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As filed with the Securities and Exchange Commission on November 25, 1997
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NEWCOURT RECEIVABLES ASSET TRUST 1997-1
(Issuer with respect to the Securities)
NEWCOURT RECEIVABLES CORPORATION II
(Depositor of the Trust described herein)
Exact name of Registrant as specified in its charter
Delaware 6799 35-2010710
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
NEWCOURT RECEIVABLES CORPORATION II
2700 Bank One Tower
111 Monument Circle
Indianapolis, Indiana 46204
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Scott Moore, Esq.
NEWCOURT RECEIVABLES CORPORATION II
2700 Bank One Tower
111 Monument Circle
Indianapolis, Indiana 46204
(317) 229-3406
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
M. David Galainena, Esq. Stephan J. Feder, Esq.
Winston & Strawn Simpson Thacher & Bartlett
35 West Wacker Drive 425 Lexington Avenue
Chicago, Illinois 60601 New York, New York 10017
(312) 558-5600 (212) 455-2000
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-36059
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to Be Proposed Maximum Offering Proposed Maximum Amount of
Securities Registered Price Per Unit Aggregate Offering Price Registration Fee
to Be Registered
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<S> <C> <C> <C> <C>
Class A-1 $9,485 100% $9,485 $2.87
Receivable-Backed
Notes
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Class A-2 $6,716 100% $6,716 $2.03
Receivable-Backed
Notes
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Class A-3 $7,777 100% $7,777 $2.36
Receivable Backed
Notes
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Class A-4 $11,901 100% $11,901 $3.61
Receivable Backed
Notes
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Class B $1,061 100% $1,061 $0.32
Receivable-Backed
Notes
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</TABLE>
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<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Class C $1,178 100% $1,178 $0.36
Receivable-Backed
Notes
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</TABLE>
IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION V OF FORM S-1,
THE REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-36059)
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1997, AS
AMENDED BY AMENDMENT NO. 1, WHICH REGISTRATION STATEMENT WAS DECLARED
EFFECTIVE ON NOVEMBER 24, 1997.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
(a) EXHIBITS. All exhibits filed with the Registration Statement on
Form S-1 (File No. 333-36059) are incorporated by reference into, and shall
be deemed part of, this Registration Statement, except the following, which
are filed herewith:
5.1 Opinion of Winston & Strawn with respect to legality
8.1 Opinion of Winston & Strawn with respect to tax matters
23.1 Consent of Winston & Strawn (included in Exhibits 5.1 and 8.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on November 24, 1997.
NEWCOURT RECEIVABLES CORPORATION II
By: /s/ Scott J. Moore
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Name: Scott J. Moore
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Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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** Chief Executive Officer and November 24, 1997
- ----------------------- Director (Principal Executive
Bradley D. Nullmeyer Officer)
** Chief Financial Officer November 24, 1997
- ----------------------- (Principal Financial and
Michel Beland Accounting Officer)
** Director November 24, 1997
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Daniel A. Jauernig
** Director November 24, 1997
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Robert J. Hicks
** Director November 24, 1997
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Peter H. Sorensen
** /s/ Scott J. Moore
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Attorney-in-fact
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EXHIBIT INDEX
5.1 Opinion of Winston & Strawn with respect to legality
8.1 Opinion of Winston & Strawn with respect to tax matters
23.1 Consent of Winston & Strawn (included in Exhibit 5.1 and Exhibit 8.1)
<PAGE>
November 24, 1997
Newcourt Receivables Corporation II
2700 Bank One Tower
111 Monument Circle
Indianapolis, Indiana 46204
Re: Newcourt Receivables Asset Trust 1997-1
Class A-1 Receivable-Backed Notes, Series 1997-1,
Class A-2 Receivable-Backed Notes, Series 1997-1,
Class A-3 Receivable-Backed Notes, Series 1997-1,
Class A-4 Receivable-Backed Notes, Series 1997-1,
Class B Receivable-Backed Notes, Series 1997-1 and
Class C Receivable-Backed Notes, Series 1997-1
(collectively the "NOTES")
Ladies and Gentlemen:
We have acted as special counsel to Newcourt Receivables Corporation II
(the "TRUST DEPOSITOR"), as trust depositor of the Newcourt Receivables Asset
Trust 1997-1 (the "TRUST") in connection with the filing by Trust Depositor
of the registration statement on Form S-1 filed pursuant to Rule 462(b) of
the Securities Act of 1933, as amended (the "SECURITIES ACT"), registering
additional Notes of the same classes as were included in the registration
statement on Form S-1 (File No. 333-36059) which was declared effective at
4:00 p.m. on November 24, 1997 by the Securities and Exchange Commission
(such registration statement filed pursuant to Rule 462(b) of the Securities
Act, together with the exhibits and any amendments thereto, the "REGISTRATION
STATEMENT"). The Registration Statement has been filed with the Securities
and Exchange Commission under the Securities Act. As described in the
Registration Statement, the Notes will be issued under and pursuant to the
terms of a Sale and Servicing Agreement, Trust Agreement and Indenture
(collectively, the "AGREEMENTS" and each, individually, an "AGREEMENT").
Capitalized terms used but not defined herein have the meanings given to them
in the Registration Statement.
This opinion letter is being delivered to you pursuant to the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We are familiar with the proceedings to date with respect to the
proposed issuance and delivery of the Notes and have examined copies of the
Certificate of Incorporation and By-Laws of the Trust Depositor, the
Registration Statement and the Prospectus included therein, the form of each
Agreement and such other documents, records and questions of law, and
satisfied ourselves as
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Newcourt Receivables Corporation II
November 24, 1997
Page 2
to such matters of fact, as we have considered relevant and necessary as a
basis for this opinion letter.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such later documents. In making our
examination of documents that will be executed in connection with the
issuance of the Notes, we have assumed that the parties to such documents
will have at the time of execution of such documents, the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other,
and execution and delivery by such parties of such documents and the validity
and binding effect of such documents. As to any facts material to the
opinions expressed herein which we did not independently establish or verify,
we have relied upon oral and written statements and representations of
officers and other representatives of the Trust Depositor and others. In
addition, we have also relied upon the accuracy and completeness of all
certificates and other statements, representations, documents, records,
financial statements and papers reviewed by us, and the accuracy and
completeness of all representations, warranties, schedules and exhibits
contained in such documents, with respect to the factual matters set forth
therein.
Based on the foregoing, we are of the opinion that when (i) the
Registration Statement, as finally amended, has become effective under the
Securities Act, (ii) the amount, price, interest rate and other principal
terms of the Notes have been duly approved by Board of Directors of the Trust
Depositor, (iii) the applicable Agreements relating to such Notes have been
duly executed and delivered by the parties thereto in substantially the
form filed as exhibits to the Registration Statement, (iv) with respect to the
Trust, the Certificate of Trust has been duly executed and filed by the Owner
Trustee with the Secretary of State of the State of Delaware, (v) the
Indenture has been qualified under the Trust Indenture Act of 1939, as
amended, and (vi) the Notes have been duly executed and authenticated in
accordance with the applicable Agreements, the Notes will constitute legally
valid and binding obligations of the Trust as issuer thereof enforceable in
accordance with their terms, and entitled to the benefits of the applicable
Agreements (subject to the effect of bankruptcy, fraudulent conveyance or
transfer, insolvency, reorganization, arrangement, liquidation,
conservatorship and moratorium laws and subject to the limitations imposed by
other laws and judicial decisions relating to or affecting the rights of
creditors generally, to general principles of equity, regardless of whether
enforcement is considered in proceedings in equity or at law, and to an
implied covenant of good faith and fair dealing).
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the offering of the
Notes.
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Newcourt Receivables Corporation II
November 24, 1997
Page 3
This opinion letter is limited to the laws of the United States of
America, the State of New York and Title 12, Chapter 38 of the Delaware Code,
and we express no opinion with respect to the laws of any state or other
jurisdiction.
Our opinions set forth in this letter are based on the facts in
existence and the laws in effect on the date hereof and we expressly disclaim
any obligation to update our opinions herein, regardless of whether changes
in such facts or laws come to our attention after the delivery hereof.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Securities Act or the
rules and regulations thereunder or that this consent is required by Section
7 of the Securities Act.
Very truly yours,
/s/ Winston & Strawn
<PAGE>
Exhibit 8.1
Form of Opinion of Winston & Strawn
with respect to Tax Matters
November 24, 1997
Re: Newcourt Receivables Corporation II
Registration Statement on Form S-1 filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended
(the "Registration Statement")
Ladies and Gentlemen:
We have acted as special federal tax counsel to Newcourt
Receivables Corporation II, a Delaware corporation (the "Registrant"), in
connection with the proposed issuance and sale of its Class A-1
Receivable-Backed Notes, Series 1997-1, Class A-2 Receivable-Backed Notes,
Series 1997-1, Class A-3 Receivable-Backed Notes, Series 1997-1, Class A-4
Receivable-Backed Notes, Series 1997-1, Class B Receivable-Backed Notes,
Series 1997-1, and Class C Receivable-Backed Notes, Series 1997-1
(collectively the "Notes") to be issued from the Newcourt Receivables Asset
Trust 1997-1, a limited purpose Delaware business trust (the "Trust"). The
property of the Trust will include certain conditional sale agreements,
finance leases, installment payment agreements with respect to business
equipment and computer software and other property. The Notes will be issued
pursuant to an indenture (the "Indenture") between the Trust and an indenture
trustee.
We have advised the Registrant with respect to the material federal
income tax consequences of the proposed issuance of the Notes to the holders
thereof. This advice is described under the headings "Summary of
Terms--Federal Income Tax Considerations" and "Federal Income Tax
Consequences" in the prospectus relating to the Notes (the "Prospectus"),
which is a part of the registration statement on Form S-1 (File No.
333-36059) filed with the Securities and Exchange Commission (the
"Commission") initially on September 22, 1997, under the Securities Act of
<PAGE>
1933, as amended (the "Act") and declared effective on November 24, 1997, for
the registration of the Notes under the Act and incorporated by reference
into this Registration Statement. Such description does not purport to
discuss all possible federal income tax ramifications of the proposed
issuance of the Notes to the holders thereof in light of their own investment
or tax circumstances, but with respect to those tax consequences that are
discussed, in our opinion, the description fairly summarizes the federal
income tax considerations that are likely to be material to a holder of
Notes. Furthermore, we hereby confirm, as specified in the Prospectus, that
for federal income tax purposes (i) the Trust will not be treated as an
association (or publicly traded partnership) taxable as a corporation and
(ii) the Notes will be treated as indebtedness.
Our opinion is based upon the current provisions of the Code,
Treasury Regulations promulgated thereunder, current administrative rulings,
judicial decisions, and other applicable authorities, all as in effect on the
date of such opinions. All of the foregoing authorities are subject to
change or new interpretation, both prospectively and retroactively, and such
changes or interpretation, as well as the changes in the facts as they have
been represented to us or assumed by us, could affect our opinions. Our
opinion does not foreclose the possibility of a contrary determination by the
Internal Revenue Service (the "IRS") or by a court of competent jurisdiction,
or of a contrary position by the IRS or Treasury Department in regulations or
rulings issued in the future. Furthermore, our opinion assumes that all the
transactions contemplated by the Prospectus will be consummated in
accordance with the terms of the Prospectus, including without limitation,
that holders of Notes will treat such Notes as indebtedness.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to a reference to this firm (as counsel to the
Registrant) under the headings "Summary of Terms --Federal Income Tax
Considerations," "Federal Income Tax Consequences," and "Legal Matters" in
the Prospectus forming a part of the Registration Statement, without implying
or admitting that we are "experts" within the meaning of the Act or the rules
and regulations of the Commission issued thereunder, with respect to any part
of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Winston & Strawn
