COPELCO CAPITAL FUNDING CORP X
10-K405, 1998-03-31
INVESTORS, NEC
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                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 1997.
                          -----------------

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE AT OF 1934.

For the transition period from ______________ to ___________________.

                         COPELCO CAPITAL FUNDING CORP. X
             ------------------------------------------------------
             (exact name of Registrant as specified in its charter)

                                East Gate Center
                               700 East Gate Drive
                       Mount Laurel, New Jersey 08054-5400
                                 (609) 231-9600
          -------------------------------------------------------------
          (Address and Telephone Number of Principal Executive Officer)

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act
of 1934: None.

Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act
of 1934: None.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes                        No X
   ---                       ---
<PAGE>

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant. None.

     As of March 1, 1998, there were 1,000 shares of the Registrant's Common
Stock outstanding.

     The Registrant meets the conditions set forth in General Instruction 
(J)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the 
reduced disclosure format permitted thereunder.




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<PAGE>


                                     PART I

Item 1.           Business

The Registrant is a wholly-owned bankruptcy-remote subsidiary of Copelco Capital
Inc., recently formed solely for the purpose of acquiring from Copelco Capital
Inc. certain leases (the "Leases") and interests in the equipment underlying the
leases (the "Equipment"), and securitizing the Leases and the Equipment through
the issuance of debt securities (the "Notes"). As a bankruptcy-remote entity,
the Registrant's operations are restricted so that (a) it does not engage in
business with, or incur liabilities to, any other entity (other than the Trustee
on behalf of the holders of the Notes) which may bring bankruptcy proceedings
against the Registrant and (b) the risk is diminished that it will be
consolidated into the bankruptcy proceedings of any other entity. The Registrant
has no other assets except the Leases and the Equipment, and proceeds thereof.

Item 2.           Properties

         None.

Item 3.           Legal Proceedings

         None.

Item 4.           Submission of Matters to a Vote of Security Holders

         None.

                                     PART II

Item 5.           Market for Registrant's Common Equity and Related Stockholder 
                  Matters

                  The sole holder of the Registrant's Common Stock is Copelco
                  Capital Inc. There is currently no market for such Common
                  Stock nor is it anticipated that such a market will develop.

Item 6.           Selected Financial Data

         Not Applicable.

Item 7.           Management's Discussion and Analysis of Financial Condition 
                  and Results of Operations

         Not Applicable.




                                       3
<PAGE>


Item 8.  Financial Statements and Supplemental Data

         Not Applicable.

Item 9.  Change in and Disagreements on Accounting and Financial
         Disclosure

         Not Applicable.

                                    PART III

Item 10. Directors and Officers of the Registrant

         The following individuals comprise the board of directors and the
officers of the Registrant:

Name:                                       Position
- -----                                       --------

Ian J. Berg                        Chairman of the Board,
                                   Director and Acting Chief Financial Officer 
                                   (Principal Executive Officer)
John Hakemian                      Director
John Fortunato                     Director
Tadayuki Seki                      Director
Vickie D. Sloan                    Director
Robert Lemenze                     President, Chief Operating
                                   Officer
Spencer N. Lempert                 Secretary
Stephen W. Shippie                 Vice President
Nicholas Antonaccio                Vice President - Finance

         All directors and officers hold office for the term of one year and
until their successors are elected and qualified, subject to earlier termination
by removal or resignation.

Item 11. Executive Compensation

         Not Applicable.


                                       4
<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management

         Not Applicable.

Item 13. Certain Relationships and Related Transactions

         Not Applicable.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     1.   Trustee's Reports for the payment periods ending in July, August,
          September, October, November and December 1997 and January, February
          and March 1998, each of which contains the Servicer's Report for such
          period.

                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     COPELCO CAPITAL FUNDING CORP. X

                                     By:      /s/ Ian J. Berg
                                              _________________________________
                                              Name:    Ian J. Berg
                                              Title:   Chairman of the Board

                                     Dated:   March 31, 1998

         Pursuant to the requirements of the Securities Exchange Act of 1983,
this report has been signed below by the following persons on behalf on the
Registrant and in the capacities and on the dates indicated.

                                     By:      /s/ Ian J. Berg
                                             _________________________________
                                             Name:    Ian J. Berg
                                             Title:   Chairman of the Board,
                                                        Director and Principal 
                                                        Executive Officer
                                             Date:    March 31, 1998

                                    By: 
                                             _________________________________
                                             Name:    Vicki D. Sloan
                                             Title:   Director
                                             Date:    March 31, 1998

                                    By:      /s/ John Hakemian
                                             _________________________________
                                             Name:    John Hakemian
                                             Title:   Director
                                             Date:    March 31, 1998

                                    By:      /s/ Tadayuki Seki
                                             _________________________________
                                             Name:    Tadayuki Seki
                                             Title:   Director
                                             Date:    March 31, 1997


                                       6



<PAGE>


                                     By:      /s/ Ian J. Berg
                                             _________________________________
                                             Name:    Ian J. Berg
                                             Title:   Acting Chief Financial 
                                                      Officer
                                             Date:    March 31, 1998




Supplemental Information:

         None




                                       7
<PAGE>


                                  Exhibit Index

99.1              Trustee's Reports for the payment periods ending in July,
                  August, September, October, November and December 1997 and 
                  January, February and March 1998, each of which contains the 
                  Servicer's Report for such period.

IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS EXHIBIT 99.1 TO FORM 10-K IS
BEING FILED IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION.






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