<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/x/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997.
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
_______________ to ________________.
COMMISSION FILE NUMBER: 333-36059
NEWCOURT RECEIVABLES ASSET TRUST 1997-1
(ISSUER WITH RESPECT TO THE SECURITIES)
NEWCOURT RECEIVABLES CORPORATION II
(DEPOSITOR OF THE TRUST)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35-2010710
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2700 BANK ONE TOWER, 111 MONUMENT CIRCLE, INDIANAPOLIS, INDIANA 46204-5787
TELEPHONE: (317) 229-3406
(Address and telephone number of the of the registrant's principal
executive office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 229-3406
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
_____ _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the registrant's common stock held by
non-affiliates of the registrant: Not Applicable
Indicate the number of shares outstanding of the registrant's classes of
common stock, as of the latest practicable date: Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
Item 1. Business
Not applicable.
Item 2. Properties
Newcourt Receivables Asset Trust 1997-1 (the "Trust") was formed pursuant
to a Trust Agreement, dated as of November 1, 1997 between Newcourt Receivables
Corporation (the "Trust Depositor") and Chase Manhattan Bank Delaware, as Owner
Trustee. The property of the Trust includes a pool of contracts consisting of
(i) conditional sale agreements, promissory notes with related security
agreements, operating and finance leases, installment payment agreements, and
similar types of financing agreements with end-users ("End-User Contracts") in
each case with respect to certain information technology equipment,
communications equipment, commercial business and industrial equipment, medical
equipment, resources equipment and transportation and construction equipment
(collectively, the "Equipment"), certain computer software and related support
and consulting services (together with the Equipment, the "Financed Items"),
together with certain rights of financing originators under finance program
agreements and vendor assignments with vendors of the Financed Items, as well as
the Equipment or a security interest in the Equipment and (ii) limited recourse
contractual payment obligations payable by vendors and secured by the vendors'
interest in the End-User Contracts originated by such vendors and by the
Equipment related to such End-User Contracts.
Item 3. Legal Proceedings
There are no material pending legal proceedings with respect to the Trust
or the Trust Depositor involving the Trust, the Trust Depositor or Newcourt
Financial USA Inc., as Servicer, other than ordinary or routine litigation
incidental to the Trust assets or the Servicer's duties under the Sale and
Servicing Agreement, dated as of November 1, 1997 among the Trust Depositor, the
Trust, Newcourt Financial USA Inc., as Servicer, and Manufacturers and Traders
Trust Company, as Indenture Trustee.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) The Trust has issued the 5.815% Class A-1 Receivable-Backed Notes, Series
1997-1 ("Class A-1 Notes"), 6.040% Class A-2 Receivable-Backed Notes,
Series 1997-1 ("Class A-2 Notes"), 6.110% Class A-3 Receivable-Backed
Notes, Series 1997-1 ("Class A-3 Notes"),
<PAGE>
6.193% Class A-4 Receivable-Backed Notes, Series 1997-1 ("Class A-4
Notes"), 6.320% Class B Receivable-Backed Notes, Series 1997-1
("Class B Notes"), 6.560% Class C Receivable-Backed Notes, Series 1997-1
("Class C Notes") and 9.210% Class D Receivable-Backed Notes, Series
1997-1 ("Class D Notes" and together with the Class A-1 Notes, Class A-2
Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes,
the "Notes"). There is no established public trading market for the Notes.
(b) Except for the Class D Notes, all of the Notes were issued in book entry
form only. There is only one holder of record for each of the Class A-1
Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and
Class C Notes.
(c) The Trust does not pay dividends.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9. Changes in and Disagreements on Accounting and Financial Disclosure.
None.
PART III.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The Notes, other than the Class D Notes, are represented by one or more
notes registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC"). An investor holding such Notes is not entitled to receive a
certificate representing such Notes except in limited circumstances.
Accordingly, Cede & Co. is the sole holder of record of the Notes, which it
holds on behalf of brokers, dealers, banks and other participants in the DTC
system. Such participants may hold Notes for their own accounts or for the
accounts of their customers. The address of Cede & Co. Is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions
There has not been, and there is not currently proposed, any transaction or
series of transactions, to which any of the Trust, the Trust Depositor, Chase
Manhattan Bank Delaware, as OwnerTrustee, or Newcourt Financial USA Inc., as
Servicer, is a party with any Noteholder who, to the knowledge of the Trust
Depositor or the Servicer, owns of record or beneficially owns more than five
percent of the Notes.
Item 14. Exhibits, Financial Statements and Reports on Form 8-K
(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance
99.3 Annual Independent Accountant's Servicing Report
</TABLE>
(b) None
(c) see (a)3 above
(d) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NEWCOURT RECEIVABLES ASSET TRUST 1997-1
By: Newcourt Receivables Corporation II
By: /s/ BRADLEY D. NULLMEYER
-----------------------------
Bradley D. Nullmeyer
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Bradley D. Nullmeyer Chief Executive Officer (Principal March 31, 1998
- ------------------------ Executive Officer) and Director
Bradley D. Nullmeyer
/s/ Michel Beland Chief Financial Officer (Principal March 31, 1998
- ------------------------ Financial Officer)
Michel Beland
/s/ Daniel A. Jauernig Director March 31, 1998
- -----------------------
Daniel A. Jauernig
/s/ Robert J. Hicks Director March 31, 1998
- -----------------------
Robert J. Hicks
/s/ Peter Sorensen Director March 31, 1998
- -----------------------
Peter H. Sorensen
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance
99.3 Annual Independent Accountant's Servicing Report
</TABLE>
<PAGE>
NEWCOURT RECEIVABLES
ASSET TRUST 1997-1
SUMMARY OF PERFORMANCE TO
FEBRUARY, 1998
<TABLE>
<CAPTION>
I) OUTSTANDING BALANCES,
PRINCIPAL AND INTEREST
PAID
CLASS A-1 NOTES
Opening Nov-97 Dec-97 Jan-98 Feb-98
<S> <C> <C> <C> <C> <C>
OUTSTANDING BALANCES
127,076,485.00 115,311,904.43 98,570,517.61 82,468,291.00 67,847,209.99
PRINCIPAL PAID
11,764,580.57 16,741,386.82 16,102,226.61 14,621,081.01
INTEREST PAID
533,685.94 540,156.19 493,578.18 372,985.75
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CLASS A-2 NOTES
Opening Nov-97 Dec-97 Jan-98 Feb-98
OUTSTANDING BALANCES
88,284,716.00 88,284,716.00 88,284,716.00 88,284,716.00 88,284,716.00
PRINCIPAL PAID
0.00 0.00 0.00 0.00
INTEREST PAID
444,366.40 444,366.40 444,366.40 444,366.40
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CLASS A-3 NOTES
Opening Nov-97 Dec-97 Jan-98 Feb-98
OUTSTANDING BALANCES
107,011,777.00 107,011,777.00 107,011,777.00 107,011,777.00 107,011,777.00
PRINCIPAL PAID
0.00 0.00 0.00 0.00
INTEREST PAID
544,868.30 544,868.30 544,868.30 544,868.30
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CLASS A-4 NOTES
Opening Nov-97 Dec-97 Jan-98 Feb-98
OUTSTANDING BALANCES
167,205,901.00 167,205,901.00 167,205,901.00 167,205,901.00 167,205,901.00
PRINCIPAL PAID
0.00 0.00 0.00 0.00
INTEREST PAID
862,921.79 862,921.79 862,921.79 862,921.79
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CLASS B NOTES
Opening Mar-96 Apr-96 May-96 Jun-96
OUTSTANDING BALANCES
18,727,061.00 18,727,061.00 18,727,061.00 18,727,061.00 18,727,061.00
PRINCIPAL PAID
0.00 0.00 0.00 0.00
INTEREST PAID
98,629.19 98,629.19 98,629.19 98,629.19
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CLASS C NOTES
Opening Mar-96 Apr-96 May-96 Jun-96
OUTSTANDING BALANCES
10,701,178.00 10,701,178.00 10,701,178.00 10,701,178.00 10,701,178.00
PRINCIPAL PAID
0.00 0.00 0.00 0.00
INTEREST PAID
58,499.77 58,499.77 58,499.77 58,499.77
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CLASS D NOTES
Opening Mar-96 Apr-96 May-96 Jun-96
OUTSTANDING BALANCES
16,051,766.00 16,051,766.00 16,051,766.00 16,051,766.00 16,051,766.00
PRINCIPAL PAID
0.00 0.00 0.00 0.00
INTEREST PAID
123,197.30 123,197.30 123,197.30 123,197.30
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 99.2
ANNUAL STATEMENT AS TO COMPLIANCE
NEWCOURT FINANCIAL USA INC.
NEWCOURT RECEIVABLES ASSET TRUST 1997-1
The undersigned, a duly authorized representative of Newcourt Financial USA
Inc. ("Newcourt"), as Servicer pursuant to the Sale and Servicing Agreement
dated as of November 1, 1997 (the "Sale and Servicing Agreement"), among
Newcourt Receivables Corporation II, as Trust Depositor, Newcourt, as Servicer,
Manufacturers and Traders Trust Company, as Indenture Trustee, and Newcourt
Receivables Asset Trust 1997-1, does hereby certify that:
1. Capitalized terms used in this Certificate have their respective meanings
set forth in the Sale and Servicing Agreement.
2. Newcourt is as of the date hereof the Servicer under the Sale and Servicing
Agreement.
3. The undersigned is duly authorized pursuant to the Sale and Servicing
Agreement to execute and deliver this Certificate.
4. This Certificate is delivered pursuant to Section 9.05 of the Sale and
Servicing Agreement.
5. A review of the activities of the Servicer during the year ended December
31, 1997 and of its performance under the Sale and Servicing Agreement was
made under my supervision.
6. Based on such review, to the best of the undersigned's knowledge, the
Servicer has performed or caused to be performed in all material respects
all of its obligations under the Sale and Servicing Agreement throughout
such year and no Servicer Default has occurred or is continuing except as
set forth in paragraph 7 below.
7. The following is a description of each Servicer Default under the
provisions of the Sale and Servicing Agreement known to me to have occurred
during the year ended December 31, 1997, which sets forth in detail the (i)
nature of each such Servicer Default, (ii) the action taken by the
Servicer, if any, to remedy each such Servicer Default and (iii) the
current status of each such Servicer Default:
NONE
<PAGE>
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Servicer, has duly executed this Certificate this 30th day of March, 1998.
By: /s/ Daniel A. Jauernig
---------------------------------
Name: Daniel A. Jauernig
Title: Senior Vice President and Treasurer
<PAGE>
EXHIBIT 99.3
[LOGO] ERNST & YOUNG
To the Board of Directors of Newcourt Financial USA Inc.
At your request we have reviewed the Monthly Servicer Reports of Newcourt
Financial USA Inc. ("Newcourt") for the period November 1, 1997 to December
31, 1997 (the "period") (prepared in accordance with the provisions of
sub-section 9.01 of the Sale and Servicing Agreement of Newcourt Receivables
Asset Trust 1997-1 [the "Agreement"]) dated November 1, 1997 (the "Reports")
and Newcourt's compliance with the servicing of Contracts under Article V of
the Agreement for the period. Our review was prepared in accordance with
generally accepted standards for review engagements and accordingly consisted
primarily of enquiry, analytical procedures and discussion related to
information suppled to us by the Company.
Certain matters of compliance in Article V contain terms such as: "reasonable
care," "reasonable efforts," "best efforts," and "reasonable manner." For
purposes of this review engagement, these terms are interpreted to mean "in the
same manner in which Newcourt services comparable contracts that it services on
their own account."
A review does not constitute an audit and consequently we do not express an
audit opinion on this matter.
Based on our review, nothing has come to our attention that causes us to
believe that the Reports were not prepared in accordance with sub-section
9.01 of the Agreement and that the servicing of contracts for the period was
not in compliance with the provisions of Article V of the Agreement, except
as follows for the report issued for the month ended December 31, 1997:
Restricting Event calculation -- page 4, Section 9(c) -- "A Notes
Outstanding" -- Target Subordination for the months of November and
December 1997.
The calculation under section (c) part (B) -- "Difference between ADCB
and Class A Notes" used the beginning period balance, not the ending
period balance for Class A Notes. Coverage over the Target
Subordination was therefore understated. The figures shown in section
(c) part (B) for November and December 1997; respectively, should have
been $45,607,057.20 and $45,251,066.24, and not $33,842,476.63 and
$28,509,679.42.
/s/ Ernst & Young
Chartered Accountants
Toronto, Canada
March 6, 1998
