-----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, OLF/swjNuS+N/03nQCszglcU01DeURmyqBXeK2lEXjpD3GnPjqgJuA7iIX8wDKdh 245GS5lXCitzeE5N5C1zDA== 0000878721-99-000002.txt : 19990406 0000878721-99-000002.hdr.sgml : 19990406 ACCESSION NUMBER: 0000878721-99-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT TRUST PH-1 CENTRAL INDEX KEY: 0000878721 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 136982194 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-19553 FILM NUMBER: 99587038 BUSINESS ADDRESS: STREET 1: 450 W 33RD ST STREET 2: C/O CHEMICAL BANK CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2129468068 MAIL ADDRESS: STREET 1: C/O CHEMICAL BANK STREET 2: 450 WEST 33RD ST, 15TH FL CITY: NEW YORK STATE: NY ZIP: 10001 10-K 1 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 December 31, 1998 GOVERNMENT TRUST PH-1 (Exact name of Registrant as specified in its governing instrument) State or other jurisdiction of incorporation: New York Commission File Number: 0-19553 IRS Employer Identification No.: 13-6982194 c/o The Chase Manhattan Bank Corporate Trustee Administration 450 West 33rd Street New York, New York 10001 (212) 946-8608 _________________________ (Address, including zip code, and telephone number of principal executive offices ) Securities Registered Pursuant to Section 12(g) of the Act : 7.50% Current Coupon Certificates, Class PH-1 ( Title of Class ) 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 DOCUMENTS INCORPORATED BY REFERENCE Semiannual Report as of February 17, 1998 Exhibit B Semiannual Report as of August 17, 1998 Exhibit C Annual Report as of March 31, 1999 Exhibit D Part I Item 1. Business Not Applicable . Item 2. Properties . See list of assets set forth in Exhibit A. Item 3. Legal Proceedings. None 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) Market Information . Certificates are not traded on any market or exchange. (b) Holders . The number of registered holders for Zero Coupon Certificates, Class PH-1 on December 31, 1998 was 1. (c) Dividends . $4,664,450.00 distributed to holders for Zero Coupon Certificates, Class PH-1 on February 17, 1998. $4,521,387.50 distributed to holders for Zero Coupon Certificates, Class PH-1 on August 17, 1998. Item 6. Selected Financial Data Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . Not Applicable. Item 8. Financial Statements and Supplementary Data. Not Applicable . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not Applicable. 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 (a) Security ownership of certain beneficial owners. ______________________________________________________________________________ (1) Title of (2) Name and (3) Amount and (4) Percent Class address nature of of class of benefi- Beneficial cial owner ownership ______________________________________________________________________________ Zero Coupon Cede & Co. $ 15,022,000 100.00% Certificates, P.O. Box 20 Class PH-1 Bowling Green Station New York, NY 10004 ______________________________________________________________________________ (b) Security ownership of management Not Applicable. (c) Changes in control. Not Applicable. Item 13. Certain Relationships and Related Transactions. (a) Transactions with management and others. Not Applicable. (b) Certain business relationships. Not Applicable . (c) Indebtedness of management . Not Applicable . (d) Transactions with promoters. Not Applicable . PART IV Item 14. Exhibits, Financial Schedules, Reports on Form 8-K. (a) The following is a list of documents filed as part of this report : Exhibit Document A List of Assets held by Trust on December 31, 1998 B Semiannual Report as of February 17, 1998 C Semiannual Report as of August 17, 1998 D Annual Report as of March 31, 1999 (b) Not applicable (c) Not applicable SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Government Trust PH-1 (Registrant) By : ______Dennis Kildea________ Assistant Vice President Date : March 31, 1999 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By : ______ Andrew Taylor_____________________ Vice President Date : March 31, 1999 By : ______Dennis Kildea__________ Assistant Vice President Date : March 31, 1999 Exhibit A REPUBLIC OF THE PHILIPPINES GOVERNMENT TRUST PH-1 U. S. Government Securities Maturity Par Amount Coupon February 15, 1999 439,000 0.0000 August 15, 1999 424,000 0.0000 February 15, 2000 410,000 0.0000 August 15, 2000 372,000 0.0000 Republic of the Philippines PH-1 Note Principal Amount Rate of Outstanding Interest Due Date $ 15,022,440.18 7.53% Aug 15, 2000 Exhibit B THE CHASE MANHATTAN BANK 450 West 33rd Street New York , New York 10001 Trustee's Semiannual Report To the Holders of Government Trust PH-1 7.50% Current Coupon Certificates ( Republic of the Philippines FMS Refinancing ) and Defense Security Assistance Agency The Pentagon Washington , DC 20301-2800 Attention of the Comptroller, DSAA i. On February 17, 1998, the Certificate Payment Date, the aggregate amount distributed to the Holders was $4,664,450.00. The portions thereof allocable to the principal and interest payments on the Related Note was $4,197,450.00 and to payments from the Securities Trust $467,000.00. ii. The aggregate Initial Amount of the Certificates issued by such Trust and remaining outstanding after such distribution is $18,837,000.00. iii. The unpaid principal amount of the Related Note following such distribution is $ 18,837,440.18. iv. The sum of the amount referred to in (i) above, plus the amount paid to the Trustee in respect of the Trustee's fees and expenses was not less than the sum of ninety percent (90%) of the amount required to have been paid by the Borrower on the Related Note(s) on the immediately preceding Note Payment Date plus the payment received by the Trustee from the related Securities Trust on the Certificate Payment Date. No Payment Default has occurred and is continuing since our previous report. To the best of my knowledge and belief, this Semiannual Report is complete and accurate. By: __________________ Dennis Kildea Assistant Vice President Report dated as of February 17, 1998 (Tax ID No. 13-6982194) Exhibit C THE CHASE MANHATTAN BANK 450 West 33rd Street New York , New York 10001 Trustee's Semiannual Report To the Holders of: Government Trust PH-1 7.50% Current Coupon Certificates ( Republic of the Philippines FMS Refinancing ) and Defense Security Assistance Agency The Pentagon Washington , DC 20301-2800 Attention of the Comptroller, DSAA i. On August 17, 1998, the Certificate Payment Date, the aggregate amount distributed to the Holders was $4,521,387.50. The portions thereof allocable to the principal and interest payments on the Related Note was $4,068,387.50 and to payments from the Securities Trust $453,000.00. ii. The aggregate Initial Amount of the Certificates issued by such Trust and remaining outstanding after such distribution is $15,022,000.00. iii. The unpaid principal amount of the Related Note following such distribution is $15,022,440.18. iv. The sum of the amount referred to in (i) above, plus the amount paid to the Trustee in respect of the Trustee's fees and expenses was less than the sum of ninety percent (90%) of the amount required to have been paid by the Borrower on the Related Note(s) on the immediately preceding Note Payment Date plus the payment received by the Trustee from the related Securities Trust in respect of such Certificate Payment Date in the amount of $829.01. No Payment Default has occurred and is continuing since our previous report. To the best of my knowledge and belief, this Semiannual Report is complete and accurate. All capitalized terms used herein have the meanings assigned to them in the Declaration of Trust dated as of September 20, 1991. By: __________________ Dennis Kildea Assistant Vice President Report dated as of August 17, 1998 (Tax ID No. 13-6982194) Exhibit D THE CHASE MANHATTAN BANK 450 West 33rd Street New York, New York 10001 Trustee's Annual Report To the holders of: - - Government Trust PH-1 7.50% Coupon Certificates, Class PH-1 (Republic of the Philippines FMS Refinancing) - - Defense Security Assistance Agency The Pentagon Washington, D.C. 20301-2800 Attention of the Comptroller , DSAA i. During the year ending December 31, 1998, $9,185,837.50 was distributed to the holders of the Current Coupon Certificates and this amount is allocable as follows: a. 90% from interest payments made on the Republic of the Philippines Promissory Note on February 2, 1998 and August 3, 1998. b. 10% from the proceeds of maturities of United States Treasury Strips due February 17, 1998 and August 17, 1998. ii. The aggregate Initial Amount of the Certificates issued by such Trust and remaining outstanding after such distributions is $15,022,000.00. iii. The unpaid principal amount of the Republic of the Philippines Promissory Note following the February 17, 1998 and August 17, 1998 distributions is $15,022,440.18. iv. The sum of the amount referred to in (i), above, plus the amount paid to the Trustee in respect of the Trustee's fees and expenses was not less than the sum of ninety percent (90%) of the amount required to have been paid by the Borrower on the Related Note(s) on the immediately preceding Note Payment Dates plus the payment received by the Trustee from the Related Securities Trust in respect of such Certificate Payment Dates. Please be advised that no Payment Default has occurred and is continuing with respect to the February 17 and August 17, 1998 Certificate Payment Dates. There have been no payments under the Guaranty with respect to the February 2, 1998 and August 3, 1998 Note Payment Dates next preceding the February 17, 1998 and August 17, 1998 Certificate Payment Dates. To the best of my knowledge and belief, this Annual Report is complete and accurate. All capitalized terms used herein have the meanings assigned to them in the Declaration of Trust dated as of September 20, 1991. By ___________________________ Dennis Kildea Assistant Vice President Report dated as of March 31, 1999 Tax I.D. No. 13-6982194 INDEPENDENT AUDITORS' REPORT Government Trust PH-1: We have audited the accompanying balance sheet of Government Trust PH-1 (the "Trust") as of December 31, 1998 and the related statements of income, cash flows and changes in trust balance for the year then ended. These financial statements are the responsibility of the management of the Trust. Our responsibility is to express our opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of the securities that the Depository, Chase Manhattan Bank, was holding as of December 31, 1998 for the account of the Republic of Philippines, for the purpose described in Note 4 of the notes to financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of the Trust at December 31, 1998 and the results of its operations, cash flows and changes in Trust balance for the year then ended in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP February 26, 1999 New York, New York Government Trust PH-1 Balance Sheet December 31, 1998 Assets Loan Note Receivable - at amortized cost, net of unamortized discount of $30,528 $14,991,472 Accrued Interest Receivable 455,605 __________ Total Assets $15,447,077 Liabilities and Trust Balance Accrued Expenses Payable $ 943 Trust Balance - Comprised of Owners' Equity in Government Trust Certificates 15,446,134 Total Liabilities and ___________ Trust Balance $15,447,077 The accompanying notes are an integral part of these financial statements. Government Trust PH-1 Statement of Income For the year ended December 31, 1998 Interest Income on the Loan Note $1,376,640 Trustee Fees and other Expenses (4,073) ___________ Net Income $1,372,567 The accompanying notes are an integral part of these financial statements. Government Trust PH-1 Statement of Cash Flows For the year ended December 31, 1998 Increase (Decrease) in Cash Cash Flows from Financing Activities: Distributions to Certificate Owners and the Republic $(9,185,837) Trustee Fees and other expenses paid (6,224) ___________ Net Cash Flows used in Financing Activities $(9,192,061) Cash Flows from Investing Activities: Principal and Interest Received on the Loan Note 9,192,061 __________ Net Cash Flows from Investing Activities 9,192,061 __________ Net Decrease in Cash 0 __________ Cash Balance at the beginning of period 0 __________ Cash Balance at the end of period $ 0 __________ The accompanying notes are an integral part of these financial statements. Government Trust PH-1 Statement of Changes in Trust Balance For the Year Ended December 31, 1998 Trust Balance at January 1, 1998 $23,259,404 Net Income 1,372,567 Distributions to Certificate Owners and the Republic (9,185,837) _________ Trust Balance at December 31, 1998 $15,446,134 The accompanying notes are an integral part of these financial statements. GOVERNMENT TRUST PH-1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 Note 1. Organization and Operations Government Trust PH-1 (the "Trust") is a limited purpose trust established under the laws of the state of New York pursuant to a Declaration of Trust (the "Declaration") between the Trust and Chase Manhattan Bank, as Trustee (the "Trustee"). The Trust was created for the sole purpose of the issuance and sale of a single class of Current Coupon Certificates (the"Certificates"). The assets of the Trust consist of a Promissory Note (a "Loan Note") from the Republic of the Philippines (the "Republic"). The Loan Note is backed by a full faith and credit guaranty (the "Guaranty") issued by the United States of America, acting through the Defense Security Assistance Agency of the Department of Defense (the "DSAA"), of the due and punctual payment of 90% of all payments of principal and interest due on the Loan Note (the "Guaranteed Portion") and a security interest in certain collateral, consisting of non-callable securities issued or guaranteed by the United States Government, sufficient to pay the remaining 10% of all payments of principal and interest due on the Loan Note (the "Unguaranteed Secured Portion"). The Loan Note and Certificates are not subject to prepayment or acceleration. In connection with the issuance of the Certificates, underwriting discounts of $261,270 and a portion of the total offering expenses of approximately $326,814 associated with the offering of the Trust and the simultaneous offering of Government Trust PH-2, similar in organization and operation to the Trust, were paid out of the proceeds of the Trust. Note 2. Loan Note The Loan Note in the original principal amount of $58,060,440 evidences a loan made by the Trust to the Republic subject to the terms and conditions of a Loan Agreement (the "Loan Agreement") between the Trust and the Republic. The proceeds from the Loan Note were used to prepay certain loans made to the Republic from the Federal Financing Bank. Semiannual payments of interest at an annual rate of 7.53% are due on the Loan Note on each February 1 and August 1 (each a "Note Payment Date"). On the February 2, 1998 and August 3, 1998 Note Payment Dates, the Republic made its scheduled payments of principal on the Loan Note in the amounts of $3,815,000 and $3,815,000, along with interest thereon, respectively. Scheduled principal payments are due on each Note Payment Date as follows: Payment Date Principal Payment ___________ ______________ (000's) February 1999 3,815 August 1999 3,815 February 2000 3,815 August 2000 3,577 On February 1, 1999 the Republic made it scheduled principal payment of $3,815,000 along with interest due thereon. The Government of the United States, acting through the DSAA, has agreed to guarantee the repayment of the Guaranteed Portion of amounts due to the Trust under the Loan Note. The Republic has also agreed to pledge certain collateral as security for the repayment of the Unguaranteed Secured Portion, as more fully described in Note 4. The Loan Note is carried on the balance sheet of the Trust at amortized cost. The estimated fair value of the Loan Note approximates the fair value of the Certificates. The estimated fair value of the Certificates at December 31, 1998 was approximately $17.1 million. The estimate of the fair value of the Certificates is based upon the present values of the cash flows using risk-adjusted spreads to the U.S. Treasury curve. Although management of the Trust is not aware of any factor that would significantly affect the estimated fair value of the Loan Note or the Certificates, the Loan Note and the Certificates have not been revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amount presented herein. Note 3. The Current Coupon Certificates On September 30, 1991, the Trust issued Certificates in the aggregate principal amount of $58,060,000, bearing interest at an annual rate of 7.5% and having a final maturity date of August 15, 2000. Each of the Certificates evidences an undivided fractional interest in the Trust, and represents the right to receive a portion of the semiannual payments due on the Loan Note held by the Trust. Semiannual payments of interest on the Certificates are due on February 15 and August 15 of each year (each a "Certificate Payment Date"), through August 2000. On the February 15, 1998 and August 15, 1998 Certificate Payment Dates, the Trust made its scheduled payments of principal on the certificate in the amounts of $4,664,450 and $4,521,387, along with interest thereon, respectively. Scheduled payments are due on each Certificate Payment Date as follows: Payment Date Principal Payment February 1999 4,378,325 August 1999 4,235,262 February 2000 4,092,200 August 2000 3,711,137 On February 15, 1999 the Trust made its scheduled payment of $4,378,325, along with interest thereon. Note 4. The Collateral In accordance with the Collateral Depositary Agreement (the "Depositary Agreement") between the Republic, the Trustee, and Chase Manhattan Bank as depository (the "Depository"), and in order to provide security for the payment of the Unguaranteed Secured Portion, the Republic has pledged certain collateral, consisting of non-callable securities issued or guaranteed by the United States Government (together with the proceeds thereof, the "Collateral"). The Collateral is of such amounts and has such payment dates as to enable the Trustee to receive on or immediately prior to each Certificate Payment Date an amount sufficient to pay the Unguaranteed Secured Portion if timely payment on the Loan Note has not been received by the related Note Payment Date. All of the Collateral was deposited with the Depository on the date that the loans evidenced by the Loan Note were made by the Trust to the Republic. Note 5. The Trustee Pursuant to the Declaration the Trustee established a separate trust account for the Trust. All payments received with respect to the Loan Notes, the Guaranty and any relevant Collateral are deposited in the trust account for the benefit of the holders of the Certificates after deducting the fees of the Trustee, the Depository and any additional expenses of the Trust. Any excess funds remaining in the trust account after the payment of interest and principal on the Certificates will revert back to the Republic to the extent such funds were provided by the Republic but not needed for the above purpose. Note 6. Income Taxes The Trust is classified as a Grantor Trust and will not be subject to Federal income taxes. Each Certificate holder is treated for Federal income tax purposes as the owner of a pro rata undivided fractional interest in the assets held by the Trust. The difference between the financial reporting and income tax bases of the Trust's assets and liabilities is not significant. -----END PRIVACY-ENHANCED MESSAGE-----