<PAGE>
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
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to _________
Commission file number 33-85474
U.S. Trade Trust Series 1996-A
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Illinois 13-3778761
(State of other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)
c/o LaSalle National Bank
135 S. LaSalle Street
Chicago, Illinois
(Address of Principal Executive Offices) 60603
(of Trustee) (Zip Code)
</TABLE>
312-443-7326
(Registrant's telephone number, including area code)
(telephone number of Trustee)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
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 and 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
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Documents Incorporated by Reference
No documents are incorporated by reference into this Form 10-K
Page 1 of 15
<PAGE>
PART I
ITEM 2. PROPERTIES.
Pursuant to the Supplemental Trust Agreement dated as of October 1, 1996
(incorporating therein the Standard Terms and Conditions of Trust Agreement
dated as of January 1, 1995) relating to the establishment of U.S. Trade Trust
Series 1996-A (the "Trust") on October 25, 1996 (the "Closing Date"), U.S. Trade
Funding Corporation ("U.S. Trade Funding") delivered to the Trust promissory
notes (each note, a "Loan Note" and, collectively, the "Loan Notes"). The Loan
Notes are payable in U.S. dollars and amortize in twenty-four semiannual
installments, on February 15 and August 15 of each year, ending on August 15,
2008 (each such date, a "Note Payment Date'). Each Loan Note is a direct
obligation of a foreign borrower which was formed for the purpose of leasing
aircraft to China Yunnan Airlines. At the Closing Date, the aggregate principal
balance of the Loan Notes was $101,672,199.28. Payments on the Loan Notes are
guaranteed by full faith and credit guarantees issued by the United States of
America, acting through the Export-Import Bank of the United States of America,
as to the payment of 100% of all scheduled amounts of principal and interest due
on the Loan Notes. Distributions of principal and interest are made to holders
(the "Certificateholders") of fractional undivided interests in the Trust (the
"Certificates") on the Note Payment Date. ABN AMRO Bank N.V., acts as Servicer
of the Loan Notes.
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.
All of the 6.75% Certificates, due August 5, 2008, issued by the Trust,
which are the only securities the Trust has issued, are registered in the name
of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). As of
February 28, 1997, there were 9 participants in the DTC system holding positions
in the Certificates. There is no established public trading market for the
Certificates.
Distributions to the Certificateholders are made semiannually, as described
under Item 2. No distributions were made during the fiscal period ended
December 31, 1996.
Page 2 of 15
<PAGE>
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of February 28, 1997, the following participants in the DTC system were
known to be the holders of more than 5% of the aggregate DTC security position
listings in the Certificates.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF PERCENTAGE OF
DTC PARTICIPANT OWNERSHIP (1) CLASS (2)
<S> <C>
Bank of New York $12,000,000 11.8%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $25,000,000 24.6%
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $ 5,310,000 5.2%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citicorp Services, Inc. $23,627,199 23.2%
P.O. Box 30576
Tampa, FL 33630-3576
First National Bank of Chicago $20,000,000 19.7%
One First National Plaza, Suite 0417
Chicago, IL 60670
SSB-Custodian $ 9,735,000 9.6%
Global Proxy Unit, A5NW
P.O. Box 1631
BOSTON, MA 02105-1631
</TABLE>
Page 3 of 15
<PAGE>
(1) All Certificates held as participants in the DTC system.
(2) Based on $98,855,057.40 aggregate face amount of Certificates
outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
Page 4 of 15
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Listed below are the documents filed as part of this report:
(1) Financial Statements: Audited financial statements of the Trust
for the fiscal period ended December 31, 1996.
(2) Financial Statement Schedules: Not Applicable.
(3) Exhibits: See Item 14(c).
(b) Reports on Form 8-K: None.
(c) Exhibits: None.
Page 5 of 15
<PAGE>
SIGNATURE
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.
U.S. Trade Trust Series 1996-A
(Registrant)
By: LaSalle National Bank, as Trustee
Date: March 28, 1997 By: Shashank Mishra
-------------------------------------
Shashank Mishra
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 28, 1997 By: Shashank Mishra
-------------------------------------
Shashank Mishra
Vice President
LaSalle National Bank, as Trustee
Page 6 of 15
<PAGE>
Financial Statements
U.S. Trade Trust Series 1996-A
Period from October 1, 1996 (date of formation)
to December 31, 1996
with Report of Independent Auditors
Page 7 of 15
<PAGE>
U.S. Trade Trust Series 1996-A
Financial Statements
Period from October 1, 1996 (dae of formation)
to December 31, 1996
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors............................................ 1
Financial Statements
Statement of Assets and Certificateholders' Account....................... 2
Statement of Income....................................................... 3
Statement of Changes in Certificateholders' Account....................... 4
Statement of Cash Flows................................................... 5
Notes to Financial Statements............................................. 6
</TABLE>
Page 8 of 15
<PAGE>
[Letterhead of Ernst & Young LLP]
Report of Independent Auditors
LaSalle National Bank, as Trustee
U.S. Trade Trust Series 1996-A
We have audited the accompanying statement of assets and certificateholders'
account of U.S. Trade Trust Series 1996-A as of December 31, 1996, and the
related statements of income, changes in certificateholders' account, and cash
flows for the period from October 1, 1996 (date of formation) 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 U.S. Trade Trust Series 1996-A
at December 31, 1996, and the results of its operations and its cash flows for
the period from October 1, 1996 (date of formation) to December 31, 1996, in
conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
March 12, 1997
Page 9 of 15
<PAGE>
U.S. Trade Trust Series 1996-A
Statement of Assets and Certificateholders' Account
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Assets
Notes receivable $101,672,199
Accrued interest income 1,258,193
------------
Total assets $102,930,392
============
Certificateholders' Account
Certificate balance $101,672,199
Accrued interest due Certificateholders 1,258,193
------------
Total Certificateholders' Account $102,930,392
============
</TABLE>
See accompanying notes.
Page 10 of 15
<PAGE>
U.S. Trade Trust Series 1996-A
Statement of Income
Period from October 1, 1996 (date of formation) to
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Interest income $1,258,193
----------
Net income $1,258,193
==========
</TABLE>
See accompanying notes.
Page 11 of 15
<PAGE>
U.S. Trade Trust Series 1996-A
Statement of Changes in Certificateholders' Account
Period from October 1, 1996 (date of formation) to
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Initial investment $101,672,199
Net income 1,258,193
------------
Total Certificateholders' Account at December 31, 1996 $102,930,392
============
</TABLE>
See accompanying notes.
Page 12 of 15
<PAGE>
U.S. Trade Trust Series 1996-A
Statement of Cash Flows
Period from October 1, 1996 (date of formation) to
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Operating activities:
Net income $ 1,258,193
Adjustment to reconcile net income to net cash provided by
operating activities:
Increase in accrued interest income (1,258,193)
-------------
Net cash provided by operating activities --
Investing activities:
Purchase of notes receivable (101,672,199)
-------------
Net cash used by investing activities (101,672,199)
Financing activities:
Issuance of Certificates 101,672,199
-------------
Net cash provided by financing activities 101,672,199
-------------
Increase in cash --
-------------
Cash at beginning of period and at December 31, 1996 $ --
=============
</TABLE>
See accompanying notes.
Page 13 of 15
<PAGE>
U.S. Trade Trust Series 1996-A
Notes to Financial Statements
December 31, 1996
1. Description of the Trust and Accounting Policies
The U.S. Trade Trust Series 1996-A (the Trust) was established on October 1,
1996, by U.S. Trade Funding Corporation for the purpose of acquiring loan notes
(the Loan Notes) in the total amount of $101,672,199 and issuing certificates of
beneficial interest to investors. The Loan Notes were acquired and the
certificates issued on October 25, 1996. The purchase price of the certificates
equaled 100% of the principal amount of the Loan Notes. Each Loan Note is a
direct obligation of a foreign borrower that was formed for the purpose of
leasing aircraft to China Yunnan Airlines, which leases are the collateral for
the Loan Notes. Certificateholders own undivided fractional interests in the
Loan Notes and are entitled to receive semiannual payments of principal and
interest on the Loan Notes in proportion to their ownership interests. The
Export-Import Bank of the United States of America (Eximbank) guarantees payment
of 100% of the principal and interest on the Loan Notes.
Payments on the Loan Notes are payable in 24 semiannual installments on each
February 15 and August 15 of each year, ending August 15, 2008. The Loan Notes
earn interest at 6.75% per annum.
The Trust has entered into a liquidity facility with a bank to provide for the
timely payment of distributions to the Certificateholders. Advances from the
liquidity facility would be made in the event the borrower defaults on its
obligations. The liquidity provider would be reimbursed by amounts paid by
Eximbank under the guarantee.
The trustee's fee was paid by the borrower at closing and calculated as the net
present value of the trustee's basic fee. No additional administrative fees or
trustee's fees will be paid in the future, except under certain circumstances.
The preperation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
The Trust believes that the carrying amount of accrued interest approximates
fair value. The fair value of the notes receivable at December 31, 1996, was
estimated to be $102,427,187. Fair value of the notes receivable was estimated
using a discounted cash flow analysis based on current interest rates for
comparable credits.
Page 14 of 15
<PAGE>
U.S. Trade Trust Series 1996-A
Notes to Financial Statements (continued)
2. Certificateholders' Account
The ownership of the Trust's assets is evidenced by a certificate of beneficial
interest. At December 31, 1996, the book value of the certificate was
$101,672,199. The certificate bears interest at 6.75% per annum. Payments on
the certificate are due on each February 15 and August 15 of each year, ending
on August 1, 2008, with principal amortization in 24 semiannual installments.
3. Income Tax
No provision has been made for income taxes because the certificateholders are
taxed directly on the Trust's income under section 671 of the Internal Revenue
Code.
Page 15 of 15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 101,672,199
<ASSETS-OTHER> 1,258,193
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 102,930,392
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 101,672,199
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,258,193
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,258,193
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
THIS FILING IS MADE FOR A DEBT SECURITY--PER SHARE DATA AND AVERAGE AMOUNTS ARE
NOT AVAILABLE
</FN>
</TABLE>
