ITEM 1. BUSINESS
The Registrant is a wholly-owned bankruptcy-remote subsidiary of Citicorp Vender Finance, Inc. The Registrant was formed solely for the purpose of acquiring from Citicorp Vender Finance, Inc. certain leases (the "Leases") and interests in the equipment underlying the leases (the "Equipment"), and securitizing the Leases and the Equipment through the issuance of debt securities (the "Notes"). As a bankruptcy-remote entity, the Registrant's operations are restricted so that (a) it does not engage in business with, or incur liabilities to, any entity (other than the indenture trustee on behalf of the holders of the Notes and Citicorp Vender Finance, Inc.) which may bring bankruptcy proceedings against the Registrant and (b) the risk that it will be consolidated into the bankruptcy proceedings of any other entity is diminished. The Registrant has no other assets except the Leases and the Equipment, and proceeds thereof.
ITEM 2.
ITEM 2. PROPERTIES
None.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The sole holder of the equity shares of Copelco Capital Receivables LLC is Citicorp Vender Finance, Inc. There is currently no market for such equity shares nor is it anticipated that such a market will develop.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not Applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
See Unaudited Consolidated Financial Statements beginning on page.
ITEM 9.
ITEM 9. CHANGE IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
Not Applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Not Applicable.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
(1) Financial Statements.
See Unaudited Consolidated Financial Statements beginning on page hereto.
(2) Exhibits Financial Data Schedule
(b) Reports on Form 8-K None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, Copelco Capital Receivables LLC has duly caused this report to be signed on its behalf by the undersigned, thereunder duly authorized.
COPELCO CAPITAL RECEIVABLES LLC
By: COPELCO MANAGER, INC. as Manager
By: /s/ ALVARO DAMIANI ----------------------------------------- Name: Alvaro Damiani Title: Vice President
Dated: May 1, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Copelco Manager, Inc. as Manager of Copelco Capital Receivables LLC.
By: /s/ ALVARO DAMIANI ----------------------------------- Name: Alvaro Damiani Title: Vice President
Dated May 1, 2001
FINANCIAL STATEMENTS
COPELCO CAPITAL RECEIVABLES LLC UNAUDITED BALANCE SHEET AS OF DECEMBER 31, 2000
12/31/00 ------------
ASSETS:
CASH $27,370,668 CASH - RESTRICTED 9,308,667
DIRECT FINANCING LEASES: LEASE PAYMENTS RECEIVABLE 871,712,453 LESS: UNEARNED INCOME (109,651,124) ------------
NET INVESTMENT IN DIRECT FINANCING LEASES 762,061,329
TOTAL ASSETS $798,740,664 ------------
LIABILITIES:
NOTES PAYABLE $765,124,042 LEASE SECURITY DEPOSITS 3,880,941 PAYABLE TO AFFILIATE 27,869,142 ------------
TOTAL LIABILITIES 796,874,125 ------------
SHAREHOLDER'S EQUITY:
RETAINED EARNINGS 1,866,539
TOTAL SHAREHOLDER'S EQUITY 1,866,539 ------------
TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $798,740,664 ============
COPELCO CAPITAL RECEIVABLES LLC UNAUDITED STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDING DECEMBER 31, 2000
12/31/00 ----------- REVENUES:
DIRECT FINANCING LEASES $46,610,161 OTHER 1,866,539
TOTAL REVENUE 48,476,700 -----------
EXPENSES:
INTEREST 42,239,918 SELLING, GENERAL & ADMIN. 4,370,243
TOTAL EXPENSES 46,610,161 ----------- NET INCOME $ 1,866,539 ===========
RETAINED EARNINGS:
BEGINNING OF PERIOD $0 END OF PERIOD $1,866,539 ==========