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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
____________________
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 1995
------------
CATERPILLAR FINANCIAL FUNDING CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in governing instruments)
Nevada 333-2988 88-0342613
- --------------- ---------------- ---------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
organization)
Greenview Plaza, 2950 East Flamingo Road, Suite E-4, Las Vegas, NV 89121
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 735-2514
--------------
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address if changed since last report)
Exhibit Index located at Page 2
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Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits (executed copies) - The following Exhibits to the Form
S-3 Registration Statement of the Registrant are hereby filed:
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- --------
3.3 (B) Certificate of Trust for Caterpillar 4
Financial Asset Trust 1996-A
25 (B) Statement as to the Eligibility of the 7
Indenture Trustee under the Indenture
(Form T-1) with respect to Caterpillar
Financial Asset Trust 1996-A
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CATERPILLAR FINANCIAL ASSET TRUST 1995-A
(Issuer)
CATERPILLAR FINANCIAL FUNDING
CORPORATION, Registrant
May 16, 1996 By:/s/Scott E. Harris
------------------------------------
Name: Scott E. Harris
Title: President
3
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Exhibit 3.3(A)
Certificate of Trust for Caterpillar
Financial Asset Trust 1996-A
4
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TRUST AGREEMENT, dated as of May 1, 1996, between Caterpillar
Financial Funding Corporation, a Delaware corporation, as Seller, and Chemical
Bank Delaware, a Delaware banking corporation, not in its individual capacity
but solely as Owner Trustee. The Seller and the Owner Trustee hereby agree as
follows:
1. The trust created hereby shall be known as "Caterpillar Financial
Asset Trust 1996-A", in which name the Owner Trustee may conduct the business of
the Trust, make and execute contracts, and sue and be sued.
2. The Seller hereby assigns, transfers, conveys and sets over to
the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt
of such amount in trust from the Seller, which amount shall constitute the
initial trust estate. The Owner Trustee hereby declares that it will hold the
trust estate in trust for the Seller. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 DEL.C. Section 3801 ET SEQ. and that this
document constitute the governing instrument of the Trust. The Owner Trustee is
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in the form attached hereto.
3. The Seller and the Owner Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Owner Trustee shall
not have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law.
4. This Trust Agreement may be executed in one or more counterparts.
5. The Owner Trustee may resign upon thirty days prior notice to the
Seller.
SIGNATURE PAGE FOLLOWS
5
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
CHEMICAL BANK DELAWARE,
not in its individual capacity
but solely as Owner Trustee
By: /s/ John J. Cashin
---------------------------
Name: John J. Cashin
Title: Senior Trust Officer
CATERPILLAR FINANCIAL
FUNDING CORPORATION,
as Seller
By: /s/ Scott E. Harris
---------------------------
Name: Scott E. Harris
Title: President
6
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Exhibit 25(A)
Statement as to Eligibility of the Indenture Trustee
7
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Registration No. 333-2988
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) X
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---------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
________________________
CATERPILLAR FINANCIAL ASSET TRUST 1996-A
(Exact name of obligor as specified in its charter)
Delaware Pending
(State or other jurisdiction of I.R.S. employer
incorporation or organization) identification number)
c/o Chemical Bank Delaware, as Owner Trustee
1201 Market Street
9th Floor 19801
Wilmington, Delaware (Zip Code)
(Address of Principal Executive Offices)
8
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CATERPILLAR FINANCIAL FUNDING CORPORATION
(Exact name of depositor of the obligor as specified in its charter)
Nevada Pending
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Greenview Plaza
2950 East Flamingo Road, Suite E-4
Las Vegas, Nevada 89121
Wilmington, Delaware (Zip Code)
(Address of Principal Executive Offices)
CATERPILLAR FINANCIAL ASSET TRUST 1996-A ASSET BACKED NOTES
(Title of Indenture Securities)
9
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISION AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D. D., Federal Deposit
Insurance Corporation, Washington, D. C., The Board of Governors
of the Federal Reserve System, Washington, D. C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OF
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
10
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Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 9th day of May, 1996.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
---------------------------------
Steven M. Wagner
Vice President
11
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(B) OF THE ACT
May 9, 1996
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture between Caterpillar
Financial Asset Trust 1996-A and The First National Bank of Chicago, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State Authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Steven M. Wagner
---------------------------
Steven M. Wagner
Vice President
12
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EXHIBIT 7
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority.
13
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<CAPTION>
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount
outstanding of the last business day of the quarter.
SCHEDULE RC--BALANCE SHEET
C400 --
DOLLAR AMOUNTS IN ------------ -----
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . 0081 4,003,995 1.a.
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . 0071 9,240,284 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) . . . 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D). . 1773 827,134 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold. . . . . . . . . . . . . . . . . . . . . . . 0276 3,287,844 3.a.
b. Securities purchased under agreements to resell . . . . . . . . 0277 612,400 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 16,463,126 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . RCFD 3123 353,777 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . 2125 16,109,349 4.d.
5. Assets held in trading accounts. . . . . . . . . . . . . . . . . . 3545 12,379,396 5.
6. Premises and fixed assets (including capitalized leases) . . . . . 2145 591,753 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . 2150 8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . 2130 40,560 8.
9. Customers' liability to this bank on acceptances outstanding . . . 2155 524,918 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . 2143 101,011 10.
11. Other assets (from Schedule RC-F). . . . . . . . . . . . . . . . . 2160 1,633,056 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . 2170 49,360,496 12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
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<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
Thousands BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1). . . . . . . . . . . . . . . RCON 2200 15,174,243 13.a.
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . RCON 6631 6,217,164 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . RCON 6636 8,957,079 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E, part II) . . . . . . . . . RCFN 2200 14,435,503 13.b.
(1) Noninterest bearing. . . . . . . . . . . . . . . . . RCFN 6631 625,206 13.b.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . RCFN 6636 13,810,297 13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased. . . . . . . . . . . . . . . . . RCFD 0278 2,449,282 14.a.
b. Securities sold under agreements to repurchase . . . . . RCFD 0279 880,215 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . RCON 2840 93,942 15.a.
b. Trading Liabilities. . . . . . . . . . . . . . . . . . . RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . . RCFD 2332 1,897,370 16.a.
b. With original maturity of more than one year. . . . . . RCFD 2333 383,807 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases. . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 280,522 17.
18. Bank's liability on acceptance executed and outstanding . . RCFD 2920 524,918 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . RCFD 2930 1,444,364 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . RCFD 2948 46,312,431 21.
22. Limited-Life preferred stock and related surplus. . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . RCFD 3838 0 23.
24. Common stock. . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock). . RCFD 3839 2,320,126 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . RCFD 3632 519,849 26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . . . . . . RCFD 8434 7,315 26.b.
27. Cumulative foreign currency translation adjustments . . . . RCFD 3284 (83) 27.
28. Total equity capital (sum of items 23 through 27) . . . . . RCFD 3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . . RCFD 3300 49,360,496 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external
Number
auditors as of any date during 1993.................................................... RCFD 6724 M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
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