COPELCO CAPITAL FUNDING LLC 99-B
S-1, 1999-04-05
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<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1999

                                                Registration No. _______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        COPELCO CAPITAL FUNDING LLC 99-B
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                <C>                                     <C>
           DELAWARE                                6799                          PENDING
  (State or other jurisdiction              (Primary Standard                (I.R.S. Employer
of incorporation or organization)  Industrial Classification Code Number)  Identification No.)
</TABLE>

                        COPELCO CAPITAL FUNDING LLC 99-B
                               700 EAST GATE DRIVE
                       MOUNT LAUREL, NEW JERSEY 08054-5404
                                 (609) 231-9600
    (Name, address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                   Copies to:

           SPENCER LEMPERT, ESQ.                        PETER HUMPHREYS, ESQ.
COPELCO CAPITAL FINANCIAL SERVICES GROUP, INC.             DEWEY BALLANTINE
            700 EAST GATE DRIVE                      1301 AVENUE OF THE AMERICAS
           MOUNT LAUREL, NJ 08054                      NEW YORK, NEW YORK 10019
              (609) 231-9600                                (212) 259-6730

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

     Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this registration statement.

     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. [ ]

     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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          Proposed maximum     Proposed maximum
           Title of each class of                     Amount to be            offering        aggregate offering      Amount of
        securities to be registered                    registered         price per unit(1)         price(1)      registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>                 <C>                 <C>
Class A-1 Lease-Backed Notes.............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-2 Lease-Backed Notes.............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-3 Lease-Backed Notes.............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-4 Lease-Backed Notes.............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-5 Lease-Backed Notes.............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
Class B Lease-Backed Notes...............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
Class C Lease-Backed Notes...............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
Class D Lease-Backed Notes...............            $1,000,000.00              100%                 100%                $278
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(a) under the Securities Act of 1933.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE. 
<PAGE>   2
                        COPELCO CAPITAL FUNDING LLC 99-B

                              CROSS REFERENCE SHEET

            (PURSUANT TO RULE 404(A) AND ITEM 501 OF REGULATION S-K)

<TABLE>
<CAPTION>
ITEM
 NO.          NAME AND CAPTION IN FORM S-1                                CAPTION IN PROSPECTUS
- ----          ----------------------------                                ---------------------
<S>           <C>                                         <C>
 1.           Forepart of the Registration Statement;     Forepart of the Registration Statement; Front Cover Page of
              Front Cover Page of Prospectus              Prospectus; Cross Reference Sheet

 2.           Inside Front and Outside Back Cover Pages   Inside Front Cover and Outside Back Cover Pages of
              of the Prospectus                           Prospectus; Terms of the Notes; Available Information;
                                                          Table of Contents

 3.           Summary Information; Risk Factors and       Prospectus Summary; Risk Factors; Certain Legal Aspects;
              Ratio of Earnings to Fixed Charges          Prepayment and Yield Considerations

 4.           Use of Proceeds                             Use of Proceeds

 5.           Determination of Offering Price             *

 6.           Dilution                                    *

 7.           Selling Security Holders                    *

 8.           Plan of Distribution                        Underwriting

 9.           Description of Securities to be Registered  Prospectus Summary; Description of the Notes;

10.           Interest of Named Experts and Counsel       *

11.           Material Changes                            *

12.           Disclosure of Commission Position on        *
              Indemnification for Securities Act
              Liabilities
</TABLE>


*    Not Applicable
<PAGE>   3
The Information in this Prospectus is not complete and may be changed. This 
Prospectus is not an offer to sell these notes and it is not soliciting an 
offer to buy these notes in any state where the offer or sale is not permitted.

                  (SUBJECT TO COMPLETION, DATED APRIL 5, 1999)

                                 $______________
                    COPELCO CAPITAL FUNDING LLC 99-B, ISSUER
                         COPELCO CAPITAL, INC., SERVICER
                                  SERIES 1999-B
                               LEASE-BACKED NOTES


YOU SHOULD READ THE SECTION ENTITLED "RISK FACTORS" STARTING ON PAGE 6 OF THIS
PROSPECTUS AND CONSIDER THESE FACTORS BEFORE MAKING A DECISION TO INVEST IN THE
NOTES.

The notes are only secured by the assets of the issuer. The notes are not debt
obligations of any other person.

The notes will not be insured or guaranteed by any governmental agency or
instrumentality.


THE ISSUER WILL ISSUE --

- -    Eight classes of notes which are to be offered by this prospectus; and

- -    Class E Lease-Backed Notes, which are not offered by this prospectus but
     serve as credit support to the notes offered by this prospectus;

THE NOTES --

- -    Are backed by a pledge of assets of the issuer. The assets of the issuer
     securing the notes will include a pool of copier, electronic, manufacturing
     and healthcare equipment leases, and all of its interest in the equipment
     underlying the leases;

- -    Receive distributions beginning on ________, 1999;

- -    Represent debt obligations of Copelco Capital Funding LLC 99-B; and

- -    Currently have no trading market.


<TABLE>
<CAPTION>
                                                                                             Initial Ratings
                                                                          Initial Public   -------------------
                   Issuance Amount  Underwriting Discount  Interest Rate  Offering Price   Moody's  DCR  Fitch
- --------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>                    <C>            <C>              <C>      <C>  <C>
Class A-1 Notes    $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
Class A-2 Notes    $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
Class A-3 Notes    $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
Class A-4 Notes    $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
Class A-5 Notes    $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
Class B Notes      $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
Class C Notes      $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
Class D Notes      $                %                      %              %
- --------------------------------------------------------------------------------------------------------------
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


FIRST UNION CAPITAL MARKETS CORP.                          


                  The date of this Prospectus is _______, 1999
<PAGE>   4
     We include cross-references in this prospectus to captions in these
materials where you can find further related discussions. The following table of
contents provides the pages on which these captions are located.

     No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus. If given or made, the information or representations must not be
relied upon. We are stating this information as of the date of this prospectus.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
Prospectus Summary................................................................................................     3
Issuer............................................................................................................     3
Manager...........................................................................................................     3
Servicer..........................................................................................................     3
Trustee...........................................................................................................     3
The Pledged Assets................................................................................................     3
Leases............................................................................................................     3
Cut-off Date......................................................................................................     3
Payment Date......................................................................................................     4
Determination Date................................................................................................     4
Record Date.......................................................................................................     4
Issuance Date.....................................................................................................     4
Denominations.....................................................................................................     4
Priority of Distributions.........................................................................................     4
Reserve Account...................................................................................................     5
Optional Redemption...............................................................................................     5
Final Scheduled Payment Date......................................................................................     5
Federal Income Tax Consequences...................................................................................     5
ERISA Considerations..............................................................................................     5
Ratings...........................................................................................................     5
Risk Factors......................................................................................................     6
Use of Proceeds...................................................................................................    11
The Series Pool...................................................................................................    11
Copelco Capital's Underwriting and Servicing Practices............................................................    20
The Issuer........................................................................................................    26
Management's Discussion and Analysis of Financial Condition.......................................................    26
Directors and Executive Officers of the Manager of the Issuer.....................................................    26
Description of the Notes..........................................................................................    27
Prepayment and Yield Considerations...............................................................................    41
Security for the Notes............................................................................................    45
The Indenture Trustee.............................................................................................    45
Certain Legal Matters Affecting a Lessee's  Rights and Obligations................................................    45
Material Federal Income Tax Consequences..........................................................................    46
ERISA Considerations..............................................................................................    49
Underwriting......................................................................................................    50
Experts...........................................................................................................    52
Legal Matters.....................................................................................................    52
Rating of the Offered Notes.......................................................................................    52
Index of Terms....................................................................................................    57
</TABLE>


                                       2
<PAGE>   5
                               PROSPECTUS SUMMARY

     -    This summary highlights select information from this prospectus and
          does not contain all of the information that you need to consider in
          making your investment decision. This summary provides general,
          simplified descriptions of matters which, in some cases, are highly
          technical and complex. To understand all of the terms of the offering
          of the notes, carefully read this entire prospectus.

     -    This summary provides an overview of certain calculations, cash flows
          and other information to aid your understanding. To understand all of
          the terms of the offering, carefully read this entire document and, in
          particular, the full description of these calculations, cash flows and
          other information in this prospectus.

                               LEASE-BACKED NOTES
                                                           SERIES 1999-B

     The issuer will issue the notes offered by this prospectus in book-entry
     form through the facilities of The Depository Trust Company.

ISSUER

- -    Copelco Capital Funding LLC 99-B. The address of the issuer is 700 East
Gate Drive, Mt. Laurel, NJ 08054.

- -    The issuer will be a limited liability company formed under the laws of the
State of Delaware.

MANAGER

The issuer will be managed by Copelco Manager, Inc. The address of the manager
is 700 East Gate Drive, Mt. Laurel, NJ 08054.

SERVICER

Copelco Capital, Inc. The address of the servicer is One International
Boulevard, Mahwah, NJ 07430.

TRUSTEE

Manufacturers and Traders Trust Company. The address of the trustee is One M&T
Plaza, Buffalo, NY 14248.

THE PLEDGED ASSETS

The issuer will pledge its property to secure payments on the notes. The pledged
assets will include a pool of leases, cash on deposit in a reserve account and
the collection account and other assets as described in detail elsewhere in this
prospectus.

LEASES

- -    On or about ______, 1999, Copelco Capital, Inc. will contribute to the
issuer a pool of leases and the related equipment. Payments on the notes will be
made from payments on these leases.

- -    The leases will include copier, electronic, manufacturing and healthcare
equipment leases. As of _________, 1999, copiers make up the majority of the
total original equipment cost of the leased equipment in this pool.

- -    The lessees under the leases are primarily hospitals, non-hospital medical
facilities, physicians, and businesses.

- -    The leases are triple-net leases, which means that the lessee is required
to pay all taxes, maintenance and insurance associated with the equipment. The
leases are non-cancelable by the lessees. All payments under the leases are
absolute, unconditional obligations of the lessees without right of offset for
any reason.

- -    We will calculate the principal value of the pool of leases at any time by
discounting their remaining payments (except for certain minor charges and
delinquent payments) at a rate equal to _____%.

- -    We will pay the notes from payments on the leases. Noteholders should not
rely on the sale of leased equipment for payments on the notes.

CUT-OFF DATE

The opening of business on _______, 1999.


                                       3
<PAGE>   6
PAYMENT DATE

The 15th day of each month if the fifteenth is a business day. If the fifteenth
is not a business day, the payment date will be the following day that is a
business day. The first payment date will be ______, 1999.

DETERMINATION DATE

Five business days before the payment date. The trustee will calculate the
amounts to be paid on the notes on this date.

RECORD DATE

The last business day preceding a payment date unless the notes are no longer
book-entry notes. If the notes are definitive notes, the record date is the last
business day of the month preceding a payment date.

ISSUANCE DATE

On or about _______, 1999.

DENOMINATIONS

The issuer will issue the notes in minimum denominations of $1,000 and integral
multiples of $1,000. One note of each class may be issued in another
denomination.

PRIORITY OF DISTRIBUTIONS

Each month, the issuer will distribute the amounts received on the leases and
any other collections available as property of the issuer as follows:

Interest Distributions

On each payment date, the issuer will pay interest at the applicable interest
rate that accrued during the prior interest accrual period.

Principal Distributions

On each payment date, the issuer will pay principal in reduction of the
outstanding principal balance of the notes.

Principal payments will be an amount usually equal to the decrease in the
principal value of the leases between determination dates. The issuer will pay
principal in the following priority:

- -    to the Class A-1 noteholders only, until the principal amount on the Class
     A-1 Notes has been reduced to zero;

- -    when the Class A-1 Notes have been paid in full:

     -    to the Class A-2 noteholders, until the principal amount on the Class
          A-2 Notes has been reduced to zero, an amount generally equal to
          _____% of the decrease in the principal value of the leases;

     -    when the Class A-2 Notes have been paid in full, to the Class A-3
          noteholders, until the principal amount on the Class A-3 Notes has
          been reduced to zero, an amount generally equal to _____% of the
          decrease in the principal value of the leases;

     -    when the Class A-3 Notes have been paid in full, to the Class A-4
          noteholders, until the principal amount on the Class A-4 Notes has
          been reduced to zero, an amount generally equal to _____% of the
          decrease in the principal value of the leases;

     -    when the Class A-4 Notes have been paid in full, to the Class A-5
          noteholders, until the principal amount on the Class A-5 Notes has
          been reduced to zero, an amount generally equal to _____% of the
          decrease in the principal value of the leases;

     -    to the Class B noteholders, an amount generally equal to _____% of the
          decrease in the principal value of the leases;

     -    to the Class C noteholders, an amount generally equal to _____% of the
          decrease in the principal value of the leases;

     -    to the Class D noteholders, an amount generally equal to _____% of the
          decrease in the principal value of the leases;


                                       4
<PAGE>   7
     -    to the Class E noteholders, an amount generally equal to _____% of the
          decrease in the principal value of the leases.

This general description of distributions of principal to the notes is subject
to certain targets and floors. We refer you to "Descriptions of the
Notes--Distributions" in this prospectus for further information regarding the
payment of interest and principal on the notes.

RESERVE ACCOUNT

The trustee will hold the reserve account. The servicer will deposit collections
received from the leases into the reserve account on any payment date after
interest and principal payments on the notes have been made. The servicer will
continue to make such deposits until the balance in the reserve account is at
the lesser of 1% of the principal value of the leases at __________, 1999 and
the outstanding principal amount of the notes. We will use funds in the reserve
account to pay shortfalls in amounts due to the noteholders.

OPTIONAL REDEMPTION

The issuer may, on any payment date, redeem the notes when the total lease
principal balance of the performing leases is less than or equal to 5% of the
total principal value of the leases as of February 1, 1999. If a redemption
occurs, we will pay you a final distribution equaling the entire unpaid
principal balance of the notes plus any accrued and unpaid interest.

FINAL SCHEDULED PAYMENT DATE

If the notes have not already been paid in full, we will pay the outstanding
principal amount of the notes in full on the following payment dates:

<TABLE>
<S>               <C>
Class A-1         ______________
Class A-2         ______________
Class A-3         ______________
Class A-4         ______________
Class A-5         ______________
Class B           ______________
Class C           ______________
Class D           ______________
</TABLE>

Final payment on the notes will probably be earlier than the final scheduled
payment date set forth above for the related class of notes.

FEDERAL INCOME TAX CONSEQUENCES

For federal income tax purposes:

- -    Dewey Ballantine LLP, special tax counsel to the issuer and counsel to the
underwriters, is of the opinion that the notes will be treated as debt and the
issuer will be treated as a partnership and not as an association (or publicly
traded partnership) taxable as a corporation. By your acceptance of a note, you
agree to treat the notes as debt.

- -    Interest on the notes will be taxable as ordinary income when received by a
holder on the cash method of accounting and when accrued by a holder on the
accrual method of accounting.

- -    Dewey Ballantine LLP has prepared the discussion under "Material Federal
Income Tax Consequences" and is of the opinion that such discussion accurately
states all material federal income tax consequences of the purchase, ownership
and disposition of the Offered Notes to their original purchaser.

ERISA CONSIDERATIONS

Subject to the important considerations described under "ERISA Considerations"
in this prospectus, pension, profit-sharing and other employee benefit plans may
purchase notes. You should consult with your counsel regarding the applicability
of the provisions of the Employee Retirement Income Security Act of 1974, as
amended, before purchasing a note.

RATINGS

- -    The issuer will not issue the notes unless they have been assigned the
ratings set forth on the cover page of this prospectus.

- -    You must not assume that the ratings will not be lowered, qualified or
withdrawn by the rating agencies.


                                       5
<PAGE>   8
                                  RISK FACTORS

You should carefully consider, among other things, the following risk factors
before deciding to invest in the notes offered by this prospectus.

<TABLE>
<S>                                            <C>
YOU MAY NOT BE ABLE TO SELL YOUR               If no public market develops, as a noteholder, you may not be
    NOTES                                      able to liquidate your investment in the notes prior to maturity.
                                               There is currently no public market for the notes. We offer no
                                               assurance that one will develop. The underwriters expect, but are
                                               not obligated, to make a market in the notes. There is no
                                               assurance that any such market will be created or, if created,
                                               will continue.

PREPAYMENTS AND RELATED                        In the case of notes purchased at a discount, you should consider
    REINVESTMENT RISK MAY REDUCE               the risk that slower than anticipated rates of prepayments could
    YIELD TO NOTEHOLDERS                       result in an actual yield that is less than the anticipated
                                               yield. Conversely, you should consider that in the case of notes
                                               purchased at a premium, the risk that faster than the anticipated
                                               rate of prepayments could result in an actual yield that is less
                                               than the anticipated yield.

                                               Be aware that you bear the risk of reinvesting unscheduled
                                               distributions resulting from prepayments of the notes.

                                               The rate of payment of principal is unpredictable because the
                                               rate on the notes will depend on, among other things, the rate of
                                               payment on the underlying equipment leases. In addition to the
                                               normally scheduled payments on the leases, payments may come from
                                               a number of different sources. Payments on the leases will
                                               include the following:

                                               -    prepayments permitted by the servicer;

                                               -    payments as a result of leases which are defaulted;

                                               -    payments as a result of leases accelerated by the servicer;

                                               -    payments due to loss, theft, destruction or other casualty; and

                                               -    payments upon repurchases by Copelco Capital, Inc. on account
                                                    of a breach of certain representations and warranties.

                                               Copelco Capital, Inc. may elect to reinvest the proceeds of a
                                               lease which was partially or fully repaid or upgraded in one or
                                               more leases having similar characteristics to such terminated
                                               lease.

                                               The rate of early terminations of leases due to prepayments and
                                               various non-payments may be influenced by a variety of economic
                                               and other factors. For example, adverse economic conditions and
                                               certain natural disasters such as floods, hurricanes, earthquakes
                                               and tornadoes may affect prepayments. 

                                               In the event the issuer has insufficient assets available to pay 
CERTAIN SECURITY INTERESTS ARE NOT             the notes, the issuer may sell the equipment upon a lease default
    PERFECTED AND OTHER CREDITORS              in order to meet payments on the notes. The lack of a perfected
    MAY HAVE RIGHTS TO THE EQUIPMENT           security interest in certain equipment may adversely affect the
                                               ability of the issuer to recoup any moneys on such equipment 
                                               following a lease default. This could reduce the funds available 
                                               to pay the notes.
</TABLE>


                                       6
<PAGE>   9
<TABLE>
<S>                                            <C>
                                               Prior to ______________, 1999, Copelco Capital, Inc. filed
                                               Uniform Commercial Code financing statements against lessees with
                                               respect to equipment with an original equipment cost equal to or
                                               more than $25,000. Financing statements with respect to
                                               approximately _____% of the statistical discounted present value
                                               of the leases have been filed. In addition, the indenture and the
                                               assignment and servicing agreement will require certain Uniform
                                               Commercial Code financing statements with respect to such
                                               equipment to be filed in favor of the trustee against the issuer
                                               and Copelco Capital, Inc.

                                               Copelco Capital, Inc. did not perfect its interest in any
                                               equipment if the original cost of the related equipment is less
                                               than $25,000. As a result, Copelco Capital, Inc. does not have a
                                               perfected security interest in such equipment, which represents
                                               approximately _____% of the statistical discounted present value
                                               of the leases. Other creditors of the related lessees may acquire
                                               rights in the equipment superior to those of the issuer or the
                                               trustee. In such cases, security interests in the equipment will
                                               also not be perfected in favor of the issuer or the trustee.
                                               Additionally, because the indenture and the assignment and
                                               servicing agreement will only require Uniform Commercial Code
                                               financing statements to be filed in central locations for any
                                               given state, security interests in the equipment will also not be
                                               perfected in favor of the issuer or the trustee in any state
                                               requiring other than central filings. Therefore, other creditors
                                               of Copelco Capital, Inc., may acquire rights in the equipment
                                               superior to those of the issuer or the trustee.

STATE LAW AND OTHER FACTORS MAY                The application of state law requirements may limit recoveries on
    IMPEDE RECOVERY EFFORTS AND                equipment. State laws impose requirements and restrictions
    AFFECT THE ABILITY OF ISSUER TO            relating to foreclosure sales and obtaining deficiency judgments
    RECOUP THE FULL AMOUNT DUE ON              following such sales. In the event that the issuer must rely on
    THE LEASES                                 repossession and sale of equipment to recover losses on
                                               non-performing leases, the issuer may not recoup the full amount
                                               due because of the application of those requirements and
                                               restrictions.

                                               Additional factors that may affect the ability of the issuer to
                                               recoup the full amount due on a lease include:

                                               -    the failure to file financing statements to perfect the issuer's
                                                    security interest in the equipment against a lessee;

                                               -    depreciation;

                                               -    obsolescence;

                                               -    damage or loss of any item of equipment; and

                                               -    the application of federal and state bankruptcy and insolvency laws.

                                               As a result, the noteholders may be subject to delays in receiving
                                               payments and losses.

INSOLVENCY OF COPELCO CAPITAL, INC.            In some circumstances, a bankruptcy of Copelco Capital, Inc. may
    MAY REDUCE PAYMENTS TO                     reduce payments to noteholders. Copelco Capital, Inc. believes
    NOTEHOLDERS                                that each contribution of the leases should be treated as an
                                               absolute and unconditional assignment.

                                               However, in the event of an insolvency of Copelco Capital, Inc.,
                                               a court or bankruptcy trustee could attempt to -
</TABLE>


                                       7
<PAGE>   10
<TABLE>
<S>                                            <C>
                                               -    recharacterize the contribution of the related leases by
                                                    Copelco Capital, Inc. to the issuer as a loan to Copelco
                                                    Capital, Inc from the issuer, secured by a pledge of such leases; or

                                               -    consolidate the assets of the issuer with those of Copelco
                                                    Capital, Inc. since Copelco Capital, Inc. will indirectly
                                                    own all of the membership interests in the issuer.

                                               If the recharacterization were successful, the bankruptcy trustee
                                               could repudiate the leases that are operating leases and all
                                               obligations relating to such operating leases. Either attempt,
                                               even if unsuccessful, could result in delays in payments to you.
                                               If such attempts were successful, such notes would be
                                               accelerated, and the trustee's recovery on behalf of you could be
                                               limited to the then current value of the leases or the underlying
                                               equipment. Consequently, you could lose the right to future
                                               payments and you might incur reinvestment losses on amounts
                                               recovered. Thus, you will not receive your anticipated principal
                                               and interest on the notes.

                                               Although Copelco Capital, Inc. believes that the contribution of
                                               the leases should be treated as an absolute and unconditional
                                               assignment, for accounting and tax purposes, the leases will be
                                               treated as assets of Copelco Capital, Inc. on its consolidated
                                               financial statements and on the tax return for its consolidated
                                               group. Such treatment of the assets might increase the risk of
                                               recharacterization of the transfer to the issuer as a financing.

NO RECOURSE AGAINST THE AFFILIATES             There is no recourse against any affiliates of the issuer. The
    OF COPELCO CAPITAL LLC 99-B                notes represent debt of the issuer secured primarily by the
                                               leases. If the lease payments and other assets pledged to secure
                                               the notes are insufficient to pay the notes in full, you have no
                                               rights to obtain payment from Copelco Capital, Inc. or any of its
                                               affiliates other than the issuer. The issuer is a limited
                                               liability company with limited assets. Consequently, the
                                               noteholders must rely solely upon the leases, the equipment and
                                               funds in the reserve account and in the collection account for
                                               repayment.

GEOGRAPHIC CONCENTRATION OF LEASES             Adverse economic conditions or other factors particularly
    MAY ADVERSELY AFFECT THE LEASES            affecting any state or region where a high concentration of
                                               leases is located could adversely affect the performance on the
                                               leases. As of _________, 1999, approximately ______%, ______%,
                                               ______% and ______% of the leases (based on the statistical
                                               discounted present value of the leases) were located in
                                               California, Florida, New York and Texas, respectively. No other
                                               state accounts for more than 5% of the leases. The issuer is
                                               unable to determine and has no basis to predict, with respect to
                                               any state or region, whether any such events have occurred or may
                                               occur, or to what extent any such events may affect the leases or
                                               the repayment of amounts due under the notes.

COMMINGLING OF FUNDS WITH COPELCO              Should bankruptcy or reorganization proceedings be commenced with
    CAPITAL, INC. MAY RESULT IN                respect to the servicer, any funds held by the servicer and not
    REDUCED OR DELAYED PAYMENTS TO             transferred to the collection account may not be available to
    NOTEHOLDERS                                noteholders. Under the Indenture, the servicer is required to
                                               deposit all periodic lease payments, payments resulting from
                                               loss, theft or other casualty and payments as a result of early
                                               termination received after __________, 1999 to the collection
                                               account. The servicer must deposit such amounts within two
                                               business days of receipt of those payments. If the funds are not
                                               transferred to the trustee, in the event of bankruptcy or
                                               insolvency of the servicer, this could result in delayed or
                                               reduced payments to you.
</TABLE>


                                       8
<PAGE>   11
<TABLE>
<S>                                            <C>
DEFAULT OR INSOLVENCY OF LESSEES               To the extent lessees default on the leases, including through
    MAY REDUCE PAYMENTS TO                     insolvency, lease payments will decrease and, accordingly, funds
    NOTEHOLDERS                                available for payment to you, as a noteholder, will be reduced.

RISKS ASSOCIATED WITH YEAR 2000                The servicer is faced with the task of completing its goals for
    COMPLIANCE                                 compliance in connection with the year 2000 issue. The year 2000
                                               issue is the result of prior computer programs being written
                                               using two digits to define the applicable year. Any computer
                                               programs that have time-sensitive software may recognize a date
                                               using "00" as the year 1900 rather than the year 2000. Any such
                                               occurrence could result in major computer system failure or
                                               miscalculations. Although the servicer reasonably believes that
                                               its servicing system will be year 2000 compliant prior to the
                                               year 2000, it is presently engaged in various procedures to
                                               determine if its computer systems and software, and those of its
                                               material suppliers, customers, brokers and agents will be year
                                               2000 compliant.

                                               In the event that the servicer, any subservicer or any of their
                                               suppliers, customers, brokers or agents do not successfully and
                                               timely achieve year 2000 compliance, the servicer's performance
                                               of its obligations under the Assignment and Servicing Agreement
                                               could be adversely affected. This could result in delays in
                                               processing payments on the leases and could cause a delay in
                                               distributions to you.

TECHNOLOGICAL OBSOLESCENCE OF                  If technological advances relating to copiers causes the leased
    COPIERS MAY REDUCE VALUE OF                copiers to become obsolete, the value of these copiers will
    COLLATERAL                                 decrease. This will reduce the amount of monies recoverable
                                               should the servicer sell the copiers following a lease default.
                                               Leases on copiers represent ______% by statistical discounted
                                               present value of the total pool of leases as of ___________,
                                               1999. As such, you may not recoup the full amount due to you if
                                               payments on the notes become dependent upon the proceeds from the
                                               sale of these obsolete copiers.

THE ADDITION AND SUBSTITUTION OF               If a significant number of leases are added or replaced, this
    LEASES MAY ADVERSELY AFFECT                could affect the rate at which funds are distributed on the notes
    CASHFLOW AND MAY DECREASE THE              and decrease the yield to noteholders. The Assignment and
    YIELD ON THE NOTES                         Servicing Agreement permits Copelco Capital, Inc., under certain
                                               circumstances, to substitute or add certain qualifying leases.
                                               The addition or substitution of leases may include leases that
                                               possess different payment due dates and installment amounts than
                                               its predecessor lease. It may also include leases with maturity
                                               dates that are different from the maturity dates of its
                                               predecessor lease.

                                               Copelco Capital, Inc. may only add or substitute leases that meet
                                               certain qualifying characteristics and conditions. The ability of
                                               Copelco Capital, Inc. to acquire such leases is dependent upon
                                               its ability to originate a sufficient amount of leases that meet
                                               the specified eligibility criteria. This may be affected by a
                                               variety of social and economic factors, including interest rates,
                                               unemployment levels, the rate of inflation and public perception
                                               of economic conditions generally. As such, the addition or
                                               substitution of leases could change the concentration of leases
                                               from the current characteristics of the pool described as of
                                               ___________, 1999. This may increase the geographic concentration
                                               or equipment concentration of certain leases. Consequently, any
                                               adverse economic or social factors that particularly affect a
                                               certain geographic area or a certain type of equipment may
                                               adversely affect the performance of the leases.
</TABLE>


                                       9
<PAGE>   12
                       WHERE YOU CAN FIND MORE INFORMATION

     Federal securities law requires the filing of certain information with the
Securities and Exchange Commission, including annual, quarterly and special
reports, proxy statements and other information. You can read and copy these
documents at the public reference facility maintained by the SEC at Judiciary
Plaza, 450 Fifth Street, NW, Room 1024, Washington, DC 20549. You can also copy
and inspect such reports, proxy statements and other information at the
following regional offices of the SEC:

     New York Regional Office                Chicago Regional Office
     Seven World Trade Center                Citicorp Center
     Suite 1300                              500 West Madison Street, Suite 1400
     New York, NY  10048                     Chicago, Illinois 60661

     Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. SEC filings are also available to the public on the SEC's web
site at http://www.sec.gov.

     This prospectus is part of a registration statement filed by the Sponsor
with the SEC (Registration No. 333-69983). You may request a free copy of this
filing by writing or calling:

                              Copelco Capital, Inc.
                              700 East Gate Drive
                              Mount Laurel, New Jersey  08054-5404
                              Attention:  Stephen W. Shippie
                              (609) 231-9600

     You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover page of
this prospectus.

     You can find a listing of the pages where capitalized terms used in this
prospectus are defined under "Index of Terms" beginning on page ___ in this
prospectus.


                                       10
<PAGE>   13
                                 USE OF PROCEEDS

     The net proceeds from the sale of the Notes will be distributed to the
owners of Copelco Capital Funding LLC 99-B (the "Issuer"). The distribution will
occur after the contribution from Copelco Capital, Inc. ("Copelco Capital" or
the "Servicer") of the pool of copiers, electronics, manufacturing, and
healthcare equipment lease contracts (each a "Lease Contract", collectively the
"Lease Contracts"), including payments due thereunder (the "Lease Receivables",
together with the Lease Contracts, the "Leases") and interests in the related
equipment (the "Equipment") to the Issuer. The net proceeds will be utilized to
repay bank debt and for general corporate purposes.

                                 THE SERIES POOL

     THE LEASES. As of the opening of business on ___________, 1999 (the
"Cut-Off Date"), the Notes will be secured by a pool (the "Series Pool") that
includes equipment lease contracts. The Lessees (as defined herein) are
primarily hospitals, medical facilities, physicians and business owners
throughout the United States. The Leases were originated or acquired by the
Business Technology Group, the Healthcare Group and the Commercial & Industrial
Group of Copelco Capital (or their predecessors) (collectively, the "Origination
Groups"). See "Risk Factors," "Security for the Notes" and "Certain Legal
Matters Affecting a Lessee's Rights and Obligations." Unless otherwise noted,
the statistical information included herein was computed using the Statistical
Discounted Present Value of the Leases as of the Cut-Off Date. The actual
principal value of the Leases on _______, 1999 (the "Issuance Date") will be
calculated using the Discounted Present Value of the Leases (as defined herein).
The Statistical Discounted Present Value of the Leases as of the Cut-Off Date
will not vary materially from the Discounted Present Value of the Leases as of
the Cut-Off Date.

     The Leases are triple-net leases, which means that the terms of the leases
require the lessees to pay all taxes, maintenance and insurance associated with
the Equipment, and impose no affirmative obligations on the lessor, and are
non-cancelable by the Lessees (as defined herein). Under certain conditions,
however, Copelco Capital may consent to prepayment of the Leases. Generally,
Copelco Capital will consent to a prepayment of a Lease where the Lessee is
upgrading the Equipment. All payments under the Leases are absolute,
unconditional obligations of the hospitals, non-hospital medical facilities,
physicians, businesses and individual business owners who lease the Equipment
(each, a "Lessee," and collectively, the "Lessees"). Lessees are without right
of offset for any reason. Such payments will be made by the Lessees to Copelco
Capital, as servicer, for the account of Copelco Capital Funding LLC 99-B.

     Each Lessee entered into its Lease for specified Equipment which may be
designated in schedules incorporated into the Lease. To the extent not set forth
in the Lease Contract, the schedules, among other things, establish the periodic
payments and the term of the Lease with respect to such Equipment. The Leases
follow one of several different forms of lease agreement, with occasional
modifications which do not materially affect the basic terms of the Leases. The
weighted average remaining term of the Series Pool is _______ months. Copelco
Capital will represent and warrant that, as of the Cut-Off Date, all Leases will
be current or less than 63 days delinquent and, as of the initial Determination
Date (as defined herein), all Lessees will have made at least one payment.

     Lessees covenant to maintain the Equipment and install it at a place of
business agreed upon with Copelco Capital. Delivery, transportation, repairs and
maintenance are the obligation of the Lessees, and all Lessees are required to
carry, at their respective expense, liability and replacement cost insurance
under terms acceptable to Copelco Capital. Such insurance proceeds will
constitute Casualty Payments (as defined herein). Subject to certain exceptions,
if the Lessee does not provide evidence of insurance coverage within 90 days of
the commencement of the Lease, Copelco Capital may obtain such insurance and
invoice the Lessee for the cost thereof. Any defaults under a Lease (as such, a
"Non-Performing Lease," as defined herein) permit a declaration, as immediately
due and payable, of all remaining Lease payments under the Lease and the
immediate return of the Equipment. Generally, any payments received six days
after the scheduled payment date are subject to late charges.

     "Non-Performing Leases" are (a) Leases that have become more than 123 days
delinquent or (b) Leases that have been accelerated by the Servicer or Leases
that the Servicer has determined to be uncollectible in accordance with its
customary practices. Copelco Capital, Inc. will represent and warrant that, as
of the Cut-Off Date, none of the Leases are Non-Performing Leases.


                                       11
<PAGE>   14
     The Servicer's customary practices with respect to Non-Performing Leases
include such action as is necessary to cause, or attempt to cause, the Lessee
thereunder to cure such non-performance or to terminate such lease and recover
the outstanding amount owed under the lease and all damages resulting from any
default on the Non-Performing Leases. The Servicer will take action that is
consistent with the customary practices of servicers in the equipment leasing
industry. In addition, the Servicer will use its best efforts to sell or lease
any Equipment that is subject to a Non-Performing Lease in a timely manner and
upon the most favorable terms and conditions available at the time in order to
recoup any amounts still due on the Lease.

     At the end of the Lease term, the Lessee must return the Equipment with
certification from the manufacturer that the Equipment is in good working order,
normal wear and tear excepted, unless the Lease is renewed or the Equipment is
purchased by the Lessee.

     Historically, approximately 90% of the Equipment leased by the Origination
Groups is purchased or re-leased by the original lessee at the expiration of the
lease term. Pursuant to the terms of the Leases, the Lessee is generally
required to advise Copelco Capital 90 to 120 days prior to the Lease termination
of its intent to return the Equipment at the expiration of the Lease. In most
cases, the failure by a Lessee to so advise Copelco Capital results in an
automatic renewal of the Lease for a specified period. For Equipment which is
returned to Copelco Capital by the Lessees, Copelco Capital participates in an
active secondary market for the sale of used Equipment.

     THE EQUIPMENT. The Equipment subject to the Leases is purchased by Copelco
Capital under direct specifications and instructions from the Lessees. As of the
Cut-Off Date, the Series Pool had approximately 93 equipment categories.

     CERTAIN INFORMATION WITH RESPECT TO THE LEASES AND THE LESSEES. The
following tables summarize certain information with respect to the Leases and
the Lessees as of the Cut-Off Date. The issuer is not aware of any trends or
changes relating to the data in the following tables that would be expected to
impact the future performance of the pool of leases.

     THE PLEDGED ASSETS. The assets pledged to secure the Notes (the "Pledged
Assets") will consist of a pool of copier, electronic, manufacturing, and
healthcare equipment lease contracts, including payments due thereunder and
certain interests in the related leased equipment acquired or originated by
Copelco Capital and transferred to the Issuer. The Pledged Assets will, in
addition, include the funds on deposit in Collection Account (as defined herein)
and the Reserve Account (as defined herein).



                                       12
<PAGE>   15
                         DISTRIBUTION OF LEASES BY STATE

<TABLE>
<CAPTION>
                                                                         PERCENTAGE
                                                                             OF
                                                                         STATISTICAL                      PERCENTAGE
                                                          STATISTICAL     DISCOUNTED                     OF AGGREGATE
                                           PERCENTAGE     DISCOUNTED       PRESENT        AGGREGATE        ORIGINAL
                             NUMBER OF     OF NUMBER     PRESENT VALUE     VALUE OF        ORIGINAL        EQUIPMENT
          STATE                LEASES      OF LEASES       OF LEASES        LEASES      EQUIPMENT COST       COST
- -------------------------    ---------     ----------    -------------   -----------    --------------   ------------
<S>                          <C>           <C>           <C>             <C>            <C>              <C>
Alaska                                                   $                              $
Alabama
Arkansas
Arizona
California
Colorado
Connecticut
District of Columbia
Delaware
Florida
Georgia
Hawaii
Iowa
Idaho
Illinois
Indiana
Kansas
Kentucky
Louisiana
Massachusetts
Maryland
Maine
Michigan
Minnesota
Missouri
Mississippi
Montana
North Carolina
North Dakota
Nebraska
New Hampshire
New Jersey
New Mexico
Nevada
New York
Ohio
Oklahoma
Oregon
Pennsylvania
Puerto Rico
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Virginia
Vermont
Washington
Wisconsin
West Virginia
Wyoming
=====================================================================================================================
Total                                       100.000%     $                  100.000%    $                  100.000%
=====================================================================================================================
</TABLE>


                                       13
<PAGE>   16
                     DISTRIBUTION OF LEASES BY LEASE BALANCE

<TABLE>
<CAPTION>
                                                                         PERCENTAGE
                                                                              OF
                                                                         STATISTICAL                      PERCENTAGE
                                                         STATISTICAL      DISCOUNTED                     OF AGGREGATE
                                          PERCENTAGE      DISCOUNTED       PRESENT        AGGREGATE        ORIGINAL
  STATISTICAL DISCOUNTED     NUMBER OF    OF NUMBER     PRESENT VALUE      VALUE OF        ORIGINAL        EQUIPMENT
PRESENT VALUE OF THE LEASES    LEASES     OF LEASES       OF LEASES         LEASES      EQUIPMENT COST       COST
- ---------------------------  ---------    ----------    -------------    -----------    --------------   ------------
<S>                          <C>          <C>           <C>              <C>            <C>              <C>
  $     0.01 -     5,000.00                             $                               $
    5,000.01 -    10,000.00
   10,000.01 -    15,000.00
   15,000.01 -    20,000.00
   20,000.01 -    25,000.00
   25,000.01 -    50,000.00
   50,000.01 -   100,000.00
  100,000.01 -   500,000.00
  500,000.01 -   600,000.00
  greater than 1,000,000.00
- ---------------------------------------------------------------------------------------------------------------------
 Total                                      100.000%    $                  100.000%     $                  100.000%
=====================================================================================================================
</TABLE>

              DISTRIBUTION OF LEASES BY REMAINING TERM TO MATURITY

<TABLE>
<CAPTION>
                                                                           PERCENTAGE
                                                                                OF
                                                                           STATISTICAL                     PERCENTAGE
                                                          STATISTICAL       DISCOUNTED                    OF AGGREGATE
                                          PERCENTAGE       DISCOUNTED        PRESENT        AGGREGATE       ORIGINAL
                             NUMBER OF    OF NUMBER     PRESENT VALUE OF     VALUE OF       ORIGINAL       EQUIPMENT
  REMAINING TERM (MONTHS)      LEASES     OF LEASES          LEASES           LEASES     EQUIPMENT COST       COST
- --------------------------   ---------    ----------    ----------------   -----------   --------------   ------------
<S>                          <C>          <C>           <C>                <C>           <C>              <C>
           0 - 12                                       $                                 $
          13 - 24
          25 - 36
          37 - 48
          49 - 60
          61 - 84
- -----------------------------------------------------------------------------------------------------------------------
Total:                                     100.000%     $                     100.000%    $                  100.000%
=======================================================================================================================
</TABLE>


                                       14
<PAGE>   17
               DISTRIBUTION OF LEASES BY ORIGINAL TERM TO MATURITY

<TABLE>
<CAPTION>
                                                                           PERCENTAGE
                                                                                OF                         PERCENTAGE
                                                                           STATISTICAL                         OF
                                                          STATISTICAL       DISCOUNTED                     AGGREGATE
                                          PERCENTAGE       DISCOUNTED        PRESENT        AGGREGATE       ORIGINAL
                             NUMBER OF    OF NUMBER      PRESENT VALUE       VALUE OF       ORIGINAL       EQUIPMENT
  ORIGINAL TERM (MONTHS)       LEASES     OF LEASES        OF LEASES          LEASES     EQUIPMENT COST       COST
- -------------------------    ---------    ----------    --------------     -----------   --------------    ----------
<S>                          <C>          <C>           <C>                <C>           <C>               <C>
           0 - 12                                       $                                $
          13 - 24
          25 - 36
          37 - 48
          49 - 60
          61 - 72
          73 - 96
- ---------------------------------------------------------------------------------------------------------------------
Total                                      100.000%     $                    100.000%    $                  100.000%
=====================================================================================================================
</TABLE>


                  DISTRIBUTION OF LEASES BY CLASSIFICATION TYPE

<TABLE>
<CAPTION>
                                                                           PERCENTAGE
                                                                               OF                          PERCENTAGE
                                                                           STATISTICAL                         OF
                                                           STATISTICAL     DISCOUNTED                      AGGREGATE
                                            PERCENTAGE     DISCOUNTED        PRESENT        AGGREGATE       ORIGINAL
                              NUMBER OF     OF NUMBER     PRESENT VALUE     VALUE OF        ORIGINAL       EQUIPMENT
        LEASE TYPE              LEASES      OF LEASES       OF LEASES        LEASES      EQUIPMENT COST       COST
- ----------------------------  ---------     ----------    -------------    -----------   --------------    ----------
<S>                           <C>           <C>           <C>              <C>           <C>               <C>
Finance Lease                                             $                              $
Operating Lease
- ---------------------------------------------------------------------------------------------------------------------
Total                                        100.000%     $                 100.000%     $                  100.000%
=====================================================================================================================
</TABLE>


                DISTRIBUTION OF FINANCE LEASES BY PURCHASE OPTION

<TABLE>
<CAPTION>
                                                                           PERCENTAGE
                                                                               OF                          PERCENTAGE
                                                                           STATISTICAL                         OF
                                                           STATISTICAL     DISCOUNTED                      AGGREGATE
                                            PERCENTAGE     DISCOUNTED        PRESENT        AGGREGATE       ORIGINAL
                              NUMBER OF     OF NUMBER     PRESENT VALUE     VALUE OF        ORIGINAL       EQUIPMENT
      PURCHASE OPTION           LEASES      OF LEASES       OF LEASES        LEASES      EQUIPMENT COST       COST
- ----------------------------  ---------     ----------    -------------    -----------   --------------    ----------
<S>                           <C>           <C>           <C>              <C>           <C>               <C>
Fixed Purchase Option                                     $                              $
Fair Market Value
Nominal Buyout
- ---------------------------------------------------------------------------------------------------------------------
Total                                        100.000%     $                 100.000%     $                  100.000%
=====================================================================================================================
</TABLE>


                     DISTRIBUTION OF LEASES BY DELINQUENCIES

<TABLE>
<CAPTION>
                                                                           PERCENTAGE
                                                                                OF                         PERCENTAGE
                                                                           STATISTICAL                         OF
                                                           STATISTICAL      DISCOUNTED                     AGGREGATE
                                           PERCENTAGE      DISCOUNTED        PRESENT        AGGREGATE       ORIGINAL
                               NUMBER OF    OF NUMBER   PRESENT VALUE OF     VALUE OF       ORIGINAL       EQUIPMENT
       DAYS DELINQUENT           LEASES     OF LEASES        LEASES           LEASES     EQUIPMENT COST       COST
- -----------------------------  ---------   ----------   ----------------   -----------   --------------    ----------
<S>                            <C>         <C>          <C>                <C>           <C>               <C>
           0 - 29                                       $                                $
           30 - 59
           60 - 62
- ---------------------------------------------------------------------------------------------------------------------
Total                                        100.000%   $                   100.000%     $                100.000%
=====================================================================================================================
</TABLE>


                                       15
<PAGE>   18
                    DISTRIBUTION OF LEASES BY EQUIPMENT TYPE

<TABLE>
<CAPTION>
                                                                         PERCENTAGE
                                                                              OF                          PERCENTAGE
                                                                         STATISTICAL                          OF
                                                          STATISTICAL     DISCOUNTED                      AGGREGATE
                                           PERCENTAGE     DISCOUNTED       PRESENT        AGGREGATE        ORIGINAL
                               NUMBER OF    OF NUMBER    PRESENT VALUE     VALUE OF        ORIGINAL       EQUIPMENT
       EQUIPMENT TYPE            LEASES     OF LEASES      OF LEASES        LEASES      EQUIPMENT COST       COST
- -----------------------------  ---------   ----------    -------------   -----------    --------------    ----------
<S>                            <C>         <C>           <C>             <C>            <C>               <C>
Multiple Product                                         $                              $
Anesthesia Equipment
Automated Chemistry Systems
Automated Hematology Systems
Automated Test Equipment
Automobile Shop
C.T. Systems
Carts, Stretchers, Wheel
   Chairs
Cash Registers
Cobalt and X-Ray Therapy
   Equipment
Communication Equipment
Computer Systems-Doctors &
   Hospitals
Computer
Construction Equipment
Copiers
Cranes and Derricks
Data Processing
Dental Operatory Equipment
Digital Cameras
Document Imaging Equipment
ECG (EKG) and Defibrillators
EEG
Electronics Production
   Equipment
Fabrication Equipment
Facsimiles
Food Processing
Furniture and Fixtures
Gamma Cameras
Heating and Air
Holter Monitors
Home Healthcare Equipment
Hospital Room Equipment
Hosp Beds; Elec. Stryker
   FRMS, Burn Beds
Image Setters
Industrial Production
Jukeboxes/storage
Laminating Devices
Lasers
Laundry, Kitchen, Food Srvc
   Eqp., Central Supply
Laundry Equipment Lift Trucks
Leasehold Improvements
Lift Trucks
Linear Accelerators
Lithotripters and Dialysis
   Equipment
Machine Tools
Mailing Equipment
Mammography
Materials Handling
Mobile X-Ray Systems
Medical Equipment
Microfilm Equipment
</TABLE>


                                       16
<PAGE>   19
<TABLE>
<CAPTION>
                                                                         PERCENTAGE
                                                                              OF                          PERCENTAGE
                                                                         STATISTICAL                          OF
                                                          STATISTICAL     DISCOUNTED                      AGGREGATE
                                           PERCENTAGE     DISCOUNTED       PRESENT        AGGREGATE        ORIGINAL
                               NUMBER OF    OF NUMBER    PRESENT VALUE     VALUE OF        ORIGINAL       EQUIPMENT
       EQUIPMENT TYPE            LEASES     OF LEASES      OF LEASES        LEASES      EQUIPMENT COST       COST
- -----------------------------  ---------   ----------    -------------   -----------    --------------    ----------
<S>                            <C>         <C>           <C>             <C>            <C>               <C>
Micrographics
Misc. Comm. & Indus. Equip.
Misc Lab Eqp
Misc Vet Eqp; Cages, Scales,
   Tables
Misc X-Ray Eqp
Miscellaneous
MRI Systems
Office Furniture & Equipment
Operating Microscopes
Opthlmc Diag Eqp (Slit
   Lamps, Tonometers)
Opt Eqp; Lens Grinding,
   Resurfacing
Packaging Equipment
Patient Monitoring Systems
Patient Room Furnishing &
   Fixtures
Phone, TV, Comm Equipment
Photo Equipment
Photocopy Equipment
Physician Misc Medical Eqp &
   Exam Tables
Physician Office Furn,
   Fixtures and Phones
Podiatry Equipment
Printing Equipment
Processing Equipment
Pulse Oximetry Equipment
Radiographic Fluoroscopic
   Systems
Respiratory Therapy Equipment
Restaurant, Motel Equipment
Sales Tax
Scanners
Security Systems
Standard Printers
Standard Test Systems
Standard X-Ray Systems
Surgical Equip. Scopes,
   Electrosurgical
Telephone
Telex
Transportation
Ultrasound
Vending Machines
Wide Format Printers
Woodworking
Working Capital
X-Ray Spec Systems;
   Angiography
- --------------------------------------------------------------------------------------------------------------------
Total                                        100.000%    $                  100.000%    $                   100.000%
====================================================================================================================
</TABLE>

1    The following abbreviations used in this table have the following meanings:
     "Eqp." -- Equipment
     "Misc." -- Miscellaneous


                                       17
<PAGE>   20
     HISTORICAL DELINQUENCY INFORMATION. Lease receivables are generally
evaluated by Copelco Capital for write-down when they become over 92 days
delinquent. General delinquency information for equipment leases not written
down in the Origination Groups that are owned by Copelco Capital is set forth
below.

                        HISTORICAL DELINQUENCY EXPERIENCE


                       COPELCO CAPITAL COMBINED PORTFOLIO

<TABLE>
<CAPTION>
                  DECEMBER 31,      DECEMBER 31,      DECEMBER 31,     DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
                     1998              1997              1996             1995              1994             1993
                  ------------      ------------      ------------     ------------      ------------     ------------
<S>               <C>               <C>               <C>              <C>               <C>              <C>
Total
Receivables
Balance (1)       $                 $                 $                $                 $                $
- --------------------------------------------------------------------------------------------------------------------------
No. of
   Delinquent
   Days
30-59 days
60-89 days
90 Days+
- --------------------------------------------------------------------------------------------------------------------------
Total
Delinquencies     $                 $                 $                $                 $                $
</TABLE>


(1)  The Total Receivables Balance is equal to the aggregate future rent owing
     on the leases.



                               BUSINESS TECHNOLOGY

<TABLE>
<CAPTION>
                 DECEMBER 31,      DECEMBER 31,      DECEMBER 31,     DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
                    1998               1997              1996             1995              1994             1993
                 ------------      ------------      ------------     ------------      ------------     ------------
<S>              <C>               <C>               <C>              <C>               <C>              <C>
Total
Receivables
Balance (1)      $                 $                 $                $                 $                $
- --------------------------------------------------------------------------------------------------------------------------
No. of
   Delinquent
   Days
30-59 days
60-89 days
90 Days+
- --------------------------------------------------------------------------------------------------------------------------
Total
Delinquencies    $                 $                 $                $                 $                $
</TABLE>


(1)  The Total Receivables Balance is equal to the aggregate future rent owing
     on the leases.



                    HEALTHCARE COMMERCIAL & INDUSTRIAL GROUP

<TABLE>
<CAPTION>
                 DECEMBER 31,      DECEMBER 31,      DECEMBER 31,     DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
                    1997              1997              1996             1995              1994             1993
                 ------------      ------------      ------------     ------------      ------------     ------------
<S>              <C>               <C>               <C>              <C>               <C>              <C>
Total
Receivables
Balance (1)      $                 $                 $                $                 $                $
- --------------------------------------------------------------------------------------------------------------------------
No. of
   Delinquent
   Days
30-59 days
60-89 days
90 Days+
- --------------------------------------------------------------------------------------------------------------------------
Total
Delinquencies    $                 $                 $                $                 $                $
</TABLE>


(1)  The Total Receivables Balance is equal to the aggregate future rent owing
     on the leases.


                                       18
<PAGE>   21
     HISTORICAL DEFAULT EXPERIENCE. All accounts assessed over 92 days past due
automatically become non-accruing accounts. Any subsequent recoveries offset net
losses. General charge-off information for Leases in the Origination Groups that
are owned and serviced by Copelco Capital for the period January 1, 1993 to
December 31, 1998 is set forth below.


                        HISTORICAL CHARGE-OFF EXPERIENCE
                             (DOLLARS IN THOUSANDS)

                       COPELCO CAPITAL COMBINED PORTFOLIO

<TABLE>
<CAPTION>
                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                    1998          1997           1996           1995           1994           1993
                                ------------   ------------   ------------   ------------   ------------   ------------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
Average Receivables
Outstanding (1)                 $              $              $              $              $              $
- -----------------------------------------------------------------------------------------------------------------------
Net Losses                      $              $              $              $              $              $
Net Losses as a % of Avg.
Receivables                          
</TABLE>



     (1)  Equals the arithmetic average of the beginning of the period
          Receivable Balance and the end of the period Receivable Balance. The
          Receivables Balance is equal to the aggregate future rent owing on the
          leases.



<TABLE>
<CAPTION>
                                                        BUSINESS TECHNOLOGY
                                                       (DOLLARS IN THOUSANDS)

                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                    1998          1997           1996           1995           1994           1993
                                ------------   ------------   ------------   ------------   ------------   ------------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
Average Receivables
Outstanding (1)                 $              $              $              $              $              $
- -----------------------------------------------------------------------------------------------------------------------
Net Losses                      $              $              $              $              $              $
Net Losses as a % of Avg.
Receivables                          
</TABLE>

     (1)  Equals the arithmetic average of the beginning of the period
          Receivable Balance and the end of the period Receivable Balance. The
          Receivables Balance is equal to the aggregate future rent owing on the
          leases.

                                    

                    HEALTHCARE COMMERCIAL & INDUSTRIAL GROUP
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                    1998          1997           1996           1995           1994           1993
                                ------------   ------------   ------------   ------------   ------------   ------------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
Average Receivables
Outstanding (1)                 $              $              $              $              $              $
- -----------------------------------------------------------------------------------------------------------------------
Net Losses                      $              $              $              $              $              $
Net Losses as a % of Avg.
Receivables                          
</TABLE>

     (1)  Equals the arithmetic average of the beginning of the period
          Receivable Balance and the end of the period Receivable Balance. The
          Receivables Balance is equal to the aggregate future rent owing on the
          leases.



     There can be no assurance that the levels of delinquency and loss reflected
in the above tables are or will be indicative of the performance of the Leases
in the future.


                                       19
<PAGE>   22
             COPELCO CAPITAL'S UNDERWRITING AND SERVICING PRACTICES

     GENERAL. Copelco Capital, a Delaware corporation, was incorporated in
October 1986. Copelco Capital is a wholly-owned subsidiary of Copelco Financial
Services Group, Inc. ("Copelco Financial"). Copelco Capital's primary business
consists of originating and servicing leases to healthcare providers,
businesses, business owners and individuals in the United States and Canada.
Copelco Capital has multiple locations and is headquartered at One International
Boulevard, Mahwah, New Jersey 07430 and its phone number is (609) 231-9600.

     In May 1993, Copelco Financial (which was incorporated in July 1982)
reorganized its two primary operating subsidiaries, Copelco Credit Corporation
("Copelco Credit") and Copelco Leasing Corporation ("Copelco Leasing"), into six
strategic business units (each, an "SBU"). Then, effective July 1994, Copelco
Leasing was merged into Copelco Credit with Copelco Credit as the surviving
legal entity; Copelco Credit then changed its name to Copelco Capital, Inc.,
merging all of Copelco Leasing's and Copelco Capital's leasing operations.

     Copelco Capital currently consists of three separate operating groups
(each, a "Group") the Business Technology Group, the Healthcare Group and the
Commercial & Industrial Group. The Business Technology Group, the Healthcare
Group and the Commercial & Industrial Group originated _____%, _____% and
______%, respectively, of the Leases to be included in the subject transaction
(based upon the Statistical Discounted Present Value of the Leases as of the
Cut-Off Date).

     The Business Technology Group leases small-ticket office equipment,
primarily photocopiers and computers, to businesses and business owners
throughout the United States and Canada through multiple manufacturer, vendor
and dealer programs. The Business Technology Group is the successor Group to
Copelco Capital's Document Imaging, Major Accounts, Computer and Canadian SBUs.
Copelco Capital merged these four units in January 1997 in order to achieve
greater operating and marketing efficiencies.

     The Healthcare Group provides a diversified range of leasing services for
the financing of healthcare equipment through multiple manufacturer, vendor and
dealer programs, with particular emphasis upon the acquisition, leasing and
remarketing of high-technology medical equipment to hospitals, other healthcare
facilities, healthcare providers and physicians. The Healthcare Group is the
successor of the Hospital and Healthcare SBU and the Healthcare Vendor SBU which
were consolidated in June 1995 and the Ambulatory Care SBU which was merged into
the Healthcare Group in November 1996. The rationale for the consolidation of
the Healthcare Group was to achieve greater operating efficiencies and eliminate
certain operating and marketing redundancies.

     The Commercial & Industrial Group is segmented into three distinct business
units: the Manufacturing Technology Group, the Financial Intermediary Group and
the Material Handling Group. The Manufacturing Technology Group provides
equipment leasing services through multiple manufacturer, vendor and dealer
programs, primarily to mid-sized companies. The equipment financed through this
group includes high technology equipment for the electronics manufacturing
service industry, such as printed circuit board assembly and test equipment. The
Financial Intermediary Group purchases equipment lease transactions from third
parties involved in the electronics and other industrial equipment industries.
The Material Handling Group, established in 1998, provides retail equipment
leasing and financing specifically for vendors and manufacturers in the material
handling industry.

     As of ________, 1998, Copelco Capital had total assets of $__________
compared with $2,083,256,000 as of December 31, 1997, total liabilities of
$__________ compared with $1,927,558,000 as of December 31, 1997, shareholder's
equity of $__________ compared with $155,698,000 as of December 31, 1997 and
total revenues and net income of $__________ and $__________, respectively, for
the year ended December 31, 1998, compared with $253,787,000 and $32,137,000,
respectively, for the year ended December 31, 1997.

     Since 1986, Copelco Capital and its predecessors have participated in 38
equipment lease securitizations involving the issuance of in excess of $_____
billion in securities. Copelco Capital and its predecessors performed all
servicing functions in each of these prior transactions, 9 of which remain
outstanding.


                                       20
<PAGE>   23
     ORIGINATIONS. The Business Technology Group leases small-ticket office
equipment, primarily photocopiers and computers, to businesses and business
owners throughout the United States. The Business Technology Group originates
substantially all of its leases through marketing programs which are directed at
major manufacturers and various distributors of copier equipment (each, a
"Vendor") with the balance obtained through new leases with existing lessees and
referrals. The Business Technology Group establishes both formal and informal
relationships with Vendors, several of which provide Copelco Capital with a
right of first refusal on all equipment leases with the Vendor's customers. This
arrangement provides the Business Technology Group with a steady flow of lease
referrals from Vendors which frequently use lease financing as a marketing tool.
In the majority of these vendor programs, Copelco Capital generally owns the
equipment subject to each lease and bills and collects lease payments in its own
name. For some select private label vendor programs, Copelco Capital will bill
and collect in the vendor's name.

     The Business Technology Group also offers a cost per copy program ("Cost
per Copy"), introduced in late 1990, pursuant to which lessees pay a fixed
monthly payment (the "Fixed Payment") for which they are allowed a certain
minimum monthly copy usage. The monthly Fixed Payment represents equipment
financing (the "Equipment Financing Portion") and a monthly maintenance charge
(the "Maintenance Charge"). Copelco Capital funds the Vendors on the basis of
the Equipment Financing Portion of the Fixed Payment and remits the Maintenance
Charge to the Vendors as it is collected every month. Copelco Capital calculates
usage monthly using automated dialed-in copier meter readings. To the extent
that the usage has exceeded the monthly copy allowance, Copelco Capital bills
the lessee incremental charges for the excess copy usage ("Excess Copy Charge").
This Excess Copy Charge is remitted to the Vendors upon collection by Copelco
Capital. Only the Equipment Financing Portion will be included in the Discounted
Present Value of the Leases.

     Vendors may choose to use a Copelco Capital lease form or they may use
their own lease agreement. In either case, the credit approval remains with
Copelco Capital. Lease documents for all leasing programs are either identical
to Copelco Capital's standard lease documents or are reviewed by Copelco Capital
to ensure substantial compliance with its standard terms. Terms of Copelco
Capital's lease documents are standard for virtually all leases, as is
documentation for virtually all private label programs.

     The Healthcare Group provides a range of leasing services for the financing
of healthcare equipment with emphasis on the acquisition, leasing and
remarketing of high-technology medical equipment to hospitals, other healthcare
facilities, healthcare providers and physicians. The Healthcare Group originates
leases through five sales groups: National Accounts, Medical Business, Vendor
Services, Home Care, and Ambulatory Care.

     The National Accounts sales group solicits contractual arrangements with
major medical equipment manufacturers and distributors throughout the United
States. These contracts usually give Copelco exclusive rights to handle the
financing needs of the manufacturers' customers. Most manufacturers are
publicly-held or subsidiaries of international medical conglomerates.

     The Medical Business sales group provides leasing services directly to
hospitals and to physician group practices rather than through vendors or
manufacturers. The Medical Business marketing unit operates Copelco Capital's
Hospital Instant Lease Line ("HILL") program which grants hospitals a
pre-approved leasing line of credit for the leasing of medium-ticket medical
equipment such as computed topography scanners, radiographic and other imaging
equipment, laboratory and patient monitoring systems.

     The Vendor Services sales group solicits exclusive contractual arrangements
and informal non-exclusive arrangements with local and regional vendors. Such
vendors sell medical equipment to physician group medical practices and to
individual physicians who finance the acquisition of the equipment by leasing it
from Copelco Capital. The Vendor Services marketing unit operates Copelco
Capital's Physician's Instant Lease Line ("PILL") program, which grants
individual physicians and physician group practices a pre-approved leasing line
of credit for use in leasing small- and medium-ticket medical equipment.
Approximately 25% of all leases originated by the Healthcare Group are made to
individual physicians. The average size of such Leases are generally less than
or equal to $50,000. Copelco Capital requires individual physicians to meet the
same rigorous criteria and credit scores as a physician group.


                                       21
<PAGE>   24
     The Home Care sales group leases durable medical equipment such as
respiratory care equipment, patient monitoring devices and medication delivery
systems for use by people who are being treated on an out-patient or in-home
basis for either temporary or chronic health problems. Lessees are typically
wholesalers, distributors and service providers that rent the equipment to
patients who are reimbursed for the rental payments by their health care
insurers.

     The Ambulatory Care sales group provides equipment leasing to out-patient
sites providing healthcare services such as diagnostic imaging, surgical
procedures and radiation therapy. Customers range from start-up centers
(typically managed by established organizations) to publicly-held companies.
Transactions may involve new equipment or refinancing of existing equipment,
often in conjunction with expansion or upgrading.

     In addition to making fixed payments with respect to certain health care
equipment leases, lessees may pay incremental monthly charges to the extent the
scan usage exceeds the monthly scan allowance ("Fee Per Scan Charges"). Fee Per
Scan Charges will not be included in the Discounted Present Value of the Leases.
The Fee Per Scan Charges are remitted to the Vendors upon collection by Copelco
Capital.

     The Commercial & Industrial Group: The Manufacturing Technology Group and
the Financial Intermediary Group provide equipment leasing services primarily to
mid-sized companies. Since early 1993, the Group has focused on marketing
through manufacturers and distributors in the electronics manufacturing service
industry. Currently, approximately 90% of the leases originated by this Group
relate to the electronics manufacturing service industry and approximately 10%
represents machine tools and other production equipment. The Material Handling
Group originates a majority of its business through its relationship with
distributors of material handling equipment. The Material Handling Group
establishes both formal and informal relationships with vendors, manufacturers,
and distributors of material handling equipment and provides retail leasing and
financing for the end-user customers.

     CREDIT REVIEW. Copelco Capital, in conjunction with the parent holding
company, provides organizational oversight for investment/risk management
policy, compliance, credit underwriting and due diligence standards, and
coordinates portfolio concentration guidelines and credit personnel training for
each of its Groups. Within the parameters established by Copelco Capital, each
Group tailors its underwriting policies to reflect their unique customers and
markets.

     Certain credit requests are evaluated under credit scoring models utilized
by Copelco Capital. All credit requests not subject to automated credit scoring
must be underwritten by a credit officer. Applicants declined by credit scoring
may be reviewed by a credit officer. Each credit officer has a specific assigned
lending limit based upon experience and seniority. Credit approval limits,
applicable to single transaction size and individual lessee exposure, are also
assigned to assistant credit managers, group credit officers, the president of
Copelco Capital, and the chief credit officer of Copelco Capital. In general,
transactions in excess of $3,000,000 must be approved by the senior management
of Copelco Financial.

     Business Technology Group: Prior to a lease being approved by the Business
Technology Group, the vendor's sales personnel are required to obtain from the
prospective lessee historical financial data and/or bank and trade references.
New and repeat applicants must either complete a comprehensive credit
application or provide bank and trade references.

     Credit data are submitted for credit review in Mahwah, New Jersey and
Moberly, Missouri. Credit review is performed and lease approvals are given at
these locations, utilizing a computer system designed to handle applications
which are telephoned or telecopied from vendors. Using the computer system, the
applicant's credit is investigated and a credit decision is made.

     Lessee evaluation includes an analysis of credit payment history, business
structure, banking history and relationships, and economic conditions as they
relate to the prospective lessee. In the case of a credit request for equipment
having a cost greater than approximately $50,000, the information collected
includes the prospect's most recent financial statements. If individual
guarantors are involved, a consumer credit bureau report is generally obtained
for the guarantors. Potential lessees should generally have been in business for
at least two years and a minimum of two trade references are required.


                                       22
<PAGE>   25
     The Business Technology Group has also implemented an automated credit
scoring system. The system, designed by Dun & Bradstreet Information Services
("Dun & Bradstreet") specifically for the Business Technology Group, was in
development over a two-year period and was formally implemented on January 4,
1994. The system utilizes various filters for adapting "approve" and "decline"
threshold scores based upon criteria such as credit exposure, payment history
(by SIC code), Vendor and state. The model is consistent with the Business
Technology Group's traditional credit decision-making criteria (i.e., Dun &
Bradstreet data, consumer credit bureau information, and bank and trade
references).

     Healthcare Group: For leases originated by the Medical Business sales
group, full financial statements are required for credit review, and a thorough
history of past payment patterns is examined. Other items such as a hospital's
location, utility to its community and ownership (public or private) are also
considered. Certain of these transactions are credit scored under HILL credit
scoring parameters. The HILL credit scoring parameters include, without
limitation, the number of beds of the potential lessee, its occupancy rate and
Dun & Bradstreet financial highlight information.

     Certain of the leases originated by the Vendor Services group are credit
scored under PILL credit scoring parameters. The PILL credit scoring parameters
include, without limitation, the length of time in practice of the potential
lessee, the potential lessee's medical specialty and a consumer bankruptcy
predictor model acquired by Copelco Capital. The credit review process for
physicians is similar to that of personal lending because the lessees are
predominantly individual physicians (or groups of physicians). Many of the
leases to physicians have personal guarantees associated with them and spousal
guarantees as well. Lessees are not required, however, to give Copelco Capital
liens on property. The predominant reason for delinquencies in such leases is
cash flow deficiencies and, to a lesser extent, death of the lessee, in which
case settlement with the lessee's estate can take several months. Such leases
are typically processed under the PILL program. For inexpensive equipment,
credit review of physician lessees involves analysis of credit bureau reports,
bank references, duration of practice and medical specialty. For more expensive
equipment, the credit review involves analysis of personal income tax returns
and financial statements of the practice in addition to credit bureau reports
and bank references. There is also a focus on the length of time that the
physician has maintained his or her private practice.

     The PILL and the HILL programs afford Copelco Capital the ability to
analyze physician, physician group practice and hospital credit quality in
advance of the lease decision, thus providing a means by which physicians in
certain medical specialties and certain hospitals may be pre-approved for a
leasing line of credit. They also provide rapid turnaround of a specific
application when it is submitted.

     National Accounts, Home Care and Ambulatory Care generally utilize a
combination of transactional credit analysis and credit scoring. Transactions
not eligible for credit scoring are reviewed by the Healthcare Group's credit
staff under the supervision of a senior credit officer.

     Commercial & Industrial Group: In the Manufacturing Technology Group and
Financial Intermediary Group, all credit decisions are made by credit analysts.
Credit scoring is not used. In general, transactions in excess of $50,000
require financial statement disclosure consisting of at least the three most
recent fiscal year-end financial statements and interim financial statements.
Additionally, Dun & Bradstreet reports, bank and other credit references, trade
references, and other information may be evaluated. Transactions involving
small, privately held companies exhibiting limited financial resources require
the financial disclosure and personal guaranty of the principals. Consideration
will also be given to the value of the equipment securing the transaction, based
upon a review by the Group's Asset Management department. An approval might
contain restrictive conditions, including, but not limited to, a reduced term,
guaranties, security deposits, down payments, or a letter of credit.

     The Material Handling Group utilizes a credit review system similar to and
based upon that of the Business Technology Group. The majority of business is
originated through dealer/vendor networks, with retail and wholesale credit
applications submitted via fax. The assessment of creditworthiness is determined
through both automated systems and credit officer analysis with emphasis on the
following factors: time in business, financial strength, payment/credit history,
transaction structure, collateral and industry outlook.

     The evaluation of creditworthiness for retail end-user customers will be
accomplished through a modified version of the Business Technology Group's
credit scoring model, in which the filters and scoring


                                       23
<PAGE>   26
thresholds are adapted to the needs of the Material Handling Group. Retail lease
applicants will generally have been in business for at least two years with
evidence of satisfactory bank and/or comparable secured lender references.
Consumer credit bureau reports will be obtained if individual guarantors or sole
proprietors are considered in the transaction.

     The terms of the Leases originated by each of the Groups require the
Lessees to maintain the equipment and install it at a place of business approved
by Copelco Capital. Delivery, transportation, repairs and maintenance are
obligations of Lessees, and Lessees are required to carry, at their own expense,
liability and replacement cost insurance under terms acceptable to Copelco
Capital. Any Lease payment defaults permit Copelco Capital to declare
immediately due and payable all remaining lease payments. At the end of a lease
term, lessees must return the leased equipment to Copelco Capital in good
working order unless the lease is renewed or the leased equipment is purchased
by the Lessee.

     COLLECTIONS. Collection procedures have been instituted by Copelco Capital
and are uniformly utilized throughout Copelco Capital's Groups. A late charge is
generally assessed to Lessees 6 days after the payment due date. Telephone
contact is normally initiated when an account is 15 days past due, but may be
initiated more quickly. All collection activity is entered into the computerized
collection system. Activity notes are input directly into the collection system
in order to facilitate routine collection activity. Collectors have available at
their computer terminals the latest status and collection history on each
account.

     Generally, on the day on which a Lease becomes 10 days delinquent, Copelco
Capital's credit and collection review system automatically generates a
computerized late notice which is sent directly to the lessee. When an account
becomes 30 days past due, a default letter is generally sent out to the Lessee
and to anyone providing personal guarantees on the Leases. An acceleration
letter is sent to the lessee and any guarantors when a Lease becomes 45 days
past due, as circumstances warrant. Telephone contact will be continued
throughout the delinquency period. Accounts which become over 90 days past due
are subject to repossession of Equipment and action by collection agencies and
attorneys. Prior to being written down (which is generally prior to the lease
being 123 days delinquent), each lease is evaluated on the merits of the
individual situation, with equipment value being considered as well as the
current financial strength of the Lessee.

     ADDITIONS, SUBSTITUTIONS AND ADJUSTMENTS. Although the Leases will be
non-cancelable by the Lessees, Copelco Capital has, from time to time, permitted
early termination by Lessees ("Early Lease Termination") or other modifications
of the lease terms in certain circumstances more fully specified in the
Assignment and Servicing Agreement, including, without limitation, in connection
with a full or partial buy-out or equipment upgrade.

     In the event of an Early Lease Termination which has been prepaid in full
or in part, the Issuer will have the option to reinvest the proceeds of such
Early Termination Lease in one or more Leases having similar characteristics for
such terminated Lease (each, an "Additional Lease").

     In addition, Copelco Capital will have the option to substitute one or more
leases having similar characteristics (each, a "Substitute Lease") for (a)
Non-Performing Leases, (b) Leases subject to repurchase as a result of a breach
of representation and warranty (each a "Warranty Lease") and (c) Leases
following a modification or adjustment to the terms of such Lease (each, an
"Adjusted Lease"). The aggregate Discounted Present Value of the Non-Performing
Leases for which Copelco Capital may substitute Substitute Leases is limited to
an amount not in excess of 10% of the aggregate Discounted Present Value of the
Leases as of the Cut-Off Date. The aggregate Discounted Present Value of
Adjusted Leases and Warranty Leases for which Copelco Capital may substitute
Substitute Leases is limited to an amount not in excess of 10% of the aggregate
Discounted Present Value of the Leases as of the Cut-Off Date.

     The terms of a Lease may be modified or adjusted for administrative reasons
or at the request of the lessee, vendor or lessor due to a variety of
circumstances, including changes to the delivery date of equipment, the cost of
equipment, the components of leased equipment or to correct information when a
Lease is entered into Copelco Capital's servicing system. Such modifications may
result in adjustments to the lease commencement date, the monthly payment date,
the amount of the monthly payment or the equipment subject to a Lease.


                                       24
<PAGE>   27
     Additional Leases and Substitute Leases will be originated using the same
credit criteria as the initial Leases. To the extent material, information with
respect to such Additional or Substitute Leases will be included in periodic
reports filed with the Commission as are required under the Exchange Act.

     In no event will the aggregate scheduled payments of the Leases, after the
inclusion of the Substitute Leases and Additional Leases be materially less than
the aggregate scheduled payments of the Leases prior to such substitution or
reinvestment. In addition, after giving effect to such additions and
substitutions, the aggregate Booked Residual Value of the Leases will not be
materially less than the aggregate Booked Residual Value of the Leases
immediately prior to such substitutions or additions. Additionally, either the
final payment on such Substitute Lease or Additional Lease will be on or prior
to ____________, or, to the extent the final payment on such Lease is due
subsequent to ___________, only scheduled payments due on or prior to such date
may be included in the Discounted Present Value of such Lease for the purpose of
making any calculation under the Indenture.

     In the event that an Early Lease Termination is allowed by Copelco Capital
and an Additional Lease is not provided, the amount prepaid will be equal to at
least the Discounted Present Value of the terminated Lease, plus any delinquent
payments. See "The Series Pool--The Leases."

     ASSIGNMENT AND SERVICING AGREEMENT. Copelco Capital will enter into an
agreement (the "Assignment and Servicing Agreement") with Copelco Capital
Funding LLC 99-B as Transferor (in such capacity, the "Transferor") and
Manufacturers and Traders Trust Company, a New York banking corporation, as
indenture trustee (the " Trustee"), pursuant to which Copelco Capital will,
among other things, service the Leases, make Servicer Advances and forward
Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges to Vendors. In
the Assignment and Servicing Agreement, Copelco Capital will make certain
representations and warranties regarding the Leases and the Equipment. In the
event that (a) any of such representations and warranties made by Copelco
Capital proves at any time to have been inaccurate in any material respect as of
the Issuance Date or (b) any Lease shall be terminated in whole or in part by a
Lessee, or any amounts due with respect to any Lease shall be reduced or
impaired, as a result of any action or inaction by Copelco Capital (other than
any such action or inaction of Copelco Capital, when acting as Servicer, in
connection with the enforcement of any Lease (other than those leases Copelco
Capital permitted to be terminated early in a manner consistent with the
provisions of the Assignment and Servicing Agreement) or any claim by any Lessee
against Copelco Capital and, in any such case, the event or condition causing
such inaccuracy, termination, reduction, impairment or claim shall not have been
cured or corrected within 30 days after the earlier of the date on which Copelco
Capital is given notice thereof by Copelco Capital Funding LLC 99-B or the
Trustee or the date on which Copelco Capital otherwise first has notice
thereof), Copelco Capital will repurchase such Lease (a "Warranty Lease") and
the Equipment subject thereto by paying to the Trustee for deposit into the
Collection Account, not later than the Determination Date next following the
expiration of such 30-day period, an amount at least equal to the Discounted
Present Value of such Lease plus any amounts previously due and unpaid thereon.
In the alternative, subject to the satisfaction of certain requirements set
forth in the Assignment and Servicing Agreement, Copelco Capital will have the
option to substitute one or more Substitute Leases (as defined herein) for such
Warranty Lease. Any inaccuracy in any representation or warranty with respect to
(i) the priority of the lien of the Indenture with respect to any Lease or (ii)
the amount (if less than represented) of the Lease Payments, Casualty Payments,
Termination Payments or Booked Residual Value under any Lease shall be deemed to
be material. "Booked Residual Value" means the amount booked by Copelco Capital
as expected to be realized upon scheduled termination of a Lease through sale or
other disposition of the related Equipment.

     SERVICING FEE. The Servicing Fee with respect to the Notes will be paid
monthly on the Payment Date from amounts in the Collection Account and will be
calculated by multiplying one-twelfth of 0.75% times the Discounted Present
Value of the Performing Leases, as of the prior Payment Date (the "Servicing
Fee").

     The Servicing Fee will be paid to the Servicer for servicing the Series
Pool and for certain administrative expenses in connection with the Notes,
including Trustee fees.


                                       25
<PAGE>   28
                                   THE ISSUER

     GENERAL. Copelco Capital Funding LLC 99-B is a bankruptcy remote, limited
liability company formed in accordance with the laws of the State of Delaware,
pursuant to the limited liability company agreement between Copelco Capital,
Inc. and Copelco Manager, Inc., dated as of February 23, 1999, solely for the
purpose of effectuating the transactions described herein. Prior to formation,
the Issuer will have had no assets or obligations and no operating history. Upon
formation, the Issuer is structured to insulate it from bankruptcy risk and will
not engage in any business activity other than (i) acquiring, holding and
pledging the Leases and related interests and property related thereto, (ii)
issuing the Notes and (iii) distributing payments thereon.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

     As of the date of this Prospectus, the Issuer has had no operating history.
The net proceeds of the sale of the Notes will be distributed to the owners of
the Issuer. See "Use of Proceeds." The Issuer is prohibited by its Limited
Liability Company Agreement from engaging in business other than (i) the
purchase of equipment leases and lease receivables (including equipment) from
Copelco Capital and its affiliates , (ii) the issuance of notes collateralized
by its assets and (iii) engaging in acts incidental, necessary or convenient to
the foregoing and permitted under Delaware law. The Issuer's ability to incur,
assume or guaranty indebtedness for borrowed money is also restricted by its
Limited Liability Company Agreement to only such activities that relate to the
leases and lease receivables.


          DIRECTORS AND EXECUTIVE OFFICERS OF THE MANAGER OF THE ISSUER

     The following table sets forth the executive officers and directors of
[Copelco Manager, Inc.], the manager of the Issuer ("Manager") and their ages
and positions as of __________, 1999. Because the Issuer is organized as a
special purpose company and will be largely passive, it is expected that the
officers and directors of the Manager will participate in the management of the
Issuer to a limited extent. Most of the actions related to maintaining and
servicing the assets will be performed by the Servicer.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Name                                Age     Position
- ---------------------------------------------------------------------------------------------------------
<S>                                 <C>     <C>
Ian J. Berg                         55      Chairman of the Board (Principal Executive Officer), Director
Robert J. Lemenze, Jr.              39      President, Chief Operating Officer
John Hakemian                       58      Director
Nicholas Antonaccio                 50      Vice President - Finance
Tadeyuki Seki                       47      Director
Stephen W. Shippie                  47      Vice President
Spencer Lempert                     52      Secretary
</TABLE>

     Ian J. Berg has served as Chairman of the Board, (Principal Executive
Officer) and Director of the Manager since being appointed/elected on February
23, 1999. Mr. Berg founded Copelco Financial in October 1972 and has
continuously served as its President and CEO from inception. Prior to founding
Copelco Financial, Mr. Berg served as Senior Vice President and Director of MDC
Corporation (an AMEX listed corporation) and as President and Director of MDC
Leasing Corporation from 1967 through 1972. He is a past Vice President and
Director of the Equipment Leasing Association (the industry trade association)
and a founder, past officer and Director of the Eastern Association of Equipment
Lessors.

     Robert J. Lemenze, Jr. has served as President of the Manager since being
appointed/elected on February 23, 1999. Mr. Lemenze was elected President and
Chief Operating Officer of Copelco Capital in January 1997. Prior to this he
served as Vice President of Sales and head of the Document Imaging Sales Group
since joining Copelco Capital in 1987.

     John Hakemian has served as Director since being elected on February 23,
1999. For the last five years, Mr. Hakemian has served, initially, as the chief
financial officer for a subsidiary of Itochu International (the Issuer's
ultimate parent company in the United States) and, more recently, as the Vice
President - Finance of Itochu International Enterprise.


                                       26
<PAGE>   29
     Nicholas Antonaccio has served as Vice President - Finance and Treasurer
since being elected on February 23, 1999. Mr. Antonaccio joined Copelco Capital
as a Senior Vice President and Chief Financial Officer in September 1995. He
formerly served as the Treasurer of Concord Leasing Company.

     Tadeyuki Seki has served as Director since being elected on February 23,
1999. For the last six months, Mr. Seki has served as the Vice President and
Treasurer of Itochu International and for the year and a half prior, as
Assistant Senior Manager and for the three years prior to that, as General
Manager of the Credit Finance Department of the Itochu Corporation in Japan.

     Stephen W. Shippie has served as Vice President since being elected on
February 23, 1999. For the last five years, Mr. Shippie has served as the Vice
President-Finance of Copelco Financial.

     Spencer Lempert has served as Secretary since being elected on February 23,
1999. For the last five years, Mr. Lempert has served as the General Counsel for
Copelco Financial.

     None of the above-listed directors and officers of the Manager will be
compensated directly by the Issuer or the Manager nor with any funds or assets
of the Issuer or the Manager nor will any such directors and officers receive
compensation in the capacities in which they act for the Manager of the Issuer.


                            DESCRIPTION OF THE NOTES

     The _____% Class A-1 Lease-Backed Notes (the "Class A-1 Notes"), _____%
Class A-2 Lease-Backed Notes (the "Class A-2 Notes"), _____% Class A-3
Lease-Backed Notes (the "Class A-3 Notes"), _____% Class A-4 Lease-Backed Notes
(the "Class A-4 Notes") and _____% Class A-5 Lease-Backed Notes (the "Class A-5
Notes, together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and
Class A-4 Notes, the "Class A Notes"), _____% Class B Lease-Backed Notes (the
"Class B Notes"), _____% Class C Lease-Backed Notes (the "Class C Notes") and
_____% Class D Lease-Backed Notes (the "Class D Notes", together with the Class
A Notes, the Class B Notes and the Class C Notes, the "Offered Notes") and the
_____% Class E Lease-Backed Notes (the "Class E Notes", together with the
Offered Notes, the "Notes") will be issued pursuant to the Indenture (the
"Indenture") between the Issuer and the Trustee. The following statements with
respect to the Notes is a summary of all material terms relating to a
description of the Offered Notes. However, investors in the Offered Notes should
review the Indenture, the form of which is filed as an exhibit to the
registration statement of which this Prospectus forms a part. Whenever any
particular section of the Indenture or any term used therein is referred to, the
section in the Indenture or the term used therein should be reviewed by you in
order to fully understand this offering.

     The Offered Notes represent secured debt obligations of the Issuer secured
by the Pledged Assets and the privately placed Class E Notes represent
subordinated debt obligations of the Issuer secured by certain assets in the
Pledged Assets as provided in the related Indenture. The Class E Notes are
subordinated to the Offered Notes for the purpose of, among other things,
offsetting losses and other shortfalls. Neither represents an interest in or
recourse obligation of Copelco Capital or any of its other affiliates other than
the Issuer. The Issuer is a Delaware limited liability company with limited
assets. Consequently, Noteholders must rely solely upon the Leases, the
interests in the Equipment, funds on deposit in the Collection Account and the
Reserve Account, for payment of principal of and interest on the Offered Notes.

     The combined aggregate principal amount of the Class A Notes, the Class B
Notes, the Class C Notes, the Class D Notes and the Class E Notes will comprise
the initial principal amount (the "Initial Principal Amount") of the Notes. The
Discounted Present Value of the Leases, at any given time, shall equal the
future remaining scheduled payments from the related Leases (including
Non-Performing Leases), discounted at the Discount Rate, as set forth in the
Indenture.

     The Notes will bear interest from the Issuance Date at the applicable
interest rate for the respective class as set forth below. The Interest Rate is
calculated on the basis of a year of 360 days comprised of twelve 30-day months,
except in the case of the Class A-1 Notes, for which interest will be calculated
on the basis of a year of 360 days and the actual number of days in such
interest accrual period, payable on the fifteenth day of each month (or if such
day is not a business day the next succeeding business day), to the person in
whose name the Note was registered at the close of business on the preceding
Record Date (as defined herein). The interest rate for the Notes


                                       27
<PAGE>   30
is as follows: ____% per annum on the Class A-1 Notes (the "Class A-1 Interest
Rate"), _____% per annum on the Class A-2 Notes (the "Class A-2 Interest Rate"),
_____% per annum on the Class A-3 Notes (the "Class A-3 Interest Rate"), _____%
per annum on the Class A-4 Notes (the "Class A-4 Interest Rate"), _____% per
annum on the Class A-5 Notes (the "Class A-5 Interest Rate"), _____% per annum
on the Class B Notes (the "Class B Interest Rate") , _____% per annum on the
Class C Notes (the "Class C Interest Rate"), _____% per annum on the Class D
Notes (the "Class D Interest Rate") and _____% per annum on the Class E Notes
(the "Class E Interest Rate"). With respect to any particular Class, the
"Interest Rate" refers to the applicable rate indicated in the immediately
preceding sentence.

     Principal will be payable as set forth under "Distributions on Notes."
Notes may be presented to the corporate trust office of the Trustee for
registration of transfer or exchange (Section 2.03). Notes may be exchanged
without a service charge, but the Issuer may require payment to cover taxes or
other governmental charges (Section 2.03).

     BOOK-ENTRY REGISTRATION. The holders of the Class A-1 Notes (the "Class A-1
Noteholders"), the holders of the Class A-2 Notes (the "Class A-2 Noteholders"),
the holders of the Class A-3 Notes (the "Class A-3 Noteholders"), the holders of
the Class A-4 Notes ( the "Class A-4 Noteholders"), the holders of the Class A-5
Notes (the "Class A-5 Noteholders," together with the Class A-1 Noteholders, the
Class A-2 Noteholders, the Class A-3 Noteholders, and the Class A-4 Noteholders,
the "Class A Noteholders"), the holders of the Class B Notes (the "Class B
Noteholders"), the holders of the Class C Notes (the "Class C Noteholders") and
the holders of the Class D Notes the ("Class D Noteholders," together with the
Class A Noteholders, the Class B Noteholders and the Class C Noteholders, the
"Offered Noteholders") may hold their notes through The Depository Trust Company
("DTC") (in the United States) or Cedel Bank ("CEDEL") and the Euroclear System
("Euroclear") (in Europe) if they are participants of such systems, or
indirectly through organizations which are participants in such systems.

     Cede & Co. ("Cede"), as nominee for DTC, will hold the global Class A Note
or Notes, global Class B Note or Notes, global Class C Note or Notes and the
global Class D Note or Notes. CEDEL and Euroclear will hold omnibus positions on
behalf of their participants through customers' securities accounts in CEDEL's
and Euroclear's names on the books of their respective Depositaries (as defined
herein) which in turn will hold such positions in customers' securities accounts
in the Depositaries' names on the books of DTC. Citibank will act as depositary
for CEDEL, and Morgan Guaranty Trust will act as depositary for Euroclear (in
such capacities, the "Depositaries").

     DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the UCC and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was created
to hold securities for its participating organizations ("Participants") and
facilitate the settlement of securities transactions between Participants
through electronic book-entry changes in accounts of its Participants, thereby
eliminating the need for physical movement of notes. Participants include the
Underwriters, securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").

     Transfers between Participants will occur in accordance with DTC rules.
Transfers between Cedel Participants (as defined herein) and Euroclear
Participants (as defined herein) will occur in accordance with their respective
rules and operating procedures.

     Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Cedel
Participants or Euroclear Participants, on the other, will be effected through
DTC in accordance with DTC rules on behalf of the relevant European
international clearing systems by its Depositary. Cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its Depositary to take action
to effect final settlement on its behalf by delivering or receiving securities
in DTC, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Cedel Participants and Euroclear
Participants may not deliver instructions directly to the Depositaries.


                                       28
<PAGE>   31
     Because of time-zone differences, credits of securities received in Cedel
or Euroclear as a result of a transaction with a Participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement date. Such credits or any transactions in such securities
settled during such processing will be reported to the relevant Euroclear or
Cedel Participants on such business day. Cash received in Cedel or Euroclear as
a result of sales of securities by or through a Cedel Participant or a Euroclear
Participant to a Participant will be received with value on the DTC settlement
date but will be available in the relevant Cedel or Euroclear cash account only
as of the business day following settlement in DTC. For information with respect
to tax documentation procedures relating to the Offered Notes, see "Material
Federal Income Tax Considerations."

     Offered Noteholders that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests
in, Offered Notes may do so only through Participants and Indirect Participants.
In addition, Offered Noteholders will receive all distributions of principal and
interest on the Offered Notes from the Trustee through DTC and its Participants.
Under a book-entry format, Offered Noteholders will receive payments after the
related Distribution Date, as the case may be, because, while payments are
required to be forwarded to Cede, as nominee for DTC, on each such date, DTC
will forward such payments to its Participants which thereafter will be required
to forward them to Indirect Participants or holders of beneficial interests in
the Offered Notes. It is anticipated that the only Noteholder of the Offered
Notes will be Cede, as nominee of DTC, and that holders of beneficial interests
in the Offered Notes, under the Indenture will only be permitted to exercise
rights under the Indenture indirectly through DTC and its Participants who in
turn will exercise their rights through DTC.

     Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Offered Notes and is required to
receive and transmit distributions of principal of and interest on the Offered
Notes. Participants and Indirect Participants with which holders of beneficial
interests in the Offered Notes have accounts similarly are required to make
book-entry transfers and receive and transmit such payments on behalf of these
respective holders.

     Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of holders of
beneficial interests in the Offered Notes to pledge Offered Notes to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of such Offered Notes, may be limited due to the lack of a Definitive
Note for such Offered Notes.

     DTC has advised the Issuer that it will take any action permitted to be
taken by a Class A Noteholder, Class B Noteholder, Class C Noteholder or Class D
Noteholder under the Indenture only at the direction of one or more Participants
to whose account with DTC the Class A Notes, Class B Notes, Class C Notes or
Class D Notes are credited. Additionally, DTC has advised the Issuer that it may
take actions with respect to the applicable Offered Notes that conflict with
other of its actions with respect thereto.

     Cedel is incorporated under the laws of Luxembourg as a professional
depository. Cedel holds securities for its participating organizations ("Cedel
Participants") and facilitates the clearance and settlement of securities
transactions between Cedel Participants through electronic book-entry changes in
accounts of CEDEL Participants, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in CEDEL in any of 38
currencies, including United States dollars. CEDEL provides to CEDEL
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in several
countries. As a professional depository, CEDEL is subject to regulation by the
Luxembourg Monetary Institute. CEDEL Participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include the Underwriters. Indirect access to CEDEL is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a CEDEL Participant,
either directly or indirectly.

     Euroclear was created in 1968 to hold securities for participants of
Euroclear ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in any of 37


                                       29
<PAGE>   32
currencies, including United States dollars. Euroclear includes various other
services, including securities lending and borrowing and interfaces with
domestic markets in several countries generally similar to the arrangements for
cross-market transfers with DTC described above. Euroclear is operated by the
Brussels, Belgium office of Morgan Guaranty Trust Company of New York (the
"Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a
Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by the Euroclear Operator and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf
of Euroclear Participants. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional financial
intermediaries and may include the Underwriters. Indirect access to Euroclear is
also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.

     The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York Banking Department, as well as the Belgian Banking Commission.

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.

     Distributions with respect to Offered Notes held through CEDEL or Euroclear
will be credited to the cash accounts of CEDEL Participants or Euroclear
Participants in accordance with the relevant system's rules and procedures, to
the extent received by its Depositary. Such distributions will be subject to tax
reporting in accordance with relevant United States tax laws and regulations.
See "Material Federal Income Tax Considerations." CEDEL or the Euroclear
Operator, as the case may be, will take any other action permitted to be taken
by an Offered Noteholder under the Indenture on behalf of a CEDEL Participant or
Euroclear Participant only in accordance with its relevant rules and procedures
and subject to its Depositary's ability to effect such actions on its behalf
through DTC.

     Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of Offered Notes among participants of DTC,
CEDEL and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.

     DTC management is aware that some computer applications, systems, and the
like for processing data ("SYSTEMS") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed its Participants and other members of the financial
community (the "Industry") that it has developed and is implementing a program
so that its Systems, as the same relate to the timely payment of distributions
(including principal and interest payments) to security holders, book-entry
deliveries, and settlement of trades within DTC ("DTC Services"), continue to
function appropriately. This program includes a technical assessment and a
remediation plan, each of which is complete. Additionally, DTC's plan includes a
testing phase, which is expected to be completed within appropriate time frames.

     However, DTC's ability to properly perform its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information and the provision of
services, including telecommunications and electrical utility service providers,
among others. DTC has informed the Industry that it is contacting (and will
continue to contact) third party vendors from whom DTC acquires services to: (i)
impress upon them the importance of such services being Year 2000 compliant; and
(ii) determine the extent of their efforts for Year 2000 remediation (and, as
appropriate, testing) of their services. In additional, DTC is in the process of
developing such contingency plans as it deems appropriate.


                                       30
<PAGE>   33
     According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.

     DEFINITIVE NOTES. The Offered Notes will be issued in fully registered,
authenticated form to Beneficial Owners or their nominees (the "Definitive
Notes"), rather than to DTC or its nominee, only if (a) the Issuer advises the
Trustee in writing that DTC is no longer willing or able to discharge properly
its responsibilities as Depository with respect to such Notes, and the Trustee
or the Issuer is unable to locate a qualified successor or (b) the Issuer at its
option elects to terminate the book-entry system through DTC (Section 2.07).

     Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee is required to notify all Beneficial Owners
through DTC of the availability of Definitive Notes for such Class. Upon
surrender by DTC of the Definitive Note representing the Notes and instructions
for reregistration, the Trustee will issue such Definitive Notes, and thereafter
the Trustee will recognize the holders of such Definitive Notes as Offered
Noteholders under the related Indenture (the "Holders") (Section 2.07). The
Trustee will also notify the Holders of any adjustment to the Record Date with
respect to the Notes necessary to enable the Trustee to make distributions to
Holders of the Definitive Notes for such Class of record as of each Payment
Date.

     Additionally, upon the occurrence of any such event described above,
distribution of principal of and interest on the Offered Notes will be made by
the Trustee directly to Holders in accordance with the procedures set forth
herein and in the Indenture. Distributions will be made by check, mailed to the
address of such Holder as it appears on the Note register upon at least 10 days
notice to Noteholders for such Class; however, the final payment on any Note
(whether the Definitive Notes or the Note for such Class registered in the name
of Cede representing the Notes of such Class) will be made only upon
presentation and surrender of such Note at the office or agency specified in the
notice of final distribution to Noteholders.

     Definitive Notes of each Class will be transferable and exchangeable at the
offices of the Trustee or its agent in New York, New York, which the Trustee
shall designate on or prior to the issuance of any Definitive Notes with respect
to such Class. No service charge will be imposed for any registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith
(Section 2.03(f)).

     INITIAL PRINCIPAL AMOUNT. $___________ for the Class A-1 Notes (the "Class
A-1 Initial Principal Amount"), $___________ for the Class A-2 Notes (the "Class
A-2 Initial Principal Amount"), $___________ for the Class A-3 Notes (the "Class
A-3 Initial Principal Amount"), $___________ for the Class A-4 Notes (the "Class
A-4 Initial Principal Amount"), $___________ for the Class A-5 Notes (the "Class
A-5 Initial Principal Amount," together with the Class A-1 Initial Principal
Amount, the Class A-2 Initial Principal Amount, the Class A-3 Initial Principal
Amount and the Class A-4 Initial Principal Amount, the "Class A Initial
Principal Amount"), $___________ for the Class B Notes (the "Class B Initial
Principal Amount"), $___________ for the Class C Notes (the "Class C Initial
Principal Amount"), $___________ for the Class D Notes (the "Class D Initial
Principal Amount") and $___________ for the Class E Notes (the "Class E Initial
Principal Amount"). See "Description of the Notes."

     DISCOUNTED PRESENT VALUE OF THE LEASES. The discounted present value of the
leases (the "Discounted Present Value of the Leases"), at any given time, shall
equal the future remaining scheduled payments (not including delinquent amounts,
Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges) from the
Leases (including non-performing leases), discounted at a rate equal to _____%,
(the "Discount Rate") which rate is equal to the sum of (a) the weighted average
interest rate of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes, the Class A-5 Notes, the Class B Notes, the Class C Notes,
the Class D Notes and the Class E Notes, each weighted by (i) the initial
principal amount of the Class A-1 Notes, the initial principal amount of the
Class A-2 Notes, the initial principal amount of the Class A-3 Notes, the
initial principal amount of the Class A-4 Notes, the initial principal amount of
the Class A-5 Notes, the initial principal amount of the Class B Notes, the
initial principal amount of the Class C Notes, the initial principal amount of
the Class D Notes, and the initial principal amount of the Class E Notes, as
applicable, and (ii) the expected weighted average life (under a zero
prepayment, and no loss scenario) of each class of Notes, as applicable, and (b)
the servicing fee rate of 0.75% per annum. The discounted present value of the
Performing Leases (the "Discounted Present Value of the Performing Leases")
equals the Discounted Present Value of the Leases, reduced by all future
remaining scheduled payments on


                                       31
<PAGE>   34
the Non-Performing Leases (not including delinquent amounts, Excess Copy
Charges, Maintenance Charges or Fee Per Scan Charges), discounted at the
Discount Rate. See "Description of the Notes--General." Each of the Indenture
and the Assignment and Servicing Agreement will provide that any calculation of
future remaining scheduled payments made on a Determination Date or with respect
to a Payment Date will be calculated after giving effect to any payments
received prior to such date of calculation to the extent such payments relate to
scheduled payments due and payable by the Lessees with respect to the related
Due Period (defined herein) and all prior Due Periods. "Statistical Discounted
Present Value of the Leases" means an amount equal to the future remaining
scheduled payments (not including delinquent amounts, Excess Copy Charges,
Maintenance Charges and Fee Per Scan Charges) from the Leases as of the Cut-Off
Date, discounted at a rate equal to _____% (the "Statistical Discount Rate").
The Statistical Discounted Present Value of the Leases as of the Cut-Off Date is
$___________ and will not vary materially from the Discounted Present Value of
the Leases as of the Cut-Off Date. See "The Series Pool--The Equipment." The
aggregate Discounted Present Value of the Leases as of the Cut-Off Date,
calculated at the Discount Rate is $______________.

     "Non-Performing Leases" are (a) Leases that have become more than 123 days
delinquent or (b) Leases that have been accelerated by the Servicer or Leases
that the Servicer has determined to be uncollectible in accordance with its
customary practices. See "The Series Pool--The Leases." The Transferor will
represent in the Assignment and Servicing Agreement that at the time of transfer
of any Lease to Copelco Capital Funding LLC 99-B, such Lease was not a
Non-Performing Lease.

     EXPECTED MATURITY; STATED MATURITY. The expected maturity dates with
respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes and Class A-5 Notes are the Payment Dates on ______________,
______________, ______________, ______________, and ______________,
respectively. The expected maturity date with respect to the Class B Notes,
Class C Notes and Class D Notes are the Payment Dates on ______________,
______________ and ______________, respectively. The stated maturity date with
respect to the Class A-1 Notes is the Payment Date on ______________ (the "Class
A-1 Stated Maturity Date"), the stated maturity date with respect to the Class
A-2 Notes is the Payment Date on ______________ (the "Class A-2 Stated Maturity
Date"), the stated maturity date with respect to the Class A-3 Notes is the
Payment Date on ______________ (the "Class A-3 Stated Maturity Date"), the
stated maturity date with respect to the Class A-4 Notes is the Payment Date on
______________ (the "Class A-4 Stated Maturity Date"), the stated maturity with
respect to the Class A-5 Notes is the Payment Date on ______________ (the "Class
A-5 Stated Maturity Date"), the stated maturity date with respect to the Class B
Notes is the Payment Date on ______________ (the "Class B Stated Maturity
Date"), the stated maturity date with respect to the Class C Notes is the
Payment Date on ______________ (the "Class C Stated Maturity Date") and the
stated maturity date with respect to the Class D Notes is the Payment Date on
______________ (the "Class D Stated Maturity Date"). However, if all payments on
the Leases are made as scheduled, final payment with respect to the Notes would
occur prior to stated maturity.

     DETERMINATION DATE. The fifth day prior to each Payment Date (or the
preceding business day, if such day is not a business day). On such date (each,
a "Determination Date"), the Servicer will determine the amount of payments
received on the Leases in respect of the immediately preceding calendar month
(each such period, a "Due Period") which will be available for distribution on
the Payment Date. See "Description of the Notes--Distributions on Notes."

     PAYMENT DATE. Payments on the Notes will be made on the fifteenth day of
each month (or if such day is not a business day, the next succeeding business
day), commencing on ______________, to holders of record on the last business
day preceding a payment date, or, if the notes are definitive notes, the last
business day of the month preceding a payment date (each, a "Record Date"). See
"Description of the Notes--Distributions on Notes."

     INTEREST PAYMENTS. On each Payment Date, the interest due (the "Interest
Payments") with respect to the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class B Notes, the
Class C Notes, the Class D Notes and the Class E Notes since the last Payment
Date will be the interest that has accrued on such Notes since the last Payment
Date (or in the case of the first Payment Date, since the Issuance Date) (the
"Interest Accrual Period") at the applicable Interest Rate applied to the then
unpaid principal amounts (the "Outstanding Principal Amounts") of the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
A-5 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class
E Notes, respectively, after giving effect to payments of principal to the Class
A-1 Noteholders, the


                                       32
<PAGE>   35
Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders,
the Class A-5 Noteholders, the Class B Noteholders, the Class C Noteholders, the
Class D Noteholders and the Class E Noteholders, respectively, on the preceding
Payment Date. See "Description of the Notes--General" and "Distributions on
Notes."

     PRINCIPAL PAYMENTS. For each Payment Date, each of the Class A Noteholders,
the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and
the Class E Noteholders will be entitled to receive payments of principal
("Principal Payments"), to the extent funds are available therefor, in the
priorities set forth in the Indenture and described herein below and under
"Description of the Notes--Distributions on Notes." On each Payment Date, to the
extent funds are available therefor, the Principal Payment will be paid to the
Noteholders in the following priority: (a) (i) to the Class A-1 Noteholders
only, until the Outstanding Principal Amount on the Class A-1 Notes has been
reduced to zero, the Class A Principal Payment, then (ii) to the Class A-2
Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes
has been reduced to zero, the Class A Principal Payment, then (iii) to the Class
A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3
Notes has been reduced to zero, the Class A Principal Payment, (iv) to the Class
A-4 Noteholders, until the Outstanding Principal Amount on the Class A-4 Notes
has been reduced to zero, the Class A Principal Payment and (v) to the Class A-5
Noteholders, until the Outstanding Principal Amount on the Class A-5 Notes has
been reduced to zero, the Class A Principal Payment, (b) to the Class B
Noteholders, the Class B Principal Payment, (c) to the Class C Noteholders, the
Class C Principal Payment, (d) to the Class D Noteholders, the Class D Principal
Payment, (e) to the Class E Noteholders, the Class E Principal Payment and (f)
to the extent that the Class B Floor exceeds the Class B Target Investor
Principal Amount, the Class C Floor exceeds the Class C Target Investor
Principal Amount, the Class D Floor exceeds the Class D Target Investor
Principal Amount and/or the Class E Floor exceeds the Class E Target Investor
Principal Amount, Additional Principal (defined below) shall be distributed,
sequentially, as an additional principal payment on the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes,
the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes as
applicable, until the Outstanding Principal Amount of each Class has been
reduced to zero.

     "Additional Principal" with respect to each Payment Date equals (a) zero if
each of the Class Target Investor Principal Amounts for Classes B, C, D and E
exceed their respective Class Floors on such Payment Date and (b) in each other
case, the excess, if any, of (i)(A) the Outstanding Principal Balance of the
Notes plus the Overcollateralization Balance as of the immediately preceding
Payment Date after giving effect to payments on such Payment Date, minus (B) the
Discounted Present Value of the Performing Leases as of the related
Determination Date, over (ii) the sum of the Class A Principal Payment, the
Class B Principal Payment, the Class C Principal Payment, the Class D Principal
Payment and the Class E Principal Payment to be paid on such Payment Date.

     The "Class A Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, (i) on all Payment Dates prior to the ___________ Payment Date,
the lesser of (1) the amount necessary to reduce the Outstanding Principal
Amount on the Class A-1 Notes to zero and (2) the difference between (A) the
Discounted Present Value of the Performing Leases as of the previous
Determination Date and (B) the Discounted Present Value of the Performing Leases
as of the related Determination Date, and (ii) on and after the ___________
Payment Date, the entire Outstanding Principal Amount on the Class A-1 Notes and
(b) after the Class A-1 Notes have been paid in full, the amount necessary to
reduce the aggregate Outstanding Principal Amount on the Class A Notes to the
Class A Target Investor Principal Amount.

     The "Class B Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, zero and (b) after the Outstanding Principal Amount on the
Class A-1 Notes has been reduced to zero, the amount necessary to reduce the
Outstanding Principal Amount of the Class B Notes to the greater of the Class B
Target Investor Principal Amount and the Class B Floor.

     The "Class C Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, zero and (b) after the Outstanding Principal Amount on the
Class A-1 Notes has been reduced to zero, the amount necessary to reduce the
Outstanding Principal Amount of the Class C Notes to the greater of the Class C
Target Investor Principal Amount and the Class C Floor.

     The "Class D Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, zero and (b) after the Outstanding Principal Amount on the
Class A-1 Notes has been reduced to zero, the amount necessary to reduce the
Outstanding Principal Amount of the Class D Notes to the greater of the Class D
Target Investor Principal Amount and the Class D Floor.


                                       33
<PAGE>   36
     The "Class E Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, zero and (b) after the Outstanding Principal Amount on the
Class A-1 Notes has been reduced to zero, the amount necessary to reduce the
Outstanding Principal Amount of the Class E Notes to the greater of the Class E
Target Investor Principal Amount and the Class E Floor.

     The "Class A Target Investor Principal Amount" with respect to each Payment
Date is an amount equal to the product of (a) the Class A Percentage and (b) the
Discounted Present Value of the Performing Leases as of the related
Determination Date.

     The "Class B Target Investor Principal Amount" with respect to each Payment
Date is an amount equal to the product of (a) the Class B Percentage and (b) the
Discounted Present Value of the Performing Leases as of the related
Determination Date.

     The "Class C Target Investor Principal Amount" with respect to each Payment
Date is an amount equal to the product of (a) the Class C Percentage and (b) the
Discounted Present Value of the Performing Leases as of the related
Determination Date.

     The "Class D Target Investor Principal Amount" with respect to each Payment
Date is an amount equal to the product of (a) the Class D Percentage and (b) the
Discounted Present Value of the Performing Leases as of the related
Determination Date.

     The "Class E Target Investor Principal Amount with respect to each Payment
Date is an amount equal to the product of (a) the Class E Percentage and (b) the
Discounted Present Value of the Performing Leases as of the related
Determination Date.

     The "Class Floors" means the Class B Floor, the Class C Floor, the Class D
Floor or the Class E Floor.

     The "Class Target Investor Principal Amounts" means the Class A Target
Investor Principal Amount or the Class B Target Investor Principal Amounts or
the Class C Target Investor Principal Amount or the Class D Target Investor
Principal Amount or the Class E Target Investor Principal Amounts, respectively.

     The "Class A Percentage" will be equal approximately to _____%. The "Class
B Percentage" will be equal approximately to _____%. The "Class C Percentage"
will be equal approximately to _____%. The "Class D Percentage" will be equal
approximately to _____%. The "Class E Percentage" will be equal approximately to
_____%.

     The "Class B Floor" with respect to each Payment Date means (a) _____% of
the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus
(b) the Cumulative Loss Amount with respect to such Payment Date, minus (c) the
sum of the Outstanding Principal Amount of the Class C Notes, the Outstanding
Principal Amount of the Class D Notes, the Outstanding Principal Amount of the
Class E Notes, and the Overcollateralization Balance as of the immediately
preceding Payment Date after giving effect to all principal payments made on
that day, minus (d) the amount on deposit in the Reserve Account after giving
effect to withdrawals to be made on such Payment Date.

     The "Class C Floor" with respect to each Payment Date means (a) _____% of
the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus
(b) the Cumulative Loss Amount with respect to such Payment Date, minus (c) the
sum of the Outstanding Principal Amount of the Class D Notes, the Outstanding
Principal Amount of the Class E Notes, and the Overcollateralization Balance as
of the immediately preceding Payment Date after giving effect to all principal
payments made on that day, minus (d) the amount on deposit in the Reserve
Account after giving effect to withdrawals to be made on such Payment Date;
provided, however, that if the Outstanding Principal Amount of the Class B Notes
is less than or equal to the Class B Floor on such Payment Date, the Class C
Floor will equal the Outstanding Principal Amount of the Class C Notes utilized
in the calculation of the Class B Floor for such Payment Date.

     The "Class D Floor" with respect to each Payment Date means (a) ____% of
the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus
(b) the Cumulative Loss Amount with respect to such


                                       34
<PAGE>   37
Payment Date, minus (c) the sum of the Outstanding Principal Amount of the Class
E Notes, and the Overcollateralization Balance as of the immediately preceding
Payment Date after giving effect to all principal payments made on that day,
minus (d) the amount on deposit in the Reserve Account after giving effect to
withdrawals to be made on such Payment Date; provided, however, that if the
Outstanding Principal Amount of the Class C Notes is less than or equal to the
Class C Floor on such Payment Date, the Class D Floor will equal the Outstanding
Principal Amount of the Class D Notes utilized in the calculation of the Class C
Floor for such Payment Date.

     The "Class E Floor" with respect to each Payment Date means (a) _____% of
the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus
(b) the Cumulative Loss Amount with respect to such Payment Date, minus (c) the
Overcollateralization Balance as of the immediately preceding Payment Date after
giving effect to all principal payments made on that day, minus (d) the amount
on deposit in the Reserve Account after giving effect to withdrawals to be made
on such Payment Date; provided, however, that if the Outstanding Principal
Amount of the Class D Notes is less than or equal to the Class D Floor on such
Payment Date, the Class E Floor will equal the Outstanding Principal Amount of
the Class E Notes utilized in the calculation of the Class D Floor for such
Payment Date.

     The "Overcollateralization Balance" with respect to each Payment Date is an
amount equal to the excess, if any, of (a) the Discounted Present Value of
Performing Leases as of the related Determination Date over (b) the Outstanding
Principal Amount of the Notes as of such Payment Date after giving effect to all
principal payments made on that day.

     The "Cumulative Loss Amount" with respect to each Payment Date is an amount
equal to the excess, if any, of (a) the total of (i) the Outstanding Principal
Amount of the Notes as of the immediately preceding Payment Date after giving
effect to all principal payments made on that day, plus (ii) the
Overcollateralization Balance as of the immediately preceding Payment Date,
minus (iii) the lesser of (A) the Discounted Present Value of the Performing
Leases as of the Determination Date relating to the immediately preceding
Payment Date minus the Discounted Present Value of the Performing Leases as of
the related Determination Date and (B) Available Funds remaining after the
payment of amounts owing the Servicer and in respect of interest on the Notes on
such Payment Date, over (b) the Discounted Present Value of the Performing
Leases as of the related Determination Date.

     COLLECTION ACCOUNT. The Trustee will establish and maintain an Eligible
Account (as defined herein) (the "Collection Account") into which the Servicer
will deposit all Lease Payments, Casualty Payments, Termination Payments,
certain proceeds from repurchases by Copelco Capital of Leases as a result of
breaches of representations and warranties, and recoveries from Non-Performing
Leases to the extent Copelco Capital has not substituted a Substitute Lease for
such Non-Performing Lease (except to the extent required to reimburse
unreimbursed Servicer Advances) (each as defined herein) on or in respect of
each Lease included in the Series Pool within two Business Days of receipt
thereof; provided that Residual Realizations (as defined herein) will not be
deposited in the Collection Account. All Lease Payments, Casualty Payments,
Termination Payments and other payments relating to a Lease received and so
deposited in the Collection Account shall constitute property of the Issuer,
securing payments on the related Notes (Section 3.02(a)).

     An "Eligible Account" means either (a) an account maintained with a
depository institution or trust company acceptable to each of the Rating
Agencies, or (b) a trust account or similar account maintained with a federal or
state chartered depository institution, which may be an account maintained with
the Trustee.

     A "Casualty Payment" is any payment pursuant to a Lease on account of the
loss, theft, condemnation, governmental taking, destruction, or damage beyond
repair (each, a "Casualty") of any item of Equipment subject thereto which
results, in accordance with the terms of the Lease, in a reduction in the number
or amount of any future Lease Payments due thereunder or in the termination of
the Lessee's obligation to make future Lease Payments thereunder.

     A "Lease Payment" is each periodic installment of rent payable by a Lessee
under a Lease. Casualty Payments, Termination Payments, prepayments of rent
required pursuant to the terms of a Lease at or before the commencement of the
Lease, payments becoming due before the applicable Cut-Off Date and supplemental
or additional payments required by the terms of a Lease with respect to taxes,
insurance, maintenance


                                       35
<PAGE>   38
(including, without limitation any Maintenance Charges), or other specific
charges, (including, without limitation, any Excess Copy Charges and Fee Per
Scan Charges), shall not be Lease Payments hereunder.

     A "Termination Payment" is a payment payable by a Lessee under a Lease upon
the early termination of such Lease (but not on account of a casualty or a Lease
default) which may be agreed upon by the Servicer, acting in the name of the
Issuer, and the Lessee.

     The Trustee shall deposit within two Business Days of receipt the following
funds, as received, into the Collection Account (Section 3.03(a)), including any
funds deposited into the Collection Account from the Reserve Account,
("Available Funds"):

     (a)  Lease Payments due during the prior Due Period (net of any Excess Copy
          Charges, Maintenance Charges and Fee Per Scan Charges);

     (b)  recoveries from Non-Performing Leases to the extent Copelco Capital
          has not substituted Substitute Leases for such Non-Performing Leases
          (except to the extent required to reimburse unreimbursed Servicer
          Advances);

     (c)  late charges received on delinquent Lease payments not advanced by the
          Servicer;

     (d)  proceeds from repurchases by Copelco Capital of Leases as a result of
          breaches of representations and warranties to the extent Copelco
          Capital has not substituted Substitute Leases for such Leases other
          than, with respect to a Warranty Lease, the Residual Warranty
          Payments. "Residual Warranty Payments" means the excess of (a) the
          repurchase price related to the Warranty Lease over (b) the Discounted
          Present Value of the remaining Lease Payments related to the Warranty
          Lease as of the beginning of the Due Period relating to such date of
          determination (plus any amounts previously due and unpaid);

     (e)  proceeds from investment of funds in the Collection Account and the
          Reserve Account, if any;

     (f)  Casualty Payments other than residual casualty payments ("Residual
          Casualty Payments") which are, at any date of determination with
          respect to a Lease, the excess of (a) the Casualty Payment related to
          the Lease over (b) the Discounted Present Value of the remaining Lease
          Payments related to the Lease as of the beginning of the Due Period
          relating to such date of determination (plus any amounts previously
          unpaid);

     (g)  Servicer Advances (as defined herein);

     (h)  Termination Payments to the extent the Issuer does not reinvest such
          Termination Payments in Additional Leases (as defined herein) other
          than Residual Prepayments (as defined below); and

     (i)  proceeds received once the Issuer exercises its right to redeem the
          Notes;

     (j)  to the extent there occurs an Available Funds Shortfall (as defined
          below), funds, if any, on deposit in the Reserve Account to the extent
          of such Available Funds Shortfall.

     Available Funds will not include (a) cash flows realized from the sale or
release of the Equipment following the expiration dates of the Leases, other
than Equipment subject to Non-Performing Leases, (b) Residual Warranty Payments,
(c) Residual Casualty Payments and (d) Residual Prepayments (as defined below)
("Residual Realizations").

     "Residual Prepayments" means, at any date of determination with respect to
a Terminated Lease, the excess of (a) the payment related to the Terminated
Lease over (b) the Discounted Present Value of the remaining Lease Payments of
the Terminated Lease as of the beginning of the Due Period relating to such date
of determination (plus any amounts previously due and unpaid).


                                       36
<PAGE>   39
     RESERVE ACCOUNT. The Trustee will establish and maintain an Eligible
Account (the "Reserve Account"). On the Issuance Date, the Issuer will make an
initial deposit in an amount equal to 1% of the Discounted Present Value of the
Leases as of the Cut-Off Date into the Reserve Account. In the event that
Available Funds (exclusive of amounts on deposit in the Reserve Account) are
insufficient to pay the amounts owing the Servicer, Interest Payments (as
defined herein) on the Notes and the Class A Principal Payment, the Class B
Principal Payment, the Class C Principal Payment, the Class D Principal Payment
and the Class E Principal Payment (such payments, the "Required Payments" and
such shortfall, an "Available Funds Shortfall"), the Trustee will withdraw from
the Reserve Account an amount equal to the lesser of the funds on deposit in the
Reserve Account (the "Available Reserve Amount") and such deficiency. In
addition, on each Payment Date, Available Funds remaining after the payment of
the Required Payments will be deposited into the Reserve Account to the extent
that the Required Reserve Amount exceeds the Available Reserve Amount. The
"Required Reserve Amount" equals the lesser of (a) 1.00% of the Discounted
Present Value of the Leases as of the Cut-Off Date and (b) the then unpaid
principal amounts (the "Outstanding Principal Amount") of the Notes. Any amounts
on deposit in the Reserve Account in excess of the Required Reserve Amount will
be released to the Issuer (Section 3.05(c)).

     DISTRIBUTIONS ON NOTES. Payments on the Notes will commence on _________,
1999. On each Determination Date, the Servicer will determine the Available
Funds and the Required Payments.

     For each Payment Date, the interest due with respect to the Notes will be
the interest that has accrued on such Notes since the last Payment Date (or, in
the case of the first Payment Date, since the Issuance Date), at the applicable
Interest Rates applied to the Outstanding Principal Amount of each Class, after
giving effect to payments of principal to Noteholders on the preceding Payment
Date (or, in the case of the first Payment Date, the Issuance Date), plus all
previously accrued and unpaid interest on the Notes (Section 2.01(c)). Funds in
the Collection Account, together with reinvestment earnings thereon, will be
used by the Trustee to make required payments of principal and interest on the
related Notes (Section 3.03(b)).

     For each Payment Date, Principal Payments due with respect to the Class A
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes will be the Class A Principal Payment, the Class B Principal Payment, the
Class C Principal Payment, the Class D Principal Payment and the Class E
Principal Payment, respectively. In addition, to the extent that the Class B
Floor exceeds the Class B Target Investor Principal Amount, the Class C Floor
exceeds the Class C Target Investor Principal Amount, the Class D Floor exceeds
the Class D Target Investor Principal Amount and/or the Class E Floor exceeds
the Class E Target Investor Principal Amount, Additional Principal shall be
distributed, sequentially, as an additional principal payment on the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
A-5 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class
E Notes until the Outstanding Principal Amount of each Class has been reduced to
zero (Section 3.03(b)).

     Unless an Event of Default (as defined herein) and acceleration of the
Notes has occurred, on or before each Payment Date, the Servicer will instruct
the Trustee to apply or cause to be applied the Available Funds to make the
following payments in the following priority (Section 3.03(b)):

     (a)  to pay the Servicing Fee;

     (b)  to reimburse unreimbursed Servicer Advances (as defined herein) in
          respect of a prior Payment Date;

     (c)  to make Interest Payments, owing on the Class A Notes concurrently to
          the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3
          Noteholders, Class A-4 Noteholders and Class A-5 Noteholders;

     (d)  to make Interest Payments on the Class B Notes;

     (e)  to make Interest Payments on the Class C Notes;

     (f)  to make Interest Payments on the Class D Notes;

     (g)  to make Interest Payments on the Class E Notes;


                                       37
<PAGE>   40
     (h)  to make the Class A Principal Payment to (i) the Class A-1 Noteholders
          only, until the Outstanding Principal Amount on the Class A-1 Notes is
          reduced to zero, then (ii) to the Class A-2 Noteholders only, until
          the Outstanding Principal Amount on the Class A-2 Notes is reduced to
          zero, then (iii) to the Class A-3 Noteholders only, until the
          Outstanding Principal Amount on the Class A-3 Notes is reduced to
          zero, then (iv) to the Class A-4 Noteholders, until the Outstanding
          Principal Amount on the Class A-4 Notes is reduced to zero, and
          finally (v) to the Class A-5 Noteholders, until the Outstanding
          Principal Amount on the Class A-5 Notes is reduced to zero;

     (i)  to make the Class B Principal Payment to the Class B Noteholders;

     (j)  to make the Class C Principal Payment to the Class C Noteholders;

     (k)  to make the Class D Principal Payment to the Class D Noteholders;

     (l)  to make the Class E Principal Payment to the Class E Noteholders;

     (m)  to pay the Additional Principal, if any, as an additional reduction of
          principal to the Class A Noteholders, as provided in Clause (h) above,
          until the Outstanding Principal Amount on all of the Class A Notes has
          been reduced to zero, then to Class B Noteholders until the
          Outstanding Principal Amount on the Class B Notes has been reduced to
          zero, then to the Class C Noteholders until the Outstanding Principal
          Amount on the Class C Notes has been reduced to zero, then to the
          Class D Noteholders until the Outstanding Principal Amount on the
          Class D Notes has been reduced to zero, and finally to the Class E
          Noteholders, until the Outstanding Principal Amounts on the Class E
          Notes has been reduced to zero;

     (n)  to make a deposit to the Reserve Account in an amount equal to the
          excess of the Required Reserve Amount over the Available Reserve
          Amount; and

     (o)  to the Issuer, the balance, if any.

     ADVANCES BY THE SERVICER. Prior to any Payment Date, the Servicer may, but
will not be required to, advance (each, a "Servicer Advance") to the Trustee an
amount sufficient to cover delinquencies on some or all Leases with respect to
prior Due Periods. The Servicer will be reimbursed for such Servicer Advances
from Available Funds on the following Payment Date. See "Distribution on Notes"
above.

     REDEMPTION. The Issuer may, at its option, redeem the Notes, as a whole, at
their principal amount, without premium, together with interest accrued to the
date fixed for redemption if on any payment date the Discounted Present Value of
the Performing Leases is less than or equal to 5% of the Discounted Present
Value of the Leases as of the Cut-Off Date (Sections 2.01). The Issuer will give
notice of such redemption to each Noteholder and the Trustee at least 30 days
before the Payment Date fixed for such prepayment. Upon deposit of funds
necessary to effect such redemption, the Trustee shall pay the remaining unpaid
principal amount on the Notes and all accrued and unpaid interest as of the
Payment Date fixed for redemption. See "Description of the Notes--Redemption."

     EVENTS OF DEFAULT AND NOTICE THEREOF. The following events will be defined
in the Indenture as "Events of Default" with respect to the Notes:

     (a)  default in making Interest Payments when such become due and payable;

     (b)  default in making Principal Payments at Stated Maturity; or

     (c)  insolvency or bankruptcy events relating to the Issuer. (Section 6.01)

     The Indenture will provide that the Trustee shall give the Noteholders
notice of all uncured defaults known to it (the term "default" to include the
events specified above without grace periods) (Sections 6.03 and 7.02).


                                       38
<PAGE>   41
     If an Event of Default occurs, the unpaid principal amount of the related
Notes shall automatically become due and payable together with all accrued and
unpaid interest thereon. The Trustee may, however, if the Event of Default
involves other than non-payment of principal or interest on the Notes, not sell
the related Leases and Equipment unless such sale is for an amount greater than
or equal to the Outstanding Principal Amount of the Notes unless directed to do
so by the holders of 66-2/3% of the then Outstanding Principal Amount of the
Notes (Section 6.03).

     Subsequent to an Event of Default and following any acceleration of the
Notes pursuant to the Indenture, any moneys that may then be held or thereafter
received by the Trustee shall be applied in the following order of priority, at
the date or dates fixed by the Trustee and, in case of the distribution of the
entire amount due on account of principal or interest, upon presentation of the
Notes and surrender thereof:

          First to the payment of all costs and expenses of collection incurred
     by the Trustee and the Noteholders (including the reasonable fees and
     expenses of any counsel to the Trustee and the Noteholders);

          Second if the person then acting as Servicer under the Assignment and
     Servicing Agreement is not Copelco Capital or an affiliate of Copelco
     Capital, to the payment of all Servicer's Fees then due to such person;

          Third first, to the payment of all accrued and unpaid interest on the
     Outstanding Principal Amount of the Class A-1 Notes, Class A-2 Notes, Class
     A-3 Notes, Class A-4 Notes and Class A-5 Notes pro rata to the date of
     payment thereof, including (to the extent permitted by applicable law)
     interest on any overdue installment of interest and principal from the
     maturity of such installment to the date of payment thereof at the rate per
     annum equal to the Class A-1 Interest Rate, Class A-2 Interest Rate, Class
     A-3 Interest Rate, Class A-4 Interest Rate and Class A-5 Interest Rate
     respectively, second to the payment of all accrued and unpaid interest on
     the Outstanding Principal Amount of the Class B Notes to the date of
     payment thereof, including (to the extent permitted by applicable law)
     interest on any overdue installment of interest and principal from the
     maturity of such installment to the date of payment thereof at the rate per
     annum equal to the Class B Interest Rate, third, to the payment of all
     accrued and unpaid interest on the Outstanding Principal Amount of the
     Class C Notes to the date of payment thereof, including (to the extent
     permitted by applicable law) interest on any overdue installment of
     interest and principal from the maturity of such installment to the date of
     payment thereof at the rate per annum equal to the Class C Interest Rate,
     fourth, to the payment of all accrued and unpaid interest on the
     Outstanding Principal Amount of the Class D Notes to the date of payment
     thereof, including (to the extent permitted by applicable law) interest on
     any overdue installment of interest and principal from the maturity of such
     installment to the date of payment thereof at the rate per annum equal to
     the Class D Interest Rate, fifth to the payment of all accrued and unpaid
     interest on the Outstanding Principal Amount of the Class E Notes to the
     date of payment thereof, including (to the extent permitted by applicable
     law) interest on any overdue installment of interest and principal from the
     maturity of such installment to the date of payment thereof at the rate per
     annum equal to the Class E Interest Rate, sixth to the payment of the
     Outstanding Principal Amount of the Class A-1 Notes, seventh, to the
     payment of the Outstanding Principal Amount of the Class A-2 Notes, Class
     A-3 Notes, Class A-4 Notes and Class A-5 Notes pro rata to the date of
     payment thereof, eighth, to the payment of the Outstanding Principal Amount
     of the Class B Notes to the date of payment thereof, ninth, to the payment
     of the Outstanding Principal Amount of the Class C Notes, tenth, to the
     payment of the Outstanding Principal Amount of the Class D Notes, eleventh,
     to the payment of the Outstanding Principal Amount of the Class E Notes;
     provided, that the Noteholders may allocate such payments for interest,
     principal and premium at their own discretion, except that no such
     allocation shall affect the allocation of such amounts or future payments
     received by any other Noteholder;

          Fourth to the payment of amounts due under the Class R-1
     Lease-Residual Backed Notes (the "Class R-1 Notes") and the Class R-2
     Lease-Residual Backed Notes (the "Class R-2 Notes" together with the Class
     R-1 Notes, the "Residual Notes");

          Fifth to the payment of amounts then due the Trustee under the
     Indenture;


                                       39
<PAGE>   42
          Sixth if the person then acting as servicer is Copelco Capital or an
     affiliate of Copelco Capital, to the payment of all Servicer's Fees then
     due to such Person; and

          Seventh to the payment of the remainder, if any, to the Issuer or any
     other person legally entitled thereto (Section 6.06).

     The Issuer will be required to furnish annually to the Trustee, a statement
of certain officers of the Issuer to the effect that to the best of their
knowledge the Issuer is not in default in the performance and observance of the
terms of the Indenture or, if the Issuer is in default, specifying such default
(Section 8.09).

     The Indenture will provide that the holders of 66-2/3% in aggregate
principal amount of the Notes then outstanding will have the right to waive
certain defaults and, subject to certain limitations, to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust power conferred on the Trustee (Sections 6.12). The
Indenture will provide that in case an Event of Default shall occur (which shall
not have been cured or waived), the Trustee will be required to exercise such of
its rights and powers under such Indenture and to use the degree of care and
skill in their exercise that a prudent man would exercise or use in the conduct
of his own affairs (Section 7.01(b)). Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under such
Indenture at the request of any of the Noteholders unless they shall have
offered to the Trustee reasonable security or indemnity (Section 6.12). Upon
request of a Noteholder, the Trustee will provide information as to the
outstanding principal amount of each Class of Notes.

     MODIFICATION OF THE INDENTURE. With certain exceptions, under the
Indenture, the rights and obligations of the Issuer and the rights of the
Noteholders may be modified by the Issuer with the consent of the holders of not
less than 66-2/3% in aggregate principal amount of the Notes then outstanding
under the Indenture; but no such modification may be made if it would result in
the reduction or withdrawal of the then current ratings of the outstanding Notes
and no such modification may be made without the consent of the holder of each
outstanding note affected thereby if it would (a) change the fixed maturity of
any Note, or the principal amount or interest amount payable thereof, or change
the priority of payment thereof or reduce the interest rate or the principal
thereon or change the place of payment where, or the coin or currency in which,
any Note or the interest thereon is payable, or impair the right to institute
the suit for the enforcement of any such payment on or after the maturity
thereof; or (b) reduce the above-stated percentage of Notes, without the consent
of the holders of all Notes then outstanding under such Indenture or (c) modify
any of Section 9.02 of the Indenture except to increase any percentage or
fraction set forth therein or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the holder of each
outstanding note affected thereby; or (d) modify or alter the provisions of the
proviso to the definition of the term "Outstanding" in the Indenture; or (e)
permit the creation of any lien ranking prior to or on a parity with the lien of
the Indenture with respect to any part of the Pledged Assets or, except as
provided in the Indenture, terminate the lien of the Indenture on any property
at any time subject to the Indenture or deprive any Noteholder of the Security
afforded by the lien of the Indenture. (Section 9.02).

     SERVICER EVENTS OF DEFAULT. The following events and conditions shall be
defined in the Assignment and Servicing Agreement as "Servicer Events of
Default":

     (a)  failure on the part of the Servicer to remit to the Trustee within
          three Business Days following the receipt thereof any monies received
          by the Servicer required to be remitted to the Trustee under the
          Assignment and Servicing Agreement;

     (b)  so long as Copelco Capital is the Servicer, failure on the part of
          Copelco Capital to pay to the Trustee on the date when due, any
          payment required to be made by Copelco Capital pursuant to the
          Assignment and Servicing Agreement;

     (c)  default on the part of either the Servicer or (so long as Copelco
          Capital is the Servicer) Copelco Capital in its observance or
          performance in any material respect of certain covenants or agreements
          in the Assignment and Servicing Agreement which failure continues
          unremedied for a period of 30 days after the earlier of (i) the date
          it first becomes known to any officer of Copelco Capital or the
          Servicer, as the case may be, and (ii) the date on which written
          notice thereof requiring the same to be remedied shall have been given
          to


                                       40
<PAGE>   43
          the Servicer or Copelco Capital, as the case may be, by the Trustee,
          or to the Servicer or Copelco Capital, as the case may be, and the
          Trustee by any holder of the Notes;

     (d)  if any representation or warranty of Copelco Capital made in the
          Assignment and Servicing Agreement shall prove to be incorrect in any
          material respect as of the time made; provided, however, that the
          breach of any representation or warranty made by Copelco Capital in
          such Assignment and Servicing Agreement will be deemed to be
          "material" only if it affects the Noteholders, the enforceability of
          the Indenture or of the Notes; and provided, further, that such
          material breach of any representation or warranty made by Copelco
          Capital in such Assignment and Servicing Agreement with respect to any
          of the Leases or the Equipment subject thereto will not constitute a
          Servicer Event of Default if Copelco Capital repurchases such Lease
          and Equipment in accordance with the Assignment and Servicing
          Agreement to the extent provided therein;

     (e)  certain insolvency or bankruptcy events relating to the Servicer;

     (f)  the failure of the Servicer to make one or more payments due with
          respect to aggregate recourse debt or other obligations exceeding
          $5,000,000, or the occurrence of any event or the existence of any
          condition, the effect of which event or condition is to cause (or
          permit one or more persons to cause) more than $5,000,000 of aggregate
          recourse debt or other obligations of the Servicer to become due
          before its (or their) stated maturity or before its (or their)
          regularly scheduled dates of payment so long as such failure, event or
          condition shall be continuing and shall not have been waived by the
          person or persons entitled to performance;

     (g)  a final judgment or judgments (or decrees or orders) for the payment
          of money aggregating in excess of $5,000,000 and any one of such
          judgments (or decrees or orders) has remained unsatisfied and in
          effect for any period of 60 consecutive days without a stay of
          execution.

     SERVICER TERMINATION. So long as a Servicer Event of Default under the
Assignment and Servicing Agreement is continuing, the Trustee shall, upon the
instructions of the holders of 66 2/3% in principal amount of the Notes, by
notice in writing to the Servicer terminate all of the rights and obligations of
the Servicer (but not Copelco Capital's obligations which shall survive any such
termination) under the Assignment and Servicing Agreement (Section 5.01). Upon
the receipt by the Servicer of such written notice, all authority and power of
the Servicer under the Assignment and Servicing Agreement to take any action
with respect to any Lease or Equipment will cease and the same will pass to and
be vested in the Trustee pursuant to and under the Assignment and Servicing
Agreement and the Indenture.


                       PREPAYMENT AND YIELD CONSIDERATIONS

     The rate of principal payments on the Notes, the aggregate amount of each
interest payment on such Notes and the yield to maturity of such Notes are
directly related to the rate of payments on the underlying Leases. The payments
on such Leases may be in the form of scheduled payments, prepayments or
liquidations due to default, casualty and other events, which cannot be
specified at present. Any such payments may result in distributions to
Noteholders of amounts which would otherwise have been distributed over the
remaining term of the Leases. In general, the rate of such payments may be
influenced by a number of other factors, including general economic conditions.
The rate of Principal Payments with respect to any Class may also be affected by
any repurchase of the underlying Leases by Copelco Capital pursuant to the
Assignment and Servicing Agreement. In such event, the repurchase price will
decrease the Discounted Present Value of the Performing Leases, causing the
corresponding weighted average life of the Notes to decrease. See "Risk
Factors--Prepayments."

     In the event a Lease becomes a Non-Performing Lease, a lease subject to
repurchase as a result of a breach of representation and warranty (a "Warranty
Lease") or a lease following a modification or adjustment to the terms of such
Lease (an "Adjusted Lease"), Copelco Capital will have the option to substitute
for the terminated lease another lease of similar characteristics (a "Substitute
Lease") in an aggregate amount not to exceed 10% of the Discounted Present Value
of the Leases as of the Cut-Off Date with respect to Non-Performing Leases and
in an


                                       41
<PAGE>   44
aggregate amount not to exceed 10% of the Discounted Present Value of the Leases
as of the Cut-Off Date with respect to Adjusted Leases and Warranty Leases. In
addition, in the event of an Early Lease Termination which has been prepaid in
full, Copelco Capital will have the option to transfer an additional lease of
similar characteristics (an "Additional Lease"). The Substitute Leases and
Additional Leases will have a Discounted Present Value of the Leases equal to or
greater than that of the Leases being modified and replaced and the monthly
payments on the Substitute Leases or Additional Leases will be at least equal to
those of the terminated Leases through the term of such terminated Leases. In
the event that an Early Lease Termination is allowed by Copelco Capital and a
Substitute Lease is not provided, the amount prepaid will be equal to at least
the Discounted Present Value of the terminated Lease, plus any delinquent
payments.

     The effective yield to holders of the Notes will depend upon, among other
things, the amount of and rate at which principal is paid to such Noteholders.
The after-tax yield to Noteholders may be affected by lags between the time
interest income accrues to Noteholders and the time the related interest income
is received by the Noteholders.

     The following chart sets forth the percentage of the Initial Statistical
Principal Amount (as defined below) of the Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes,
Class D Notes and Class E Notes which would be outstanding on the Payment Dates
set forth below assuming a Conditional Prepayment Rate ("CPR") of 0% and 12%,
respectively, and were calculated using the Statistical Discount Rate. The
"Initial Statistical Principal Amount" of the Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes,
Class D Notes and Class E Notes is $______________, $______________,
$______________, $______________, $______________, $______________,
$______________, $______________ and $______________, respectively. The
"Statistical Class Percentage" for the Class A Notes, Class B Notes, Class C
Notes, Class D Notes and Class E Notes is equal to ____%, ____%, ____%, ____%
and ____%, respectively. Such information is hypothetical and is set forth for
illustrative purposes only. The CPR assumes that a fraction of the outstanding
Series Pool is prepaid on each Distribution Date, which implies that each Lease
in the Series Pool is equally likely to prepay. This fraction, expressed as a
percentage, is annualized to arrive at the Conditional Payment Rate for the
Series Pool. The CPR measures prepayments based on the outstanding Statistical
Discounted Present Value of the Leases, after the payment of all Scheduled
Payments on the Leases during such Due Period. The CPR further assumes that all
Leases are the same size and amortize at the same rate and that each Lease will
be either paid as scheduled or prepaid in full. The amounts set forth below are
based upon the timely receipt of scheduled monthly Lease payments as of the
Cut-Off Date, assume that the Issuer exercises its option to redeem the Notes
and assume the Issuance Date is ___________, 1999 and the first Payment Date is
___________, 1999. The following charts were created using the Statistical Class
Percentage related to the Statistical Initial Principal Amounts of the
respective class.


                                       42
<PAGE>   45
          PERCENTAGE OF THE INITIAL PRINCIPAL AMOUNTS AT THE RESPECTIVE
                              CPR SET FORTH BELOW

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                   0% CPR
                         -------------------------------------------------------------------------------------------------
   PAYMENT DATE          CLASS A-1   CLASS A-2   CLASS A-3   CLASS A-4   CLASS A-5   CLASS B   CLASS C   CLASS D   CLASS E
  --------------         ---------   ---------   ---------   ---------   ---------   -------   -------   -------   -------
<S>                      <C>         <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>
ISSUANCE DATE
[March 19, 1999]                 %           %           %           %           %         %         %         %         %
April 15, 1999
May 15, 1999
June 15, 1999
July 15, 1999
August 15, 1999
September 15, 1999
October 15, 1999
November 15, 1999
December 15, 1999
January 15, 2000
February 15, 2000
March 15, 2000
April 15, 2000
May 15, 2000
June 15, 2000
July 15, 2000
August 15, 2000
September 15, 2000
October 15, 2000
November 15, 2000
December 15, 2000
January 15, 2001
February 15, 2001
March 15, 2001
April 15, 2001
May 15, 2001
June 15, 2001
July 15, 2001
August 15, 2001
September 15, 2001
October 15, 2001
November 15, 2001
December 15, 2001
January 15, 2002
February 15, 2002
March 15, 2002
April 15, 2002
May 15, 2002
June 15, 2002
July 15, 2002
August 15, 2002
September 15, 2002
October 15, 2002
November 15, 2002
December 15, 2002
January 15, 2003
February 15, 2003
March 15, 2003
April 15, 2003
May 15, 2003
June 15, 2003
July 15, 2003

 WEIGHTED AVERAGE
  LIFE(1)(YEARS)
     To Call:
   To Maturity:
</TABLE>


(1)  The weighted average life of a Class A-1 Note, Class A-2 Note, Class A-3
     Note, Class A-4 Note, Class A-5 Note, Class B Note, Class C Note, Class D
     Note, and Class E Note is determined by (a) multiplying the amount of cash
     distributions in reduction of the Outstanding Principal Amount of the
     respective Offered Note by the number of years from the Issuance Date to
     such Payment Date, (b) adding the results, and (c) dividing the sum by the
     respective Initial Principal Amount.


                                       43
<PAGE>   46
          PERCENTAGE OF THE INITIAL PRINCIPAL AMOUNTS AT THE RESPECTIVE
                              CPR SET FORTH BELOW

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                     12% CPR
                         -------------------------------------------------------------------------------------------------
   PAYMENT DATE          CLASS A-1   CLASS A-2   CLASS A-3   CLASS A-4   CLASS A-5   CLASS B   CLASS C   CLASS D   CLASS E
  --------------         ---------   ---------   ---------   ---------   ---------   -------   -------   -------   -------
<S>                      <C>         <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>
ISSUANCE DATE
[March 19, 1999]                 %           %           %           %           %         %         %         %         %
April 15, 1999
May 15, 1999
June 15, 1999
July 15, 1999
August 15, 1999
September 15, 1999
October 15, 1999
November 15, 1999
December 15, 1999
January 15, 2000
February 15, 2000
March 15, 2000
April 15, 2000
May 15, 2000
June 15, 2000
July 15, 2000
August 15, 2000
September 15, 2000
October 15, 2000
November 15, 2000
December 15, 2000
January 15, 2001
February 15, 2001
March 15, 2001
April 15, 2001
May 15, 2001
June 15, 2001
July 15, 2001
August 15, 2001
September 15, 2001
October 15, 2001
November 15, 2001
December 15, 2001
January 15, 2002
February 15, 2002
March 15, 2002
April 15, 2002
May 15, 2002
June 15, 2002
July 15, 2002
August 15, 2002
September 15, 2002
October 15, 2002
November 15, 2002
December 15, 2002
January 15, 2003
February 15, 2003
March 15, 2003
April 15, 2003
May 15, 2003
June 15, 2003
July 15, 2003

 WEIGHTED AVERAGE
  LIFE(1)(YEARS)
     To Call:
   To Maturity:
</TABLE>

(1)  The weighted average life of a Class A-1 Note, Class A-2 Note, Class A-3
     Note, Class A-4 Note, Class A-5 Note, Class B Note, Class C Note, Class D
     Note, and Class E Note is determined by (a) multiplying the amount of cash
     distributions in reduction of the Outstanding Principal Amount of the
     respective Offered Note by the number of years from the Issuance Date to
     such Payment Date, (b) adding the results, and (c) dividing the sum by the
     respective Initial Principal Amount.


                                       44
<PAGE>   47
                             SECURITY FOR THE NOTES

     GENERAL. Repayment of the Notes will be secured by (a) a first priority
security interest in the underlying Leases perfected both by filing UCC
financing statements against the Issuer and Copelco Capital and by taking
possession of the respective Lease documents, (b) a security interest in the
related Equipment owned by the Issuer and an assignment of the Issuer's security
interest in such Equipment subject to Nominal Buy-Out Leases, which security
interest was originally perfected by Copelco Capital (for Equipment with an
original cost in excess of $25,000 which assignment will be recorded in the
manner described below) and (c) all funds in the Collection Account and the
Reserve Account.


                              THE INDENTURE TRUSTEE

     Manufacturers and Traders Trust Company will be the Trustee under the
Indenture. Copelco Capital, as Transferor or Servicer, and its affiliates may
from time to time enter into normal banking and Trustee relationships with the
Trustee and its affiliates. The Trustee, the Servicer and any of their
respective affiliates may hold Notes in their own names. In addition, for
purposes of meeting the legal requirements of certain local jurisdictions, the
Trustee shall have the power to appoint a co-Trustee or a separate Trustee under
the Indenture. In the event of such appointment, all rights, powers, duties and
obligations conferred or imposed upon the Trustee by the Indenture will be
conferred or imposed upon the Trustee and such separate Trustee or co-Trustee
jointly, or in any jurisdiction in which the Trustee shall be incompetent or
unqualified to perform certain acts, singly upon such separate Trustee or
co-Trustee, who shall exercise and perform such rights, powers, duties and
obligations solely at the direction of the Trustee.

     The Trustee may resign at any time, in which event the Issuer will be
obligated to appoint a successor Trustee. The Issuer may also remove each
Trustee if such Trustee ceases to be eligible to continue as such under the
Indenture, fails to perform in any material respect its obligations under such
Indenture, or becomes insolvent. In such circumstances, the Issuer will be
obligated to appoint a successor Trustee. Any resignation or removal of a
Trustee and appointment of a successor Trustee will not become effective until
acceptance of the appointment by the successor Trustee.


                   CERTAIN LEGAL MATTERS AFFECTING A LESSEE'S
                             RIGHTS AND OBLIGATIONS

     GENERAL. The Leases are triple-net leases, requiring the Lessees to pay all
taxes, maintenance and insurance associated with the Equipment, and are
primarily non-cancelable by the Lessees.

     The Leases are "hell or high water" leases, under which the obligations of
the Lessee is absolute and unconditional, regardless of any defense, setoff or
abatement which the Lessee may have against Copelco Capital, as Transferor or
Servicer, the Issuer, or any other person or entity whatsoever.

     Defaults under the Leases are generally the result of failure to pay
amounts when due, failure to observe other covenants in the Lease,
misrepresentations by, or the insolvency, bankruptcy or appointment of a trustee
or receiver for the Lessee under a Lease. The remedies of the lessor (and the
Issuer as assignee) following a notice and cure period are generally to seek to
enforce the performance by the Lessee of the terms and covenants of the Lease
(including the Lessee's obligation to make scheduled payments) or recover
damages for the breach thereof, to accelerate the balance of the remaining
scheduled payments paid to terminate the rights of the Lessee under such Lease.
Although the Leases permit the lessor to repossess and dispose of the related
Equipment in the event of a lease default, and to credit such proceeds against
the Lessee's liabilities thereunder, such remedies may be limited where the
Lessee thereunder is subject to bankruptcy, or other insolvency proceedings.

     UCC AND BANKRUPTCY CONSIDERATIONS. Pursuant to the Assignment and Servicing
Agreement, Copelco Capital will make a capital contribution to the Issuer of the
Leases and Equipment owned by Copelco Capital and subject to the Leases, and
assign its security interests in the Equipment subject to Nominal Buy-Out
Leases. Copelco Capital will warrant that each of the contribution of the Leases
from Copelco Capital to the Issuer


                                       45
<PAGE>   48
is an absolute assignment, that the contributions of its rights in the Equipment
is a valid transfer of Copelco Capital's title to the Equipment and that Copelco
Capital is either the owner of the Equipment or has a valid perfected first
priority security interest in the Equipment (for Leases with leased Equipment
having an original equipment cost in excess of $25,000), including Equipment
subject to Nominal Buy-Out Leases, and accordingly, Copelco Capital has filed
UCC financing statements in its favor against Lessees in respect of all
Equipment in the Series Pool with an original Equipment cost in excess of
$25,000. No action will be taken to perfect the interest of Copelco Capital in
any Equipment in the Series Pool with an original Equipment cost of less than
$25,000. In addition, UCC financing statements identifying security interests in
the Equipment as transferred to, or obtained by, the Issuer or the Trustee and
UCC financing statements identifying equipment owned by Copelco Capital,
transferred to the Issuer and pledged to the Trustee will be filed in favor of
the Issuer or the Trustee in the central filing location for any given state. In
the event of the repossession and resale of Equipment subject to a superior
lien, the senior lienholder would be entitled to be paid the full amount of the
indebtedness owed to it out of the sale proceeds before such proceeds could be
applied to the payment of claims by the Servicer on behalf of the Issuer.
Certain statutory provisions, including federal and state bankruptcy and
insolvency laws, may limit the ability of the Servicer to repossess and resell
collateral or obtain a deficiency judgment in the event of a Lessee default. In
the event of the bankruptcy or reorganization of a Lessee, or Copelco Capital,
as Transferor or Servicer, various provisions of the Bankruptcy Code of 1978, 11
U.S.C Sections 101-1330 (the "Bankruptcy Code"), and related laws may
interfere with, delay or eliminate the ability of Copelco Capital or the Issuer
to enforce its rights under the Leases.

     In the case of operating leases, the Bankruptcy Code grants to the
bankruptcy trustee or the debtor-in-possession a right to elect to assume or
reject any executory contract or unexpired lease. Any rejection of such a lease
or contract constitutes a breach of such lease or contract, entitling the
nonbreaching party to a claim for damages for breach of contract. The net
proceeds from any resulting judgment would be deposited by the Servicer into the
Collection Account and allocated to the Noteholders as more fully described
herein. Upon the bankruptcy of a Lessee, if the bankruptcy trustee or
debtor-in-possession elected to reject a Lease, the flow of scheduled payments
to Noteholders would cease. In the event that, as a result of the bankruptcy of
a Lessee, the Servicer is prevented from collecting scheduled payments with
respect to Leases and such Leases become Non-Performing Leases, no recourse
would be available against Copelco Capital (except for misrepresentation or
breach of warranty) and the Noteholders could suffer a loss with respect to the
Notes. Similarly, upon the bankruptcy of the Issuer, if the bankruptcy trustee
or debtor-in-possession elected to reject a Lease, the flow of Lease payments to
the Issuer and the Noteholders would cease. As noted above, however, the Issuer
has been structured so that the filing of a bankruptcy petition with respect to
it is unlikely. See "The Issuer."

     These UCC and bankruptcy provisions, in addition to the possible decrease
in value of a repossessed item of Equipment, may limit the amount realized on
the sale of Equipment to less than the amount due on the related Lease.


                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The following discussion sets forth the material federal income tax
consequences to the original purchasers of the Offered Notes of the purchase,
ownership and disposition of the Offered Notes. Tax Counsel's opinion does not
purport to deal with all federal tax considerations applicable to all categories
of investors. Certain holders, including insurance companies, tax-exempt
organizations, financial institutions or broker dealers, taxpayers subject to
the alternative minimum tax, and holders that will hold the Offered Notes as
other than capital assets, may be subject to special rules that are not
discussed below. In particular, this discussion applies only to institutional
investors that purchase Offered Notes directly from the Issuer and hold the
Offered Notes as capital assets.

     The discussion that follows, and the opinion set forth below of Dewey
Ballantine LLP, special tax counsel to the Issuer ("Tax Counsel"), are based on
the provisions of the Internal Revenue Code of 1986, as amended (the "Code") and
treasury regulations promulgated thereunder as in effect on the date hereof and
on existing judicial and administrative interpretations thereof. These
authorities are subject to change and to differing interpretations, which could
apply retroactively. The opinion of Tax Counsel is not binding on the courts or
the Internal Revenue Service (the "IRS"). Potential investors should consult
their own tax advisors in determining the federal, state, local, foreign and any
other tax consequences to them of the purchase, ownership and disposition of the
Offered Notes.


                                       46
<PAGE>   49
     Tax Counsel has prepared the following discussion and is of the opinion
that such discussion is correct in all material respects.

     CHARACTERIZATION OF THE OFFERED NOTES AS INDEBTEDNESS. In the opinion of
Tax Counsel, although no transaction closely comparable to that contemplated
herein has been the subject of any treasury regulation, revenue ruling or
judicial decision, based on the application of existing law to the facts as set
forth in the applicable agreements, the Offered Notes will be treated as
indebtedness for federal income tax purposes.

     Although it is the opinion of Tax Counsel that the Offered Notes are
properly characterized as indebtedness for federal income tax purposes, no
assurance can be given that such characterization of the Offered Notes will
prevail. If the Offered Notes were treated as an ownership interest in the
Leases, all income on such Leases would be income to the holders of the Offered
Notes, and related fees and expenses would generally be deductible (subject to
certain limitations on the deductibility of miscellaneous itemized deductions by
individuals) and certain market discount and premium provisions of the Code
might apply to a purchase of the Offered Notes.

     If, alternatively, the Offered Notes were treated as an equity interest in
the Issuer, distributions on the Offered Notes probably would not be deductible
in computing the net income of the Issuer and all or a part of distributions to
the holders of the Offered Notes probably would be treated as partnership income
to those holders.

     TAX CHARACTERIZATION OF THE ISSUER. Tax Counsel is of the opinion that the
Issuer will be characterized as a partnership, so long as it has more then one
owner, and not an association (or publicly traded partnership) taxable as a
corporation for federal income tax purposes.

     TAXATION OF INTEREST INCOME OF NOTEHOLDERS. If characterized as
indebtedness, interest on the Offered Notes will be taxable as ordinary income
for federal income tax purposes when received by Noteholders using the cash
method of accounting and when accrued by Noteholders using the accrual method of
accounting. Noteholders using the accrual method of accounting may be required
to report income for tax purposes in advance of receiving a corresponding cash
distribution with which to pay the related tax. Interest received on the Offered
Notes also may constitute "investment income" for purposes of certain
limitations of the Code concerning the deductibility of investment interest
expense.

     Original Issue Discount. It is not anticipated that the Offered Notes will
have any original issue discount ("OID") other than possibly OID within a de
minimis exception and that accordingly the provisions of sections 1271 through
1273 and 1275 of the Code generally will not apply to the Offered Notes. OID
will be considered de minimis if it is less than 0.25% of the principal amount
of Note multiplied by its expected weighted average life.

     Market Discount. A subsequent purchaser who buys a Note for less than its
principal amount may be subject to the "market discount" rules of Sections 1276
through 1278 of the Code. If a subsequent purchaser of a Note disposes of such
Note (including certain nontaxable dispositions such as a gift), or receives a
principal payment, any gain upon such sale or other disposition will be
recognized, or the amount of such principal payment will be treated, as ordinary
income to the extent of any "market discount" accrued for the period that such
purchaser holds the Note. Such holder may instead elect to include market
discount in income as it accrues with respect to all debt instruments acquired
in the year of acquisition of the Offered Notes and thereafter. Market discount
generally will equal the excess, if any, of the then-current unpaid principal
balance of the Note over the purchaser's basis in the Note immediately after
such purchaser acquired the Note. In general, market discount on a Note will be
treated as accruing over the term of such Note in the ratio of interest for the
current period over the sum of such current interest and the expected amount of
all remaining interest payments, or at the election of the holder, under a
constant yield method. At the request of a holder of a Note, information will be
made available that will allow the holder to compute the accrual of market
discount under the first method described in the preceding sentence.

     The market discount rules also provide that a holder who incurs or
continues indebtedness to acquire a Note at a market discount may be required to
defer the deduction of all or a portion of the interest on such indebtedness
until the corresponding amount of market discount is included in income.

     Notwithstanding the above rules, market discount on a Note will be
considered to be zero if it is less than a de minimis amount, which is 0.25% of
the remaining principal balance of the Note multiplied by its


                                       47
<PAGE>   50
expected weighted average remaining life. If OID or market discount is de
minimis, the actual amount of discount must be allocated to the remaining
principal distributions on the Note and, when each such distribution is
received, capital gain equal to the discount allocated to such distribution will
be recognized.

     Market Premium. A subsequent purchaser who buys a Note for more than its
principal amount generally will be considered to have purchased the Note at a
premium. Such holder may amortize such premium, using a constant yield method,
over the remaining term of the Note and, except as future regulations may
otherwise provide, may apply such amortized amounts to reduce the amount of
interest income reportable with respect to such Note over the period from the
purchase date to the date of maturity of the Note. Legislative history of the
Tax Reform Act of 1986 indicates that the amortization of such premium on an
obligation that provides for partial principal payments prior to maturity should
be governed by the methods for accrual of market discount on such an obligation
(described above). A holder that elects to amortize such premium must reduce tax
basis in the related obligation by the amount of the aggregate deductions (or
interest offsets) allowable for amortizable premium. If a debt instrument
purchased at a premium is redeemed in full prior to its maturity, a purchaser
who has elected to amortize premium should be entitled to a deduction for any
remaining unamortized premium in the taxable year of redemption.

     SALE OR EXCHANGE OF OFFERED NOTES. If a Note is sold or exchanged, the
Transferor of the Note will recognize gain or loss equal to the difference
between the amount realized on the sale or exchange and the adjusted basis of
the Note. The adjusted basis of a Note will generally equal its cost, increased
by any OID or market discount includible in income with respect to the Note
through the date of sale and reduced by any principal payments previously
received with respect to the Note, any payments allocable to previously accrued
OID or market discount and any amortized market premium. Subject to the market
discount rules, gain or loss will generally be capital gain or loss if the Note
was held as a capital asset. Capital losses generally may be used only to offset
capital gains.

     BACKUP WITHHOLDING WITH RESPECT TO OFFERED NOTES. Payments of interest and
principal, together with payments of proceeds from the sale of Offered Notes,
may be subject to the "backup withholding tax" under Section 3406 of the Code at
a rate of 31% if recipients of such payments fail to furnish to the payor
certain information, including their taxpayer identification numbers, or
otherwise fail to establish an exemption from such tax. Any amounts deducted and
withheld from a payment to a recipient would be allowed as a credit against such
recipient's federal income tax. Furthermore, certain penalties may be imposed by
the IRS on a recipient of payments that is required to supply information but
that does not do so in the proper manner.

     FOREIGN INVESTORS IN OFFERED NOTES; CERTAIN U.S. FEDERAL INCOME TAX
DOCUMENTATION REQUIREMENTS. A beneficial owner of Offered Notes holding
securities through CEDEL of Euroclear (or through DTC if the holder has an
address outside the U.S.) will be subject to the 30% U.S. withholding tax that
generally applies to payments of interest (including original issue discount) on
registered debt issued by U.S. Persons (as defined below), unless (i) each
clearing system, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business in the chain of
intermediaries between such beneficial owner and the U.S. entity required to
withhold tax complies with applicable certification requirements and (ii) such
beneficial owner takes one of the following steps to obtain an exemption or
reduced tax rate:

     Exemption for Non-U.S. Persons (Form W-8). Beneficial Owners of Offered
Notes that are Non-U.S. Persons (as defined below) can obtain a complete
exemption from the withholding tax by filing a signed Form W-8 (Certificates of
Foreign Status). If the information shown on Form W-8 changes, a new Form W-8
must be filed within 30 days of such change.

     Exemption for Non-U.S. Persons with effectively connected income (Form
4224). A Non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).

     Exemption or reduced rate for non-U.S. Persons resident in treaty countries
(Form 1001). Non-U.S. Persons residing in a country that has a tax treaty with
the United States can obtain an exemption or reduced tax rate (depending on the
treaty terms) by filing Form 1001 (Ownership, Exemption or Reduced Rate
Certificates). If


                                       48
<PAGE>   51
the treaty provides only for a reduced rate, withholding tax will be imposed at
that rate unless the filer alternatively files Form W-8. Form 1001 may be filed
by Certificate Owners or their agent.

     Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).

     U.S. Federal Income Tax Reporting Procedure. The Owner of a Note or, in the
case of a Form 1001 or a Form 4224 filer, his agent, files by submitting the
appropriate form to the person through whom it holds (the clearing agency, in
the case of persons holding directly on the books of the clearing agency). Form
W-8 and Form 1001 are effective for three calendar years and Form 4224 is
effective for one calendar year.

     On April 22, 1996 the IRS issued proposed regulations relating to
withholding, backup withholding and information reporting that, if adopted in
their current form would, among other things, unify current certification
procedures and forms and clarify certain reliance standards. The regulations are
proposed to be effective for payments made after December 31, 1997 but provide
that certificates issued on or before the date that is 60 days after the
proposed regulations are made final will continue to be valid until they expire.
Proposed regulations, however, are subject to change prior to their adoption in
final form.

     The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity organized in or under
the laws of the United States or any political subdivision thereof, (iii) an
estate that is subject to U.S. federal income tax regardless of the source of
its income. The term "Non-U.S. Person" means any person who is not a U.S.
Person. This summary does not deal with all aspects of U.S. federal income tax
withholding that may be relevant to foreign holders of the Offered Notes.
Investors are advised to consult their own tax advisors for specific tax advice
concerning their holding and disposing of the Offered Notes.

     STATE, LOCAL AND OTHER TAXES. Investors should consult their own tax
advisors regarding whether the purchase of the Offered Notes, either alone or in
conjunction with an investor's other activities, may subject an investor to any
state or local taxes based on an assertion that the investor is either "doing
business" in, or deriving income from a source located in, any state or local
jurisdiction. Additionally, potential investors should consider the state, local
and other tax consequences of purchasing, owning or disposing of a Note. State
and local tax laws may differ substantially from the corresponding federal tax
law, and the foregoing discussion does not purport to describe any aspect of the
tax laws of any state or other jurisdiction. Accordingly, potential investors
should consult their own tax advisors with regard to such matters.

     THE FEDERAL AND STATE INCOME TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A
NOTEHOLDER'S PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE OFFERED NOTES, INCLUDING THE TAX CONSEQUENCES
UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF
CHANGES IN FEDERAL OR OTHER TAX LAWS OR IN THE INTERPRETATIONS THEREOF.


                              ERISA CONSIDERATIONS

     The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements and restrictions on those pension, profit-sharing
and other employee benefits plans to which it applies and on those persons who
are fiduciaries with respect to such plans. In accordance with ERISA's fiduciary
standards, before purchasing the Offered Notes, a fiduciary should determine
whether such an investment is permitted under the documents and instruments
governing the plan and is appropriate for the plan in view of its overall
investment policy and the composition of its portfolio.

     Section 406 of ERISA and Section 4975 of the Code prohibit certain
transactions involving the assets of certain plans subject thereto (each, a
"Benefit Plan") and persons who are "parties in interest," within the meaning of
ERISA, or "disqualified persons," within the meaning of the Code. Certain
transactions involving the purchase, holding or transfer of the Offered Notes
might be deemed to constitute prohibited transactions under ERISA and the Code
if assets of the Issuer were deemed to be assets of a Benefit Plan. Under
regulations issued by


                                       49
<PAGE>   52
the United States Department of Labor set forth in 29 C.F.R. Section 2510.3101
(the "Plan Asset Regulations"), the assets of the Issuer would be treated as
plan assets of a Benefit Plan for the purposes of ERISA and the Code only if the
Benefit Plan acquired an "equity interest" in the Issuer and none of the
exceptions contained in the Plan Asset Regulations is applicable. An equity
interest is defined under the Plan Asset Regulations as an interest other than
an instrument which is treated as indebtedness under applicable local law and
which has no substantial equity features. It is anticipated that the Offered
Notes should be treated as indebtedness without substantial equity features for
purposes of the Plan Asset Regulations. However, even if the Offered Notes are
treated as indebtedness for such purposes, the acquisition or holding of Offered
Notes by or on behalf of a Benefit Plan could be considered to give rise to a
prohibited transaction if the Issuer or any of its affiliates is or becomes a
party in interest or disqualified person with respect to such Benefit Plan. In
this event, certain exemptions from the prohibited transaction rules could be
applicable depending on the type and circumstances of the plan fiduciary making
the decision to acquire a Note. Included among these exemptions are: Prohibited
Transaction Class Exemption ("PTCE") 90-1, regarding investments by insurance
company pooled separate accounts; PTCE 91-38 regarding investments by bank
collective investment funds; PTCE 84-14, regarding transactions effected by
"qualified professional asset managers;" PTCE 95-60, regarding investments by
insurance company general accounts; and PTCE 96-23 regarding transactions
effected by "in-house asset managers". Each investor using assets of a Benefit
Plan which acquires the Offered Notes, or to whom the Offered Notes are
transferred, will be deemed to have represented that the acquisition and
continued holding of the Offered Notes will be covered by one of the exemptions
listed above or another Department of Labor class exemption.

     Insurance companies considering the purchase of the Offered Notes should
also consult their own counsel as to the application of the decision by the
United States Supreme Court in John Hancock Mutual Life Insurance Co. v. Harris
Trust and Savings Bank (510 U.S. 86) to such a purchase. Under that decision,
assets held in an insurance company's general account may be deemed assets of
ERISA plans under certain circumstances.

     Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA)
are not subject to ERISA requirements; however, governmental plans may be
subject to comparable federal, state or local law restrictions.

     Due to the complexity of these rules and the penalties imposed upon persons
involved in prohibited transactions, it is particularly important that a
fiduciary investing assets of an ERISA plan consult with counsel regarding the
consequences under ERISA of the acquisition and holding of Offered Notes,
including the availability of any administrative exemptions from the prohibited
transaction rules.

     The sale of Notes to a Benefit Plan is in no respect a representation by
the Issuer or the Underwriters that this investment meets all relevant legal
requirements with respect to investments by Benefit Plans generally or by a
particular Benefit Plan, or that this investment is appropriate for Benefit
Plans generally or any particular Benefit Plan.


                                  UNDERWRITING

     Under the terms and subject to the conditions set forth in the underwriting
agreement (the "Underwriting Agreement") for the sale of the Offered Notes, the
Issuer has agreed to sell and First Union Capital Markets Corp. ("First Union")
and _______________ ("______________," and together with First Union, the 
"Underwriters") each severally has agreed to purchase the principal amount of 
the Offered Notes set forth below:


                                       50
<PAGE>   53
<TABLE>
<CAPTION>
                                                 ----------
                            FIRST UNION          ----------
                         PRINCIPAL AMOUNT     PRINCIPAL AMOUNT        TOTALS
                         ----------------     ----------------     -----------
<S>                      <C>                  <C>                  <C>
Class A-1 Notes          $                    $                    $
Class A-2 Notes          $                    $                    $
Class A-3 Notes          $                    $                    $
Class A-4 Notes          $                    $                    $
Class A-5 Notes          $                    $                    $
Class B Notes            $                    $                    $
Class C Notes            $                    $                    $
Class D Notes            $                    $                    $
                         ----------------     ----------------     -----------
   Totals                $                    $                    $
</TABLE>

     The Issuer has been advised by Underwriters that the several Underwriters
propose initially to offer the Notes to the public at the respective prices set
forth on the cover page of this Prospectus, and to certain dealers at such
price, less a selling concession not in excess of ____% per Class A-1 Note,
____% per Class A-2 Note, _____% per Class A-3 Note, _____% per Class A-4 Note,
_____% per Class A-5 Note, _____% per Class B Note, _____% per Class C Note and
_____% per Class D Note. The Underwriters may allow and such dealers may reallow
to other dealers, a discount not in excess of _____% per Class A-1 Note, _____%
per Class A-2 Note, _____% per Class A-3 Note, _____% per Class A-4 Note, _____%
per Class A-5 Note, _____% per Class B Note, _____% per Class C Note and _____%
per Class D Note. After the public offering, the public offering price and such
concessions may be changed.

     The Underwriters will each represent and agree that:

     (a)  it has not offered or sold, and, prior to the expiration of six months
          from the Issuance Date, will not offer or sell, any Offered Notes to
          persons in the United Kingdom, except to persons whose ordinary
          activities involve them in acquiring, holding, managing or disposing
          of investments (as principal or agent) for purposes of their business,
          or otherwise in circumstances which have not resulted and will not
          result in an offer to the public in the United Kingdom within the
          meaning of the Public Offers of Securities Regulations 1995;

     (b)  it has complied and will comply with all applicable provisions of the
          Financial Services Act 1986 with respect to anything done by it in
          relation to the Offered Notes in, from or otherwise involving the
          United Kingdom; and

     (c)  it has only issued or passed on and will only issue or pass on in the
          United Kingdom any document received by it in connection with the
          issue of the Offered Notes to a person who is of a kind described in
          Article 11(3) of the Financial Services Act 1986 (Investment
          Advertisements) (Exemptions) Order 1995 or persons to whom such
          document may otherwise lawfully be issued, distributed or passed on.

     The Issuer and Copelco Capital, Inc. have agreed to jointly and severally
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.

     The Issuer has been advised by the Underwriters that the Underwriters
presently intend to make a market in the Offered Notes, as permitted by
applicable laws and regulations. The Underwriters are not obligated, however, to
make a market in the Offered Notes and any such market making may be
discontinued at any time at the sole discretion of the Underwriters.
Accordingly, no assurance can be given as to the liquidity of, or trading
markets for, the Offered Notes.

     The Underwriters may engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to
the Offered Notes in accordance with Regulation M under the


                                       51
<PAGE>   54
Securities Exchange Act of 1934 (the "Exchange Act"). Over-allotment
transactions involve syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase the Offered Notes so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transaction involve purchase of the
Offered Notes in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the Offered Notes
originally sold by such syndicate member are purchased in a syndicate covering
transaction. Such over-allotment transactions, stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the
Offered Notes to be higher than they would otherwise be in the absence of such
transactions. The Seller and the Underwriters do not represent that the
Underwriters will engage in any such transactions. Such transactions, once
commenced, may be discontinued without notice at any time.

     First Union is also serving as the placement agent for the Class E Notes
and the Residual Notes.


                                     EXPERTS

     The balance sheet of Copelco Capital Funding LLC 99-B as of __________,
1999, has been included herein and in the Registration Statement in reliance
upon the report of KPMG LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in auditing and
accounting.


                                  LEGAL MATTERS

     Certain legal matters relating to the Notes will be passed upon for Copelco
Capital, Inc., the Servicer and the Issuer by Spencer N. Lempert, General
Counsel of Copelco Financial Services Group, Inc., and for Copelco Capital, the
Issuer and the Underwriters by Dewey Ballantine LLP, New York, New York.


                           RATING OF THE OFFERED NOTES

     It is a condition to the issuance of the Offered Notes that the Class A-1
Notes be rated at least "P-1", "D-1+" and "F1+/AAA" , that the Class A-2, A-3,
A-4 and A-5 Notes be rated at least "Aaa", "AAA" and "AAA", that the Class B
Notes be rated at least "Aa2", "AA+" and "AA", that the Class C Notes be rated
at least "A2", "A+" and "A" and that the Class D Notes be rated at least "Baa2",
"BBB+" and "BBB" by Moody's Investors Service ("Moody's"), Duff & Phelps Credit
Ratings Co. ("DCR") and Fitch IBCA, Inc. ("Fitch"), respectively (each a "Rating
Agency").

     Such rating will reflect only the views of the Rating Agencies and will be
based primarily on the amount of subordination, the availability of funds on
deposit in the Reserve Account and the value of the Leases and Equipment. The
ratings are not a recommendation to purchase, hold or sell the related Offered
Notes, inasmuch as such ratings do not comment as to market price or suitability
for a particular investor. There is no assurance that any such rating will
continue for any period of time or that it will not be lowered or withdrawn
entirely by the Rating Agencies if, in its judgment, circumstances so warrant. A
revision or withdrawal of such rating may have an adverse affect on the market
price of the Offered Notes. The rating of the Offered Notes addresses the
likelihood of the timely payment of interest and the ultimate payment of
principal on the Offered Notes by the Stated Maturity Date. The rating does not
address the rate of Prepayments that may be experienced on the Leases and,
therefore, does not address the effect of the rate of Lease Prepayments on the
return of principal to the Offered Noteholders.


                                       52
<PAGE>   55
                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Independent Auditors' Report                                                 54

Balance Sheet of the Issuer as of ___________, 1999                          55

Notes to Balance Sheet                                                       56
</TABLE>


                                       53
<PAGE>   56
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Copelco Capital Funding LLC 99-B:

We have audited the accompanying balance sheet of Copelco Capital Funding LLC
99-B (a subsidiary of Copelco Capital, Inc.) as of __________, 1999. This 
financial statement is the responsibility of the Company's management. Our 
responsibility is to express an opinion on this financial statement based on 
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit of a balance sheet includes examining, on a test basis, evidence
supporting the amounts and disclosures in that balance sheet. An audit of a
balance sheet also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audit of the balance sheet
provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Copelco Capital Funding LLC 99-B as
of __________, 1999, in conformity with generally accepted accounting
principles.


KPMG LLP

__________, 1999
New York, New York


                                       54
<PAGE>   57
                        COPELCO CAPITAL FUNDING LLC 99-B
         (an indirect wholly owned subsidiary of Copelco Capital, Inc.)

                                  Balance Sheet

                                __________, 1999


<TABLE>
<S>                                                                                          <C>
                                         Assets

Cash                                                                                         $1,000
                                                                                             $1,000

                                   Stockholders' Equity



Stockholders' Equity
                           Common Stock (authorized 1,000                                     $ 100
                           shares, $1 par value, issued and
                           outstanding 100 shares)
                           Additional paid-in capital                                           900
                                                                                             ------
                                                                                             $1,000
                                                                                             ======
</TABLE>


See accompanying notes to balance sheet.


                                       55
<PAGE>   58
                        COPELCO CAPITAL FUNDING LLC 99-B
         (an indirect wholly owned subsidiary of Copelco Capital, Inc.)

                             Notes to Balance Sheet

                                __________, 1999



(1)      Organization

         Copelco Capital Funding LLC 99-B, a subsidiary of Copelco Capital, 
         Inc. (Copelco Capital), was incorporated in the State of Delaware.

         Copelco Capital Funding LLC 99-B was organized to engage exclusively in
         the following business and financial activities: to acquire equipment
         described in the related equipment lease contracts and to purchase
         equipment leases and lease receivables from Copelco Capital and any of
         its affiliates; to issue and sell notes collateralized by any or all of
         its assets pursuant to one or more indentures between Copelco Capital
         Funding LLC 99-B and an indenture trustee; and to engage in any lawful
         act or activity and to exercise any power that is incidental and is
         necessary or convenient to the foregoing and permitted under Delaware
         law.

(2)      Capital Contribution

         Copelco Capital has made an initial capital contribution of $1,000 to
         Copelco Capital Funding LLC 99-B.


                                       56
<PAGE>   59
                                 INDEX OF TERMS

<TABLE>
<CAPTION>
TERM                                                                                                                    PAGE(S)
<S>                                                                                                                     <C>
Additional Lease.................................................................................................       24, 42
Additional Principal.............................................................................................           33
Adjusted Lease...................................................................................................       24, 41
Assignment and Servicing Agreement...............................................................................           25
Available Funds..................................................................................................           36
Available Funds Shortfall........................................................................................           37
Available Reserve Amount.........................................................................................           37
Bankruptcy Code..................................................................................................           46
Benefit Plan.....................................................................................................           49
Booked Residual Value............................................................................................           25
Casualty.........................................................................................................           35
Casualty Payment.................................................................................................           35
Cede.............................................................................................................           28
CEDEL............................................................................................................           28
Cedel Participants...............................................................................................           29
Class A Initial Principal Amount.................................................................................           31
Class A Noteholders..............................................................................................           28
Class A Notes....................................................................................................           27
Class A Percentage...............................................................................................           34
Class A Principal Payment........................................................................................           33
Class A Target Investor Principal Amount.........................................................................           34
Class A-1 Initial Principal Amount...............................................................................           31
Class A-1 Interest Rate..........................................................................................           28
Class A-1 Noteholders............................................................................................           28
Class A-1 Notes..................................................................................................           27
Class A-1 Stated Maturity Date...................................................................................           32
Class A-2 Initial Principal Amount...............................................................................           31
Class A-2 Interest Rate..........................................................................................           28
Class A-2 Noteholders............................................................................................           28
Class A-2 Notes..................................................................................................           27
Class A-2 Stated Maturity Date...................................................................................           32
Class A-3 Initial Principal Amount...............................................................................           31
Class A-3 Interest Rate..........................................................................................           28
Class A-3 Noteholders............................................................................................           28
Class A-3 Notes..................................................................................................           27
Class A-3 Stated Maturity Date...................................................................................           32
Class A-4 Initial Principal Amount...............................................................................           31
Class A-4 Interest Rate..........................................................................................           28
Class A-4 Noteholders............................................................................................           28
Class A-4 Notes..................................................................................................           27
Class A-4 Stated Maturity Date...................................................................................           32
Class A-5 Initial Principal Amount...............................................................................           31
Class A-5 Interest Rate..........................................................................................           28
Class A-5 Noteholders............................................................................................           28
Class A-5 Notes..................................................................................................           27
Class A-5 Stated Maturity Date...................................................................................           32
Class B Floor....................................................................................................           34
Class B Initial Principal Amount.................................................................................           31
Class B Interest Rate............................................................................................           28
Class B Noteholders..............................................................................................           28
</TABLE>


                                       57
<PAGE>   60
<TABLE>
<S>                                                                                                                         <C>
Class B Notes....................................................................................................           27
Class B Percentage...............................................................................................           34
Class B Principal Payment........................................................................................           33
Class B Stated Maturity Date.....................................................................................           32
Class B Target Investor Principal Amount.........................................................................           34
Class C Floor....................................................................................................           34
Class C Initial Principal Amount.................................................................................           31
Class C Interest Rate............................................................................................           28
Class C Noteholders..............................................................................................           28
Class C Notes....................................................................................................           27
Class C Percentage...............................................................................................           34
Class C Principal Payment........................................................................................           33
Class C Stated Maturity Date.....................................................................................           32
Class C Target Investor Principal Amount.........................................................................           34
Class D Floor....................................................................................................           34
Class D Initial Principal Amount.................................................................................           31
Class D Interest Rate............................................................................................           28
Class D Noteholders..............................................................................................           28
Class D Notes....................................................................................................           27
Class D Percentage...............................................................................................           34
Class D Principal Payment........................................................................................           33
Class D Stated Maturity Date.....................................................................................           32
Class D Target Investor Principal Amount.........................................................................           34
Class E Floor....................................................................................................           35
Class E Initial Principal Amount.................................................................................           31
Class E Interest Rate............................................................................................           28
Class E Noteholders..............................................................................................           33
Class E Notes....................................................................................................           27
Class E Percentage...............................................................................................           34
Class E Principal Payment........................................................................................           34
Class Floors.....................................................................................................           34
Class R-1 Notes..................................................................................................           39
Class R-2 Notes..................................................................................................           39
clearing agency..................................................................................................           28
clearing corporation.............................................................................................           28
Code.............................................................................................................           46
Collection Account...............................................................................................           35
Cooperative......................................................................................................           30
Copelco Capital..................................................................................................           11
Copelco Credit...................................................................................................           20
Copelco Financial................................................................................................           20
Copelco Leasing..................................................................................................           20
Cost per Copy....................................................................................................           21
CPR..............................................................................................................           42
Cumulative Loss Amount...........................................................................................           35
Cut-Off Date.....................................................................................................           11
DCR..............................................................................................................           52
Definitive Notes.................................................................................................           31
Depositaries.....................................................................................................           28
Determination Date...............................................................................................           32
Discount Rate....................................................................................................           31
Discounted Present Value of the Leases...........................................................................           31
Discounted Present Value of the Performing Leases................................................................           31
DTC..............................................................................................................           28
Due Period.......................................................................................................           32
Dun & Bradstreet.................................................................................................           23
</TABLE>


                                       58
<PAGE>   61
<TABLE>
<S>                                                                                                                     <C>
Early Lease Termination..........................................................................................           24
Eligible Account.................................................................................................           35
Equipment........................................................................................................           11
Equipment Financing Portion......................................................................................           21
ERISA............................................................................................................           49
Euroclear........................................................................................................           28
Euroclear Operator...............................................................................................           30
Euroclear Participants...........................................................................................           29
Events of Default................................................................................................           38
Excess Copy Charge...............................................................................................           21
Fee Per Scan Charges.............................................................................................           22
First Union......................................................................................................           50
Fitch............................................................................................................           52
Fixed Payment....................................................................................................           21
Group............................................................................................................           20
HILL.............................................................................................................           21
Holders..........................................................................................................           31
Indenture........................................................................................................           27
Indirect Participants............................................................................................           28
Industry.........................................................................................................           30
Initial Principal Amount.........................................................................................           27
Initial Statistical Principal Amount.............................................................................           42
Interest Accrual Period..........................................................................................           32
Interest Payments................................................................................................           32
Interest Rate....................................................................................................           28
IRS..............................................................................................................           46
Issuance Date....................................................................................................           11
Issuer...........................................................................................................           11
Lease Contract...................................................................................................           11
Lease Payment....................................................................................................           35
Lease Receivables................................................................................................           11
Leases...........................................................................................................           11
Lessee...........................................................................................................           11
Lessees..........................................................................................................           11
Maintenance Charge...............................................................................................           21
Manager..........................................................................................................           26
Moody's..........................................................................................................           52
Non-Performing Leases............................................................................................       11, 32
Non-U.S. Person..................................................................................................           49
Notes............................................................................................................           27
Offered Noteholders..............................................................................................           28
Offered Notes....................................................................................................           27
OID..............................................................................................................           47
Origination Groups...............................................................................................           11
Outstanding Principal Amount.....................................................................................           37
Outstanding Principal Amounts....................................................................................           32
Overcollateralization Balance....................................................................................           35
Participants.....................................................................................................           28
Payment Date.....................................................................................................           25
PILL.............................................................................................................           21
Plan Asset Regulations...........................................................................................           50
Pledged Assets...................................................................................................           12
Principal Payments...............................................................................................           33
PTCE.............................................................................................................           50
Rating Agency....................................................................................................           52
</TABLE>


                                       59
<PAGE>   62
<TABLE>
<S>                                                                                                                 <C>
Record Date......................................................................................................           32
Required Payments................................................................................................           37
Required Reserve Amount..........................................................................................           37
Reserve Account..................................................................................................           37
Residual Casualty Payments.......................................................................................           36
Residual Notes...................................................................................................           39
Residual Prepayments.............................................................................................           36
Residual Realizations............................................................................................           36
Residual Warranty Payments.......................................................................................           36
SBU..............................................................................................................           20
Series Pool......................................................................................................           11
Servicer.........................................................................................................           11
Servicer Advance.................................................................................................           38
Servicer Events of Default.......................................................................................           40
Servicing Fee....................................................................................................           25
Statistical Class Percentage.....................................................................................           42
Statistical Discount Rate........................................................................................           32
Statistical Discounted Present Value of the Leases...............................................................           32
Substitute Lease.................................................................................................       24, 41
SYSTEMS..........................................................................................................           30
Tax Counsel......................................................................................................           46
Termination Payment..............................................................................................           36
Terms and Conditions.............................................................................................           30
Transferor.......................................................................................................           25
Trustee..........................................................................................................           25
U.S. Person......................................................................................................           49
Underwriters.....................................................................................................           50
Underwriting Agreement...........................................................................................           50
Vendor...........................................................................................................           21
Warranty Lease...................................................................................................   24, 25, 41
</TABLE>


                                       60
<PAGE>   63
                                        $

                                 Copelco Capital
                                Funding LLC 99-B


                               P R O S P E C T U S



  
                        FIRST UNION CAPITAL MARKETS CORP.




                             Dated __________, 1999







Until 90 days after the date of this prospectus, all dealers that effect
transactions in the Offered Notes, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.


                          $__________ _____% Class A-1
                               Lease-Backed Notes




                          $__________ _____% Class A-2
                               Lease-Backed Notes




                          $__________ _____% Class A-3
                               Lease-Backed Notes




                          $__________ _____% Class A-4
                               Lease-Backed Notes




                          $__________ _____% Class A-5
                               Lease-Backed Notes




                           $__________ _____% Class B
                               Lease-Backed Notes



                           $__________ _____% Class C
                               Lease-Backed Notes



                           $__________ _____% Class D
                               Lease-Backed Notes
<PAGE>   64
                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS



ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following is an itemized list of the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder other
than underwriting discounts and commissions.

<TABLE>
<S>                                                                               <C>
  Registration Fee..................................................              $ 155,000.00
  Printing and Engraving Expenses...................................                 60,000.00
  Trustee's Fees....................................................                 30,000.00
  Legal Fees and Expenses...........................................                175,000.00
  Blue Sky Fees and Expenses........................................                 15,000.00
  Accountants' Fees and Expenses....................................                 35,000.00
  Rating Agency Fees................................................                230,000.00
  Miscellaneous Fees................................................                 30,000.00
                                                                                  ------------
  Total.............................................................              $ 730,000.00
                                                                                  ============
</TABLE>



ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Delaware Limited Liability Company Act (Section 18-108) gives Delaware
limited liability companies broad powers to indemnify and hold harmless any
member or manager or other person from and against any and all claims and
demands whatsoever. The Company shall, to the fullest extent permitted by the
Act, indemnify and hold harmless, and advance expenses to, each member or
manager against any losses, claims, damages or liabilities to which the
Indemnified party may become subject in connection with any matter arising from,
related to, or in connection with, the Company's business or affairs.

     Copelco Financial Services Group, Inc. has also purchased liability
policies which indemnify the Registrant's manager(s) against loss arising from
claims by reason of their legal liability for acts as officers and directors,
subject to limitations and conditions as set forth in the policies.

     Pursuant to agreements which the Registrant may enter into with
underwriters or agents (forms of which will be included as exhibits to this
Registration Statement), officers and directors of the Registrant, and
affiliates thereof, may be entitled to indemnification by such underwriters or
agents against certain liabilities, including liabilities under the Securities
Act of 1933, arising from information which has been or will be furnished to the
Registrant by such underwriters or agents that appears in the Registration
Statement or any Prospectus.


                                      II-1
<PAGE>   65


ITEM 16.  EXHIBITS AND FINANCIAL STATEMENTS

               (a)  Exhibits

<TABLE>
<S>                              <C>
                   1.1    *  --  Form of Underwriting Agreement for the Offered Notes.

                   3.1    *  --  Certificate of Formation of the Issuer.

                   3.2    *  --  Form of Limited Liability Company Agreement of the Issuer

                   4.1    *  --  Form of Indenture, including forms of the Notes and certain other
                                 related agreements as Exhibits thereto.

                   5.1    *  --  Opinion of Dewey Ballantine LLP regarding the securities being
                                 registered.

                   8.1    *  --  Opinion of Dewey Ballantine LLP regarding the tax treatment of the
                                 Notes.

                  10.1    *  --  Form of Assignment and Servicing Agreement.

                  10.2    *  --  Form of Placement Agent Agreement.

                  23.1    *  --  Consent of Dewey Ballantine LLP is included in the opinion filed as
                                 Exhibit 5.1 hereto.

                  23.2    *  --  Consent of Independent Auditor.

                  24.1    *  --  Power of Attorney (Included on Page II-4 hereof).

                  25.1    *  --  Statement of Eligibility and Qualification of Trustee (Form T-1).

                  99.1    *  --  Computational Materials.
</TABLE>


*To Be Provided by Amendment


               (b)  All financial statements, schedules and historical financial
                    information have been omitted as they are not applicable.


ITEM 17.  UNDERTAKINGS

                    The undersigned Registrant hereby undertake:

                    (a)  That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                    (b)  That, for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared effective.


                                      II-2
<PAGE>   66
                    (c)  That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.


                                      II-3
<PAGE>   67
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mount Laurel, State of
New Jersey, on March 1, 1999.

                        COPELCO CAPITAL FUNDING LLC 99-B,
                               Registrant

                           By: COPELCO MANAGER, INC.
                               as Manager of the Registrant

                           By  /s/ Ian J. Berg
                               -----------------------------------
                               Name:  Ian J. Berg
                               Title: Chief Executive Officer and Acting Chief
                                        Financial Officer

     Each person whose signature appears below constitutes and appoints Stephen
W. Shippie as his/her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him/her in his/her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Form S-1 and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
such attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities indicated on the dates indicated below.

             Signature                Title                            Date
            /s/ Ian J. Berg           Chairman of the Board        April 5, 1999
- -----------------------------------   Director
            Ian J. Berg


            /s/ John Hakemian         Director                     April 5, 1999
- -----------------------------------
            John Hakemian


            /s/ Tadayuki Seki         Director                     April 5, 1999
- -----------------------------------
            Tadayuki Seki



                                      II-4


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