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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ 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 _____________
COPELCO CAPITAL FUNDING CORP. II
(exact name of Registrant as specified in its charter)
New Jersey 22-3261117
(state of incorporation) (I.R.S. Employer
Identification No.)
East Gate Center
700 East Gate Drive
Mount Laurel, New Jersey 08054-5400
(609) 231-9600
(Address and Telephone Number of Principal Executive Officer)
Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act
of 1934: None.
Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act
of 1934: 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 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 ____ No X
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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 the 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 ]
The aggregate market value of the voting stock held by non-
affiliates of the Registrant. None.
As of February 1, 1997, there were 1,000 shares of the Registrant's
Common Stock outstanding.
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PART I
Item 1. Business
The Registrant is a wholly-owned bankruptcy-remote subsidiary of
Copelco Capital Inc., recently formed solely for the purpose of acquiring from
Copelco Capital Inc. certain leases (the "Leases") and interests in the
equipment underlying the leases (the "Equipment"), and securitizing the Leases
and the Equipment through the issuance of debt securities (the "Notes").
As a bankruptcy-remote entity, the Registrant's operations are restricted so
that (a) it does not engage in business with, or incur liabilities to, any other
entity (other than the Trustee on behalf of the holders of the Notes) which may
bring bankruptcy proceedings against the Registrant and (b) the risk is
diminished that it will be consolidated into the bankruptcy proceedings of any
other entity. The Registrant has no other assets except the Leases and the
Equipment, and proceeds thereof.
Item 2. Properties
None.
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
The sole holder of the Registrant's Common Stock is Copelco Capital
Inc. There is currently no market for such Common Stock nor is it anticipated
that such a market will develop.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Not Applicable.
Item 8. Financial Statements and Supplemental Data
Not Applicable.
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Item 9. Change in and Disagreements on Accounting and
Financial Disclosure
Not Applicable.
PART III
Item 10. Directors and Officers of the Registrant
The following individuals comprise the board of directors and the
officers of the Registrant:
Name Position
Ian J. Berg Chairman of the
Board, Director and Chief
Operating Officer
John Hakemian Director
Tadayuki Seki Director
Jeraldine Lane Director
Michael C. Ritter Chief Financial
Officer
Spencer N. Lempert Secretary
Stephen W. Shippie Vice President
Nicholas Antonaccio Vice President
Lauren Zinn Abels Assistant Secretary
All directors and officers hold office for the term of one year and
until their successors are elected and qualified, subject to earlier termination
by removal or resignation.
Item 11. Executive Compensation
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
None.
Item 13. Certain Relationships and Related Transactions
Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
1. Trustee's Reports for the payment periods ending in September,
October, November and December 1996 and January, February and
March 1997, each of which contains the Servicer's Report for
such period.
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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.
COPELCO CAPITAL FUNDING CORP. II
By: /s/ Ian J. Berg
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Name: Ian J. Berg
Title: Chairman of the Board
Date: March 31, 1997
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.
By: /s/ Ian J. Berg
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Name: Ian J. Berg
Title: Chairman of the Board,
Director and Chief
Operating Officer
Date: March 31, 1997
By: /s/ John Hakemian
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Name: John Hakemian
Title: Director
Date: March 31, 1997
By: /s/ Tadayuki Seki
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Name: Tadayuki Seki
Title: Director
Date: March 31, 1997
By: /s/ Jeraldine Lane
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Name: Jeraldine Lane
Title: Director
Date: March 31, 1997
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By: /s/ Michael C. Ritter
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Name: Michael C. Ritter
Title: Chief Financial Officer
Date: March 31, 1997
Supplemental Information:
None
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Exhibit Index
99.1 Trustee's Reports for the payment periods ending in
September, October, November and December 1996 and
January, February and March 1997, each of which
contains the Servicer's Report for such period
