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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 29, 2000
IKON Receivables, LLC
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(Exact name of registrant as specified in its charter)
Delaware 333-91599 23-2990188
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Attention: President 31208
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1738 Bass Road (Zip Code)
P.O. Box 9115
Macon, Georgia
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(912) 471-2300
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No change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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Description of the Notes and the Leases
IKON Receivables, LLC (the "Registrant" or the "Issuer") has
registered $2,000,000,000 in principal amount of Lease-Backed Notes for issuance
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (File
No. 333-91599) (as amended, the "Registration Statement").
Pursuant to the Registration Statement, the Registrant issued
$634,431,000 in aggregate principal amount of its Lease-Backed Notes (the
"Notes"), on December 7, 2000 (the "Closing Date").
This Current Report on Form 8-K is being filed to satisfy an
undertaking to file copies of certain agreements executed in connection with the
issuance of the Notes, forms of which were filed as Exhibits to the Registration
Statement.
The Notes were issued pursuant to an Indenture attached hereto as
Exhibit 4.1, dated as of December 1, 2000, among the Issuer, IOS Capital, Inc.
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as Servicer, and The Chase Manhattan Bank, as Trustee.
The primary assets of the Issuer are a pool of equipment leases (the
"Leases"), a security interest in the underlying equipment and other property
relating to the Leases, which were transferred to the Issuer on the Closing Date
pursuant to the Assignment and Servicing Agreement attached hereto as Exhibit
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10.1. As of the Closing Date, the Leases had the characteristics described in
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the Prospectus dated April 28, 2000, the Preliminary Prospectus Supplement dated
November 21, 2000 previously filed with the Commission pursuant to Rule
424(b)(3) of the Act and the Prospectus Supplement dated November 29, 2000
previously filed with the Commission pursuant to Rule 424(b)(5) of the Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated November 29, 2000, among the
Issuer, IKON Receivables-1, LLC, IOS Capital, Inc., and Chase Securities Inc. as
Representative of the Underwriters.
3.3 Third Amended and Restated Limited Liability Company Agreement
of the Issuer, dated as of November 1, 1999.*
4.1 Indenture, dated as of December 1, 2000 among the Issuer, The
Chase Manhattan Bank, as Trustee, and IOS Capital Inc., as Servicer.
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4.2 Certificate Guaranty Insurance Policy, dated December 7, 2000,
issued and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities, dated December 7, 2000.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated
December 7, 2000.
10.1 Assignment and Servicing Agreement, dated as of December 1,
2000, among the Issuer, IKON Receivables-1, LLC, and IOS Capital, Inc., as
Originator and Servicer.
10.2 Indemnification Agreement, dated December 7, 2000, among Chase
Securities Inc., Banc of America Securities LLC, Deutsche Banc Alex. Brown,
Lehman Brothers Inc. and PNC Capital Markets, Inc., as Underwriters (the
"Underwriters"), and Ambac Assurance Corporation, as Insurer.
10.3 Insurance and Indemnity Agreement, dated December 7, 2000,
among IOS Capital, Inc., as Originator and Servicer, the Issuer, IKON
Receivables-1, LLC, and Ambac Assurance Corporation, as Insurer.
10.4 Schedule to ISDA Master Agreement, between Lehman Brothers
Special Financing Inc. and the Issuer and Confirmation to the ISDA Master
Agreement, between Lehman Brothers Special Financing Inc. and the Issuer, each
dated as of December 7, 2000.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young, LLP.
23.3 Consent of KPMG LLP regarding references in the Prospectus
Supplement to financial statements of Ambac Assurance Corporation, and KPMG's
report.**
25.1 Statement of Eligibility of Indenture Trustee.***
* Previously filed on Form 8-K with the Securities and Exchange
Commission on June 16, 2000.
** Previously filed on Form 8-K with the Securities and Exchange
Commission on November 30, 2000.
*** Previously filed on Form 8-K with the Securities and Exchange
Commission on December 5, 2000.
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SIGNATURES
Pursuant to the requirements 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.
IKON Receivables, LLC
By: IKON Receivables Funding, Inc.,
its Manager
By: /s/ J.F. Quinn
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Name: J.F. Quinn
Title: Treasurer
Dated: December 22, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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1.1 Underwriting Agreement, dated November 29, 2000, among the Issuer,
IKON Receivables-1, LLC, IOS Capital, Inc., and Chase Securities
Inc. as Representative of the Underwriters.
3.3 Third Amended and Restated Limited Liability Company Agreement of
the Issuer, dated as of November 1, 1999.*
4.1 Indenture, dated as of December 1, 2000 among the Issuer, The Chase
Manhattan Bank, as Trustee, and IOS Capital Inc., as Servicer.
4.2 Certificate Guaranty Insurance Policy, dated December 7, 2000,
issued and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the registered
securities, dated December 7, 2000.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated
December 7, 2000.
10.1 Assignment and Servicing Agreement, dated as of December 1, 2000,
among the Issuer, IKON Receivables-1, LLC, and IOS Capital, Inc., as
Originator and Servicer.
10.2 Indemnification Agreement, dated December 7, 2000, among Chase
Securities Inc., Banc of America Securities LLC, Deutsche Banc Alex.
Brown, Lehman Brothers Inc. and PNC Capital Markets, Inc., as
Underwriters (the "Underwriters"), and Ambac Assurance Corporation,
as Insurer.
10.3 Insurance and Indemnity Agreement, dated December 7, 2000, among IOS
Capital, Inc., as Originator and Servicer, the Issuer IKON
Receivables-1, LLC, and Ambac Assurance Corporation, as Insurer.
10.4 Schedule to ISDA Master Agreement, between Lehman Brothers Special
Financing Inc. and the Issuer, and Confirmation to the ISDA Master
Agreement, between Lehman Brothers Special Financing Inc. and the
Issuer, each dated as of December 7, 2000.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young, LLP.
23.3 Consent of KPMG LLP regarding references in the Prospectus
Supplement to financial statements of Ambac Assurance Corporation,
and KPMG's report.**
25.1 Statement of Eligibility of Indenture Trustee.***
* Previously filed on Form 8-K filed with the Securities and
Exchange Commission on June 16, 2000.*
** Previously filed on Form 8-K filed with the Securities and
Exchange Commission on November 30, 2000.
*** Previously filed on Form 8-K filed with the Securities and
Exchange Commission on December 5, 2000.
