As filed with the Securities and Exchange Commission on November 2, 1999
Registration No. 333-10970
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 4
TO
FORM F-1
Registration Statement under the Securities Act of 1933
Gracechurch Card Gracechurch Receivables Barclaycard Funding PLC
Funding (No. 1) PLC Trustee Limited
(Exact name of Registrants as specified in their charters)
England and Wales Jersey, Channel Islands England and Wales
(State or other jurisdiction of incorporation or organisation)
----------------------
200 Aldersgate Street, One The Forum 54 Lombard Street,
London EC1A 4JJ, Grenvillle Street, St. Helier, London EC3P 3AH
United Kingdom Jersey JE4 8PP United Kingdom
44-171-600-1000 44-1534-814814 44-171-699-5000
(Address, including zip code, and telephone number, including area code, of
principal executive offices of Registrants)
6189 None
(Primary Standard Industrial (I.R.S. Employer
Classification Code Numbers) Identification Numbers)
Patricia Ryan Guarino
Barclays Bank PLC
222 Broadway
New York, New York 20038
(212)-412-1383
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies to:
Paul Weiffenbach Kevin Ingram
Orrick, Herrington & Sutcliffe Clifford Chance
1 Threadneedle Street 200 Aldersgate Street
London EC2R 8AW London EC1A 4JJ
United Kingdom United Kingdom
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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, 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
Title of each class amount to be Proposed maximum offering aggregate Amount of
of securities to be registered registered (1) price per unit (2) offering price (1) registration fee(4)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Floating Rate Asset-Backed Notes, Class A $900,000,000 100% $900,000,000 $250,200
Floating Rate Asset-Backed Notes, Class B $50,000,000 100% $50,000,000 $13,900
Medium Term Notes (3)
Investor Certificates(3)
===============================================================================================================================
</TABLE>
(1) Includes an indeterminate amount of securities that are to be offered or
sold in connection with market-making activities by Barclays Capital Inc.,
an affiliate of the transferor and servicer.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act.
(3) Gracechurch Receivables Trustee Limited is the registrant for the Investor
Certificates, Barclaycard Funding PLC is the registrant for the Medium Term
Notes and Gracechurch Card Funding (No. 1) PLC is the registrant for the
Class A Notes and the Class B Notes. The Investor Certificates and the
Medium Term Notes are being issued to Barclaycard Funding PLC and
Gracechurch Card Funding (No. 1) PLC, respectively, and will be the primary
sources of payments on the Class A Notes and the Class B Notes. The Medium
Term Notes and the Investor Certificates are not being offered directly to
investors.
(4) Previously paid.
The registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrants
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 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemised list of the estimated expenses (expressed in
U.S. dollars on an exchange rate of L0.60705 to U.S.$1.00) to be incurred in
connection with the offering of the securities being offered in this prospectus
other than underwriting discounts and commissions.
<TABLE>
<CAPTION>
<S> <C>
Registration Statement Fee $264,100*
Printing and Engraving Expenses............................... 98,839
Trustee's Fees and Expenses................................... 45,301
Legal Fees and Expenses....................................... 1,224,776
Accountants' Fees and Expenses................................ 82,366
Rating Agency Fees............................................ 543,613
Listing Fees.................................................. 49,419
Miscellaneous Fees and Expenses............................... 207,561
--------------
Total........................................................ $ 2,515,975
==============
</TABLE>
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* Actual.
Item 15. Indemnification of Directors and Officers.
Indemnification. Under the laws which govern the organization of the
registrant, the registrant has the power and in some instances may be required
to provide an agent, including an officer or director, who was or is a party or
is threatened to be made a party to certain proceedings, with indemnification
against certain expenses, judgements, fines, settlements and other amounts
under certain circumstances.
Issuer
Pursuant to section 142 of the Articles of Association of Gracechurch Card
Funding (No. 1) PLC, every person who is or was a director, alternate director
or secretary of the issuer shall be indemnified out of the assets of the issuer
against all costs, charges, losses and liabilities incurred by him in the
proper execution of his duties or the proper exercise of his powers,
authorities and discretions. This includes a liability incurred:
* defending proceedings, whether civil or criminal, in which judgement is
given in his favour or in which he is acquitted, or which are otherwise
disposed of without a finding or admission of material breach of duty on
his part; or
* in connection with any application in which relief is granted to him by
the court from liability for negligence, default, breach of duty or
breach of trust in relation to the affairs of the issuer.
The board of directors may exercise all powers of the issuer to purchase
and maintain insurance for the benefit of a person who is or was:
* a director, alternate director, secretary or auditor of the issuer or of
a company which is or was a subsidiary undertaking of the issuer or in
which the issuer has or had an interest whether direct or indirect: or
* trustee of a retirement benefits scheme or other trust in which a person
referred to in the preceding paragraph is or has been interested,
* indemnifying him against liability for negligence, default, breach of
duty or breach of trust or other liability which may lawfully be insured
against by the issuer.
MTN Issuer
Pursuant to section 43 of the Articles of Association of Barclaycard
Funding PLC, each person who is a director, alternate director or secretary of
the MTN issuer must be indemnified out of the assets of the MTN issuer against
all costs, charges, losses and liabilities incurred by him in the proper
execution of his duties or the proper exercise of his powers, authorities and
discretions. This includes a liability incurred:
* defending proceedings, whether civil or criminal, in which judgement is
given in his favour or in which he is acquitted, or which are otherwise
disposed of without a finding or admission of material breach of duty on
his part; or
* in connection with any application in which relief is granted to him by
the court from liability for negligence, default, breach of duty or
breach of trust in relation to the affairs of the MTN issuer.
II-1
<PAGE>
The board of directors may exercise all the powers of the MTN issuer to
purchase and maintain insurance for the benefit of a person who is or was:
* a director, alternate director, secretary or auditor of the MTN issuer or
of a company which is or was a subsidiary undertaking of the MTN issuer
or in which the MTN issuer has or had an interest whether direct or
indirect: or
* trustee of a retirement benefits scheme or other trust in which a person
referred to in the preceding paragraph is or has been interested,
indemnifying him against liability for negligence, default, breach of duty or
breach of trust or other liability which may lawfully be insured against by the
MTN issuer.
Receivables Trustee
Pursuant to section 27 of the Articles of Association of Gracechurch
Receivables Trustee Limited, in so far as the law allows, every present or
former officer of the receivables trustee will be indemnified out of the assets
of the receivables trustee against any loss or liability incurred by him by
reason of being or having been an officer.
Pursuant to a letter dated 29 October, 1999 from Barclays to the directors
of the Receivables Trustee, Barclays has agreed to indemnify the directors of
the Receivables Trustee and all officers, employees, servants or duly appointed
agents of Bedell & Cristin Trust Company Limited against any and all actions,
proceedings, accounts, claims, demands, liabilities or losses, including all
and any costs and expenses incurred in connection with them, which may be
brought, made or threatened by any person against any of them directly or
indirectly in connection with the approval and/or signing of this
registration statement on Form F-1 and/or the information contained in it.
Directors and Officers' Liability Insurance
Directors serving at the behest of Barclays are covered to the extent of
claims made against them for any of the following actual or alleged breach of
duty, error, neglect, mis-statement, misleading statement, omission, breach of
warranty of authority or other act committed or attempted by any director in
that capacity or any matter claimed against them by reason of their status as a
director. This cover -- of up to L20,000,000 -- operates only in excess of any
directors' cover or indemnity provided by the company of which it is acting as
director.
Item 16. Exhibits.
<TABLE>
<CAPTION>
<S> <C>
1.1 --- Form of Underwriting Agreement for the Class A Notes and Class B Notes.*
3.1 --- Memorandum and Articles of Association of Gracechurch Card Funding (No.1) PLC.*
3.2 --- Memorandum and Articles of Association of Barclaycard Funding PLC.*
3.3 --- Memorandum and Articles of Association of Gracechurch Receivables Trustee Limited.*
4.1 --- Form of Declaration of Trust and Trust Cash Management Agreement.*
4.2 --- Form of Series 99-1 Supplement to Declaration of Trust and Trust Cash Management
Agreement.*
4.3 --- Form of Security Trust and Cash Management Deed.*
4.4 --- Form of Trust Deed.*
4.5 --- Form of Deed of Charge.*
4.6 --- Form of Paying Agency and Agent Bank Agreement.*
4.7 --- Form of Class A Note.*
4.8 --- Form of Class A MTN.*
4.9 --- Form of Class B Note.*
4.10 --- Form of Class B MTN.*
4.11 --- Form of Series 99-1 MTN Supplement.*
4.12 --- Form of Depository Agreement.*
4.13 --- Form of Beneficiaries Servicing Agreement.*
5.1 --- Opinion of Clifford Chance with respect to validity.*
8.1 --- Opinion of Orrick Herrington & Sutcliffe LLP with respect to U.S. tax matters.*
8.2 --- Opinion of Clifford Chance with respect to U.K. tax matters.
10.1 --- Form of Receivables Securitisation Agreement.*
10.2 --- Form of Class A Dollar Swap Agreement.*
10.3 --- Form of Class B Dollar Swap Agreement.*
10.4 --- Form of Expenses Loan Agreement.*
23.1 --- Consent of Clifford Chance (included in Exhibits 5.1 and 8.2).*
23.2 --- Consent of Orrick Herrington & Sutcliffe LLP (included in Exhibit 8.1).*
23.3 --- Consent of PriceWaterhouseCoopers.*
24.1 --- Powers of Attorney.*
25.1 --- Statement of Eligibility of Trustee (form T-1).*
</TABLE>
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* Previously filed.
II-2
<PAGE>
Item 17. Undertakings.
Each of the undersigned registrants hereby undertakes as follows:
(a) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") 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 this indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against these liabilities, other than
payment by a 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 that 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 the indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of the issue.
(b) For purposes of determining any liability under the Act, 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 Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
(c) For purposes of determining any liability under the Act, each post-
effective amendment that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities offered in it, and
the offering of those securities at that time will be deemed to be the
initial bona fide offering of them.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gracechurch
Card Funding (No. 1) PLC, a Registrant, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-1
and has duly caused this Amendment No. 4 to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorised, in the City
of London, England, on 2 November, 1999.
Gracechurch Card
Funding (No. 1) PLC,
As Issuer of the Notes
By: /s/Peter Crook
----------------------------------
Name: Peter Crook
Title: Director
As required by the Securities Act of 1933, this Amendment No. 4 to the
Registration Statement has been signed on 2 November, 1999 by the following
persons in the capacities for Gracechurch Card Funding (No. 1) PLC indicated.
Signature Title
--------- -----
/s/Peter Crook
- ------------------------------------- Director (Principal Financial Officer,
Peter Crook Principal Executive Officer and
Principal Accounting Officer)
* Director
- -------------------------------------
David Roger Finney
* Director
- -------------------------------------
Brian Donald Needham
*By: /s/Peter Crook
--------------------------------
Peter Crook
Attorney-in-Fact
Powers of Attorney appointing Peter Crook to execute the Registration
Statement and any amendments thereto on behalf of the above-named individuals
were previously filed with the Securities and Exchange Commission.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Barclaycard
Funding PLC, a Registrant, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-1 and has duly
caused this Amendment No. 4 to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorised, in the City of London,
England, on 2 November, 1999.
BARCLAYCARD FUNDING PLC
As Issuer of the Medium
Term Notes.
By: /s/Peter Crook
----------------------------------
Name: Peter Crook
Title: Director
As required by the Securities Act of 1933, this Amendment No. 4 to the
Registration Statement has been signed on 2 November, 1999 by the following
persons in the capacities for Barclaycard Funding PLC indicated.
Signature Title
--------- -----
/s/Peter Crook Director (Principal
---------------------------------- Financial Officer,
Peter Crook Principal Executive Officer and
Principal Accounting Officer)
* Director
- -------------------------------------
David Roger Finney
* Director
- -------------------------------------
Brian Donald Needham
*By: /s/Peter Crook
--------------------------------
Peter Crook
Attorney-in-Fact
Powers of Attorney appointing Peter Crook to execute the Registration
Statement and any amendments thereto on behalf of the above-named individuals
were previously filed with the Securities and Exchange Commission.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gracechurch
Receivables Trustee Limited, a Registrant, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-1
and has duly caused this Amendment No. 4 to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorised, in the City
of London, England, on 2 November, 1999.
Gracechurch Receivables Trustee Limited
on behalf of the receivables trust
By: /s/Peter Crook
-----------------------------------
Name: Peter Crook
Title: Director
As required by the Securities Act of 1933, this Amendment No. 4 to the
Registration Statement has been signed on 2 November, 1999 by the following
persons in the capacities for Gracechurch Receivables Trustee Limited
indicated.
Signature Title
--------- -----
/s/Peter Crook Director (Principal Financial Officer,
- ------------------------------------- Principal Executive Officer and
Peter Crook Principal Accounting Officer)
/s/Richard Gerwat Director
- -------------------------------------
Richard Gerwat
II-6
<PAGE>
AUTHORIZED REPRESENTATIVE
/s/Michael J. Wade
- -------------------------------------
Michael J. Wade
As the duly authorized representative in the United States of Barclaycard
Funding PLC, Gracechurch Card Funding (No.1) PLC and Gracechurch Receivables
Trustee Limited.
Date: 2 November, 1999
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit
Number Description of Document
- --------- ------------------------------------------------------------------------
1.1 --- Form of Underwriting Agreement for the Class A Notes and Class B Notes.*
3.1 --- Memorandum and Articles of Association of Gracechurch Card Funding (No.1) PLC.*
3.2 --- Memorandum and Articles of Association of Barclaycard Funding PLC.*
3.3 --- Memorandum and Articles of Association of Gracechurch Receivables Trustee Limited.*
4.1 --- Form of Declaration of Trust and Trust Cash Management Agreement.*
4.2 --- Form of Series 99-1 Supplement to Declaration of Trust and Trust Cash Management
Agreement.*
4.3 --- Form of Security Trust and Cash Management Deed.*
4.4 --- Form of Trust Deed.*
4.5 --- Form of Deed of Charge.*
4.6 --- Form of Paying Agency and Agent Bank Agreement.*
4.7 --- Form of Class A Note.*
4.8 --- Form of Class A MTN.*
4.9 --- Form of Class B Note.*
4.10 --- Form of Class B MTN.*
4.11 --- Form of Series 99-1 MTN Supplement.*
4.12 --- Form of Depository Agreement.*
4.13 --- Form of Beneficiaries Servicing Agreement.*
5.1 --- Opinion of Clifford Chance with respect to validity.*
8.1 --- Opinion of Orrick Herrington & Sutcliffe LLP with respect to U.S. tax matters.*
8.2 --- Opinion of Clifford Chance with respect to U.K. tax matters.
10.1 --- Form of Receivables Securitisation Agreement.*
10.2 --- Form of Class A Dollar Swap Agreement.*
10.3 --- Form of Class B Dollar Swap Agreement.*
10.4 --- Form of Expenses Loan Agreement.*
23.1 --- Consent of Clifford Chance (included in Exhibits 5.1 and 8.2).*
23.2 --- Consent of Orrick Herrington & Sutcliffe LLP (included in Exhibit 8.1).*
23.3 --- Consent of PriceWaterhouseCoopers.*
24.1 --- Powers of Attorney.*
25.1 --- Statement of Eligibility of Trustee (form T-1).*
</TABLE>
- ----------
* Previously filed.
HMS/B1227/19290/SES/JAE 2 November 1999
Gracechurch Card Funding (No.1) PLC
200 Aldersgate Street
London
EC1A 4JJ
and
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London
E14 4BB
Dear Sirs
Gracechurch Card Funding (No.1) PLC
1. We have acted as United Kingdom tax counsel for Gracechurch Card Funding
(No.1) PLC, a public limited company incorporated in England and Wales (the
"Issuer"), in connection with the preparation of the Registration Statement
on Form F-1 (the "Registration Statement"), which has been filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for the registration under the Act of class A notes
and class B notes (together, the "Notes") representing asset backed
obligations of the Issuer. The Notes are to be issued pursuant to a trust
deed, governed by English law (the "Trust Deed") between the Issuer and the
Bank of New York acting through its London branch, as trustee,
substantially in the form filed as exhibit 4.5 to the Registration
Statement.
2. Based on certain assumptions which cannot be verified before closing, and
subject to (a) finalisation of documents including those which are exhibits
to the Registration Statement of which the prospectus relating to the Notes
(the "Prospectus") forms a part in a form which is satisfactory to us and
not inconsistent with the descriptions in the body of the Prospectus, and
(b) the reservations below, we confirm that, under current
1
<PAGE>
UK law, the statements set forth in the Prospectus under the headings
"Prospectus Summary: United Kingdom Tax Status" and "United Kingdom
Taxation Treatment of the Notes", to the extent that they constitute
matters of law or legal conclusions with respect thereto, are correct in
all material respects and we further confirm and adopt the opinions set
forth in the Prospectus under those headings.
3. The opinion set forth is subject to the following reservations:
(a) the statements concerning United Kingdom tax consequences contained in
the Prospectus do not purport to discuss all possible United Kingdom
tax ramifications of the proposed issuance and are limited to the
matters expressly referred to in those statements; and
(b) our opinion is confined to the matters expressly referred to 2. above
and is based on United Kingdom law and Inland Revenue practice as at
today's date. For the avoidance of doubt, we do not express any
opinion on the laws of any jurisdiction other than the UK, or in
relation to any UK tax or legal aspects (other than the matters
expressly referred to in 2. above).
4. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Clifford Chance
under the captions "Legal Matters", "Prospectus Summary: United Kingdom Tax
Status" and "United Kingdom Taxation Treatment of the Notes" in the
Prospectus. In giving such consent, we do not admit that we are "experts",
within the meaning of the term used in the Act or the rules and regulations
of the Securities and Exchange Commission issued thereunder, with respect
to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
5. This opinion shall be governed by and construed in accordance with English
law.
Yours faithfully
\s\Clifford Chance
Clifford Chance
2
