-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bl11eIonnCwUldcwIufkEJYIryXCBSBxTv+7JncOjk6+goxHUGf0g2SmdsRdP2rq vfcp5+HpLOUqvLZtJxNcUQ== 0001047469-98-013006.txt : 19980401 0001047469-98-013006.hdr.sgml : 19980401 ACCESSION NUMBER: 0001047469-98-013006 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWCOURT RECEIVABLES CORP CENTRAL INDEX KEY: 0001002578 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 77041305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-98378 FILM NUMBER: 98582656 BUSINESS ADDRESS: STREET 1: BANK ONE TOWER 111 MONUMENT CIRCLE STREET 2: STE 300 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 4082710500 MAIL ADDRESS: STREET 1: BANK ONE TOWER 111 MONUMENT CIRCLE STREET 2: STE 300 CITY: BURLINGAME STATE: CA ZIP: 94010 10-K 1 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) /x/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1997. / / 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: 33-98378 NEWCOURT RECEIVABLES ASSET TRUST (AS ISSUER OF THE SECURITIES) NEWCOURT RECEIVABLES CORPORATION (AS SELLER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-041305 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2700 BANK ONE TOWER, 111 MONUMENT CIRCLE, INDIANAPOLIS, INDIANA 46204-5787 TELEPHONE: (800) 639-2687 (Address and telephone number of the of the registrant's principal executive office) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 639-2687 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 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. [ ] State the aggregate market value of the registrant's common stock held by non-affiliates of the registrant: Not Applicable Indicate the number of shares outstanding of the registrant's classes of common stock, as of the latest practicable date: Not Applicable DOCUMENTS INCORPORATED BY REFERENCE None PART I Item 1. Business Not applicable. Item 2. Properties Newcourt Receivables Asset Trust (the "Trust") was formed pursuant to a Pooling, Collateral Agency and Servicing Agreement, dated as of April 15, 1996, by and among Newcourt Credit Group Inc., as Servicer, Newcourt Receivables Corporation, as Seller, Fleet National Bank, as Collateral Agent and Chase Manhattan Bank Delaware, as Issuer Trustee (the "Pooling and Servicing Agreement"). The property of the Trust includes a pool of contracts consisting of (i) conditional sale agreements, promissory notes with or without related security agreements, operating and finance leases, installment payment agreements, and similar types of financing agreements with end-users ("End-User Contracts") in each case with respect to certain information technology, communications, commercial, industrial, transportation, resources and construction equipment (the "Equipment"), certain computer software and related support and consulting services (together with the Equipment, the "Financed Items"), together with certain rights of financing originators under vendor finance program agreements and vendor assignments with vendors of the Financed Items, collections thereon, the Equipment or a security interest in the Equipment and (ii) limited or full recourse promissory notes payable by vendors and secured by the vendors' interest in the End-User Contracts originated by such vendors and by the Equipment related to such End-User Contracts. Item 3. Legal Proceedings There are no material pending legal proceedings with respect to the Trust or Newcourt Receivables Corporation involving the Trust, Newcourt Receivables Corporation or Newcourt Credit Group Inc., as Servicer, other than ordinary or routine litigation incidental to the Trust assets or the Servicer's duties under the Pooling and Servicing Agreement. 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 (a) The Trust has issued three Series of Notes: Series 1996-1, Series 1996-2 and Series 1996-3. There is no established public trading market for the Notes. (b) Because each Series of Notes was issued in book entry form only, there is only one holder of record of each Series of Notes. (c) The Trust does not pay dividends. Item 6. Selected Financial Data Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Not applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. Item 9. Changes in and Disagreements on Accounting and Financial Disclosure. None. PART III. Item 10. Directors and Executive Officers of the Registrant Not applicable. Item 11. Executive Compensation Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management The Notes are represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). An investor holding Notes is not entitled to receive a certificate representing such Notes except in limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Notes, which it holds on behalf of brokers, dealers, banks and other participants in the DTC system. Such participants may hold Notes for their own accounts or for the accounts of their customers. The address of Cede & Co. Is: Cede & Co. c/o The Depository Trust Company Seven Hanover Square New York, New York 10004 Item 13. Certain Relationships and Related Transactions There has not been, and there is not currently proposed, any transaction or series of transactions, to which any of the Trust, Newcourt Receivables Corporation, Chase Manhattan Bank Delaware, as Trustee, or Newcourt Credit Group Inc., as Servicer, is a party with any Noteholder who, to the knowledge of Newcourt Receivables Corporation or the Servicer, owns of record or beneficially owns more than five percent of the Notes. Item 14. Exhibits, Financial Statements and Reports on Form 8-K (a) 1. Not applicable. 2. Not applicable. 3. Exhibits: Exhibit No. Description 99.1 Annual Summary Statement 99.2 Annual Statement as to Compliance 99.3 Annual Independent Accountant's Servicing Report (b) Reports on Form 8-K. The Registrant has filed Current Reports on Form 8-K dated December 17, 1997, November 17, 1997, October 15, 1997, September 17, 1997, August 17, 1997, July 16, 1997, June 17, 1997, May 20, 1997, April 20, 1997, March 20, 1997, February 20, 1997 and January 20, 1997. (c) see (a)3 above (d) Not applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEWCOURT RECEIVABLES ASSET TRUST By: Newcourt Receivables Corporation By: /s/ Daniel A. Jauernig -------------------------------- Daniel A. Jauernig Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Bradley D. Nullmeyer - -------------------------- Bradley D. Nullmeyer Principal Executive Officer March 30, 1998 and Director /s/ Daniel A. Jauernig - -------------------------- Daniel A. Jauernig Principal Financial Officer, March 30, 1998 Principal Accounting Officer /s/ Peter H. Sorensen and Director - -------------------------- Peter H. Sorensen Director March 31, 1998 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Annual Summary Statement 99.2 Annual Statement as to Compliance 99.3 Annual Independent Accountant's Servicing Report EX-99.1 2 EX 99.1 ANNUAL SUMMARY STATEMENT NEWCOURT RECEIVABLES ASSET TRUST SUMMARY OF PERFORMANCE FOR THE YEAR ENDED DECEMBER 31, 1997 I) OUTSTANDING BALANCES, PRINCIPAL AND INTEREST PAID CLASS A NOTES
Opening Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97 OUTSTANDING BALANCES Series 1996-1 85,632,689.93 83,039,073.86 80,320,721.12 77,837,305.11 73,772,507.28 71,160,051.15 67,979,229.16 Series 1996-2 150,516,984.31 145,305,637.21 138,873,947.09 133,858,449.03 126,249,843.83 121,166,718.00 115,965,164.98 Series 1996-3 178,196,827.44 171,283,150.99 167,111,475.81 162,014,173.27 154,024,284.63 148,669,363.77 142,333,680.34 Total 414,346,501.68 399,627,862.06 386,306,144.02 373,709,927.41 354,046,635.74 340,996,132.92 326,278,074.48 PRINCIPAL PAID Series 1996-1 2,593,616.07 2,718,352.74 2,483,416.01 4,064,797.83 2,612,456.13 3,180,821.99 Series 1996-2 5,211,347.10 6,431,690.12 5,015,498.06 7,608,605.20 5,083,125.83 5,201,553.02 Series 1996-3 6,913,676.45 4,171,675.18 5,097,302.54 7,989,888.64 5,354,920.86 6,335,683.43 Total 14,718,639.62 13,321,718.04 12,596,216.61 19,663,291.67 13,050,502.82 14,718,058.44 INTEREST PAID Series 1996-1 484,538.30 469,862.76 454,481.41 440,429.42 417,429.44 402,647.29 Series 1996-2 861,709.74 831,874.77 795,053.35 766,339.62 722,780.36 693,679.46 Series 1996-3 926,623.50 890,672.39 868,979.67 842,473.70 800,926.28 773,080.69 Total 2,272,871.54 2,192,409.92 2,118,514.43 2,049,242.74 1,941,136.08 1,869,407.44 CLASS A NOTES (continued) Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 OUTSTANDING BALANCES Series 1996-1 63,928,749.20 60,111,407.49 57,186,881.66 53,817,957.40 50,767,467.36 47,624,401.27 Series 1996-2 109,502,230.12 103,117,855.69 98,414,675.74 93,369,511.72 88,478,780.75 83,439,869.13 Series 1996-3 134,373,857.14 127,063,847.94 121,869,534.48 116,105,107.95 110,587,944.48 104,965,442.31 Total 307,804,836.46 290,293,111.12 277,471,091.88 263,292,577.07 249,834,192.59 236,029,712.71 PRINCIPAL PAID Series 1996-1 4,050,479.96 3,817,341.71 2,924,525.83 3,368,924.26 3,050,490.04 3,143,066.09 Series 1996-2 6,462,934,86 6,384,374.43 4.703,179.95 5,045,164.02 4,890,730.97 5,038,911.62 Series 1996-3 7,959,823.20 7,310,009.20 5,194,313.46 5,764,426.53 5,517,163.47 5,622,502.17 Total 18,473,238.02 17,511,725.34 12,822,019.24 14,178,514.81 13,458,384.48 13,804,479.88 INTEREST PAID Series 1996-1 384,649.14 361,730.17 340,130.38 323,582.44 304,519.94 287,259.25 Series 1996-2 663,900.57 626,900.27 590,349.72 563,424.02 534,540.45 506,541.02 Series 1996-3 740,135.14 698,744.06 660,732.01 633,721.58 603,746.56 575,057.31 Total 1,788,684.85 1,687,374.50 1,591,212.11 1,520,728.04 1,442,806.95 1,368,857.58 CLASS B NOTES Opening Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97 OUTSTANDING BALANCES Series 1996-1 4,162,261.24 4,111,013.48 4,033,064.15 3,957,817.39 3,866,474.66 3,793,825.47 3,712,242.01 Series 1996-2 6,842,357.15 6,723,096.55 6,512,779.73 6,349,046.72 6,158,448.71 6,004,506.54 5,871,575.43 Series 1996-3 7,878,205.85 7,705,954.75 7,604,651.68 7,446,417.87 7,263,510.10 7,109,712.77 6,946,131.29 Total 18,882,824.24 18,540,064.78 18,150,495.56 17,753,281.98 17,288,433.47 16,908,044.78 16,529,948.73 PRINCIPAL PAID Series 1996-1 51,247.76 77,949.33 75,246.76 91,342.73 72,649.19 81,583.46 Series 1996-2 119,260.60 210,316.82 163,733.01 190,598.01 153,942.17 132,931.11 Series 1996-3 172,251.10 101,303.07 158,233.81 182,907.77 153,797.33 163,581.48 Total 342,759.46 389,569.22 397,213.58 464,848.51 380,388.69 378,096.05 INTEREST PAID Series 1996-1 26,118.19 25,796.61 25,307.48 24,835.30 24,262.13 23,806.25 Series 1996-2 42,992.81 42,243.46 40,921.97 39,893.18 38,695.59 37,728.32 Series 1996-3 45,365.34 44,373.46 43,790.12 42,878.96 41,825.71 40,940.10 Total 114,476.34 112,413.53 110,019.57 107,607.44 104,783.43 102,474.67 CLASS B NOTES (continued) Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 OUTSTANDING BALANCES Series 1996-1 3,616,565.51 3,529,002.26 3,444,403.34 3,356,813.14 3,284,334.51 3,204,137.40 Series 1996-2 5,724,779.27 5,581,017.71 5,446,045.59 5,320,900.48 5,209,057.74 5,084,913.16 Series 1996-3 6,762,607.68 6,602,043.28 6,460,059.28 6,324,402.54 6,205,148.93 6,073,474.95 Total 16,103,952.46 15,712,063.25 15,350,508.21 15,002,116.16 14,698,541.18 14,362,525.51 PRINCIPAL PAID Series 1996-1 95,676.50 87,563.25 84,598.92 87,590.20 72,478.63 80,197.11 Series 1996-2 146,796.16 143,761.56 134,972.12 125,145.11 111,842.74 124,144.58 Series 1996-3 183,523.61 160,564.40 141,984.00 135,656.74 119,253.61 131,673.98 Total 425,996.27 391,889.21 361,555.04 348,392.05 303,574.98 336,015.67 INTEREST PAID Series 1996-1 23,294.32 22,693.95 22,144.49 21,613.63 21,064.00 20,609.20 Series 1996-2 36,893.07 35,970.70 35,067.39 34,219.32 33,432.99 32,730.25 Series 1996-3 39,998.14 38,941.35 38,016.77 37,199.17 36,418.02 35,731.32 Total 100,185.53 97,606.00 95,228.65 93,032.12 90,915.01 89,070.77 NEWCOURT RECEIVABLES ASSET TRUST SUMMARY OF PERFORMANCE FOR THE YEAR ENDED DECEMBER 31, 1997 CLASS C NOTES Opening Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97 OUTSTANDING BALANCES Series 1996-1 4,162,261.24 4,111,013.48 4,033,064.15 3,957,817.39 3,866,474.66 3,793,825.47 3,712,242.01 Series 1996-2 6,842,357.15 6,723,096.55 6,512,779.73 6,349,046.72 6,158,448.71 6,004,506.54 5,871,575.43 Series 1996-3 7,878,205.85 7,705,954.75 7,604,651.68 7,446,417.87 7,263,510.10 7,109,712.77 6,946,131.29 Total 18,882,824.24 18,540,064.78 18,150,495.56 17,753,281.98 17,288,433.47 16,908,044.78 16,529,948.73 PRINCIPAL PAID Series 1996 51,247.76 77,949.33 75,246.76 91,342.73 72,649.19 81,583.46 Series 1996-2 119,260.60 210,316.82 163,733.01 190,598.01 153,942.17 132,931.11 Series 1996-3 172,251.10 101,303.07 158,233.81 182,907.77 153,797.33 163,581.48 Total 342,759.46 389,569.22 397,213.58 464,848.51 380,388.69 378,096.05 INTEREST PAID Series 1996-1 31,390.39 31,003.89 30,416.03 29,848.54 29,159.66 28,611.77 Series 1996-2 52,572.11 51,655.79 50,039.86 48,781.84 47,317.41 46,134.63 Series 1996-3 56,854.39 55,611.31 54,880.24 53,738.32 52,418.33 51,308.43 Total 140,816.89 138,270.99 135,336.13 132,368.70 128,895.40 126,054.83 CLASS C NOTES (continued) Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 OUTSTANDING BALANCES Series 1996-1 3,616,565.51 3,529,002.26 3,444,403.34 3,356,813.14 3,284,334.51 3,204,137.40 Series 1996-2 5,724,779.27 5,581,017.71 5,446,045.59 5,320,900.48 5,209,057.74 5,084,913.16 Series 1996-3 6,762,607.68 6,602,043.28 6,460,059.28 6,324,402.54 6,205,148.93 6,073,474.95 Total 16,103,952.46 15,712,063.25 15,350,508.21 15,002,116.16 14,698,541.18 14,362,525.51 PRINCIPAL PAID Series 1996 95,676.50 87,563.25 84,598.92 87,590.20 72,478.63 80,197.11 Series 1996-2 146,796.16 143,761.56 134,972.12 125,145.11 111,842.74 124,144.58 Series 1996-3 183,523.61 160,564.40 141,984.00 135,656.74 119,253.61 131,673.98 Total 425,996.27 391,889.21 361,555.04 348,392.05 303,574.98 336,015.67 INTEREST PAID Series 1996-1 27,996.49 27,274.93 26,614.56 25,976.54 25,315.97 24,769.36 Series 1996-2 45,113.27 43,985.39 42,880.82 41,843.78 40,882.25 40,022.93 Series 1996-3 50,127.91 48,803.49 47,644.75 46,620.09 45,641.10 44,780.49 Total 123,237.67 120,063.81 117,140.13 114,440.41 111,839.32 109,572.78 II) PORTFOLIO PERFORMANCE Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97 DELINQUENCY 31-60 days past due 18,736,567 17,874,099 17,431,932 16,420,038 15,866,277 15,405,963 61-90 days past due 3,223,447 3,135,383 3,092,035 2,925,087 2,850,777 2,670,784 over 90 days past due 1,140,002 1,190,834 1,161,801 1,064,485 1,510,507 2,238,677 LOSSES Gross Charge-Offs 376,421 314,117 358,609 288,915 403,851 561,154 Recoveries 304,605 207,425 207,940 231,263 286,000 400,595 Net Charge-Offs 71,816 106,692 150,669 57,652 117,851 160,559
II) PORTFOLIO PERFORMANCE (continued)
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 DELINQUENCY 31-60 days past due 14,421,712 13,736,345 13,044,323 12,449,976 11,817,871 10,571,971 61-90 days past due 2,499,295 2,441,176 2,300,515 2,204,397 2,088,466 1,969,589 over 90 days past due 1,991,637 1,808,871 1,805,407 1,693,637 1,585,384 1,500,927 LOSSES Gross Charge-Offs 505,062 442,668 517,074 476,248 440,696 419,316 Recoveries 343,243 336,190 396,481 407,173 346,064 281,103 Net Charge-Offs 161,819 106,478 120,593 69,075 94,632 138,213 NOTE: The Gross Charge-Off amount in the Losses section identified in the respective month is included in the balance of "over 90 days past due" reported in the Delinquency section NEWCOURT RECEIVABLES ASSET TRUST SUMMARY OF PERFORMANCE FOR THE YEAR ENDED DECEMBER 31, 1997 III) RESERVE ACCOUNT Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97 BEGINNING BALANCE 4,521,121.51 4,367,079.92 4,226,071.36 4,092,164.92 3,886,235.03 3,748,122.23 INTEREST EARNINGS 25,228.45 19,968.58 17,729.42 20,260.20 17,920.05 19,898.93 INTEREST EARNINGS TO NEWCOURT (25,228.45) (19,968.58) (17,729.42) (20,260.20) (17,920.05) (19,898.93) RESERVE REPATRIATION (154,041.59) (141,008.56) (133,906.44) (205,929.89) (138,112.80) (154,742.51) ENDING BALANCE 4,367,079.92 4,226,071.36 4,092,164.92 3,886,235.03 3,748,122.23 3,593,379.72
III) RESERVE ACCOUNT (continued)
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 BEGINNING BALANCE 3,593,379.72 3,400,127.42 3,217,172.38 3,081,721.09 2,932,968.10 2,792,312.75 INTEREST EARNINGS 16,816.58 16,411.16 17,697.99 13,490.30 14,661.30 14,999.41 INTEREST EARNINGS TO NEWCOURT (16,816.58) (16,411.16) (17,697.99) (13,490.30) (14,661.30) (14,999.41) RESERVE REPATRIATION (193,252.30) (182,955.04) (135,451.29) (148,752.99 (140,655.35) (144,765.11) ENDING BALANCE 3,400,127.42 3,217,172.38 3,081,721.09 2,932,968.10 2,792,312.75 2,647,547.64
III) CASH COLLATERAL ACCOUNT
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97 BEGINNING BALANCE 1,612,070.33 1,599,681.05 1,585,169.96 1,555,395.66 1,540,001.68 1,503,193.63 INTEREST EARNINGS 7,881.72 8,629.56 6,320.83 7,600.00 6,406.84 8,800.68 INTEREST EARNINGS TO NEWCOURT (7,881.72) (8,629.56) (6,320.83) (7,600.00) (6,406.84) (8,800.68) CASH COLLATERAL (12,389.28) (14,511.09) (29,774.30) (15,393.98) (36,808.05) (30,059.61) ENDING BALANCE 1,599,681.05 1,585,169.96 1,555,395.66 1,540,001.68 1,503,193.63 1,473,134.02
III) CASH COLLATERAL ACCOUNT (continued)
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 BEGINNING BALANCE 1,473,134.02 1,462,371.14 1,418,826.27 1,357,635.39 1,311,452.41 1,289,446.17 INTEREST EARNINGS 5,798.23 7,411.63 7,404.77 5,616.43 6,677.63 5,324.58 INTEREST EARNINGS TO NEWCOURT (5,798.23) (7,411.63) (7,404.77) (5,616.43) (6,677.63) (5,324.58) CASH COLLATERAL (10,762.88) (43,544.87) (61,190.88) (46,182.98) (22,006.24) (17,260.78) ENDING BALANCE 1,462,371.14 1,418,826.27 1,357,635.39 1,311,452.41 1,289,446.17 1,272,185.39
EX-99.2 3 EX 99.2 ANNUAL STATEMENT AS TO COMPLIANCE EXHIBIT 99.2 ANNUAL STATEMENT AS TO COMPLIANCE NEWCOURT CREDIT GROUP INC. NEWCOURT RECEIVABLES ASSET TRUST The undersigned, a duly authorized representative of Newcourt Credit Group Inc. ("Newcourt"), as Servicer pursuant to the Pooling, Collateral Agency and Servicing Agreement dated as of April 15, 1996 (the "Pooling and Servicing Agreement"), among Newcourt Receivables Corporation, as Seller, Newcourt, as Servicer, Fleet National Bank, as Collateral Agent, and Chase Manhattan Bank Delaware, as Issuer Trustee, does hereby certify that: 1. Capitalized terms used in this Certificate have their respective meanings set forth in the Pooling and Servicing Agreement. 2. Newcourt is as of the date hereof the Servicer under the Pooling and Servicing Agreement. 3. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate. 4. This Certificate is delivered pursuant to Section 3.11 of the Pooling and Servicing Agreement. 5. A review of the activities of the Servicer during the year ended December 31, 1997 and of its performance under the Pooling and Servicing Agreement was made under my supervision. 6. Based on such review, to the best of the undersigned's knowledge, the Servicer has performed or caused to be performed in all material respects all of its obligations under the Pooling and Servicing Agreement throughout such year and no Servicer Default has occurred or is continuing except as set forth in paragraph 7 below. 7. The following is a description of each Servicer Default under the provisions of the Pooling and Servicing Agreement known to me to have occurred during the year ended December 31, 1997, which sets forth in detail the (i) nature of each such Servicer Default, (ii) the action taken by the Servicer, if any, to remedy each such Servicer Default and (iii) the current status of each such Servicer Default: NONE IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Servicer, has duly executed this Certificate this 30th day of March, 1998. By: /s/ Daniel A. Jauernig --------------------------------- Daniel A. Jauernig Chief Financial Officer EX-99.3 4 EX 99.3 ANNUAL INDEPENDENT ACCOUNTANTS REPORT EXHIBIT 99.3 [LOGO] ERNST & YOUNG To the Board of Directors of Newcourt Credit Group Inc.: We have audited the Monthly Reports (the "Reports") of Newcourt Credit Group Inc. for the year ended December 31, 1997 (calculated in accordance with the provisions of sub-section 4.3(d) of the Pooling, Collateral Agency and Servicing Agreement of Newcourt Asset Receivables Trust (the "Agreement") dated April 15, 1996). The Reports are the responsibility of the management of the Company. Our responsibility is to express an opinion on the Reports based on our audit. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Reports. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Reports. In our opinion, the Reports for the year ended December 31, 1997 are calculated, in all material respects, in accordance with the provisions of sub-section 4.3(d) of the Agreement dated April 15, 1996. /s/ Ernst & Young ------------------------ Chartered Accountants Toronto, Canada March 6, 1998 [Logo] ERNST & YOUNG To the Board of Directors of Newcourt Credit Group Inc.: At your request, we have reviewed Newcourt Credit Group Inc.'s compliance with the servicing of Contracts under Articles III, IV and VIII of the Pooling, Collateral Agency and Servicing Agreement of Newcourt Asset Receivables Trust (the "Agreement") dated April 15, 1996 for the year ended December 31, 1997. Our review was made in accordance with generally accepted standards for review engagements and accordingly consisted primarily of enquiry, analytical procedures and discussion related to information supplied to us by the Company. Certain matters of compliance in Articles III, IV and VIII contain terms such as: "reasonable care," "reasonable efforts," "best efforts," and "reasonable manner." For the purposes of this review engagement, these terms are interpreted to mean "in the same manner in which Newcourt services comparable contracts that it services on their own account." A review does not constitute an audit and consequently we do not express an audit opinion on this matter. Based on our review, nothing has come to our attention that causes us to believe that the servicing of Contracts for the year ended December 31, 1997 was not in compliance with the provisions of Articles III, IV and VIII of the Agreement, including the interpretations set out above. /s/ Ernst & Young ------------------------ Chartered Accountants Toronto, Canada March 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----