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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 1, 2000
(Date of earliest event reported)
NCT Funding Company, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-30501 22-3634034
(Commission File Number) (IRS Employer Identification No.)
650 CIT Drive
Livingston, New Jersey 07039-0491
(Address of principal executive offices and zip code)
(973) 740-5000
(Registrants' telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following are filed herewith. The exhibit numbers
correspond with Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
5.2 Opinion of Schulte Roth & Zabel LLP
with respect to legality
8.2 Opinion of Schulte Roth & Zabel LLP
with respect to tax matters
SIGNATURE
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 hereunto duly authorized.
NCT Funding Company, L.L.C.
By: /s/ Glenn Votek
--------------------------
Name: Glenn Votek
Title: Executive Vice President
& Treasurer
Dated: May 1, 2000
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May 1, 2000
NCT Funding Company, L.L.C.
650 CIT Drive
Livingston, New Jersey 07039
Dear Sirs:
We have acted as special counsel to you (the "Company") as the
depositor to the trusts to be created pursuant to the Registration Statement on
Form S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the asset-backed notes (the "Notes"), each as
described in the prospectus and prospectus supplement which form a part of the
Registration Statement (the "Prospectus" and the "Prospectus Supplement,"
respectively). Each series of Certificates will be issued pursuant to a trust
agreement (the "Trust Agreement") substantially in the form filed as Exhibit 4.1
to the Registration Statement, pursuant to which the Company will originate an
owner trust (the "Trust"). Each series of Notes will be issued pursuant to an
indenture (the "Indenture") substantially in the form filed as Exhibit 4.3 to
the Registration Statement. Certain rights of the holders of the Notes will be
governed by a pooling and servicing agreement (the "Pooling and Servicing
Agreement") substantially in the form filed as Exhibit 4.2 to the Registration
Statement.
In connection with this opinion, we have examined signed
copies of the Registration Statement and originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for this opinion.
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NCT Funding Company, L.L.C.
May 1, 2000
Page 2
As to all matters of fact, we have relied upon and assumed the
accuracy of statements and representations of officers and other representatives
of the Company and others.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, 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 latter
documents.
We have also assumed, with respect to the Trust Agreement, the
Indenture and the Pooling and Servicing Agreement (collectively, the "Basic
Documents"), that: (a) each of the Basic Documents will be duly executed and
delivered by each of the parties thereto prior to the issuance of any of the
Notes thereunder; (b) at the time of such execution, each such party, other than
the Company, will be duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and will have all requisite
power and authority to execute, deliver and perform its obligations under each
of the Basic Documents; (c) the execution and delivery of the Basic Documents
and performance of such obligations will have been duly authorized by all
necessary actions on the part of each such party, other than the Company; (d)
the Basic Documents will be the legal, valid and binding obligation of each such
party, other than the Company, and will be enforceable against each such party,
other than the Company, in accordance with its terms; and (e) during the period
from the date hereof until the date of such execution and delivery, there will
be no change in (i) any relevant authorization, law or regulation, or
interpretation thereof, (ii) the terms and conditions of the Basic Documents or
(iii) any set of facts or circumstances relating to the Basic Documents.
We are attorneys admitted to practice in the State of New York
and the opinion set forth below is limited to the laws of the State of New York.
Paul N. Roth, a member of this firm, is a director of The CIT Group, Inc., the
indirect parent corporation of the Company.
Based upon the foregoing, we are of the opinion that, assuming
the due execution of the Basic Documents, each in substantially the form
presented to us, upon the issuance, authentication and delivery of the Notes in
accordance with the terms of the Pooling and Servicing Agreement and the
Indenture against payment therefor as contemplated by the Prospectus and the
Prospectus Supplement, the Notes will constitute valid and binding obligations
of the Trust, each enforceable in accordance with its terms, subject as to
enforcement of remedies to applicable bankruptcy, reorganization, fraudulent
conveyance, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity, and
will be entitled to the benefits of the Basic Documents.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm appearing under
the heading "Legal Matters" in the
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NCT Funding Company, L.L.C.
May 1, 2000
Page 3
Prospectus Supplement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
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May 1, 2000
NCT Funding Company, L.L.C.
650 CIT Drive
Livingston, New Jersey 07039
Dear Sirs:
We have acted as special counsel to you (the "Company") as the
depositor to the trusts to be created pursuant to the Registration Statement on
Form S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the asset-backed notes (the "Notes"), each
described in the prospectus and prospectus supplement which form a part of the
Registration Statement (the "Prospectus" and the "Prospectus Supplement"). Each
series of Certificates will be issued pursuant to a trust agreement (the "Trust
Agreement") substantially in the form filed as Exhibit 4.1 to the Registration
Statement, pursuant to which the Company will originate an owner trust (the
"Trust"). Each series of Notes will be issued pursuant to an indenture (the
"Indenture") substantially in the form filed as Exhibit 4.3 to the Registration
Statement. Certain rights of the holders of the Notes will be governed by a
pooling and servicing agreement (the "Pooling and Servicing Agreement")
substantially in the form filed as Exhibit 4.2 to the Registration Statement.
We are attorneys admitted to practice in the State of New York
and the opinion set forth below is limited to the Federal laws of the United
States. Paul N. Roth, a member of this firm, is a director of The CIT Group,
Inc., the indirect parent corporation of the Company.
We hereby confirm that the statements set forth in the
Prospectus and the Prospectus Supplement under the heading "Material Federal
Income Tax Consequences" accurately describe the material Federal income tax
consequences to holders of the Notes.
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NCT Funding Company, L.L.C.
May 1, 2000
Page 2
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
