<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 TRUST P-3
(Exact name of Registrant as specified
in its governing instrument)
State or other jurisdiction of incorporation:
New York
Commission File Number:
0-17487
IRS Employer Identification No.:
13-6938173
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 :
Zero Coupon Certificates, Class P-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
Annual Report as of December 31, 1997 Exhibit C
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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 .
There were no registered holders for Zero Coupon
Certificates, Class P-3 on December 31, 1997.
(c) Dividends .
$18,701,000.00 distributed to holders for Zero Coupon
Certificates, Class P-3 on May 15, 1997.
Item 6. Selected Financial Data
Not Applicable.
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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.
Not Applicable.
(b) Security ownership of management
Not Applicable.
(c) Changes in control.
Not Applicable.
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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 Annual Report as of
December 31, 1997
(b) Not applicable
(c) Not applicable
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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 Trust P-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 .
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Exhibit A
ISLAMIC REPUBLIC OF PAKISTAN
GOVERNMENT TRUST P-3
U. S. Government Securities
Maturity Par Amount Coupon
None
Government of Pakistan P-3 Note
Principal Amount Rate of
Outstanding Interest Due Date
$ 0
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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 Trust P-3 Zero Coupon Certificates
( Islamic Republic of Pakistan 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 $18,701,000.00. The portions thereof allocable
to the principal and interest payments on the Related Note was $16,831,000.00
and to payments from the Securities Trust was $1,870,000.00.
ii. The aggregate Initial Amount of the Certificates issued by such Trust and
remaining outstanding after such distribution is $0.00.
iii. The unpaid principal amount of the Related Note following such
distribution is $ 0.00.
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. 13-6938173)
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Exhibit C
THE CHASE MANHATTAN BANK
450 West 33rd Street
New York, New York 10001
Trustee's Annual Report
To the holders of:
- - Government Trust P-3 Zero Coupon Certificates, Class P-3
(Islamic Republic of Pakistan 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, $18,701,000.00
was distributed to the holders of the Zero Coupon Certificates
and this amount is allocable as follows:
a. 90% from principal and interest payments made on the Islamic Republic
of Pakistan Promissory Note on May 1, 1997.
b. 10% from the proceeds of maturities of United States Treasury Strips and/
or coupon interest from same due May 15, 1997.
ii. The aggregate Initial Amount of the Certificates issued by such Trust
and remaining outstanding after such distribution is $0.00.
iii. The unpaid principal amount of the Islamic Republic of Pakistan
Promissory Note following the May 15, 1997 distribution
is $0.00.
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 Certificate Payment Date.
There have been no payments under the Guaranty with respect to the May 1,
1997 Note Payment Dates next preceding the May 15, 1997 Certificate
Payment Date.
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 January 15, 1989.
By ___________________________
Dennis Kildea
Assistant Vice President
Report dated as of December 31, 1997
Tax I.D. No. 13-6938173
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REPORT OF INDEPENDENT AUDITORS
The Chase Manhattan Bank, Trustee
Government Trust P-3
We have audited the accompanying Distribution Report of Government Trust P-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 Trust P-3 at December 31, 1997 and for the year then ended,
in conformity with generally accepted accounting principles.
Ernst & Young LLP
March 5, 1998
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DISTRIBUTION REPORT
GOVERNMENT TRUST P-3
As of and for the Year Ended December 31, 1997
I. During the year ended December 31, 1997, $18,701,000 was distributed
to the Holders of the Zero Coupon Certificates and this amount is
allocable as follows:
1. Approximately 90% from principal and interest payments made on
The Islamic Republic of Pakistan Promissory Note on May 1,
1997.
2. Approximately 10% from the proceeds of maturities of United
States Treasury Securities due May 15, 1997.
II. The aggregate Initial Amount of Certificates issued by the Trust
outstanding after the May 15, 1997 distribution is $0.
III. The unpaid principal amount of The Islamic Republic of Pakistan
Promissory Note following the May 15, 1997 distribution is $0.
IV. The amount in (I) above, together with the Trustee's fees and
expenses, is approximately equal to the sum of 90% of the amounts
paid by The Islamic Republic of Pakistan on the Note on April 30,
1997 and the payments received by the Trustee from the Securities
Trust on May 15, 1997.
See notes to distribution report.
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NOTES TO DISTRIBUTION REPORT
GOVERNMENT TRUST P-3
December 31, 1997
NOTE A--ORGANIZATION AND OPERATION
Government Trust P-3 (the Trust) was formed in January 1989 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 Islamic Republic of Pakistan (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 January 15, 1989.
NOTE B--ZERO COUPON CERTIFICATES
The Trust issued Zero Coupon Certificates (the Certificates) with an aggregate
principal amount of $339,745,000. Each Certificate represents an interest
in specific payments of principal and/or interest on the assets of the Trust.
The Holder of each of the Certificates is entitled to receive a single payment
on the date indicated in such Certificate. 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 Securities 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. No distributions remain as of
December, 1997.
NOTE C--PROMISSORY NOTE
After the May 15, 1997 payment, the Promissory Note was paid in full.
