<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 1997
-----------------
CATERPILLAR FINANCIAL FUNDING CORPORATION
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in governing instruments)
Nevada 333-24373 88-0342613
- - --------------- ---------------- -------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
organization)
Greenview Plaza, 2950 East Flamingo Road, Suite C-3B, Las Vegas, NV 89121
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(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 Certificate of Trust for Caterpillar 4
Financial Asset Trust 1997-B
25 Statement as to the Eligibility of the 6
Indenture Trustee under the Indenture
(Form T-1) with respect to Caterpillar
Financial Asset Trust 1997-B
2
<PAGE>
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 1997-B
(Issuer)
CATERPILLAR FINANCIAL FUNDING
CORPORATION, Registrant
November 13, 1997 By: /s/ PAUL J. GAETO
----------------------------
Name: Paul J. Gaeto
Title: Secretary
3
<PAGE>
Exhibit 3
Certificate of Trust for Caterpillar
Financial Asset Trust 1997-B
4
<PAGE>
CERTIFICATE OF TRUST
OF
CATERPILLAR FINANCIAL ASSET TRUST 1997-B
THIS Certificate of Trust of CATERPILLAR FINANCIAL ASSET TRUST 1997-B
(the "Trust"), dated November 4, 1997, is being duly executed and filed by Chase
Manhattan Bank Delaware, a Delaware banking corporation, as trustee, to form a
business trust under the Delaware Business Trust Act (12 DEL.C. Section 3801 ET
SEQ.).
1. NAME: The name of the business trust formed hereby is
CATERPILLAR FINANCIAL ASSET TRUST 1997-B.
2. DELAWARE TRUSTEE: The name and business address of the trustee
of the Trust in the State of Delaware is Chase Manhattan Bank Delaware, 1201
Market Street, Wilmington, Delaware 19801, Attn: Corporate Trustee
Administration.
3. EFFECTIVE DATE: This Certificate of Trust shall be effective as
of its filing.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.
CHASE MANHATTAN BANK DELAWARE, NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS OWNER
TRUSTEE
By: /s/ JOHN J. CASHIN
------------------------------------
Name: John J. Cashin
Title: Vice President
5
<PAGE>
Exhibit 25
Statement as to Eligibility of the Indenture Trustee
under the Indenture (Form T-1) with
respect to Caterpillar Financial Asset Trust 1997-B
6
<PAGE>
Registration No. 333-24373
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 1997-B
(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 Chase Manhattan Bank Delaware, as Owner Trustee
1201 Market Street
9th Floor 19801
Wilmington, Delaware (Zip Code)
(Address of Principal Executive Offices)
<PAGE>
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 89121
Las Vegas, Nevada (Zip Code)
(Address of Principal Executive Offices)
CATERPILLAR FINANCIAL ASSET TRUST 1997-B ASSET BACKED NOTES
(Title of Indenture Securities)
<PAGE>
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 ITT
CORPORATION, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15,
1996 (REGISTRATION NO. 333-07221).
<PAGE>
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 27th day of October, 1997.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
-----------------------------------
Steven M. Wagner
Vice President
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(B) OF THE ACT
October 27, 1997
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture between Caterpillar
Financial Asset Trust 1997-B 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
<PAGE>
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.
<PAGE>
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago
Call Date: 06/30/97
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ------------
THOUSANDS RCFD BIL MIL THOU
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<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 4,415,563 1.a.
b. Interest-bearing balances(2) 0071 7.049,275 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 4,455,173 2.b.
3. Federal funds sold and securities purchased under agreements to
resell 1350 4,604,233 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) RCFD 2122 24,185,099 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 423,419 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 23,761,680 4.d.
5. Trading assets (from Schedule RD-D) 3545 6.930.216 5.
6. Premises and fixed assets (including capitalized leases) 2145 705,704 6.
7. Other real estate owned (from Schedule RC-M) 2150 7,960 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 64,504 8.
9. Customers' liability to this bank on acceptances outstanding 2155 562,251 9.
10. Intangible assets (from Schedule RC-M) 2143 283,716 10.
11. Other assets (from Schedule RC-F) 2160 1,997,778 11.
12. Total assets (sum of items 1 through 11) 2170 54,837,423 12.
</TABLE>
___________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Legal Title of Bank: The First National Bank of Chicago
Call Date: 06/30/97
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
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 21,852,164 13.a
(1) Noninterest-bearing(1) RCON 6631 9,474,510 13.a.1
(2) Interest-bearing RCON 6636 12,377,654 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) RCFN 2200 13,756,280 13.b.
(1) Noninterest bearing RCFN 6631 330,030 13.b.1
(2) Interest-bearing RCFN 6636 13,426,250 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.827,159 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 40,307 15.a
b. Trading Liabilities(from Schedule RC-D) RCFD 3548 4,985,577 15.b
16. Other borrowed money:
a. With original maturity of one year or less RCFD 2332 2,337,018 16.a
b. With original maturity of than one year through three years A547 265,393 16.b
. c. With a remaining maturity of more than three years A548 322,175 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding RCFD 2920 562,251 18
19. Subordinated notes and debentures (2) RCFD 3200 1,700,000 19
20. Other liabilities (from Schedule RC-G) RCFD 2930 929,875 20
21. Total liabilities (sum of items 13 through 20) RCFD 2948 50,618,199 21
22. Not applicable
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 2,948,616 25
26. a. Undivided profits and capital reserves RCFD 3632 1,059,214 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities RCFD 8434 12,788 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 (2,252) 27
28. Total equity capital (sum of items 23 through 27) RCFD 3210 4,219,224 28
29. Total liabilities and equity capital (sum of items 21 and 28) RCFD 3300 54,837,423 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 Number
bank by independent external --------
auditors as of any date during 1996 RCFD 6724 N/A 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 external
submits a report on the consolidated holding company 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)
</TABLE>
___________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
8
