Securities Indenture resulting in any Underlying Securities becoming,
or becoming capable at such time of being declared, due and payable before such
Underlying Securities would otherwise have been due and payable.
"FINAL SCHEDULED DISTRIBUTION DATE" shall mean September 15, 2006.
"INTEREST ACCRUAL PERIOD" shall mean, with respect to any specified
Distribution Date, the period from and including the immediately preceding
Distribution Date to but excluding such specified Distribution Date, except that
(a) the first Interest Accrual Period shall commence on and include the Original
Issue Date and (b) the final Interest Accrual Period shall end on but exclude
the Final Scheduled Distribution Date.
"INTEREST STRIP" shall mean, on any Distribution Date, interest on the
outstanding principal balance of the Certificates accrued for the related
Interest Accrual Period, computed (on the basis of a year of 360 days and twelve
30-day months) at rate per annum equal to .75%; provided that, for the first
--------
Distribution Date, the Interest Strip will also include all interest accrued on
the Underlying Securities for the period from and including the Cut-Off Date to
but excluding the Original Issue Date.
"MOODY'S" shall mean Moody's Investors Service, Inc.
"OPTIONAL EXCHANGE DATE" means any Business Day designated for the
exercise of the Optional Exchange Right by the holder thereof.
"OPTIONAL EXCHANGE RIGHT" shall mean the right (but not the
obligation) of the holder thereof to require that the Trustee redeem all or a
specified portion of the outstanding Certificates on any Business Day, all in
accordance with Section 8 hereof.
"OPTIONAL REDEMPTION" shall mean the redemption by the Trust of all or
a specified portion of the outstanding Certificates pursuant to Section 8
hereof.
"ORDINARY EXPENSES" shall mean the compensation due the Trustee for
Ordinary Expenses (as defined in the Standard Terms), payable in accordance with
the fee letter dated as of May 12, 1997 between the Depositor and the Trustee,
which compensation shall be payable by the holder of the Retained Interest. The
Trustee will be permitted to deduct its compensation from periodic distributions
on the Interest Strip.
"ORIGINAL ISSUE DATE" shall mean May 12, 1997.
"PROSPECTUS SUPPLEMENT" shall mean the Prospectus Supplement, dated
April 14, 1997, relating to the Certificates.
"RATING AGENCIES" shall mean Moody's and Duff.
<PAGE>
-4-
"RECORD DATE" shall mean, with respect to each Distribution Date, the
third Business Day immediately preceding such Distribution Date.
"REQUIRED PRINCIPAL" for the Certificates for any Distribution Date
means the amount received on the Underlying Securities attributable to principal
payments thereon during the related Collection Period.
"REQUIRED RATING" shall mean, in the case of Moody's, the rating
assigned to the Underlying Securities by Moody's as of the Original Issue Date,
and, in the case of Duff, the rating assigned to the Underlying Securities by
Duff as of the Original Issue Date.
"RETAINED INTEREST" shall mean the right to receive the Interest Strip
on each Distribution Date. Collections in respect of the Retained Interest
shall be deposited in the Certificate Account for the Series 1997-Du Pont
Certificates.
"S&P" shall mean Standard & Poor's Ratings Services.
"SERIES" shall mean Series 1997-Du Pont.
"TRUST PROPERTY" shall mean the Underlying Securities described on
Schedule I hereto.
"UNDERLYING SECURITIES INDENTURE" shall mean the instrument identified
as such on Schedule I hereto.
"UNDERLYING SECURITIES ISSUER" shall mean E.I. du Pont de Nemours and
Company.
Section 3. Designation of Trust, Certificates, etc. (a) The Trust
---------------------------------------
created hereby shall be known as the "Bond-backed Investment Certificates Trust,
Series 1997-Du Pont". The Certificates evidencing certain undivided ownership
interests in such Trust shall be known as "Bond-backed Investment Certificates,
Series 1997-Du Pont". The Retained Interest evidencing certain undivided
ownership interests in the Underlying Securities (as described on Schedule II
hereto) shall be known as the "Series 1997-Du Pont Retained Interest". The Call
Right evidencing certain undivided ownership interests in the Certificates (as
described on Schedule III) shall be known as the "Series 1997-Du Pont Call
Right". The Optional Exchange Right evidencing certain undivided ownership
interests in the Underlying Securities (as described on Schedule IV hereto)
shall be known as the "Series 1997-Du Pont Optional Exchange Right". Together,
the Certificates, the Retained Interest, the Call Right and the Optional
Exchange Right represent all beneficial ownership interests in such Trust.
(b) The Certificates shall be held through the Depository in book-
entry form and shall be substantially in the form attached hereto as Exhibit B.
The Certificates shall be issued in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof. Except as provided in the Standard
Terms, the Trust shall not issue additional Certificates or incur any
indebtedness.
(c) The Retained Interest will be uncertificated and shall be as
described in Schedule II attached hereto. The Retained Interest will be issued
to CSI or an affiliate of CSI and may, upon notice to the Trustee, be
transferred by the holder thereof (in whole but not in part) to another Person
at the sole option of the transferor without the consent of the
Certificateholders or any other Person. The beneficial ownership interest in
the Retained Interest will be recorded on the records of the Trustee. On each
Distribution Date, payments will be made on the Retained Interest by wire
transfer
<PAGE>
-5-
to the account of the holder thereof on the related Record Date as specified in
written instructions to the Trustee.
(d) The Call Right will be uncertificated and shall be as described in
Schedule III attached hereto. The Call Right will be issued to CSI or an
affiliate of CSI and may, upon notice to the Trustee, be transferred by the
holder thereof (in whole but not in part) to another Person at the sole option
of the transferor without the consent of the Certificateholders or any other
Person. The beneficial ownership interest in the Call Right will be recorded on
the records of the Trustee.
(e) The Optional Exchange Right will be uncertificated and shall be as
described in Schedule IV attached hereto. The Optional Exchange Right will be
issued to CSI or an affiliate of CSI and may, upon notice to the Trustee, be
transferred by the holder thereof (in whole but not in part) to another Person
at the sole option of the transferor without the consent of the
Certificateholders or any other Person. The beneficial ownership interest in
the Optional Exchange Right will be recorded on the records of the Trustee.
Section 4. Satisfaction of Conditions to Initial Execution and
---------------------------------------------------
Delivery of Trust Certificates. The Trustee hereby acknowledges receipt, on or
- ------------------------------
prior to the Original Issue Date, of:
(i) the Underlying Securities set forth on the Underlying Securities
Schedule; and
(ii) all documents required to be delivered to the Trustee pursuant to
Section 2.01 of the Standard Terms.
Section 5. Distributions. (a) On each Distribution Date, the Trustee
-------------
shall apply Available Funds in the Certificate Account as follows:
(i) first, to the Certificateholders and the holder of the Retained
Interest in payment of Certificate Interest and the Interest Strip,
respectively, pro rata according to the respective amounts thereof then due
and payable; and
(ii) second, to the Certificateholders, in payment of Required
Principal (if any).
(b) If the Trustee has not received payment with respect to a
Collection Period on the Underlying Securities on or prior to the related
Distribution Date, such distribution will be made promptly upon receipt of
payment on the Underlying Securities. No additional amounts shall accrue on the
Certificates or be owed to Certificateholders as a result of such delay;
provided that any additional interest owed and paid by the Underlying Securities
- --------
Issuer as a result of such delay shall be paid to the Certificateholders and the
holder of the Retained Interest, pro rata according to the respective amounts of
Certificate Interest and the Interest Strip remaining unpaid on the related
Distribution Date.
(c) Amounts recovered in respect of the Underlying Securities
following a payment default by the Underlying Securities Issuer under the
Underlying Securities Indenture shall be distributed, first, to the
-----
Certificateholders in payment of Required Principal (if any) and, second, to the
------
Certificateholders and the holder of the Retained Interest in payment of
Certificate Interest (in the case of the Certificateholders) and the Interest
Strip (in the case of the holder thereof), respectively, pro rata according to
the respective amounts thereof then due and payable.
<PAGE>
-6-
(d) On any Distribution Date as of which the Call Right is exercised,
the Trustee shall apply the proceeds received from such exercise of the Call
Right as follows:
(i) first, to the Certificateholders whose Certificates have been
purchased in connection with such exercise in payment of Certificate
Interest then due and payable on the Certificates so purchased; and
(ii) second, to the Certificateholders whose Certificates have been
purchased in connection with such exercise in payment of the outstanding
principal balance of the Certificates so purchased.
Section 6. Fees. (a) As compensation for its services hereunder, the
----
Trustee shall be entitled to Ordinary Expenses. Ordinary Expenses will be paid
to the Trustee by the holder of the Retained Interest which, for convenience,
may be retained out of the Interest Strip on each Distribution Date.
(b) As compensation for the duties it performs hereunder, (i) the
Depositor shall be entitled to Depositor Administration Expenses and (ii)
interest earned on amounts invested pursuant to Section 3.05 of the Standard
Terms shall be paid, on each Distribution Date, to the Depositor. The Depositor
Administration Expenses will be paid to the Trustee by the holder of the
Retained Interest which, for convenience, may be retained out of the Interest
Strip on each Distribution Date.
(c) Extraordinary Trust Expenses shall not be paid out of the Trust
Property unless (i) such Extraordinary Trust Expenses relate to a time when the
Underlying Securities Issuer was in default on any payment obligation under the
Underlying Securities Indenture, or (ii) Certificateholders representing 100% of
the aggregate Voting Rights of the Certificates have voted to require the
Trustee to incur such Extraordinary Trust Expenses.
(d) Prepaid Ordinary Expenses shall be zero for this Series.
Section 7. Call Right. (a) On any Call Date, the
----------
Certificates may be purchased in their entirety by the holder of the Call Right
at the Call Price. Having acquired the Certificates pursuant to its exercise of
the Call Right, the holder of the Call Right will be entitled to receive any
amounts distributable on the Certificates on each Distribution Date occurring
from and after such Call Date.
(b) The holder of the Call Right must provide notice to the Trustee (a
"CALL REQUEST") not less than 10 Business Days prior to the relevant Call Date
that it intends to exercise the Call Right on such Call Date.
(c) The Call Right shall not be exercised unless the value of the
Certificates being purchased pursuant to the Call Right exceeds the Call Price.
Section 8. Optional Exchange. (a) The holder of the Optional
-----------------
Exchange Right will be entitled to require the Trustee, on any Business Day, to
effect an Optional Redemption of one or more Certificates; provided that any
--------
such exercise is subject to the conditions that, on the Business Day on which
the Optional Redemption occurs, (i) the holder of the Optional Exchange Right is
also the holder of the Call Right and the Retained Interest, (ii) the holder of
the Optional Exchange Right is also the holder of Certificates in an outstanding
<PAGE>
-7-
aggregate principal amount at least equal to the outstanding aggregate principal
amount of Certificates to be redeemed and (iii) the outstanding aggregate
principal amount of Certificates to be redeemed shall be an amount equal to an
authorized denomination of the Underlying Securities. No exercise of an
Optional Exchange Right shall prevent the holder from any later exercise thereof
on any subsequent Business Day.
(b) The holder of the Optional Exchange right must provide notice to
the Trustee (an "OPTIONAL EXCHANGE REQUEST") not less than four Business Days
prior to the Business Day on which it intends to exercise the Optional Exchange
Right, which notice shall (i) specify the outstanding aggregate principal amount
of Certificates to be redeemed (the "SUBJECT CERTIFICATES"), (ii) confirm that
the holder of the Optional Exchange Right is also the holder of the Call Right
and the Retained Interest and (iii) confirm the holder of the Optional Exchange
Right is also the holder of Certificates in an outstanding aggregate principal
amount at least equal to the outstanding aggregate principal amount of the
Subject Certificates.
(c) On the Optional Exchange Date, (i) the Trustee will immediately
liquidate all investments (if any) made by the Trustee pursuant to Section 3.05
of the Standard Terms to the extent such proceeds would otherwise be
distributable to the holders of the Subject Certificates and (ii) the Subject
Certificates will be redeemed by the Trustee in exchange for (x) delivery by the
Trustee to the holder of the Optional Exchange Right of Underlying Securities in
an outstanding aggregate principal amount equal to the outstanding aggregate
principal amount of the Subject Certificates and (y) payment by the Trustee to
such holder of Available Funds in the Certificate Account that are attributable
to the Subject Certificates (including investments (if any) made by the Trustee
pursuant to Section 3.05 of the Standard Terms that would otherwise be
distributable to the holders of the Subject Certificates).
(d) Following the receipt of an Optional Exchange Request with respect
to all outstanding Certificates, all interest earned on amounts invested
pursuant to Section 3.05 of the Standard Terms shall be paid to the Depositor on
the related Optional Exchange Date. No Optional Exchange Request with respect
to all outstanding Certificates shall be effective unless the holder of the
Optional Exchange Right satisfies the claims of all creditors of the Bond-backed
Investment Certificates Trust, Series 1997-Du Pont.
(e) On the Optional Exchange Date, the aggregate outstanding principal
amount of the Certificates shall be reduced by the aggregate outstanding
principal amount of the Subject Certificates so redeemed.
(f) The Trustee shall not be obligated to determine whether an
Optional Redemption complies with the provisions of the Investment Company Act
of 1940, as amended, or the rules or regulations promulgated thereunder.
Section 9. Events of Default. (a) Within 30 days after a responsible
-----------------
officer of the corporate trust department of the Trustee receives written notice
of, or otherwise obtains actual knowledge of, occurrence of an Event of Default,
the Trustee will give notice to the Certificateholders, the holder of the Call
Right, the holder of the Retained Interest and the holder of the Optional
Exchange Right, transmitted by mail.
(b) Except in the case of an Event of Default relating to the payment
of principal of or interest on any of the Underlying Securities, the Trustee
will be protected in withholding such notice if in good faith it determines that
the withholding of such notice is in the interest of the Certificateholders, the
holder of the Call Right, the holder of the Retained Interest and the holder of
the Optional Exchange Right.
<PAGE>
-8-
Section 10. Voting. (a) At all times, 100% of all Voting Rights shall
------
be allocated among all Certificateholders in proportion to the then outstanding
principal balances of their respective Certificates; provided that any exercise
--------
of Voting Rights that would adversely affect in any material respect the
Retained Interest, the Call Right or the Optional Exchange Right shall require
the consent of the holder thereof. The Trustee shall provide notice of any
opportunity to exercise Voting Rights to the holders of each of the Retained
Interest, the Call Right and the Optional Exchange Right.
(b) The Required Percentage-Amendment of Voting Rights of those
Certificates that are materially adversely affected by any modification or
amendment of the Trust Agreement necessary to consent to such modification or
amendment shall be 66%, if each Rating Agency shall have notified the Depositor
and the Trustee in writing that such modification or amendment will not result
in a reduction or withdrawal of the then current rating of the Certificates, and
otherwise 100%.
(c) In addition to the other restrictions on modification and
amendment contained in the Standard Terms, the Trustee shall not agree to or
enter into any amendment or modification of the Trust Agreement which would
adversely affect in any material respect (i) the Retained Interest without the
consent of the holder thereof, (ii) the Call Right without the consent of the
holder thereof or (iii) the Optional Exchange Right without the consent of all
the Certificateholders and of the holders of the Retained Interest and the Call
Right; provided that no such amendment or modification will be permitted which
--------
would alter the status of the Trust as a grantor trust for Federal Income tax
purposes.
(d) In addition to the other restrictions on modification and
amendment contained in the Standard Terms, the Trustee shall not agree to or
enter into any amendment or modification of the Retained Interest, the Call
Right or the Optional Exchange Right without the consent of the holder thereof
or which would adversely affect in any material respect the interests of the
Certificateholders without the consent of Certificateholders representing 66%
of the aggregate Voting Rights of those Certificates that are materially
adversely affected by such modification or amendment and without
confirmation by each Rating Agency that such amendment will not result in a
downgrading or withdrawal of its rating of the Certificates; provided that (i)
--------
no such amendment or modification will be permitted which would alter the status
of the Trust as a grantor trust for Federal Income tax purposes and (ii) any
amendment or modification of the Trust Agreement or the Call Right which would
alter the timing or amount of any payment of the Call Price shall require the
consent of Certificateholders representing 100% of the aggregate Voting Rights
of the Certificates.
(e) Any determination that an exercise of Voting Rights, or a
modification or amendment of the Trust Agreement, would adversely in effect in
any material respect the Retained Interest, the Call Right or the Optional
Exchange Right made by the holder thereof shall be conclusive and binding for
all purposes so long as such determination is made in good faith and on any
commercially reasonable basis.
Section 11. Miscellaneous.
-------------
(a) The Trustee shall forward reports to Certificateholders pursuant
to Section 4.03 of the Standard Terms to the New York Stock Exchange, Inc.
(b) Except as expressly provided herein, the Certificateholders shall
not be entitled to terminate the Trust or cause the sale or other disposition of
the Underlying Securities, if and for so
<PAGE>
-9-
long as the Retained Interest remains outstanding, without the consent of the
holder of the Retained Interest.
(c) Except as expressly provided herein, the Certificateholders shall
not be entitled to terminate the Trust or cause the sale or other disposition of
the Underlying Securities, if and for so long as the Call Right remains
outstanding, without the consent of the holder thereof.
(d) The following provisions of the Standard Terms shall not apply to
the Series 1997-Du Pont Certificates: Section 3.06 (Maintenance of Credit
Support); and Section 4.04 (Advances).
(e) The outstanding principal balance of the Certificates shall not be
reduced by the amount of any Realized Loss (as defined in the Standard Terms).
(f) Notwithstanding anything in Section 9.01(a) of the Standard Terms
to the contrary, the Trust and the obligations of the Depositor and the Trustee
created by the Trust Agreement with respect to the Certificates shall not
terminate until (i) the distribution in full of all amounts due to
Certificateholders at maturity and (ii) the settlement in full by the Trust of
all payments and deliveries required in connection with any exercise of the
Optional Exchange Right.
Section 12. Notices. All directions, demands and notices hereunder
-------
or under the Standard Terms shall be in writing and shall be delivered as set
forth below (unless written notice is otherwise provided to the Trustee).
If to the Depositor, to:
Elmwood Funding Limited
399 Park Avenue
New York, New York 10043
Attention: Mr. Gary Davis
Telephone: (212) 291-0007
Facsimile: (212) 291-1291
With a copy to the Directors:
c/o Deutsche Morgan
Grenfell (Cayman) Limited
P.O. Box 1984
George Town
Grand Cayman
Cayman Islands
British West Indies
Telephone: (809) 949-8244
Facsimile: (809) 949-8178
<PAGE>
-10-
If to the Trustee, to:
United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036
Attention: Bond-backed Investment Certificates, Series 1997--Du Pont,
Elmwood Funding Limited
Telephone: (212) 852-1623
Facsimile: (212) 852-1625
If to the Rating Agencies, to:
Moody's Investors Service, Inc.
99 Church Street 21W
New York, New York 10007
Attention: CBO/CLO Monitoring Department
Telephone: (212) 553-1494
Facsimile: (212) 553-0355
and to:
Duff & Phelps Credit Rating Co.
17 State Street
12th Floor
New York, NY 10004
Attention:
Telephone: (212) 908-0237
Facsimile: (212) 908-0289
If to the New York Stock Exchange, to:
New York Stock Exchange, Inc.
20 Broad Street
New York, New York 10005
Attention: Michael Hyland
Telephone: (212) 656-5868
Facsimile: (212) 656-6919
Section 13. Governing Law. THIS SERIES SUPPLEMENT AND THE
-------------
TRANSACTIONS DESCRIBED HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF
LAWS PROVISIONS THEREOF.
Section 14. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Series
Supplement to be duly executed by their respective authorized officers as of the
date first written above.
<PAGE>
-11-
ELMWOOD FUNDING LIMITED,
as Depositor
By:_____________________________
Name:
Title:
UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee
By:______________________
Name:
Title:
<PAGE>
SCHEDULE I
SERIES 1997-DU PONT
UNDERLYING SECURITIES SCHEDULE
Underlying Securities: 8.25% Notes due September 15, 2006
Underlying Securities Issuer: E.I. du Pont de Nemours and
Company, a Delaware corporation
Underlying
Securities Indenture: Supplemental Indenture dated as of
September 28, 1990 to Indenture
dated as of October 3, 1988, as
supplemented by a Supplemental
Indenture dated as of November 15,
1988
CUSIP Number: 263534 AW 9
Principal Amount Deposited: $ 16,500,000
Original Issue Date: September 23, 1991
Principal Amount of
Underlying Securities
Originally Issued: $300,000,000
Maturity Date: September 15, 2006
Principal Payment Date: September 15, 2006
Interest Rate: 8.25% per annum
Interest Payment Dates: March 15 and September 15,
commencing March 15, 1992
Redemption Dates: None
Redemption Prices: None
Priority: According to the Prospectus
relating to the Underlying
Securities, the Underlying
Securities are general unsecured
obligations of the Underlying
Securities Issuer, which rank on a
parity with all other unsecured
and unsubordinated indebtedness of
the Underlying Securities Issuer.
Security: None
Rating as of
Original Issue Date: "Aa3" by Moody's and "AA-" by S&P
<PAGE>
-2-
Form of
Underlying Securities: Book-entry debt security with DTC
Retained Interest: As described on Schedule II to the
Series Supplement
Call Right: As described on Schedule III to the
Series Supplement
Optional Exchange Right: As described on Schedule IV to the Series
Supplement
<PAGE>
SCHEDULE II
SERIES 1997-DU PONT
DESCRIPTION OF THE RETAINED INTEREST
The holder of the Retained Interest will have the right to receive,
solely from collections on the Underlying Securities, the Interest Strip on each
Distribution Date. The rights of the holder of the Retained Interest to the
Interest Strip from payments received on the Underlying Securities is of equal
priority with the rights of Certificateholders to receive distributions of
interest.
The Retained Interest will be issued to Citicorp Securities, Inc.
("CSI") or an affiliate of CSI and may, upon notice to the Trustee, be
transferred by the holder thereof (in whole but not in part) to another Person
at the sole option of the transferor without the consent of the
Certificateholders or any other Person. The beneficial ownership interest in
the Retained Interest will be recorded on the records of the Trustee. On each
Distribution Date, payments will be made on the Retained Interest by wire
transfer to the account of holder thereof on the related Record Date as
specified in written instructions to the Trustee.
<PAGE>
SCHEDULE III
SERIES 1997-DU PONT
DESCRIPTION OF THE CALL RIGHT
The Call Right represents the right by the holder thereof to purchase
all, but not less than all, of the outstanding Certificates on any Distribution
Date occurring on or after the Distribution Date in March 1999, (the "CALL
DATE") at a price equal to the aggregate Certificate Principal Balance, together
with unpaid interest thereon accrued to but excluding the Distribution Date as
of which the Call Right is exercised (the "CALL PRICE").
The holder of the Call Right must provide notice to the Trustee (a
"CALL REQUEST") not less than 10 Business Days prior to the relevant Call Date
that it intends to exercise the Call Right on such Call Date.
Upon its acquisition of the Certificates pursuant to its exercise of
the Call Right, the holder of the Call Right will be entitled to receive any
amounts distributable on the Certificates on each Distribution Date occurring
from and after such Call Date.
The Call Right will not be exercised unless the value of the
Certificates being purchased upon exercise of the Call Right exceeds the Call
Price.
The Call Right will be issued to Citicorp Securities, Inc. ("CSI") or
an affiliate of CSI and may, upon notice to the Trustee, be transferred by the
holder thereof (in whole but not in part) to another Person at the sole option
of the transferor without the consent of the Certificateholders or any other
Person. The beneficial ownership interest in the Call Right will be recorded on
the records of the Trustee.
<PAGE>
SCHEDULE IV
SERIES 1997-DU PONT
DESCRIPTION OF THE OPTIONAL EXCHANGE RIGHT
The holder of the Optional Exchange Right will be entitled to require
the Trustee, on any Business Day, to effect an Optional Redemption of one or
more Certificates; provided that any such exercise is subject to the conditions
--------
that, on the Business Day on which the Optional Redemption occurs, (i) the
holder of the Optional Exchange Right is also the holder of the Call Right and
the Retained Interest, (ii) the holder of the Optional Exchange Right is also
the holder of Certificates in an outstanding aggregate principal amount at least
equal to the outstanding aggregate principal amount of Certificates to be
redeemed and (iii) the outstanding aggregate principal amount of Certificates to
be redeemed shall be an amount equal to an authorized denomination of the
Underlying Securities. No exercise of an Optional Exchange Right shall prevent
the holder from any later exercise thereof on any subsequent Business Day.
The holder of the Optional Exchange right must provide notice to the
Trustee (an "OPTIONAL EXCHANGE REQUEST") not less than four Business Days prior
to the Business Day on which it intends to exercise the Optional Exchange Right,
which notice shall (i) specify the outstanding aggregate principal amount of
Certificates to be redeemed (the "SUBJECT CERTIFICATES"), (ii) confirm that the
holder of the Optional Exchange Right is also the holder of the Call Right and
the Retained Interest and (iii) confirm the holder of the Optional Exchange
Right is also the holder of Certificates in an outstanding aggregate principal
amount at least equal to the outstanding aggregate principal amount of the
Subject Certificates.
On the Optional Exchange Date, the Subject Certificates will be
redeemed by the Trustee in exchange for (x) delivery by the Trustee to the
holder of the Optional Exchange Right of Underlying Securities in an outstanding
aggregate principal amount equal to the outstanding aggregate principal amount
of the Subject Certificates and (y) payment by the Trustee to such holder of
Available Funds in the Certificate Account that are attributable to the Subject
Certificates (including investments (if any) made by the Trustee pursuant to
Section 3.05 of the Standard Terms that would otherwise be distributable to the
holders of the Subject Certificates).
No Optional Exchange Request with respect to all outstanding
Certificates shall be effective unless the holder of the Optional Exchange Right
satisfies the claims of all creditors of the Bond-backed Investment Certificates
Trust, Series 1997-Du Pont.
The Optional Exchange Right will be issued to Citicorp Securities,
Inc. ("CSI") or an affiliate of CSI and may, upon notice to the Trustee, be
transferred by the holder thereof (in whole but not in part) to another Person
at the sole option of the transferor without the consent of the
Certificateholders or any other Person. The beneficial ownership interest in the
Optional Exchange Right will be recorded on the records of the Trustee.
<PAGE>
EXHIBIT A
Standard Terms for Trust Agreements
(begins on next page)
<PAGE>
EXHIBIT B
Form of Certificate
No. ___ $16,500,000
CUSIP NO. 290026 AB 9
SEE REVERSE FOR CERTAIN DEFINITIONS
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE
TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
BOND-BACKED INVESTMENT CERTIFICATES TRUST,
SERIES 1997-DU PONT
BOND-BACKED INVESTMENT CERTIFICATES,
SERIES 1997-DU PONT
$16,500,000 PRINCIPAL BALANCE
7.50% CERTIFICATE RATE
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists principally of $16,5000,000
aggregate principal amount of 8.25% Notes due September 15, 2006 of E.I. du Pont
de Nemours and Company (the "UNDERLYING SECURITY ISSUER") and all payments
received thereon (the "TRUST PROPERTY"), deposited in trust by Elmwood Funding
Limited (the "DEPOSITOR").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of $16,500,000 DOLLARS
nonassessable, fully-paid, fractional undivided interest in the Bond-backed
Investment Certificates Trust, Series 1997-Du Pont, formed by the Depositor.
The Trust was created pursuant to a Standard Terms for Trust
Agreements, dated as of March 14, 1997 (the "STANDARD TERMS"), between the
Depositor and United States Trust Company of New York, not in its individual
capacity but solely as Trustee (the "TRUSTEE"), as supplemented by
<PAGE>
-2-
the Series Supplement, Series 1997-Du Pont, dated as of May 12, 1997 (the
"SERIES SUPPLEMENT" and, together with the Standard Terms, the "TRUST
AGREEMENT"), between the Depositor and the Trustee. This Certificate does not
purport to summarize the Trust Agreement and reference is hereby made to the
Trust Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate Trust
Office. Capitalized terms used but not defined herein have the meanings assigned
to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates designated
as the "Bond-backed Investment Certificates, Series 1997-Du Pont" (herein called
the "CERTIFICATES"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The Trust Property consists of: (i)
Underlying Securities described in the Trust Agreement; (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after the
Original Issue Date together with any proceeds thereof, subject to the Retained
Interest, the Call Right and the Optional Exchange Right; and (iii) all funds
from time to time deposited with the Trustee relating to the Certificates and
any investments thereof, together with any and all income, proceeds and payments
with respect thereto.
Subject to the terms and conditions of the Trust Agreement (including
the availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith, distributions
will be made on each Distribution Date, to the Person in whose name this
Certificate is registered on the applicable Record Date, in an amount equal to
such Certificateholder's fractional undivided interest in the amount required to
be distributed to the Holders of the Certificates on such Distribution Date.
The Record Date applicable to any Distribution Date is the close of business on
the third Business Day immediately preceding such Distribution Date (whether or
not a Business Day).
Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees it will not, until the date which is one year and one day after
termination of the Trust, acquiesce, petition or otherwise invoke or cause the
Trust to invoke the process of the United States of America, any State or other
political subdivision thereof or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
for the purpose of commencing or sustaining a case by or against the Trust under
a Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Trust or all or any part of the property or assets of
the Trust or ordering the winding up or liquidation of the affairs of the Trust.
Distributions made on this Certificate will be made as provided in the
Trust Agreement by the Trustee by wire transfer in immediately available funds,
or check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the Corporate Trust Office or such other
location as may be specified in such notice.
<PAGE>
-3-
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not
entitle the Holder hereof to any benefit under the Trust Agreement or be valid
for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
<PAGE>
-4-
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
BOND-BACKED INVESTMENT CERTIFICATES TRUST, SERIES
1997-DU PONT
By: UNITED STATES TRUST COMPANY
OF NEW YORK not in its individual capacity but
solely as Trustee,
By:___________________________
Authorized Officer
Dated: May 12, 1997
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bond-backed Investment Certificates, Series 1997-Du
Pont, described in the Trust Agreement referred to herein.
UNITED STATES TRUST COMPANY
OF NEW YORK, not in its individual
capacity but solely as
Trustee,
Date: By:___________________________
Authorized Officer
<PAGE>
(REVERSE OF CERTIFICATE)
The Certificates are limited in right of distribution to certain
payments and collections respecting the Underlying Securities, all as more
specifically set forth herein and in the Trust Agreement. The registered Holder
hereof, by its acceptance hereof, agrees that it will look solely to the Trust
Property (to the extent of its rights therein) for distributions hereunder.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent of
the Holders of Certificates evidencing greater than 66-2/3% of the aggregate
Voting Rights of the Certificates, subject to certain provisions set forth in
the Trust Agreement. Any such consent by the Holder of this Certificate (or any
predecessor Certificate) shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Trust Agreement also permits
the amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
The Certificates are issuable in fully registered form only in minimum
original principal amounts of $1,000 and integral multiples of $1,000 in excess
thereof.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trustee in the Borough of Manhattan, The City of New York, duly endorsed by
or accompanied by an assignment in the form below and by such other documents as
required by the Trust Agreement, and thereupon one or more new Certificates of
the same class in authorized denominations evidencing the same principal amount
will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is United States Trust
Company of New York.
No service charge shall be made for any registration of transfer or
exchange of this Certificate, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of this Certificate,
other than an exchange pursuant to Section 5.03 of the Trust Agreement not
involving any transfer.
The Depositor, the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner of this Certificate for the purpose of receiving distributions of
principal of (and premium, if any) and interest, if any, on this Certificate and
for all other purposes whatsoever, whether or not this Certificate be overdue,
and neither the Depositor or the Trustee, nor any agent of the Depositor or the
Trustee shall be affected by notice to the contrary.
It is the intention of the parties to the Trust Agreement that the
Trust created thereunder shall constitute a grantor trust for federal income tax
purposes and the Certificateholder agrees to treat the Trust, any distributions
therefrom and its beneficial interest in the Certificates consistently with such
characterization.
<PAGE>
-2-
The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property and the issuance of the Certificates, and other than those
required or authorized by the Trust Agreement or incidental and necessary to
accomplish such activities. The Trust may not issue or sell any certificates or
other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed.
The Trust and the obligations of the Depositor and the Trustee created
by the Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the distribution in full of all amounts due to
Certificateholders at maturity, (ii) the settlement in full by the Trust of all
payments and deliveries required in connection with any exercise of the Optional
Exchange Right, and (iii) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
An employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), including an individual retirement
account or Keogh plan (any such plan or account, a "PLAN") may purchase
Certificates if the Underwriter is able to confirm the existence of at least 100
independent purchasers of beneficial interests in this Certificate.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
____________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
____________________________________________________________
the within Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing
____________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate Register,
with full power of substitution in the premises.
Dated:
_______________________*
Signature Guaranteed:
_______________________*
*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a brokerage firm or financial institution that is a member of a
Securities Approved Medallion Program such as Securities Transfer Agents
Medallion Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York
Stock Exchange Inc. Medallion Signature Program (MSP).
<PAGE>
No. R-1 $16,500,000
CUSIP NO. 290026 AB 9
SEE REVERSE FOR CERTAIN DEFINITIONS
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE
TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
BOND-BACKED INVESTMENT CERTIFICATES TRUST,
SERIES 1997-DU PONT
BOND-BACKED INVESTMENT CERTIFICATES,
SERIES 1997-DU PONT
$16,500,000 PRINCIPAL BALANCE
7.50% CERTIFICATE RATE
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists principally of $16,500,000
aggregate principal amount of 8.25% Notes due September 15, 2006 of E.I. du Pont
de Nemours and Company (the "UNDERLYING SECURITY ISSUER") and all payments
received thereon (the "TRUST PROPERTY"), deposited in trust by Elmwood Funding
Limited (the "DEPOSITOR").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of $16,500,000 DOLLARS
nonassessable, fully-paid, fractional undivided interest in the Bond-backed
Investment Certificates Trust, Series 1997-Du Pont, formed by the Depositor.
The Trust was created pursuant to a Standard Terms for Trust
Agreements, dated as of March 14, 1997 (the "STANDARD TERMS"), between the
Depositor and United States Trust Company of New York, not in its individual
capacity but solely as Trustee (the "TRUSTEE"), as supplemented by
<PAGE>
-2-
the Series Supplement, Series 1997-Du Pont, dated as of May 12, 1997 (the
"SERIES SUPPLEMENT" and, together with the Standard Terms, the "TRUST
AGREEMENT"), between the Depositor and the Trustee. This Certificate does not
purport to summarize the Trust Agreement and reference is hereby made to the
Trust Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate Trust
Office. Capitalized terms used but not defined herein have the meanings assigned
to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates designated
as the "Bond-backed Investment Certificates, Series 1997-Du Pont" (herein called
the "CERTIFICATES"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The Trust Property consists of: (i)
Underlying Securities described in the Trust Agreement; (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after the
Original Issue Date together with any proceeds thereof, subject to the Retained
Interest, the Call Right and the Optional Exchange Right; and (iii) all funds
from time to time deposited with the Trustee relating to the Certificates and
any investments thereof, together with any and all income, proceeds and payments
with respect thereto.
Subject to the terms and conditions of the Trust Agreement (including
the availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith, distributions
will be made on each Distribution Date, to the Person in whose name this
Certificate is registered on the applicable Record Date, in an amount equal to
such Certificateholder's fractional undivided interest in the amount required to
be distributed to the Holders of the Certificates on such Distribution Date.
The Record Date applicable to any Distribution Date is the close of business on
the third Business Day immediately preceding such Distribution Date (whether or
not a Business Day).
Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees it will not, until the date which is one year and one day after
termination of the Trust, acquiesce, petition or otherwise invoke or cause the
Trust to invoke the process of the United States of America, any State or other
political subdivision thereof or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
for the purpose of commencing or sustaining a case by or against the Trust under
a Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Trust or all or any part of the property or assets of
the Trust or ordering the winding up or liquidation of the affairs of the Trust.
Distributions made on this Certificate will be made as provided in the
Trust Agreement by the Trustee by wire transfer in immediately available funds,
or check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the Corporate Trust Office or such other
location as may be specified in such notice.
<PAGE>
-3-
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not
entitle the Holder hereof to any benefit under the Trust Agreement or be valid
for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
<PAGE>
-4-
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
BOND-BACKED INVESTMENT CERTIFICATES TRUST, SERIES
1997-DU PONT
By: UNITED STATES TRUST COMPANY
OF NEW YORK not in its individual capacity but
solely as Trustee,
By:___________________________
Authorized Officer
Dated: May 12, 1997
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bond-backed Investment Certificates, Series 1997-Du
Pont, described in the Trust Agreement referred to herein.
UNITED STATES TRUST COMPANY
OF NEW YORK, not in its individual
capacity but solely as
Trustee,
Date: May 12, 1997 By:___________________________
Authorized Officer
<PAGE>
(REVERSE OF CERTIFICATE)
The Certificates are limited in right of distribution to certain
payments and collections respecting the Underlying Securities, all as more
specifically set forth herein and in the Trust Agreement. The registered Holder
hereof, by its acceptance hereof, agrees that it will look solely to the Trust
Property (to the extent of its rights therein) for distributions hereunder.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent of
the Holders of Certificates evidencing greater than 66-2/3% of the aggregate
Voting Rights of the Certificates, subject to certain provisions set forth in
the Trust Agreement. Any such consent by the Holder of this Certificate (or any
predecessor Certificate) shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Trust Agreement also permits
the amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
The Certificates are issuable in fully registered form only in minimum
original principal amounts of $1,000 and integral multiples of $1,000 in excess
thereof.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trustee in the Borough of Manhattan, The City of New York, duly endorsed by
or accompanied by an assignment in the form below and by such other documents as
required by the Trust Agreement, and thereupon one or more new Certificates of
the same class in authorized denominations evidencing the same principal amount
will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is United States Trust
Company of New York.
No service charge shall be made for any registration of transfer or
exchange of this Certificate, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of this Certificate,
other than an exchange pursuant to Section 5.03 of the Trust Agreement not
involving any transfer.
The Depositor, the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner of this Certificate for the purpose of receiving distributions of
principal of (and premium, if any) and interest, if any, on this Certificate and
for all other purposes whatsoever, whether or not this Certificate be overdue,
and neither the Depositor or the Trustee, nor any agent of the Depositor or the
Trustee shall be affected by notice to the contrary.
It is the intention of the parties to the Trust Agreement that the
Trust created thereunder shall constitute a grantor trust for federal income tax
purposes and the Certificateholder agrees to treat the Trust, any distributions
therefrom and its beneficial interest in the Certificates consistently with such
characterization.
<PAGE>
-2-
The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property and the issuance of the Certificates, and other than those
required or authorized by the Trust Agreement or incidental and necessary to
accomplish such activities. The Trust may not issue or sell any certificates or
other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed.
The Trust and the obligations of the Depositor and the Trustee created
by the Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the distribution in full of all amounts due to
Certificateholders at maturity, (ii) the settlement in full by the Trust of all
payments and deliveries required in connection with any exercise of the Optional
Exchange Right, and (iii) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
An employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), including an individual retirement
account or Keogh plan (any such plan or account, a "PLAN") may purchase
Certificates if the Underwriter is able to confirm the existence of at least 100
independent purchasers of beneficial interests in this Certificate.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
____________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
____________________________________________________________
the within Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing
____________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate Register,
with full power of substitution in the premises.
Dated:
_______________________*
Signature Guaranteed:
_______________________*
*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a brokerage firm or financial institution that is a member of a
Securities Approved Medallion Program such as Securities Transfer Agents
Medallion Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York
Stock Exchange Inc. Medallion Signature Program (MSP).
