<PAGE> 1
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): July 9, 1999
CATERPILLAR FINANCIAL FUNDING CORPORATION
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(Exact name of registrant as specified in governing instruments)
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Nevada 333-53721 88-0342613
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<S> <C> <C>
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
organization)
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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
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(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 execution
copies of Exhibits to the Form S-3 Registration Statement
of the Registrant are hereby filed:
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Sequentially
Exhibit Numbered
Number Exhibit Page
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3.1 Certificate of Trust of Caterpillar Financial
Asset Trust 1999-A
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants
25.1 Statement as to the Eligibility of the Indenture
Trustee under the Indenture (Form T-1) with
respect to Caterpillar Financial Asset Trust 1999-A
</TABLE>
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 FUNDING CORPORATION
(Registrant)
July 9, 1999
By: /s/ PAUL J. GAETO
Name: Paul J. Gaeto
Title: Secretary
3
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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<S> <C>
3.1 Certificate of Trust of Caterpillar Financial
Asset Trust 1999-A
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants
25.1 Statement as to the Eligibility of the Indenture
Trustee under the Indenture (Form T-1) with
respect to Caterpillar Financial Asset Trust 1999-A
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<PAGE> 1
Exhibit 3.1
Certificate of Trust of Caterpillar
Financial Asset Trust 1999-A
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CERTIFICATE OF TRUST OF
CATERPILLAR FINANCIAL ASSET TRUST 1999-A
THIS Certificate of Trust of CATERPILLAR FINANCIAL ASSET TRUST 1999-A (the
"Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. Code, Section 3801 et seq.).
1. Name. The name of the business trust formed hereby is CATERPILLAR
FINANCIAL ASSET TRUST 1999-A.
2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are Chase Manhattan Bank Delaware, 1201 Market
Street, Ninth Floor, Wilmington, Delaware 19801, Attention: Corporate Trustee
Administration.
3. Effective Date. This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.
CHASE MANHATTAN BANK DELAWARE, not in its
individual capacity but solely as Trustee
By: /s/ JOHN J. CASHIN
Name: John J. Cashin
Title: Vice President
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Exhibit 23.1
Consent of PricewaterhouseCoopers LLP
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion in the Prospectus Supplement relating to the
Caterpillar Financial Asset Trust 1999-A Asset Backed Notes, incorporated in
the Registration Statement on Form S-3 (No. 333-53721) of Caterpillar Financial
Funding Corporation, of our report dated July 2, 1999 relating to the statement
of financial position of Caterpillar Financial Asset Trust 1999-A, which report
appears on page F-1 of such Prospectus Supplement. We also consent to the
reference to us under the heading "Experts" in such Prospectus Supplement.
PricewaterhouseCoopers LLP
Nashville, Tennessee
July 13, 1999
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Exhibit 25.1
Statement as to the Eligibility of the Indenture Trustee
under the Indenture (Form T-1) with respect to
Caterpillar Financial Asset Trust 1999-A
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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)
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CATERPILLAR FINANCIAL ASSET TRUST 1999-A
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
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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
WILMINGTON, DELAWARE 19801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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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
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
CATERPILLAR FINANCIAL ASSET TRUST 1999-A ASSET BACKED NOTES
(TITLE OF INDENTURE SECURITIES)
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.; 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.
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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.
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 12th day of June, 1999.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /S/ STEVEN M. WAGNER
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STEVEN M. WAGNER
FIRST VICE PRESIDENT
* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF U S
WEST CAPITAL FUNDING, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 6, 1998 (REGISTRATION NO. 333-51907-01).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
July 12, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Caterpillar
Financial Asset Trust 1999-A and The First National Bank of Chicago, as Trustee,
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
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STEVEN M. WAGNER
FIRST VICE PRESIDENT
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EXHIBIT 7
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Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/99 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR MARCH 31, 1999
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
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DOLLAR AMOUNTS IN THOUSANDS C400
RCFD BIL MIL THOU
ASSETS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
a. Noninterest-bearing balances and currency and coin(1).......... 0081 3,809,517 1.a
b. Interest-bearing balances(2)................................... 0071 4,072,166 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 12,885,728 2.b
3. Federal funds sold and securities purchased under agreements to
resell............................................................ 1350 4,684,756 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
RC-C)............................................................. 2122 34,304,806 4.a
b. LESS: Allowance for loan and lease losses...................... 3123 411,476 4.b
c. LESS: Allocated transfer risk reserve.......................... 3128 3,884 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
reserve (item 4.a minus 4.b and 4.c)........................... 2125 33,889,446 4.d
5. Trading assets (from Schedule RD-D)............................... 3545 5,100,499 5.
6. Premises and fixed assets (including capitalized leases).......... 2145 754,052 6.
7. Other real estate owned (from Schedule RC-M)...................... 2150 5,244 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).................................... 2130 201,068 8.
9. Customers' liability to this bank on acceptances outstanding...... 2155 265,041 9.
10. Intangible assets (from Schedule RC-M)............................ 2143 285,709 10.
11. Other assets (from Schedule RC-F)................................. 2160 2,987,184 11.
12. Total assets (sum of items 1 through 11).......................... 2170 68,940,410 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/99 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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SCHEDULE RC-CONTINUED
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<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
from Schedule RC-E, part 1).................................... 2200 22,163,664 13.a
(1) Noninterest-bearing(1) .................................... 6631 9,740,100 13.a1
(2) Interest-bearing........................................... 6636 12,423,564 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
IBFs (from Schedule RC-E, part II)............................. 2200 19,273,426 13.b
(1) Noninterest bearing........................................ 6631 334,741 13.b1
(2) Interest-bearing........................................... 6636 18,938,685 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 4,405,792 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 173,505 15.a
b. Trading Liabilities(from Schedule RC-D)........................ RCFD 3548 4,824,567 15.b
16. Other borrowed money: RCFD
a. With original maturity of one year or less..................... 2332 7,453,761 16.a
b. With original maturity of more than one year.................. A547 330,300 16.b
c. With original maturity of more than three years ............... A548 357,737 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding........... 2920 265,041 18.
19. Subordinated notes and debentures................................. 3200 2,600,000 19.
20. Other liabilities (from Schedule RC-G) ........................ 2930 1,878,367 20.
21. Total liabilities (sum of items 13 through 20).................... 2948 63,726,160 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus..................... 3838 0 23.
24. Common stock...................................................... 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).......... 3839 3,239,836 25.
26. a. Undivided profits and capital reserves ...................... 3632 1,813,367 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities..................................................... 8434 (37,357) 26.b
c. ACCUMULATED NET GAINS (LOSSES) ON CASH FLOW HEDGES............. 4336 0 26.c
27. Cumulative foreign currency translation adjustments ............ 3284 (2,454) 27.
28. Total equity capital (sum of items 23 through 27) ............ 3210 5,214,250 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................. 3300 68,940,410 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 1996.........................................................RCFD 6724 N/A ___ M.1.
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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.
