<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K
Annual report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Fiscal year ended December 31, 1997
GOVERNMENT BACKED TRUST T-3
(Exact name of Registrant as specified
in its governing instrument)
State or other jurisdiction of incorporation:
New York
Commission File Number:
0-17334
IRS Employer Identification No.:
13-3544136
c/o The Chase Manhattan Bank
Corporate Trustee Administration
450 West 33rd Street
New York, New York 10001
(212) 946-8608
_________________________
(Address, including zip code, and telephone number of principal
executive offices )
Securities Registered Pursuant to Section 12(g) of the Act :
9.625% Current Coupon Certificates, Class T-3
( Title of Class )
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports ) , and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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DOCUMENTS INCLUDED AS EXHIBITS
Semiannual Report as of May 15, 1997 Exhibit B
Semiannual Report as of November 17, 1997 Exhibit C
Annual Report as of December 31, 1997 Exhibit D
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Part I
Item 1. Business
Not Applicable .
Item 2. Properties .
See list of assets set forth in Exhibit A.
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters .
(a) Market Information .
Certificates are not traded on any market or exchange.
(b) Holders .
The number of registered holders for Current Coupon
Certificates, Class T-3 on December 31, 1997 was 4.
(c) Dividends .
$40,592,562.50 distributed to holders for Current Coupon
Certificates, Class T-3 on May 15, 1997.
$39,216,428.13 distributed to holders for Current Coupon
Certificates, Class T-3 on November 17, 1997.
Item 6. Selected Financial Data
Not Applicable.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations .
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Not Applicable .
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
Not Applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation .
Not Applicable.
Item 12 . Security Ownership of Certain Beneficial Owners and
Management
(a) Security ownership of certain beneficial owners.
________________________________________________________________________
(1) Title of (2) Name and (3) Amount and (4) Percent
Class address nature of of class
of benefi- Beneficial
cial owner ownership
______________________________________________________________________________
Current Coupon Cede & Co. $192,090,000 99.99%
Certificates, P.O. Box 20
Class T-3 Bowling Green Station
New York, NY 10004
________________________________________________________________________________
(b) Security ownership of management
Not Applicable.
(c) Changes in control.
Not Applicable.
<PAGE>
Item 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others.
Not Applicable.
(b) Certain business relationships.
Not Applicable .
(c) Indebtedness of management .
Not Applicable .
(d) Transactions with promoters.
Not Applicable .
PART IV
Item 14. Exhibits, Financial Schedules, Reports on Form 8-K.
(a) The following is a list of documents filed as part
of this report :
Exhibit Document
A List of Assets held
by Trust on
December 31, 1997
B Semiannual Report
as of May 15, 1997
C Semiannual Report as
of November 17, 1997
D Annual Report as of
December 31, 1997
(b) Not applicable
(c) Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Government Backed Trust T-3
(Registrant)
By : ______Dennis Kildea____________________
Assistant Vice President
Date : March 31, 1998 .
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
By : ______Marcus Gustafson____________
Vice President
Date : March 31, 1998
By : ______Dennis Kildea_____________________
Assistant Vice President
Date : March 31, 1998 .
<PAGE>
Exhibit A
THE REPUBLIC OF TURKEY
GOVERNMENT TRUST T-3
U. S. Government Securities
Maturity Par Amount Coupon
May 15, 1998 3,785,000 0.000
November 15, 1998 3,647,000 0.000
May 15, 1999 3,509,000 0.000
November 15, 1999 3,371,000 0.000
May 15, 2000 3,233,000 0.000
November 15, 2000 2,771,000 0.000
May 15, 2001 1,438,000 0.000
November 15, 2001 789,000 0.000
May 15, 2002 335,000 0.000
Government of Turkey T-3 Note
Principal Amount Rate of
Outstanding Interest Due Date
$192,110,000.00 9.6307% May 15, 2002
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Exhibit B
THE CHASE MANHATTAN BANK
450 West 33rd Street
New York , New York 10001
Trustee's Semiannual Report
To the Holders of
Government Backed Trust T-3 9.625% Current Coupon Certificates
( Republic of Turkey FMS Refinancing )
and
Defense Security Assistance Agency
The Pentagon
Washington , DC 20301-2800
Attention of the Comptroller, DSAA
i. On May 15, 1997, the Certificate Payment Date, the aggregate amount
distributed to the Holders was $40,592,562.50. The portions thereof allocable
to the principal and interest payments on the Related Note was $36,532,562.50
and to payments from the Securities Trust was $4,060,000.00.
ii. The aggregate Initial Amount of the Certificates issued by such Trust and
remaining outstanding after such distribution is $220,705,000.00.
iii. The unpaid principal amount of the Related Note following such
distribution is $220,705,000.00.
iv. The sum of the amount referred to in (i) above, plus the amount paid to
the Trustee in respect of the Trustee's fees and expenses was not less than
the sum of ninety percent (90%) of the amount required to have been paid by
the Borrower on the Related Note(s) on the immediately preceding Note Payment
Date plus the payment received by the Trustee from the related Securities
Trust on the Certificate Payment Date.
No Payment Default has occurred and is continuing since our previous report.
To the best of my knowledge and belief, this Semiannual Report is complete
and accurate.
By: __________________
Dennis Kildea
Trust Officer
Report dated as of May 15, 1997
(Tax ID No. 13-3544136)
<PAGE>
Exhibit C
THE CHASE MANHATTAN BANK
450 West 33rd Street
New York , New York 10001
Trustee's Semiannual Report
To the Holders of:
Government Backed Trust T-3 9.625% Current Coupon Certificates
( Republic of Turkey FMS Refinancing )
and
Defense Security Assistance Agency
The Pentagon
Washington , DC 20301-2800
Attention of the Comptroller, DSAA
i. On November 17, 1997, the Certificate Payment Date, the aggregate amount
distributed to the Holders was $39,216,428.13. The portions thereof allocable
to the principal and interest payments on the Related Note was $35,294,428.13
and to payments from the Securities Trust was $3,922,000.00.
ii. The aggregate Initial Amount of the Certificates issued by such Trust
and remaining outstanding after such distribution is $192,110,000.00.
iii. The unpaid principal amount of the Related Note following such
distribution is $192,110,000.00.
iv. The sum of the amount referred to in (i) above, plus the amount paid to
the Trustee in respect of the Trustee's fees and expenses was not less than
the sum of ninety percent (90%) of the amount required to have been paid by
the Borrower on the Related Note(s) on the immediately preceding Note Payment
Date plus the payment received by the Trustee from the related Securities
Trust in respect of such Certificate Payment Date.
No Payment Default has occurred and is continuing since our previous report.
To the best of my knowledge and belief, this Semiannual Report is complete
and accurate.
All capitalized terms used herein have the meanings assigned to them in the
Declaration of Trust dated as of November 30, 1988.
By: __________________
Dennis Kildea
Trust Officer
Report dated as of November 17, 1997
(Tax ID No. 13-3544136)
<PAGE>
Exhibit D
THE CHASE MANHATTAN BANK
450 West 33rd Street
New York, New York 10001
Trustee's Annual Report
To the holders of:
- - Government Backed Trust T-3 9.625% Current Coupon Certificates, Class T-3
(Republic of Turkey FMS Refinancing)
- - Defense Security Assistance Agency
The Pentagon
Washington, D.C. 20301-2800
Attention of the Comptroller , DSAA
i. During the year ending December 31, 1997, $79,808,990.63
was distributed to the holders of the Current Coupon Certificates
and this amount is allocable as follows:
a. 90% from interest and principal payments made on the Republic of
Turkey Promissory Note on May 1, 1997 and November 3, 1997.
b. 10% from the proceeds of maturities of United States Treasury Strips
due May 15, 1997 and November 15, 1997.
ii. The aggregate Initial Amount of the Certificates issued by such Trust
and remaining outstanding after such distributions is $192,110,000.00.
iii. The unpaid principal amount of the Republic of Turkey Promissory
Note following the May 15, 1997 and November 17, 1997
distributions is $192,110,000.00.
iv. The sum of the amount referred to in (i), above, plus the amount paid
to the Trustee in respect of the Trustee's fees and expenses was not less
than the sum of ninety percent (90%) of the amount required to have been paid
by the Borrower on the Related Note(s) on the immediately preceding Note
Payment Dates plus the payment received by the Trustee from the Related
Securities Trust in respect of such Certificate Payment Dates.
Please be advised that no Payment Default has occurred and is continuing with
respect to the May 15, 1997 and November 17, 1997 Certificate Payment Dates.
There have been no payments under the Guaranty with respect to the May 1,
1997 and November 3, 1997 Note Payment Dates next preceding the May 15,
1997 and November 17, 1997 Certificate Payment Dates.
To the best of my knowledge and belief, this Annual Report is complete
and accurate. All capitalized terms used herein have the meanings assigned
to them in the Declaration of Trust dated as of November 30, 1988.
By ___________________________
Dennis Kildea
Assistant Vice President
Report dated as of December 31, 1997
Tax I.D. No. 13-3544136
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REPORT OF INDEPENDENT AUDITORS
The Chase Manhattan Bank, Trustee
Government Backed Trust T-3
We have audited the accompanying Distribution Report of Government Backed
Trust T-3 as of December 31, 1997 and for the year then ended. This schedule
is the responsibility of the Trustee. Our responsibility is to express an
opinion on this schedule 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 Distribution Report is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Distribution Report.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
schedule presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the Distribution Report referred to above presents fairly,
in all material respects, amounts distributed to certificate holders, the
aggregate initial amount of certificates outstanding, the unpaid principal
amount of the promissory note and funds compared with amounts distributed
from Government Backed Trust T-3 at December 31, 1997 and for the year
then ended, in conformity with generally accepted accounting principles.
Ernst & Young LLP
March 5, 1998
<PAGE>
DISTRIBUTION REPORT
GOVERNMENT BACKED TRUST T-3
As of and for the Year Ended December 31, 1997
I. During the year ended December 31, 1997, $79,808,990.63 was
distributed to the Holders of the Current Coupon Certificates and
this amount is allocable as follows:
1. 90% from principal and interest payments made on the Republic
of Turkey Promissory Note on May 1, 1997 and November 3, 1997.
2. 10% from the proceeds of maturities of United States Treasury
Strips due May 15, 1997 and November 15, 1997.
II. The aggregate Initial Amount of Certificates issued by the Trust
outstanding after the May 15, 1997 and November 17, 1997
distributions is $192,110,000.00.
III. The unpaid principal amount of the Republic of Turkey Promissory
Note following the May 15, 1997 and November 15, 1997 distributions
is $192,110,000.00.
IV. The amount in (I) above, together with the Trustee's fees and
expenses, is no less than the sum of 90% of the amounts paid by the
Republic of Turkey on the Note on May 1, 1997 and November 3, 1997
and the payments received by the Trustee from the Securities Trust
on May 15, 1997 and November 17, 1997.
See notes to distribution report.
<PAGE>
NOTES TO DISTRIBUTION REPORT
GOVERNMENT BACKED TRUST T-3
December 31, 1997
NOTE A--ORGANIZATION AND OPERATION
Government Backed Trust T-3 (the Trust) was formed in November 1988 by
The Chase Manhattan Bank (Successor to Chemical Bank), as Trustee, to issue
Certificates (see Note B), the proceeds of which were used to loan funds
evidenced by a Note (see Note C) from the Republic of Turkey (Borrower)
and to purchase a beneficial interest in a government securities trust
(Securities Trust), for which The Chase Manhattan Bank also acts as Trustee.
The Trust was created for the limited purpose of conducting transactions
relating to the Certificates, the Note and the Securities Trust. All
capitalized terms used in the Distribution Report are as defined in the
Declaration of Trust dated as of November 30, 1988.
NOTE B--CURRENT COUPON CERTIFICATES
The Trust issued 9.625% Current Coupon Certificates (the Certificates) with
an aggregate principal amount of $262,102,000. Each Certificate represents
an undivided fractional interest in the Trust. Holders of the Certificates
are entitled to receive distributions semi-annually on each May 15 and
November 15. The Trust is required to distribute to the Certificate holders
all funds held by the Trust, which would consist of an amount equal to 90%
of the principal and interest required to be paid by the Borrower on the
related Note (see Note C), any payments received with respect to the Guaranty
(see Note C), and payments from the related Securities Trust, less amounts
paid to the Trustee for periodic fees and expenses. The government
securities held for the benefit of the Trust consist of U.S. Treasury Strips
and are calculated to provide the Trust on or before each Certificate
Payment Date with funds equal to at least 10% of the principal and/or
interest payment due on the related Note on the next preceding Note Payment
Date.
Distributions are equivalent to the interest and principal that would be
payable on debt securities with an original aggregate principal amount of
$262,102,000 and with a nominal interest rate of 9.625% and principal
amortization as follows:
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NOTES TO DISTRIBUTION REPORT--Continued
GOVERNMENT BACKED TRUST T-3
NOTE B--CURRENT COUPON CERTIFICATES--Continued
Maturity Date Aggregate Maturity
of Series Amount of Series
May 15, 1998 28,595,000
November 15, 1998 28,595,000
May 15, 1999 28,595,000
November 15, 1999 28,595,000
May 15, 2000 28,585,000
November 15, 2000 25,337,000
May 15, 2001 13,238,000
November 15, 2001 7,376,000
May 15, 2002 3,194,000
___________
Total $ 192,110,000
NOTE C--PROMISSORY NOTES
Interest of 9.6307% is payable by the Borrower semi-annually on each Note
Payment Date, which is the tenth business day before a Certificate Payment
Date (see Note B). Principal is payable by the Borrower ten business days
prior to each Certificate Payment Date in amounts equal to the principal
due to certificate holders as detailed in Note B.
The Borrower is required to remit to the Trust 100% of the amounts of
principal and interest due on the Note. However, to the extent that these
payments from the Borrower and payments from the related Securities Trust,
less the amounts paid to the Trustee for periodic fees and expenses, exceed
the required Certificate Payment, the excess funds will be returned to the
Borrower semi-annually. Should a draw be made on the Guaranty, any
excess funds would be remitted to the Defense Security Assistance Agency
of the Department of Defense.
The United States of America, acting through the Defense Security Assistance
Agency of the Department of Defense, has guaranteed the punctual payment
of 90% of all principal and interest due on the Notes.
