<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 31 December 1997
Commission File Number: 001-12809
ELMWOOD FUNDING LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands N/A
(state or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
PO Box 1984
Elizabethan Square
George Town
Grand Cayman
British West Indies
(345) 949-8244
(Address, including zip code, and telephone number, including area code
of registrant's principal executive office)
Deutsche Morgan Grenfell (Cayman) Limited
PO Box 1984
Elizabethan Square
George Town
Grand Cayman
British West Indies
Attention: Derrie Boggess
(345) 949-8244
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Registrant had 1,000 shares of common stock outstanding (all owned directly by
Deutsche Morgan Grenfell (Cayman) Limited, as share trustee) as of 31 December
1997.
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
--- ---
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Page 1
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Page number
PART I
Item 1. Business 4
Item 2. Properties 4
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity and Related 5
Stockholder Matters
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation 6-8
Item 8. Financial Statements and Supplementary Data
Audited Statement of Operations 9
Audited Statement of Financial Condition 10
Audited Statement of Cash Flows 11
Notes to Financial Statements 12-16
Item 9. Changes in and Disagreements with Accountants on Accounting 17
and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant 17-18
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Page 2
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Page number
PART III
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial Owners and
Management 18
Item 13. Certain Relationships and Related Transactions 18
PART IV
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K 19-20
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Page 3
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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PART I
ITEM 1. BUSINESS
ELMWOOD FUNDING LIMITED (the "Company") was incorporated under the Companies Law
(Revised) of the Cayman Islands on 17 September 1996 as an exempted company.
The Company's operations consist solely of fulfilling its obligations as
depositor, relating to the issue of Bond-backed Investment Certificates (the
"certificates") offered through, and which represent in the aggregate, the
entire beneficial ownership in a trust (the "Trust") formed pursuant to the
Trust Agreement dated as of 14 March 1997 and Series Supplements to the Trust
Agreement dated 14 March (1997-AT&T), 12 May 1997 (1997-Du Pont), and 16 June
1997 (1997-Du Pont-2), between the Company and the United States Trust Company,
as trustee. The fourth series of certificates, Series 1997-US Treasury-1, was
issued on 22 August 1997, pursuant to the Trust Agreement dated as of 1 August
1997 and a Series Supplement to the Trust Agreement dated 22 August 1997.
The Company has thus surrendered to the Trust all future economic interests in
both the certificates issued and the underlying securities by which they are
collateralised. According to the terms of the trust agreements, the holders of
the certificates can look only to the related collateral held by the Trust for
repayment of both principal and interest. The certificates do not represent a
recourse obligation or interest in the Company and in accordance with United
States generally accepted accounting principles the certificates and related
collateral are not reflected in the accompanying statement of financial
condition.
Each series of certificates represents the entire beneficial ownership interest
in a publicly issued fixed income debt security issued pursuant to an effective
registration statement filed with the Securities and Exchange Commission, or in
a debt security issued, or directly and fully guaranteed or insured, by the
Government of the United States of America, or by any of certain specified
entities controlled or supervised by and acting as an instrumentality of the
Government of the United States of America and exempt from the Securities Act of
1933, as amended, by reason of Section 3(a)(2) thereof, or another Federal
Statute, or a pool of such debt securities together with other assets designed
to assure the service or timely distribution of payments to holders of the
certificates. These underlying securities are deposited in a trust for the
benefit of holders of certificates of such series.
ITEM 2. PROPERTIES
The Company owns no physical property.
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ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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ITEM 3. LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings involving it, other than
ordinary and routine legal matters incidental to its duties under agreements and
other documents to which it is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to vote or consent of stockholders during the fiscal
year covered by this report.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company has 1,000 shares of common stock outstanding (all owned directly by
Deutsche Morgan Grenfell (Cayman) Limited, as share trustee). There is no
established secondary market for this stock.
Item 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
=======================================================================================
31 December 31 DECEMBER
1997 1996
(US$) (US$)
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Sales/Operating Revenues - -
- ---------------------------------------------------------------------------------------
Income (Loss) - -
- ---------------------------------------------------------------------------------------
Income (loss) / Share - -
- ---------------------------------------------------------------------------------------
Total Assets 1,000 1,000
- ---------------------------------------------------------------------------------------
Long-Term Obligations - -
- ---------------------------------------------------------------------------------------
Cash Dividends / Common Share - -
=======================================================================================
</TABLE>
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Page 5
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Financial condition
The Company purchased US$25,000,000, nominal value, of the US$500,000,000 7.75%
notes due 1 March 2007 issued by AT&T on 7 March 1995 (the "Notes"). The Notes
were transferred to the Trust as collateral for the 1997-AT&T series of bond
backed investment certificates issued by the Trust. The transfer extinguished
all amounts due to the Trust by the Company and fulfilled its obligation as
depositor pursuant to the Trust Agreement.
On 25 March 1997 the Company effected an issue on behalf of the Trust of
US$25,000,000, nominal value, bond backed investment certificates under the
1997-AT&T series. The underwriters purchased the certificates at 98% of the
outstanding principal balance. The proceeds were immediately transferred to the
Company to purchase the Notes. The certificates bear interest at a fixed rate
of 7.4%. Distributions of interest and principal will be made on or about 1
March and 1 September of each year commencing September 1997. The holders of
the certificates will receive principal distributions as principal is received
on the Notes. The certificates are scheduled to mature on 1 March 2007.
The Company purchased US$16,500,000, nominal value, of the US$300,000,000 8.25%
notes due 15 September 2006 issued by EI du Pont de Nemours and Company which
were transferred to the Trust as collateral for the 1997-Du Pont series of bond
backed investment certificates issued by the Trust. The Company purchased a
further US$10,250,000, nominal value, of the US$300,000,000 8.25% notes due 15
September 2006 issued by EI du Pont de Nemours and Company which were
transferred to the Trust as collateral for the 1997-Du Pont-2 series of bond
backed investment certificates issued by the Trust. The transfer extinguished
all amounts due to the Trust by the Company and fulfilled its obligation as
depositor pursuant to the Trust Agreement.
On 12 May 1997 the Company effected an issue on behalf of the Trust of
US$16,500,000, nominal value, bond backed investment certificates under the
1997-Du Pont series. The underwriters purchased the certificates at 98.2% of
the outstanding principal balance. The proceeds were immediately transferred to
the Company to purchase the underlying securities. The certificates bear
interest at a fixed rate of 7.5%. Distributions of interest and principal will
be made on or about 15 March and 15 September of each year commencing September
1997. The holders of the certificates will receive principal distributions as
principal is received on the Notes. The certificates are scheduled to mature on
15 September 2006.
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Page 6
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Financial condition (continued)
On 16 June 1997 the Company effected an issue on behalf of the Trust of
US$10,250,000, nominal value, bond backed investment certificates under the
1997-Du Pont-2 series. The underwriters purchased the certificates at 98.2% of
the outstanding principal balance. The proceeds were immediately transferred to
the Company to purchase the underlying securities. The certificates bear
interest at a fixed rate of 7.25%. Distributions of interest and principal will
be made on or about 15 March and 15 September of each year commencing September
1997. The holders of the certificates will receive principal distributions as
principal is received on the Notes. The certificates are scheduled to mature on
15 September 2006.
The Company purchased US$20,000,000, nominal value, of the US$16,015,000,000
6.875% notes due 15 May 2006 issued by the Government of the United States of
America which were transferred to the Trust as collateral for the 1997-US
Treasury-1 series of bond backed investment certificates issued by the Trust.
The transfer extinguished all amounts due to the Trust by the Company and
fulfilled its obligation as depositor pursuant to the Trust Agreement.
On 22 August 1997 the Company effected an issue on behalf of the Trust of
US$20,000,000, nominal value, bond backed investment certificates under the
1997-US Treasury-1 series. The underwriters purchased the certificates at 98.5%
of the outstanding principal balance. The proceeds were immediately transferred
to the Company to purchase the underlying securities. The certificates bear
interest at a fixed rate of 6.375%. Distributions of interest and principal
will be made on or about 15 May and 15 November of each year commencing November
1997. The holders of the certificates will receive principal distributions as
principal is received on the Notes. The certificates are scheduled to mature on
15 May 2006.
The Company has surrendered to the Trust all future economic interests in both
the certificates issued and the underlying securities by which they are
collateralised. According to the terms of the trust agreements, the holders of
the certificates can look only to the related collateral held by the Trust for
repayment of both principal and interest. The certificates do not represent a
recourse obligation or interest in the Company.
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Page 7
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Results of operations
In fulfilling its obligations as depositor and pursuant to the Trust Agreement,
the Company has no future economic interest or obligation in relation to the
certificates issued or the underlying securities transferred to the Trust.
Accordingly no income or expenses have been incurred through the operations of
the Company.
All ongoing fees of the Company are met by the holders of the Retained Interest
and distributed by the trusts. Therefore, these expenses are not included in
the statement of operations.
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Page 8
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AUDITED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year ended Three Months Ended
31 December 31 December 31 December
1997 1997 1196
Note (US$) (US$) (US$)
<S> <C> <C> <C> <C>
INCOME - -
------------------- -------------------- ------------------
- - -
------------------- -------------------- ------------------
EXPENDITURE - -
------------------- -------------------- ------------------
- - -
------------------- -------------------- ------------------
------------------- -------------------- ------------------
NET INCOME FOR THE PERIOD - - -
=================== ==================== ==================
------------------- -------------------- ------------------
RETAINED EARNINGS AT THE BEGINNING
AND END OF THE PERIOD - - -
=================== ==================== ==================
</TABLE>
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Page 9
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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Item 8. Financial Statements and Supplementary Data
AUDITED STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
31 December 31 December
1997 1996
Note (US$) (US$)
<S> <C> <C> <C>
Assets
Sundry debtors and prepayments 2 1,000 1,000
--------------- ------------------
1,000 1,000
--------------- ------------------
LIABILITIES
--------------- ------------------
--------------- ------------------
- -
--------------- ------------------
NET ASSETS 1,000 1,000
=============== ==================
CAPITAL AND RESERVES
Share capital 8 1,000 1,000
Retained earnings - -
--------------- -----------------
1,000 1,000
=============== =================
</TABLE>
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Page 10
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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Item 8. Financial Statements and Supplementary Data
AUDITED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR THREE MONTHS
ENDED ENDED
31 DECEMBER 1997 31 DECEMBER 1996
ENDED
Note (US$) (US$)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income - -
Adjustments to reconcile net income to
net cash used in operating activities
Net change in:
Sundry debtors 2 (1,000)
-------------------- -----------------------
NET CASH USED IN OPERATING ACTIVITIES - (1,000)
-------------------- -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds of disposal of investments 5,6 76,453,768 -
Purchase of investments 4 (76,453,768) -
-------------------- -----------------------
NET CASH USED IN INVESTING ACTIVITIES - -
-------------------- -----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 8 - 1,000
-------------------- -----------------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES - 1,000
-------------------- -----------------------
NET CHANGE IN CASH FOR THE PERIOD - -
==================== =======================
CASH AT THE BEGINNING OF THE PERIOD - -
-------------------- -----------------------
CASH AT THE END OF THE PERIOD - -
==================== =======================
</TABLE>
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Page 11
<PAGE>
ELMWOOD FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
31 December 1997
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1 ORGANISATION
ELMWOOD FUNDING LIMITED (the "Company") was incorporated under the Companies
Law (Revised) of the Cayman Islands on 17 September 1996 as an exempted
company. The Company's operations consist solely of fulfilling its obligations
as depositor, relating to the issue of Bond-backed Investment Certificates
(the "certificates") offered through, and which represent in the aggregate,
the entire beneficial ownership in a trust (the "Trust") formed pursuant to
the Trust Agreement dated as of 14 March 1997 and Series Supplements to the
Trust Agreement dated 14 March (1997-AT&T), 12 May 1997 (1997-Du Pont), and 16
June 1997 (1997-Du Pont-2), between the Company and the United States Trust
Company, as trustee. The fourth series of certificates, Series 1997-US
Treasury-1, were issued on 22 August 1997, pursuant to a Series Supplement to
the Trust Agreement dated 22 August 1997.
The Company has thus surrendered to the Trust all future economic interests in
both the certificates issued and the underlying securities by which they are
collateralised. According to the terms of the trust agreements, the holders
of the certificates can look only to the related collateral held by the Trust
for repayment of both principal and interest. The certificates do not
represent a recourse obligation or interest in the Company and in accordance
with United States generally accepted accounting principles the certificates
and related collateral are not reflected in the accompanying statement of
financial condition.
Each series of certificates represents the entire beneficial ownership
interest in a publicly issued fixed income debt security issued pursuant to an
effective registration statement filed with the Securities and Exchange
Commission, or in a debt security issued, or directly and fully guaranteed or
insured, by the Government of the United States of America, or by any of
certain specified entities controlled or supervised by and acting as an
instrumentality of the Government of the United States of America and exempt
from the Securities Act of 1933, as amended, by reason of Section 3(a)(2)
thereof, or another Federal Statute, or a pool of such debt securities
together with other assets designed to assure the service or timely
distribution of payments to holders of the certificates. These underlying
securities are deposited in a trust for the benefit of holders of certificates
of such series.
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Page 12
<PAGE>
ELMWOOD FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
31 December 1997
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2. SIGNIFICANT ACCOUNTING POLICIES
These audited financial statements are prepared in accordance with United
States generally accepted accounting principles. The following are the
significant accounting policies adopted by the Company:
FAIR VALUE OF FINANCIAL INSTRUMENTS
The only financial instruments held by the Company are sundry receivables and
payables where carrying value approximates the fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported period. Actual results could
differ from those estimates.
3 FEES AND EXPENSES
All ongoing fees of the Company are met by the holders of the Retained
Interest and distributed by the trusts (see Note 6). Therefore, these
expenses, estimated to be approximately US$60,000 for the year ended
December 31, 1997 (1996: US$19,000), are not included in the statement of
operations.
4 INVESTMENTS
The Company purchased US$25,000,000, nominal value, of the US$500,000,000
7.75% notes due 1 March 2007 issued by AT&T on 7 March 1995 (the "Notes")
which were transferred to the Trust as collateral for the 1997-AT&T series of
bond backed investment certificates issued by the Trust. The Company also
purchased US$16,500,000, nominal value, of the US$300,000,000 8.25% notes due
15 September 2006 issued by EI du Pont de Nemours and Company which were
transferred to the Trust as collateral for the 1997-Du Pont series of bond
backed investment certificates issued by the Trust. The Company purchased a
further US$10,250,000, nominal value, of the US$300,000,000 8.25% notes due
15 September 2006 issued by EI du Pont de Nemours and Company which were
transferred to the Trust as collateral for the 1997-Du Pont-2 series of bond
backed investment certificates issued by the Trust.
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Page 13
<PAGE>
ELMWOOD FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
31 December 1997
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4 INVESTMENTS (CONTINUED)
The Company also purchased US$20,000,000, nominal value, of the
US$16,015,000,000 6.875% notes due 15 May 2006 issued by the Government of
the United States of America which were transferred to the Trust as
collateral for the 1997-US Treasury-1 series of bond backed investment
certificates issued by the Trust. The transfers extinguished all amounts due
to the Trust by the Company and fulfilled its obligation as depositor
pursuant to the Trust Agreement.
5 BOND BACKED INVESTMENT CERTIFICATES
On 25 March 1997 the Company effected an issue on behalf of the Trust of
US$25,000,000, nominal value, bond backed investment certificates under the
1997-AT&T series. The underwriters purchased the certificates at 98% of the
outstanding principal balance. The proceeds were immediately transferred to
the Company to purchase the Notes. The certificates bear interest at a fixed
rate of 7.4%. Distributions of interest and principal will be made on or
about 1 March and 1 September of each year commencing September 1997. The
holders of the certificates will receive principal distributions as principal
is received on the Notes. The certificates are scheduled to mature on 1 March
2007.
On 12 May 1997 the Company effected an issue on behalf of the Trust of
US$16,500,000, nominal value, bond backed investment certificates under the
1997-Du Pont series. The underwriters purchased the certificates at 98.2% of
the outstanding principal balance. The proceeds were immediately transferred
to the Company to purchase the underlying securities. The certificates bear
interest at a fixed rate of 7.5%. Distributions of interest and principal
will be made on or about 15 March and 15 September of each year commencing
September 1997. The holders of the certificates will receive principal
distributions as principal is received on the Notes. The certificates are
scheduled to mature on 15 September 2006.
On 16 June 1997 the Company effected an issue on behalf of the Trust of
US$10,250,000, nominal value, bond backed investment certificates under the
1997-Du Pont-2 series. The underwriters purchased the certificates at 98.2%
of the outstanding principal balance. The proceeds were immediately
transferred to the Company to purchase the underlying securities. The
certificates bear interest at a fixed rate of 7.25%. Distributions of
interest and principal will be made on or about 15 March and 15 September of
each year commencing September 1997. The holders of the certificates will
receive principal distributions as principal is received on the Notes. The
certificates are scheduled to mature on 15 September 2006.
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Page 14
<PAGE>
ELMWOOD FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
31 DECEMBER 1997
- --------------------------------------------------------------------------------
5 BOND BACKED INVESTMENT CERTIFICATES (CONTINUED)
On 22 August 1997 the Company effected an issue on behalf of the Trust of
US$20,000,000, nominal value, bond backed investment certificates under the
1997-US Treasury-1 series. The underwriters purchased the certificates at
98.5% of the outstanding principal balance. The proceeds were immediately
transferred to the Company to purchase the underlying securities. The
certificates bear interest at a fixed rate of 6.375%. Distributions of
interest and principal will be made on or about 15 May and 15 November of
each year commencing November 1997. The holders of the certificates will
receive principal distributions as principal is received on the Notes. The
certificates are scheduled to mature on 15 May 2006.
6 OPTIONS, RIGHTS AND RETAINED INTERESTS
The holder of the retained interest retains the right to a distribution equal
to the premium of the interest earned on the underlying security over that
paid on the trust certificate subject to payment of ordinary expenses of the
trustee and administration expenses of the Company. The rights of the holder
of the retained interest to the above premium is equal in priority to the
rights of the holders of the certificate to receive interest on the
underlying securities.
7 FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK
The Company's activities are primarily conducted with financial institutions.
In connection with the terms of securitisation transactions, the bond backed
investment certificates together with the underlying securities are held by
the Trust and do not represent obligations of the Company.
8 SHARE CAPITAL
Authorised...................50,000 ordinary shares of US$1.00 each.
Issued and fully paid.........1,000 ordinary shares of US$1.00 each.
9 RELATED PARTY TRANSACTIONS
Under the terms of a Declaration of Trust dated 27 September 1996 all of the
issued and fully paid shares have been issued to the Share Trustee, Deutsche
Morgan Grenfell (Cayman) Limited, the administrator of the Company. Pursuant
to an administration agreement also dated 27 September 1996 Deutsche Morgan
Grenfell (Cayman) Limited provides directors and administrative services to
the Company.
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Page 15
<PAGE>
ELMWOOD FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
31 December 1997
- --------------------------------------------------------------------------------
10 TAXATION
Under the Cayman Islands Tax Concessions Law (1995 Revision), the Governor-
in-Council of the Cayman Islands issued an undertaking to the Company on 8
October 1996 exempting it from all local income, profit or capital gains
taxes. The undertaking has been issued for a period of 20 years and at the
present time, no such taxes are levied in the Cayman Islands. Accordingly,
no provision for taxes on the Company's income in the Cayman Islands is
recorded.
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Page 16
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There was no change of accountants or disagreement with accountants on any
matter of accounting principals or practices of financial disclosure.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
As at 31 December 1997 the directors of the Company, their ages, terms of
service and business experience were:
DAVID EGGLISHAW, SENIOR MANAGER OF DEUTSCHE MORGAN GRENFELL (CAYMAN) LIMITED.
David Egglishaw, age 30, is a member of the Institute of Chartered Accountants
in England and Wales and joined Deutsche Morgan Grenfell (Cayman) Limited in
June 1994 having previously held a position of Senior Fund Accountant with
Worthy Trust Company in Jersey, Channel Islands. Mr. Egglishaw is also the
Secretary of the Cayman Islands Mutual Fund Administrators' Association. David
Egglishaw was appointed as a director on 30 September 1996.
JOHN CULLINANE, ASSISTANT MANAGER, TRUST AND COMPANY OF DEUTSCHE MORGAN GRENFELL
(CAYMAN) LIMITED.
John Cullinane, age 33, is a member of the Institute of Chartered Secretaries
and Administrators and joined Deutsche Morgan Grenfell (Cayman) Limited in June
1996 having previously held a position of Assistant Manager with Deutsche Morgan
Grenfell (CI) Limited in Jersey, Channel Islands. Mr. Cullinane was appointed a
director on 25 August 1997.
DERRIE BOGGESS, ASSISTANT MANAGER, TRUST AND COMPANY OF DEUTSCHE MORGAN GRENFELL
(CAYMAN) LIMITED.
Derrie Boggess, age 30, received her B.A. Degree from the University of North
Carolina at Chapel Hill and holds an Honours Law Degree from the University of
Liverpool. Ms. Boggess joined Deutsche Morgan Grenfell (Cayman) Limited in
March 1994. Ms. Boggess was appointed a director on 30 September 1996.
The above directors, all employees of Deutsche Morgan Grenfell (Cayman) Limited,
are provided by Deutsche Morgan Grenfell (Cayman) Limited in accordance with its
obligations under the terms of an Administrative Agreement dated 27 September
1996 between Deutsche Morgan Grenfell (Cayman) Limited and the Company.
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Page 17
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
- --------------------------------------------------------------------------------
The Company has no executive officers or other significant employees.
Section 16(a) Beneficial Ownership Reporting Compliance
There is nothing to report with respect to this item.
ITEM 11. EXECUTIVE COMPENSATION
Because the Company has no executive officers or other paid employees, there is
nothing to report with respect to this requirement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
==============================================================================================
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS OF AMOUNT PERCENT
CLASS BENEFICIAL AND NATURE OF OF CLASS
OWNER BENEFICIAL
OWNERSHIP
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock Deutsche Morgan Grenfell 1,000 shares owned 100%
(Cayman) Limited directly, as share
P.O. Box 1984 trustee
Elizabethan Square
George Town
Grand Cayman
British West Indies
==============================================================================================
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
There is nothing to report with respect to this item.
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Page 18
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
- --------------------------------------------------------------------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
The following exhibits are filed as part of this Annual Report or, where
indicated, were heretofore filed and are hereby incorporated by reference:
(a) Exhibits
3.1 Certificate of Incorporation of the Company as currently in effect
dated 17 September 1996, incorporated herein by reference from Exhibit
3.1 to the Company's Registration Statement on Form S-3 (File No. 333-
29327), as amended, filed with the Securities and Exchange Commission
(the "Commission") on 16 June 1997.
3.2 Memorandum and Articles of Incorporation of the Company as currently
in effect dated 17 September 1996, incorporated herein by reference
from Exhibit 3.2 to the Company's Registration Statement on Form S-3
(File No. 333-29327), as amended, filed with the Securities and
Exchange Commission the Commission on 16 June 1997.
4.1 Standard Terms for Trust Agreements between the Company, as Depositor,
and United States Trust Company, as Trustee, dated as of 1 August
1997, incorporated herein by reference from Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (File No. 333-29327), as
amended, filed with the Commission on 16 June 1997.
4.2 Standard Terms for Trust Agreements between the Company, as
Depositor, and United States Trust Company, as Trustee, dated as of 14
March 1997, incorporated herein by reference from Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (File No. 333-5698), as
amended, filed with the Commission on 2 October 1996.
4.3 Series Supplement to the Standard Terms dated as of 22 August 1997 by
and between the Company, as Depositor, and United States Trust Company
of New York, as Trustee, creating the Bond-backed Investment
Certificates Trust Series 1997-US Treasury-1 and providing for the
issuance of the Series 1997-US Treasury-1 Certificates, incorporated
herein by reference from Exhibit 4 to the Company's Registration
Statement on Form 8-A (File No. 001-12809) as amended, filed with the
Commission on 29 July 1997.
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Page 19
<PAGE>
ELMWOOD FUNDING LIMITED
Year ended 31 December 1997
- --------------------------------------------------------------------------------
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K (continued)
4.4 Series Supplement to the Standard Terms dated as of 16 June 1997 by
and between the Company, as Depositor, and United States Trust
Company of New York, as Trustee, creating the Bond-backed Investment
Certificates Trust Series 1997-Du Pont-2 and providing for the
issuance of the Series 1997-Du Pont-2 Certificates, incorporated
herein by reference from Exhibit 4 to the Company's Registration
Statement on Form 8-A (File No. 001-12809), filed with the Commission
on 13 June 1997.
4.5 Series Supplement to the Standard Terms dated as of 12 May 1997 by
and between the Company, as Depositor, and United States Trust
Company of New York, as Trustee, creating the Bond-backed Investment
Certificates Trust Series 1997-Du Pont and providing for the issuance
of the Series 1997-Du-Pont Certificates, incorporated herein by
reference from Exhibit 4 to the Company's Registration Statement on
Form 8-A (File No. 001-12809), filed with the Commission on 8 May
1997.
4.6 Series Supplement to the Standard Terms dated as of 14 March 1997 by
and between the Company, as Depositor, and United States Trust
Company of New York, as Trustee, creating the Bond-backed Investment
Certificates Trust Series 1997-AT&T and providing for the issuance of
the Series 1997-AT&T and providing for the issuance of the Series
1997-AT&T Certificates, incorporated herein by reference from Exhibit
4 to the Company's Registration Statement on Form 8-A (File No. 001-
12809), filed with the Commission on 14 March 1997.
27 Financial Data Schedule
- --------------------------------------------------------------------------------
Page 20
<PAGE>
ELMWOOD FUNDING LIMITED
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorised.
/s/ John Cullinane 20 April 1998
- ------------------ -------------
John Cullinane Date
Director
/s/ Derrie Boggess 20 April 1998
- ------------------ -------------
Derrie Boggess Date
Director
- --------------------------------------------------------------------------------
Page 21
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 1,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
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</TABLE>
