-----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, GxfM4Gxs8J9gPlmN/5wWmm/kPsciAO2md2Ab7exbdxWutx6HhUcXKSNiHKS7mR/t l1Jd+XbsesAsVA+kCGhivw== 0000950130-98-002022.txt : 19980422 0000950130-98-002022.hdr.sgml : 19980422 ACCESSION NUMBER: 0000950130-98-002022 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980421 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELMWOOD FUNDING LTD CENTRAL INDEX KEY: 0001024123 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-12809 FILM NUMBER: 98598116 BUSINESS ADDRESS: STREET 1: PO BOX 1984 ELIZABETHAN SQUARE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN BWI STATE: E9 BUSINESS PHONE: 8099498244 10-K 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 31 December 1997 Commission File Number: 001-12809 ELMWOOD FUNDING LIMITED (Exact name of registrant as specified in its charter) Cayman Islands N/A (state or other jurisdiction of (IRS Employer incorporation or organisation) Identification No.) PO Box 1984 Elizabethan Square George Town Grand Cayman British West Indies (345) 949-8244 (Address, including zip code, and telephone number, including area code of registrant's principal executive office) Deutsche Morgan Grenfell (Cayman) Limited PO Box 1984 Elizabethan Square George Town Grand Cayman British West Indies Attention: Derrie Boggess (345) 949-8244 (Name, address, including zip code, and telephone number, including area code, of agent for service) Registrant had 1,000 shares of common stock outstanding (all owned directly by Deutsche Morgan Grenfell (Cayman) Limited, as share trustee) as of 31 December 1997. 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 --- --- - -------------------------------------------------------------------------------- Page 1 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page number PART I Item 1. Business 4 Item 2. Properties 4 Item 3. Legal Proceedings 5 Item 4. Submission of Matters to a Vote of Security Holders 5 PART II Item 5. Market for Registrant's Common Equity and Related 5 Stockholder Matters Item 6. Selected Financial Data 5 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation 6-8 Item 8. Financial Statements and Supplementary Data Audited Statement of Operations 9 Audited Statement of Financial Condition 10 Audited Statement of Cash Flows 11 Notes to Financial Statements 12-16 Item 9. Changes in and Disagreements with Accountants on Accounting 17 and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Registrant 17-18 - -------------------------------------------------------------------------------- Page 2 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page number PART III Item 11. Executive Compensation 18 Item 12. Security Ownership of Certain Beneficial Owners and Management 18 Item 13. Certain Relationships and Related Transactions 18 PART IV Item 14. Exhibits, Financial Statements, and Reports on Form 8-K 19-20 - -------------------------------------------------------------------------------- Page 3 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- PART I ITEM 1. BUSINESS ELMWOOD FUNDING LIMITED (the "Company") was incorporated under the Companies Law (Revised) of the Cayman Islands on 17 September 1996 as an exempted company. The Company's operations consist solely of fulfilling its obligations as depositor, relating to the issue of Bond-backed Investment Certificates (the "certificates") offered through, and which represent in the aggregate, the entire beneficial ownership in a trust (the "Trust") formed pursuant to the Trust Agreement dated as of 14 March 1997 and Series Supplements to the Trust Agreement dated 14 March (1997-AT&T), 12 May 1997 (1997-Du Pont), and 16 June 1997 (1997-Du Pont-2), between the Company and the United States Trust Company, as trustee. The fourth series of certificates, Series 1997-US Treasury-1, was issued on 22 August 1997, pursuant to the Trust Agreement dated as of 1 August 1997 and a Series Supplement to the Trust Agreement dated 22 August 1997. The Company has thus surrendered to the Trust all future economic interests in both the certificates issued and the underlying securities by which they are collateralised. According to the terms of the trust agreements, the holders of the certificates can look only to the related collateral held by the Trust for repayment of both principal and interest. The certificates do not represent a recourse obligation or interest in the Company and in accordance with United States generally accepted accounting principles the certificates and related collateral are not reflected in the accompanying statement of financial condition. Each series of certificates represents the entire beneficial ownership interest in a publicly issued fixed income debt security issued pursuant to an effective registration statement filed with the Securities and Exchange Commission, or in a debt security issued, or directly and fully guaranteed or insured, by the Government of the United States of America, or by any of certain specified entities controlled or supervised by and acting as an instrumentality of the Government of the United States of America and exempt from the Securities Act of 1933, as amended, by reason of Section 3(a)(2) thereof, or another Federal Statute, or a pool of such debt securities together with other assets designed to assure the service or timely distribution of payments to holders of the certificates. These underlying securities are deposited in a trust for the benefit of holders of certificates of such series. ITEM 2. PROPERTIES The Company owns no physical property. - -------------------------------------------------------------------------------- Page 4 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- ITEM 3. LEGAL PROCEEDINGS The Company is not aware of any legal proceedings involving it, other than ordinary and routine legal matters incidental to its duties under agreements and other documents to which it is a party. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to vote or consent of stockholders during the fiscal year covered by this report. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company has 1,000 shares of common stock outstanding (all owned directly by Deutsche Morgan Grenfell (Cayman) Limited, as share trustee). There is no established secondary market for this stock. Item 6. SELECTED FINANCIAL DATA
======================================================================================= 31 December 31 DECEMBER 1997 1996 (US$) (US$) - --------------------------------------------------------------------------------------- Sales/Operating Revenues - - - --------------------------------------------------------------------------------------- Income (Loss) - - - --------------------------------------------------------------------------------------- Income (loss) / Share - - - --------------------------------------------------------------------------------------- Total Assets 1,000 1,000 - --------------------------------------------------------------------------------------- Long-Term Obligations - - - --------------------------------------------------------------------------------------- Cash Dividends / Common Share - - =======================================================================================
- -------------------------------------------------------------------------------- Page 5 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Financial condition The Company purchased US$25,000,000, nominal value, of the US$500,000,000 7.75% notes due 1 March 2007 issued by AT&T on 7 March 1995 (the "Notes"). The Notes were transferred to the Trust as collateral for the 1997-AT&T series of bond backed investment certificates issued by the Trust. The transfer extinguished all amounts due to the Trust by the Company and fulfilled its obligation as depositor pursuant to the Trust Agreement. On 25 March 1997 the Company effected an issue on behalf of the Trust of US$25,000,000, nominal value, bond backed investment certificates under the 1997-AT&T series. The underwriters purchased the certificates at 98% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the Notes. The certificates bear interest at a fixed rate of 7.4%. Distributions of interest and principal will be made on or about 1 March and 1 September of each year commencing September 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 1 March 2007. The Company purchased US$16,500,000, nominal value, of the US$300,000,000 8.25% notes due 15 September 2006 issued by EI du Pont de Nemours and Company which were transferred to the Trust as collateral for the 1997-Du Pont series of bond backed investment certificates issued by the Trust. The Company purchased a further US$10,250,000, nominal value, of the US$300,000,000 8.25% notes due 15 September 2006 issued by EI du Pont de Nemours and Company which were transferred to the Trust as collateral for the 1997-Du Pont-2 series of bond backed investment certificates issued by the Trust. The transfer extinguished all amounts due to the Trust by the Company and fulfilled its obligation as depositor pursuant to the Trust Agreement. On 12 May 1997 the Company effected an issue on behalf of the Trust of US$16,500,000, nominal value, bond backed investment certificates under the 1997-Du Pont series. The underwriters purchased the certificates at 98.2% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the underlying securities. The certificates bear interest at a fixed rate of 7.5%. Distributions of interest and principal will be made on or about 15 March and 15 September of each year commencing September 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 15 September 2006. - -------------------------------------------------------------------------------- Page 6 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Financial condition (continued) On 16 June 1997 the Company effected an issue on behalf of the Trust of US$10,250,000, nominal value, bond backed investment certificates under the 1997-Du Pont-2 series. The underwriters purchased the certificates at 98.2% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the underlying securities. The certificates bear interest at a fixed rate of 7.25%. Distributions of interest and principal will be made on or about 15 March and 15 September of each year commencing September 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 15 September 2006. The Company purchased US$20,000,000, nominal value, of the US$16,015,000,000 6.875% notes due 15 May 2006 issued by the Government of the United States of America which were transferred to the Trust as collateral for the 1997-US Treasury-1 series of bond backed investment certificates issued by the Trust. The transfer extinguished all amounts due to the Trust by the Company and fulfilled its obligation as depositor pursuant to the Trust Agreement. On 22 August 1997 the Company effected an issue on behalf of the Trust of US$20,000,000, nominal value, bond backed investment certificates under the 1997-US Treasury-1 series. The underwriters purchased the certificates at 98.5% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the underlying securities. The certificates bear interest at a fixed rate of 6.375%. Distributions of interest and principal will be made on or about 15 May and 15 November of each year commencing November 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 15 May 2006. The Company has surrendered to the Trust all future economic interests in both the certificates issued and the underlying securities by which they are collateralised. According to the terms of the trust agreements, the holders of the certificates can look only to the related collateral held by the Trust for repayment of both principal and interest. The certificates do not represent a recourse obligation or interest in the Company. - -------------------------------------------------------------------------------- Page 7 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Results of operations In fulfilling its obligations as depositor and pursuant to the Trust Agreement, the Company has no future economic interest or obligation in relation to the certificates issued or the underlying securities transferred to the Trust. Accordingly no income or expenses have been incurred through the operations of the Company. All ongoing fees of the Company are met by the holders of the Retained Interest and distributed by the trusts. Therefore, these expenses are not included in the statement of operations. - -------------------------------------------------------------------------------- Page 8 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AUDITED STATEMENT OF OPERATIONS
Year ended Three Months Ended 31 December 31 December 31 December 1997 1997 1196 Note (US$) (US$) (US$) INCOME - - ------------------- -------------------- ------------------ - - - ------------------- -------------------- ------------------ EXPENDITURE - - ------------------- -------------------- ------------------ - - - ------------------- -------------------- ------------------ ------------------- -------------------- ------------------ NET INCOME FOR THE PERIOD - - - =================== ==================== ================== ------------------- -------------------- ------------------ RETAINED EARNINGS AT THE BEGINNING AND END OF THE PERIOD - - - =================== ==================== ==================
- -------------------------------------------------------------------------------- Page 9 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- Item 8. Financial Statements and Supplementary Data AUDITED STATEMENT OF FINANCIAL CONDITION
31 December 31 December 1997 1996 Note (US$) (US$) Assets Sundry debtors and prepayments 2 1,000 1,000 --------------- ------------------ 1,000 1,000 --------------- ------------------ LIABILITIES --------------- ------------------ --------------- ------------------ - - --------------- ------------------ NET ASSETS 1,000 1,000 =============== ================== CAPITAL AND RESERVES Share capital 8 1,000 1,000 Retained earnings - - --------------- ----------------- 1,000 1,000 =============== =================
- -------------------------------------------------------------------------------- Page 10 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- Item 8. Financial Statements and Supplementary Data AUDITED STATEMENT OF CASH FLOWS
YEAR THREE MONTHS ENDED ENDED 31 DECEMBER 1997 31 DECEMBER 1996 ENDED Note (US$) (US$) CASH FLOWS FROM OPERATING ACTIVITIES Net income - - Adjustments to reconcile net income to net cash used in operating activities Net change in: Sundry debtors 2 (1,000) -------------------- ----------------------- NET CASH USED IN OPERATING ACTIVITIES - (1,000) -------------------- ----------------------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds of disposal of investments 5,6 76,453,768 - Purchase of investments 4 (76,453,768) - -------------------- ----------------------- NET CASH USED IN INVESTING ACTIVITIES - - -------------------- ----------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share capital 8 - 1,000 -------------------- ----------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES - 1,000 -------------------- ----------------------- NET CHANGE IN CASH FOR THE PERIOD - - ==================== ======================= CASH AT THE BEGINNING OF THE PERIOD - - -------------------- ----------------------- CASH AT THE END OF THE PERIOD - - ==================== =======================
- -------------------------------------------------------------------------------- Page 11 ELMWOOD FUNDING LIMITED NOTES TO THE FINANCIAL STATEMENTS 31 December 1997 - -------------------------------------------------------------------------------- 1 ORGANISATION ELMWOOD FUNDING LIMITED (the "Company") was incorporated under the Companies Law (Revised) of the Cayman Islands on 17 September 1996 as an exempted company. The Company's operations consist solely of fulfilling its obligations as depositor, relating to the issue of Bond-backed Investment Certificates (the "certificates") offered through, and which represent in the aggregate, the entire beneficial ownership in a trust (the "Trust") formed pursuant to the Trust Agreement dated as of 14 March 1997 and Series Supplements to the Trust Agreement dated 14 March (1997-AT&T), 12 May 1997 (1997-Du Pont), and 16 June 1997 (1997-Du Pont-2), between the Company and the United States Trust Company, as trustee. The fourth series of certificates, Series 1997-US Treasury-1, were issued on 22 August 1997, pursuant to a Series Supplement to the Trust Agreement dated 22 August 1997. The Company has thus surrendered to the Trust all future economic interests in both the certificates issued and the underlying securities by which they are collateralised. According to the terms of the trust agreements, the holders of the certificates can look only to the related collateral held by the Trust for repayment of both principal and interest. The certificates do not represent a recourse obligation or interest in the Company and in accordance with United States generally accepted accounting principles the certificates and related collateral are not reflected in the accompanying statement of financial condition. Each series of certificates represents the entire beneficial ownership interest in a publicly issued fixed income debt security issued pursuant to an effective registration statement filed with the Securities and Exchange Commission, or in a debt security issued, or directly and fully guaranteed or insured, by the Government of the United States of America, or by any of certain specified entities controlled or supervised by and acting as an instrumentality of the Government of the United States of America and exempt from the Securities Act of 1933, as amended, by reason of Section 3(a)(2) thereof, or another Federal Statute, or a pool of such debt securities together with other assets designed to assure the service or timely distribution of payments to holders of the certificates. These underlying securities are deposited in a trust for the benefit of holders of certificates of such series. - -------------------------------------------------------------------------------- Page 12 ELMWOOD FUNDING LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 31 December 1997 - -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES These audited financial statements are prepared in accordance with United States generally accepted accounting principles. The following are the significant accounting policies adopted by the Company: FAIR VALUE OF FINANCIAL INSTRUMENTS The only financial instruments held by the Company are sundry receivables and payables where carrying value approximates the fair value. USE OF ESTIMATES The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. 3 FEES AND EXPENSES All ongoing fees of the Company are met by the holders of the Retained Interest and distributed by the trusts (see Note 6). Therefore, these expenses, estimated to be approximately US$60,000 for the year ended December 31, 1997 (1996: US$19,000), are not included in the statement of operations. 4 INVESTMENTS The Company purchased US$25,000,000, nominal value, of the US$500,000,000 7.75% notes due 1 March 2007 issued by AT&T on 7 March 1995 (the "Notes") which were transferred to the Trust as collateral for the 1997-AT&T series of bond backed investment certificates issued by the Trust. The Company also purchased US$16,500,000, nominal value, of the US$300,000,000 8.25% notes due 15 September 2006 issued by EI du Pont de Nemours and Company which were transferred to the Trust as collateral for the 1997-Du Pont series of bond backed investment certificates issued by the Trust. The Company purchased a further US$10,250,000, nominal value, of the US$300,000,000 8.25% notes due 15 September 2006 issued by EI du Pont de Nemours and Company which were transferred to the Trust as collateral for the 1997-Du Pont-2 series of bond backed investment certificates issued by the Trust. - -------------------------------------------------------------------------------- Page 13 ELMWOOD FUNDING LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 31 December 1997 - -------------------------------------------------------------------------------- 4 INVESTMENTS (CONTINUED) The Company also purchased US$20,000,000, nominal value, of the US$16,015,000,000 6.875% notes due 15 May 2006 issued by the Government of the United States of America which were transferred to the Trust as collateral for the 1997-US Treasury-1 series of bond backed investment certificates issued by the Trust. The transfers extinguished all amounts due to the Trust by the Company and fulfilled its obligation as depositor pursuant to the Trust Agreement. 5 BOND BACKED INVESTMENT CERTIFICATES On 25 March 1997 the Company effected an issue on behalf of the Trust of US$25,000,000, nominal value, bond backed investment certificates under the 1997-AT&T series. The underwriters purchased the certificates at 98% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the Notes. The certificates bear interest at a fixed rate of 7.4%. Distributions of interest and principal will be made on or about 1 March and 1 September of each year commencing September 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 1 March 2007. On 12 May 1997 the Company effected an issue on behalf of the Trust of US$16,500,000, nominal value, bond backed investment certificates under the 1997-Du Pont series. The underwriters purchased the certificates at 98.2% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the underlying securities. The certificates bear interest at a fixed rate of 7.5%. Distributions of interest and principal will be made on or about 15 March and 15 September of each year commencing September 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 15 September 2006. On 16 June 1997 the Company effected an issue on behalf of the Trust of US$10,250,000, nominal value, bond backed investment certificates under the 1997-Du Pont-2 series. The underwriters purchased the certificates at 98.2% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the underlying securities. The certificates bear interest at a fixed rate of 7.25%. Distributions of interest and principal will be made on or about 15 March and 15 September of each year commencing September 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 15 September 2006. - -------------------------------------------------------------------------------- Page 14 ELMWOOD FUNDING LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 31 DECEMBER 1997 - -------------------------------------------------------------------------------- 5 BOND BACKED INVESTMENT CERTIFICATES (CONTINUED) On 22 August 1997 the Company effected an issue on behalf of the Trust of US$20,000,000, nominal value, bond backed investment certificates under the 1997-US Treasury-1 series. The underwriters purchased the certificates at 98.5% of the outstanding principal balance. The proceeds were immediately transferred to the Company to purchase the underlying securities. The certificates bear interest at a fixed rate of 6.375%. Distributions of interest and principal will be made on or about 15 May and 15 November of each year commencing November 1997. The holders of the certificates will receive principal distributions as principal is received on the Notes. The certificates are scheduled to mature on 15 May 2006. 6 OPTIONS, RIGHTS AND RETAINED INTERESTS The holder of the retained interest retains the right to a distribution equal to the premium of the interest earned on the underlying security over that paid on the trust certificate subject to payment of ordinary expenses of the trustee and administration expenses of the Company. The rights of the holder of the retained interest to the above premium is equal in priority to the rights of the holders of the certificate to receive interest on the underlying securities. 7 FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK The Company's activities are primarily conducted with financial institutions. In connection with the terms of securitisation transactions, the bond backed investment certificates together with the underlying securities are held by the Trust and do not represent obligations of the Company. 8 SHARE CAPITAL Authorised...................50,000 ordinary shares of US$1.00 each. Issued and fully paid.........1,000 ordinary shares of US$1.00 each. 9 RELATED PARTY TRANSACTIONS Under the terms of a Declaration of Trust dated 27 September 1996 all of the issued and fully paid shares have been issued to the Share Trustee, Deutsche Morgan Grenfell (Cayman) Limited, the administrator of the Company. Pursuant to an administration agreement also dated 27 September 1996 Deutsche Morgan Grenfell (Cayman) Limited provides directors and administrative services to the Company. - -------------------------------------------------------------------------------- Page 15 ELMWOOD FUNDING LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 31 December 1997 - -------------------------------------------------------------------------------- 10 TAXATION Under the Cayman Islands Tax Concessions Law (1995 Revision), the Governor- in-Council of the Cayman Islands issued an undertaking to the Company on 8 October 1996 exempting it from all local income, profit or capital gains taxes. The undertaking has been issued for a period of 20 years and at the present time, no such taxes are levied in the Cayman Islands. Accordingly, no provision for taxes on the Company's income in the Cayman Islands is recorded. - -------------------------------------------------------------------------------- Page 16 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There was no change of accountants or disagreement with accountants on any matter of accounting principals or practices of financial disclosure. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT As at 31 December 1997 the directors of the Company, their ages, terms of service and business experience were: DAVID EGGLISHAW, SENIOR MANAGER OF DEUTSCHE MORGAN GRENFELL (CAYMAN) LIMITED. David Egglishaw, age 30, is a member of the Institute of Chartered Accountants in England and Wales and joined Deutsche Morgan Grenfell (Cayman) Limited in June 1994 having previously held a position of Senior Fund Accountant with Worthy Trust Company in Jersey, Channel Islands. Mr. Egglishaw is also the Secretary of the Cayman Islands Mutual Fund Administrators' Association. David Egglishaw was appointed as a director on 30 September 1996. JOHN CULLINANE, ASSISTANT MANAGER, TRUST AND COMPANY OF DEUTSCHE MORGAN GRENFELL (CAYMAN) LIMITED. John Cullinane, age 33, is a member of the Institute of Chartered Secretaries and Administrators and joined Deutsche Morgan Grenfell (Cayman) Limited in June 1996 having previously held a position of Assistant Manager with Deutsche Morgan Grenfell (CI) Limited in Jersey, Channel Islands. Mr. Cullinane was appointed a director on 25 August 1997. DERRIE BOGGESS, ASSISTANT MANAGER, TRUST AND COMPANY OF DEUTSCHE MORGAN GRENFELL (CAYMAN) LIMITED. Derrie Boggess, age 30, received her B.A. Degree from the University of North Carolina at Chapel Hill and holds an Honours Law Degree from the University of Liverpool. Ms. Boggess joined Deutsche Morgan Grenfell (Cayman) Limited in March 1994. Ms. Boggess was appointed a director on 30 September 1996. The above directors, all employees of Deutsche Morgan Grenfell (Cayman) Limited, are provided by Deutsche Morgan Grenfell (Cayman) Limited in accordance with its obligations under the terms of an Administrative Agreement dated 27 September 1996 between Deutsche Morgan Grenfell (Cayman) Limited and the Company. - -------------------------------------------------------------------------------- Page 17 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- The Company has no executive officers or other significant employees. Section 16(a) Beneficial Ownership Reporting Compliance There is nothing to report with respect to this item. ITEM 11. EXECUTIVE COMPENSATION Because the Company has no executive officers or other paid employees, there is nothing to report with respect to this requirement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ============================================================================================== (1) (2) (3) (4) TITLE OF NAME AND ADDRESS OF AMOUNT PERCENT CLASS BENEFICIAL AND NATURE OF OF CLASS OWNER BENEFICIAL OWNERSHIP - ---------------------------------------------------------------------------------------------- Common stock Deutsche Morgan Grenfell 1,000 shares owned 100% (Cayman) Limited directly, as share P.O. Box 1984 trustee Elizabethan Square George Town Grand Cayman British West Indies ==============================================================================================
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION There is nothing to report with respect to this item. - -------------------------------------------------------------------------------- Page 18 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K The following exhibits are filed as part of this Annual Report or, where indicated, were heretofore filed and are hereby incorporated by reference: (a) Exhibits 3.1 Certificate of Incorporation of the Company as currently in effect dated 17 September 1996, incorporated herein by reference from Exhibit 3.1 to the Company's Registration Statement on Form S-3 (File No. 333- 29327), as amended, filed with the Securities and Exchange Commission (the "Commission") on 16 June 1997. 3.2 Memorandum and Articles of Incorporation of the Company as currently in effect dated 17 September 1996, incorporated herein by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-3 (File No. 333-29327), as amended, filed with the Securities and Exchange Commission the Commission on 16 June 1997. 4.1 Standard Terms for Trust Agreements between the Company, as Depositor, and United States Trust Company, as Trustee, dated as of 1 August 1997, incorporated herein by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-29327), as amended, filed with the Commission on 16 June 1997. 4.2 Standard Terms for Trust Agreements between the Company, as Depositor, and United States Trust Company, as Trustee, dated as of 14 March 1997, incorporated herein by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-5698), as amended, filed with the Commission on 2 October 1996. 4.3 Series Supplement to the Standard Terms dated as of 22 August 1997 by and between the Company, as Depositor, and United States Trust Company of New York, as Trustee, creating the Bond-backed Investment Certificates Trust Series 1997-US Treasury-1 and providing for the issuance of the Series 1997-US Treasury-1 Certificates, incorporated herein by reference from Exhibit 4 to the Company's Registration Statement on Form 8-A (File No. 001-12809) as amended, filed with the Commission on 29 July 1997. - -------------------------------------------------------------------------------- Page 19 ELMWOOD FUNDING LIMITED Year ended 31 December 1997 - -------------------------------------------------------------------------------- Item 14. Exhibits, Financial Statements, and Reports on Form 8-K (continued) 4.4 Series Supplement to the Standard Terms dated as of 16 June 1997 by and between the Company, as Depositor, and United States Trust Company of New York, as Trustee, creating the Bond-backed Investment Certificates Trust Series 1997-Du Pont-2 and providing for the issuance of the Series 1997-Du Pont-2 Certificates, incorporated herein by reference from Exhibit 4 to the Company's Registration Statement on Form 8-A (File No. 001-12809), filed with the Commission on 13 June 1997. 4.5 Series Supplement to the Standard Terms dated as of 12 May 1997 by and between the Company, as Depositor, and United States Trust Company of New York, as Trustee, creating the Bond-backed Investment Certificates Trust Series 1997-Du Pont and providing for the issuance of the Series 1997-Du-Pont Certificates, incorporated herein by reference from Exhibit 4 to the Company's Registration Statement on Form 8-A (File No. 001-12809), filed with the Commission on 8 May 1997. 4.6 Series Supplement to the Standard Terms dated as of 14 March 1997 by and between the Company, as Depositor, and United States Trust Company of New York, as Trustee, creating the Bond-backed Investment Certificates Trust Series 1997-AT&T and providing for the issuance of the Series 1997-AT&T and providing for the issuance of the Series 1997-AT&T Certificates, incorporated herein by reference from Exhibit 4 to the Company's Registration Statement on Form 8-A (File No. 001- 12809), filed with the Commission on 14 March 1997. 27 Financial Data Schedule - -------------------------------------------------------------------------------- Page 20 ELMWOOD FUNDING LIMITED Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorised. /s/ John Cullinane 20 April 1998 - ------------------ ------------- John Cullinane Date Director /s/ Derrie Boggess 20 April 1998 - ------------------ ------------- Derrie Boggess Date Director - -------------------------------------------------------------------------------- Page 21 EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 0 0 1,000 0 0 1,000 0 0 1,000 0 0 0 0 1,000 0 1,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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