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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)
May 25, 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
$498,510,000 in aggregate principal amount of its Lease-Backed Notes (the
"Notes"), on June 2, 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 June 1, 2000, among the Issuer, IOS Capital, Inc. as
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Servicer, and Bank One, NA, 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
May 19, 2000 previously filed with the Commission pursuant to Rule 424(b)(3) of
the Act and the Prospectus Supplement dated May 25, 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 May 24, 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 June 1, 2000 among the Issuer, Bank One,
NA, as Trustee, and IOS Capital Inc., as Servicer.
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4.2 Certificate Guaranty Insurance Policy, dated June 2, 2000, issued
and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities, dated June 2, 2000.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated June
2, 2000.
10.1 Assignment and Servicing Agreement, dated as of June 1, 2000,
among the Issuer, IKON Receivables-1, LLC, and IOS Capital, Inc., as Originator
and Servicer.
10.2 Indemnification Agreement, dated June 2, 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 June 2, 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 (the "Schedule"), between The
Chase Manhattan Bank and the Issuer, Credit Support Annex to the Schedule,
between the Chase Manhattan Bank and the Issuer, Confirmation to the ISDA Master
Agreement for the Class A-3 Notes, between the Chase Manhattan Bank and the
Issuer, and Confirmation to the ISDA Master Agreement for the Class A-4 Notes,
between the Chase Manhattan Bank and the Issuer, each dated as of June 2, 2000.
23.4 Consent of KPMG LLP regarding references in the Preliminary
Prospectus Supplement to financial statements of Ambac Assurance Corporation,
and KPMG's report.*
23.5 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 May 22, 2000.
** Previously filed on Form 8-K filed with the Securities and
Exchange Commission on May 25, 2000.
*** Previously filed with the Securities and Exchange Commission on
May 25, 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
__________________________
Name: J.F. Quinn
Title: Treasurer
Dated: June 16, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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1.1 Underwriting Agreement, dated May 24, 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 June 1, 2000 among the Issuer, Bank One,
NA, as Trustee, and IOS Capital Inc., as Servicer.
4.2 Certificate Guaranty Insurance Policy, dated June 2, 2000, issued
and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities, dated June 2, 2000.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated June
2, 2000.
10.1 Assignment and Servicing Agreement, dated as of June 1, 2000,
among the Issuer, IKON Receivables-1, LLC, and IOS Capital, Inc.,
as Originator and Servicer.
10.2 Indemnification Agreement, dated June 2, 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 June 2, 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 (the "Schedule"), between The
Chase Manhattan Bank and the Issuer, Credit Support Annex to the
Schedule, between the Chase Manhattan Bank and the Issuer,
Confirmation to the ISDA Master Agreement for the Class A-3
Notes, between the Chase Manhattan Bank and the Issuer, and
Confirmation to the ISDA Master Agreement for the Class A-4
Notes, between the Chase Manhattan Bank and the Issuer, each
dated as of June 2, 2000.
23.4 Consent of KPMG LLP regarding references in the Preliminary
Prospectus Supplement to financial statements of Ambac Assurance
Corporation, and KPMG's report.*
23.5 Consent of KPMG LLP regarding references in the Prospectus
Supplement to financial statements of Ambac Assurance
Corporation, and KPMG's report.**
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25.1 Statement of Eligibility of Indenture Trustee.***
* Previously filed on Form 8-K filed with the Securities and
Exchange Commission on May 22, 2000.
** Previously filed on Form 8-K filed with the Securities and
Exchange Commission on May 25 , 2000.
*** Previously filed with the Securities and Exchange Commission
on May 25, 2000.
