UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
J.P. Morgan Structured Finance Corp. (Registrant)/
Guaranteed Export Trust-PDVSA 1996-A (Issuer)
(Exact Name of Registrant as Specified in Charter)
Delaware 33-76482 13-3761270
(State of Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
c/o Bankers Trust Company, As Trustee
Four Albany Street
New York, New York 10006
(Address of Principal Executive Offices) (Zip Code)
Trustee's telephone number, including area code:
(212) 250-2500
Securities registered pursuant to section 12(g) of the Act:
6.55% Certificates Due 2004, Series 1996-A,
Guaranteed Export Trust-PDVSA 1996-A
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act
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. [X] Yes [ ] No
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to certificateholders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes.
FORMS 8-K DATED JUNE 15, 1996 AND DECEMBER 15, 1996.
PART I
Item 2. Properties
Description of the Promissory Notes and Supporting Guarantee
Pursuant to the Declaration of Trust relating to the issuance
of Guaranteed Export Trust-PDVSA 1996-A (the "Trust") on June 15, 1996, J.P.
Morgan Structured Finance Corp., the depositor, delivered to the Trust
seventeen treasury rate notes of Maraven, S.A. (each treasury rate note, a
"Promissory Note" and, collectively, the "Promissory Notes"), which will be
amortized in 16 equal installments of principal of $13,709,154.85 and one
other installment of 13,707,290.40. Such principal payment will be made on
June 15 and December 15 of every year, beginning on June 15, 1996 and ending
on June 15, 2004. These Promissory Notes have a fixed interest rate of 6.55%.
The Promissory Notes' aggregate principal balance outstanding as of December
31, 1996 was $205,635,458.30. Such Promissory Notes were acquired by the
Trust simultaneously with the issuance by the Trust of 6.55% certificates due
2004, Series 1996-A (the "Certificates") that were authenticated by the
Certificate Registrar. The Certificates are designed to pass through to the
holders principal and interest payments on the Promissory Notes.
Pursuant to the Declaration of Trust and through the
acquisition by the Trust of the Promissory Notes and the issuance by the Trust
of the Certificates, 100% of all scheduled amounts of principal and interest
due on the Certificates will be guaranteed (the "Guarantee") by the
Export-Import Bank of the United States ("Eximbank"), an independent agency of
the government of the United States of America. Such Guarantee is backed by
the full faith and credit of the United States of America.
In addition, Maraven, S.A. has entered into a Liquidity
Agreement (the "Liquidity Agreement") with the Private Export Funding
Corporation ("PEFCO") whereby PEFCO has irrevocably agreed to make advances on
behalf of Maraven, S.A. to the Trustee with respect to any deficiencies on the
amounts due under the Promissory Notes.
Item 3. Legal Proceedings
There were no legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the certificateholders for
voting.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
1. Cede & Co. is the only certificateholder of record as of
the end of the reporting year.
There were 32 participants at the Depository Trust Company that
are the beneficial holders of the Certificates.
2. Principal market in which the Certificates are traded:
The Certificates are not traded on any public market.
3. Aggregate Principal and Interest distributed on the
Certificates:
For the period commencing June 15, 1996 and ending
December 31, 1996, the following amount was distributed to the
certificateholders:
Principal Interest
--------- --------
$27,418,309.70 $9,134,066.64
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures: Information required by Item 304 of Reg. S-K.
There were no changes in and/or disagreements with Accountants
on Accounting and Financial Disclosures.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information as required by subparagraph (a)(3) of Item 403 Reg.
S-K.
None.
Item 13. Certain Relationships and Related Transactions
Information as required by subparagraph (a)(3) of Item 404 Reg.
S-K.
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Exhibit A -- Form 8-K dated June 15, 1996 and
December 15, 1996
(incorporated by reference)
Exhibit B -- Auditor's Report
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Guaranteed Export Trust-PDVSA 1996-A has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
GUARANTEED EXPORT TRUST-PDVSA 1996-A
By: Bankers Trust Company, as Trustee
January 29, 1997 By: /s/ Louis Bodi
---------------
Name: Louis Bodi
Title: Vice President
EXHIBIT B
GUARANTEED EXPORT TRUST-PDVSA 1996-A
FINANCIAL STATEMENTS
DECEMBER 31, 1996
GUARANTEED EXPORT TRUST-PDVSA 1996-A
FINANCIAL STATEMENTS
DECEMBER 31, 1996
CONTENTS
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flows 4
Notes to Financial Statements 5-6
Paul Cuomo & Company
Certified Public Accountants
11 East 44th Street
Suite 1500
New York, NY 10017
Telephone: (212) 983-6409 Telecopy: (212) 687-1414
INDEPENDENT AUDITOR'S REPORT
Bankers Trust Company, as Trustee
Guaranteed Export Trust-PDVSA 1996-A
We have audited the accompanying statement of financial position of Guaranteed
Export Trust- PDVSA 1996-A (the "Trust") as of December 31, 1996 and the related
statements of operations and cash flows for the period from April 29, 1996
(issuance of the Trust's certificates) to December 31, 1996. These financial
statements are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements 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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Trust as of December 31,
1996 and the results of its operation and its cash flows for the period then
ended in conformity with generally accepted accounting principles.
New York, New York
January 29, 1997 /s/ Paul Cuomo & Company
GUARANTEED EXPORT TRUST-PDVSA 1996-A
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 1996
ASSETS
Interest receivable $ 598,628
Notes receivable 205,635,458
------------------
$ 206,234,086
==================
LIABILITIES AND CERTIFICATES
Interest payable to Certificateholders $ 598,628
------------------
Total liabilities 598,628
Certificates 205,635,458
------------------
$ 206,234,086
==================
The accompanying notes are an integral part of the financial
statements.
GUARANTEED EXPORT TRUST-PDVSA 1996-A
STATEMENT OF OPERATIONS
PERIOD ENDED DECEMBER 31, 1996
REVENUE
Interest income $ 9,732,694
EXPENSES
Interest expense 9,732,694
----------------
NET INCOME $ -
================
The accompanying notes are an integral part of the financial
statements.
GUARANTEED EXPORT TRUST-PDVSA 1996-A
STATEMENT OF CASH FLOWS
PERIOD ENDED DECEMBER 31, 1996
OPERATING ACTIVITIES
Net income $ -
Increase in interest receivable (598,628)
Increase in interest payable 598,628
----------------
Net cash provided by operating activities -
----------------
INVESTING ACTIVITIES
Proceeds from matured notes 27,418,310
----------------
Net cash provided by investing activities 27,418,310
----------------
FINANCING ACTIVITIES
Payment on certificates (27,418,310)
----------------
Net cash used in financing activities (27,418,310)
----------------
CHANGE IN CASH -
CASH AT BEGINNING OF PERIOD -
----------------
CASH AT END OF PERIOD $ -
================
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period $ $9,134,066
================
The accompanying notes are an integral part of the financial
statements.
GUARANTEED EXPORT TRUST-PDVSA 1996-A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. DESCRIPTION OF THE TRUST
The Guaranteed Export Trust-PDVSA 1996-A (the "Trust")
was established pursuant to a Declaration of Trust between Bankers
Trust Company, not in its individual capacity but only as Trustee
(the "Trustee") and J.P. Morgan Structured Finance Corp. (the
"Depositor") for the primary purpose of acquiring and holding seventeen
promissory notes, totaling $233,053,768 issued by Maraven, S.A. (the
"Obligor") and issuing certificates of beneficial interest to
investors. The aggregate purchase price of the Certificates equals 100%
of the principal amount of the promissory notes. Certificateholders own
undivided fractional interests in the Trust and are entitled to receive
semiannual payments of principal and interest due on the promissory
notes in proportion to their ownership interests. The Obligor's
obligation under the promissory notes are unconditionally guaranteed by
Petroleos de Venezuela, S.A. ("PDVSA"). The Obligor is a subsidiary of
PDVSA. In addition, each promissory note is also 100% guaranteed, as to
payments of principal and interest, by the Export-Import Bank of the
United States (Eximbank) backed by the full faith and credit of the
United States of America.
Principal payments on the seventeen 6.55% promissory notes
will be due in sixteen (16) equal semiannual installments of
$13,709,154.85 and one final installment of $13,709,290.40. Such
payment will be made on each Note Payment Date, June 15 and December 15
of every year, beginning on June 15, 1996 and ending on June 15, 2004.
The Trust also is a beneficiary of a separate irrevocable
Liquidity Facility. The Liquidity Facility is in an amount equal to the
scheduled payment of principal and interest and will be available to be
drawn by the Trustee in the event that the Obligor and PDVSA default in
their obligations to make any required payment of principal and
interest on the Note Payment Date. This Facility only provides
liquidity to the Trust and is entitled to reimbursement from amounts
paid to the Trust under the Eximbank guarantee.
Basis of Presentation
The accompanying financial statements for the trust have been
prepared on the accrual basis of accounting. Interest income receivable
and payable have been calculated and are reflected in the financial
statements.
Cash and Cash Equivalents
The Trust considers all highly liquid investments with
maturities of three months or less to be cash equivalents.
GUARANTEED EXPORT TRUST-PDVSA 1996-A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. DESCRIPTION OF THE TRUST (continued)
Administrative Expenses
All fees and expenses of the Trust will be paid by the
Obligor under a separate contractual obligation.
In the event the Certificateholders are not paid in full all
amounts due on the Certificates and such nonpayment or partial payment
is due to a breach by Eximbank of its obligations, the Trustee will be
indemnified for any loss, liability or expense sustained as a result of
the breach except to the extent that the losses incurred resulted from
the Trustee's own negligence.
2. CERTIFICATES
At December 31, 1996 there were approximately $205,635,458 in
Certificates outstanding. The Certificates carry an interest rate of
6.55%. Distributions of principal is in sixteen equal installments of
$13,709,154.85 and a seventeenth, and last, installment of
$13,707,290.42. Payments of principal and interest on the Certificates
are made every June 15 and December 15. Payments of principal and
interest commenced on June 15, 1996 and will end June 15, 2004.
The Certificates represents beneficial interests in the assets
of the Trust only. The Certificates are not obligations of or
guaranteed by the United States of America or any governmental agency
nor are they obligations of or guaranteed by the Obligor, PDVSA, the
Depositor, the Liquidity Provider or the Trustee or any affiliate of
the foregoing.
3. FEDERAL INCOME TAXES
No provision has been made for federal income taxes because
the Trust will be treated as a Grantor Trust for federal income tax
purposes, and the Certificateholders will be treated as beneficial
owners of fractional undivided interests in the assets of the Trust.
