-----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, B1oDJE4syhxIpvodpcAkol+QIuax574kAk8CnD1mmuAJTrOCtSLqhD6LmUR0iUyB 5Ht8taGGtuqqZYf8wBMQhA== 0000950103-97-000058.txt : 19970131 0000950103-97-000058.hdr.sgml : 19970131 ACCESSION NUMBER: 0000950103-97-000058 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970130 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P STRUCTURED FINANCE CORP CENTRAL INDEX KEY: 0000920466 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-76482 FILM NUMBER: 97514578 BUSINESS ADDRESS: STREET 1: 60 WALL ST STREET 2: C/O JP MORGAN & CO INC CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2126483418 MAIL ADDRESS: STREET 1: 60 WALL ST STREET 2: C/O JP MORGAN & CO CITY: NEW YORK STATE: NY ZIP: 10260 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUARANTEED EXPORT TRUSTS PDVSA 1996 A CENTRAL INDEX KEY: 0000944714 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-76482-02 FILM NUMBER: 97514579 BUSINESS ADDRESS: STREET 1: 60 WALL ST STREET 2: C/O J P MORGAN & CO CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2126480783 MAIL ADDRESS: STREET 1: CORPORATE TRUST & AGENCY GROUP STREET 2: 4 ALBANY ST. CITY: NEW YORK STATE: NY ZIP: 10006 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 J.P. Morgan Structured Finance Corp. (Registrant)/ Guaranteed Export Trust-PDVSA 1996-A (Issuer) (Exact Name of Registrant as Specified in Charter) Delaware 33-76482 13-3761270 (State of Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) c/o Bankers Trust Company, As Trustee Four Albany Street New York, New York 10006 (Address of Principal Executive Offices) (Zip Code) Trustee's telephone number, including area code: (212) 250-2500 Securities registered pursuant to section 12(g) of the Act: 6.55% Certificates Due 2004, Series 1996-A, Guaranteed Export Trust-PDVSA 1996-A (Title of class) Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act 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. [X] Yes [ ] No DOCUMENTS INCORPORATED BY REFERENCE. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to certificateholders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes. FORMS 8-K DATED JUNE 15, 1996 AND DECEMBER 15, 1996. PART I Item 2. Properties Description of the Promissory Notes and Supporting Guarantee Pursuant to the Declaration of Trust relating to the issuance of Guaranteed Export Trust-PDVSA 1996-A (the "Trust") on June 15, 1996, J.P. Morgan Structured Finance Corp., the depositor, delivered to the Trust seventeen treasury rate notes of Maraven, S.A. (each treasury rate note, a "Promissory Note" and, collectively, the "Promissory Notes"), which will be amortized in 16 equal installments of principal of $13,709,154.85 and one other installment of 13,707,290.40. Such principal payment will be made on June 15 and December 15 of every year, beginning on June 15, 1996 and ending on June 15, 2004. These Promissory Notes have a fixed interest rate of 6.55%. The Promissory Notes' aggregate principal balance outstanding as of December 31, 1996 was $205,635,458.30. Such Promissory Notes were acquired by the Trust simultaneously with the issuance by the Trust of 6.55% certificates due 2004, Series 1996-A (the "Certificates") that were authenticated by the Certificate Registrar. The Certificates are designed to pass through to the holders principal and interest payments on the Promissory Notes. Pursuant to the Declaration of Trust and through the acquisition by the Trust of the Promissory Notes and the issuance by the Trust of the Certificates, 100% of all scheduled amounts of principal and interest due on the Certificates will be guaranteed (the "Guarantee") by the Export-Import Bank of the United States ("Eximbank"), an independent agency of the government of the United States of America. Such Guarantee is backed by the full faith and credit of the United States of America. In addition, Maraven, S.A. has entered into a Liquidity Agreement (the "Liquidity Agreement") with the Private Export Funding Corporation ("PEFCO") whereby PEFCO has irrevocably agreed to make advances on behalf of Maraven, S.A. to the Trustee with respect to any deficiencies on the amounts due under the Promissory Notes. Item 3. Legal Proceedings There were no legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to the certificateholders for voting. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 1. Cede & Co. is the only certificateholder of record as of the end of the reporting year. There were 32 participants at the Depository Trust Company that are the beneficial holders of the Certificates. 2. Principal market in which the Certificates are traded: The Certificates are not traded on any public market. 3. Aggregate Principal and Interest distributed on the Certificates: For the period commencing June 15, 1996 and ending December 31, 1996, the following amount was distributed to the certificateholders: Principal Interest --------- -------- $27,418,309.70 $9,134,066.64 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures: Information required by Item 304 of Reg. S-K. There were no changes in and/or disagreements with Accountants on Accounting and Financial Disclosures. PART III Item 12. Security Ownership of Certain Beneficial Owners and Management Information as required by subparagraph (a)(3) of Item 403 Reg. S-K. None. Item 13. Certain Relationships and Related Transactions Information as required by subparagraph (a)(3) of Item 404 Reg. S-K. None. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Exhibit A -- Form 8-K dated June 15, 1996 and December 15, 1996 (incorporated by reference) Exhibit B -- Auditor's Report SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Guaranteed Export Trust-PDVSA 1996-A has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GUARANTEED EXPORT TRUST-PDVSA 1996-A By: Bankers Trust Company, as Trustee January 29, 1997 By: /s/ Louis Bodi --------------- Name: Louis Bodi Title: Vice President EX-99.1 2 EXHIBIT B GUARANTEED EXPORT TRUST-PDVSA 1996-A FINANCIAL STATEMENTS DECEMBER 31, 1996 GUARANTEED EXPORT TRUST-PDVSA 1996-A FINANCIAL STATEMENTS DECEMBER 31, 1996 CONTENTS INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS 1 FINANCIAL STATEMENTS Balance Sheet 2 Statement of Operations 3 Statement of Cash Flows 4 Notes to Financial Statements 5-6 Paul Cuomo & Company Certified Public Accountants 11 East 44th Street Suite 1500 New York, NY 10017 Telephone: (212) 983-6409 Telecopy: (212) 687-1414 INDEPENDENT AUDITOR'S REPORT Bankers Trust Company, as Trustee Guaranteed Export Trust-PDVSA 1996-A We have audited the accompanying statement of financial position of Guaranteed Export Trust- PDVSA 1996-A (the "Trust") as of December 31, 1996 and the related statements of operations and cash flows for the period from April 29, 1996 (issuance of the Trust's certificates) to December 31, 1996. These financial statements are the responsibility of the Trust's management. Our responsibility is to express an 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. 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, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 1996 and the results of its operation and its cash flows for the period then ended in conformity with generally accepted accounting principles. New York, New York January 29, 1997 /s/ Paul Cuomo & Company GUARANTEED EXPORT TRUST-PDVSA 1996-A STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1996 ASSETS Interest receivable $ 598,628 Notes receivable 205,635,458 ------------------ $ 206,234,086 ================== LIABILITIES AND CERTIFICATES Interest payable to Certificateholders $ 598,628 ------------------ Total liabilities 598,628 Certificates 205,635,458 ------------------ $ 206,234,086 ================== The accompanying notes are an integral part of the financial statements. GUARANTEED EXPORT TRUST-PDVSA 1996-A STATEMENT OF OPERATIONS PERIOD ENDED DECEMBER 31, 1996 REVENUE Interest income $ 9,732,694 EXPENSES Interest expense 9,732,694 ---------------- NET INCOME $ - ================ The accompanying notes are an integral part of the financial statements. GUARANTEED EXPORT TRUST-PDVSA 1996-A STATEMENT OF CASH FLOWS PERIOD ENDED DECEMBER 31, 1996 OPERATING ACTIVITIES Net income $ - Increase in interest receivable (598,628) Increase in interest payable 598,628 ---------------- Net cash provided by operating activities - ---------------- INVESTING ACTIVITIES Proceeds from matured notes 27,418,310 ---------------- Net cash provided by investing activities 27,418,310 ---------------- FINANCING ACTIVITIES Payment on certificates (27,418,310) ---------------- Net cash used in financing activities (27,418,310) ---------------- CHANGE IN CASH - CASH AT BEGINNING OF PERIOD - ---------------- CASH AT END OF PERIOD $ - ================ SUPPLEMENTAL CASH FLOW INFORMATION Interest paid during the period $ $9,134,066 ================ The accompanying notes are an integral part of the financial statements. GUARANTEED EXPORT TRUST-PDVSA 1996-A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 1. DESCRIPTION OF THE TRUST The Guaranteed Export Trust-PDVSA 1996-A (the "Trust") was established pursuant to a Declaration of Trust between Bankers Trust Company, not in its individual capacity but only as Trustee (the "Trustee") and J.P. Morgan Structured Finance Corp. (the "Depositor") for the primary purpose of acquiring and holding seventeen promissory notes, totaling $233,053,768 issued by Maraven, S.A. (the "Obligor") and issuing certificates of beneficial interest to investors. The aggregate purchase price of the Certificates equals 100% of the principal amount of the promissory notes. Certificateholders own undivided fractional interests in the Trust and are entitled to receive semiannual payments of principal and interest due on the promissory notes in proportion to their ownership interests. The Obligor's obligation under the promissory notes are unconditionally guaranteed by Petroleos de Venezuela, S.A. ("PDVSA"). The Obligor is a subsidiary of PDVSA. In addition, each promissory note is also 100% guaranteed, as to payments of principal and interest, by the Export-Import Bank of the United States (Eximbank) backed by the full faith and credit of the United States of America. Principal payments on the seventeen 6.55% promissory notes will be due in sixteen (16) equal semiannual installments of $13,709,154.85 and one final installment of $13,709,290.40. Such payment will be made on each Note Payment Date, June 15 and December 15 of every year, beginning on June 15, 1996 and ending on June 15, 2004. The Trust also is a beneficiary of a separate irrevocable Liquidity Facility. The Liquidity Facility is in an amount equal to the scheduled payment of principal and interest and will be available to be drawn by the Trustee in the event that the Obligor and PDVSA default in their obligations to make any required payment of principal and interest on the Note Payment Date. This Facility only provides liquidity to the Trust and is entitled to reimbursement from amounts paid to the Trust under the Eximbank guarantee. Basis of Presentation The accompanying financial statements for the trust have been prepared on the accrual basis of accounting. Interest income receivable and payable have been calculated and are reflected in the financial statements. Cash and Cash Equivalents The Trust considers all highly liquid investments with maturities of three months or less to be cash equivalents. GUARANTEED EXPORT TRUST-PDVSA 1996-A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 1. DESCRIPTION OF THE TRUST (continued) Administrative Expenses All fees and expenses of the Trust will be paid by the Obligor under a separate contractual obligation. In the event the Certificateholders are not paid in full all amounts due on the Certificates and such nonpayment or partial payment is due to a breach by Eximbank of its obligations, the Trustee will be indemnified for any loss, liability or expense sustained as a result of the breach except to the extent that the losses incurred resulted from the Trustee's own negligence. 2. CERTIFICATES At December 31, 1996 there were approximately $205,635,458 in Certificates outstanding. The Certificates carry an interest rate of 6.55%. Distributions of principal is in sixteen equal installments of $13,709,154.85 and a seventeenth, and last, installment of $13,707,290.42. Payments of principal and interest on the Certificates are made every June 15 and December 15. Payments of principal and interest commenced on June 15, 1996 and will end June 15, 2004. The Certificates represents beneficial interests in the assets of the Trust only. The Certificates are not obligations of or guaranteed by the United States of America or any governmental agency nor are they obligations of or guaranteed by the Obligor, PDVSA, the Depositor, the Liquidity Provider or the Trustee or any affiliate of the foregoing. 3. FEDERAL INCOME TAXES No provision has been made for federal income taxes because the Trust will be treated as a Grantor Trust for federal income tax purposes, and the Certificateholders will be treated as beneficial owners of fractional undivided interests in the assets of the Trust. -----END PRIVACY-ENHANCED MESSAGE-----