UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended 12/31/2004 Commission file number 33-30048
Government Trusts 3-C
(Exact name of registrant as specified in its charter)
| | |
Illinois
| | 36-6913824
|
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
JP Morgan Trust Company, NA (formerly Bank One Trust Company), Trustee 227 West Monroe Street Suite 2600, Chicago Illinois
| | 60606
|
(Address of principal executive offices) | | (Zip Code) |
| |
Registrant’s telephone number, including area code | | 312 267 5071 |
|
Securities registered pursuant to Section 12(b) or 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) fo 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 No X
State the aggregate market value of the voting stock help by non-affiliates of the registrant:
NOT APPLICABLE
Indicate the number of shares outstanding of each of registrant’s classes of common stock, as of the last
practical date: NOT APPLICABLE
Document Incorporated by Reference
None
Part I
| | |
| Item 3 | | Legal Proceedings |
| |
| | | NONE |
| |
| Item 4 | | Submissions of matters to a Vote of Security Holders: |
| |
| | | NONE |
| |
| Part II | | |
| |
| Item 5 | | Market for Registrant’s common Equity and Related Stockholder Matters |
| |
| | | Certificate Holders as of 12/31/2004 |
| |
| | | Trust 3-C: 172 |
| |
| Item 9 | | Charges and Disagreements with Accountants on Accounting and Financial Disclosure |
| |
| | | NONE |
| |
| Part III | | |
| |
| Item 13 | | Certain Relationships and Related Transactions |
| |
| | | NONE |
| |
| Item 14 | | Exhibits Financial Statement Schedules and Reports as Form 8-K |
| |
| | | The following documents are filed as part of this report |
| | 3. | The information presented in each Semi Annual Report |
| | 2. | The letter of independent public accountant regarding the annual audit of the books and records of each trust required under the Declaration of Trust stating that the financial statements are presented in accordance with Generally Accepted Accounting Principles. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, JP Morgan Trust Company, NA (formerly Bank One Trust Company) has duly caused this report to be signed for the registrant Trust by a duly authorized signatory of the Trustee.
| | |
GOVERNMENT TRUST CERTIFICATES |
| | |
| |
| By: | | JP Morgan Trust Company, NA |
(formerly Bank One Trust Company) Not in its individual capacity but solely as Trustee on behalf of the Trust 3C. |
| | |
Vanessa F. Williams Trust Officer |
Date: as of December 31, 2004
November 15, 2004
To The Holders of
Government Trust Certificates
Zero Coupon Class 3-C
In accordance with Section 4.1 of the Declaration of Trust (“Trust”),JP Morgan Trust Company (formerly Bank One Trust Company, NA) as Trustee and not in its individual capacity (“Trustee”), hereby provides the holders of the above-mentioned certificates this Semi-annual Report relating to the November 15, 2004 Certificate Payment Date.
Any capitalized terms used herein shall have the meaning assigned to them in the Trust.
| 1. | The aggregate dollar amount distributed to holders of Class 3-C Certificates: $65,189,358.78. |
| 2. | The Principal Balance of the Class 3-C Note after the November 3, 2004 Note Payment Date: $214,624,945.82. |
| 3. | The Deficient amount of the Note Payment: $-0- |
Neither a delinquency in payment under any of the Notes nor an Event of Default has occurred and is continuing.
I, Vanessa F Williams, a Responsible Officer of the Trustee, to the best of my knowledge and belief, certify that this Semi-annual Report is complete and accurate.
Vanessa F Williams
Trust Officer
For JP Morgan Trust Company, NA (formerly Bank
One Trust Company), as Trustee and not in its
individual capacity.
May 15, 2004
To The Holders of
Government Trust Certificates
Zero Coupon Class 3-C
In accordance with Section 4.1 of the Declaration of Trust (“Trust”),JP Morgan Trust Company (formerly Bank One Trust Company, NA) as Trustee and not in its individual capacity (“Trustee”), hereby provides the holders of the above-mentioned certificates this Semi-annual Report relating to the May 15, 2004 Certificate Payment Date.
Any capitalized terms used herein shall have the meaning assigned to them in the Trust.
| 1. | The aggregate dollar amount distributed to holders of Class 3-C Certificates: $28,659,34389. |
| 2. | The Principal Balance of the Class 3-C Note after the May 3, 2004 Note Payment Date: $267,841,945.82. |
| 3. | The Deficient amount of the Note Payment: $-0- |
Neither a delinquency in payment under any of the Notes nor an Event of Default has occurred and is continuing.
I, Joan E. Blume, a Responsible Officer of the Trustee, to the best of my knowledge and belief, certify that this Semi-annual Report is complete and accurate.
Joan E. Blume
Assistant Vice President
For JP Morgan Trust Company, NA (formerly Bank
One Trust Company), as Trustee and not in its
individual capacity.
Government Trust 3-C
Financial Statements as of
December 31, 2004 and
Independent Auditors’ Report
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Government Trust 3-C:
We have audited the accompanying balance sheet of Government Trust 3-C (the “Trust”) as of December 31, 2004, 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 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of the securities that the Depository was holding as of December 31, 2004 for the account of the Government of Israel, for the purpose described in Note 4 of the notes to financial statements. 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 Government Trust 3-C at December 31, 2004, the results of its operations, cash flows and changes in Trust balance for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
March 15, 2005
GOVERNMENT TRUST 3-C
BALANCE SHEET
DECEMBER 31, 2004
| | | |
ASSETS | | | |
| |
LOAN NOTE RECEIVABLE—at amortized cost, inclusive of unamortized premium of $1,177,214 | | $ | 215,802,160 |
| |
ACCRUED INTEREST RECEIVABLE | | | 3,096,467 |
| | |
|
|
| |
TOTAL | | $ | 218,898,627 |
| | |
|
|
| |
LIABILITIES AND TRUST BALANCE | | | |
| |
ACCRUED EXPENSES PAYABLE | | $ | 5,187 |
| |
TRUST BALANCE—Comprised of owners’ equity in Government Trust Certificates | | | 218,893,440 |
| | |
|
|
| |
TOTAL | | $ | 218,898,627 |
| | |
|
|
See notes to financial statements
- 2 -
GOVERNMENT TRUST 3-C
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2004
| | | | |
INTEREST INCOME ON THE LOAN NOTE | | $ | 23,199,665 | |
| |
TRUSTEE FEES AND OTHER EXPENSES | | | (39,702 | ) |
| | |
|
|
|
| |
NET INCOME | | $ | 23,159,963 | |
| | |
|
|
|
See notes to financial statements
- 3 -
GOVERNMENT TRUST 3-C
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2004
| | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Principal and interest received on the Loan Note | | $ | 93,890,077 | |
Trustees fees and other expenses paid | | | (41,375 | ) |
| | |
|
|
|
| |
Net cash flows from operating activities | | | 93,848,702 | |
| | |
|
|
|
| |
CASH FLOWS USED IN FINANCING ACTIVITIES: | | | | |
Distributions to certificate owners | | | (93,848,702 | ) |
| | |
|
|
|
| |
Net cash flows used in financing activities | | | (93,848,702 | ) |
| | |
|
|
|
| |
NET INCREASE IN CASH | | | — | |
| | |
|
|
|
| |
CASH BALANCE—Beginning of period | | | — | |
| | |
|
|
|
| |
CASH BALANCE—End of period | | $ | — | |
| | |
|
|
|
| |
Reconciliation of net income to net cash flows from operating activities: | | | | |
Net income | | $ | 23,159,963 | |
Amortization of premium on loan note receivable | | | 502,184 | |
Decrease in loan note receivable | | | 69,190,000 | |
Decrease in interest receivable | | | 998,227 | |
Decrease in accrued expenses | | | (1,672 | ) |
| | |
|
|
|
Net cash flows from operating activities | | $ | 93,848,702 | |
| | |
|
|
|
See notes to financial statements.
- 4 -
GOVERNMENT TRUST 3-C
STATEMENT OF CHANGES IN TRUST BALANCE
FOR THE YEAR ENDED DECEMBER 31, 2004
| | | | | | |
| Trust | | | | | | Trust |
| Balance at | | | | Distributions to | | Balance at |
| January 1, 2004 | | Net Income | | Certificate Owners | | December 31, 2004 |
| | | |
$ 289,582,179
| | $ 23,159,963
| | $ (93,848,702)
| | $ 218,893,440
|
See notes to financial statements.
- 5 -
GOVERNMENT TRUST 3-C
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
| 1. | ORGANIZATION AND OPERATIONS |
Government Trust 3-C (the “Trust”) is a limited purpose trust established under the laws of the state of Illinois pursuant to a Declaration of Trust (the “Declaration”) between the Trust and JPMorgan Chase Bank (formerly, Bank One Trust Company, N.A., formerly, First National Bank of Chicago), as Trustee (the “Trustee”). The Trust was created for the sole purpose of the issuance and sale of a single class of Zero Coupon Certificates (the “Certificates”). The assets of the Trust consist of a Promissory Note (a “Loan Note”) from the Government of Israel (“Israel”). 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 “DSA”), 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.
The Loan Note in the original principal amount of $304,460,946 evidences a loan made by the Trust to Israel subject to the terms and conditions of a Loan Agreement (the “Loan Agreement”) dated as of August 22, 1989 between the Trust and Israel. The Loan Note is carried at amortized cost in the Balance Sheet because of the Trust’s intent and ability to hold the Loan Note to maturity. The proceeds from the Loan Note were used to prepay certain loans made to Israel from the Federal Financing Bank. Semiannual payments of interest at an annual rate of 8.9549% are due on the Loan Note on each May 3 and November 3 (each a “Note Payment Date”). On May 3, 2004 and November 3, 2004 Note Payment Dates, Israel made its scheduled payments of principal on the Loan Note in the amounts of $15,973,000 and $53,217,000, respectively. Scheduled principal payments are due on each Note Payment Date as follows:
| | | | | | |
Payment Date | | Principal Payment | | Payment Date | | Principal Payment |
May 3, 2005 | | $32,626,000 | | November 3, 2008 | | $12,600,000 |
November 3, 2005 | | 37,213,000 | | May 3, 2009 | | 12,600,000 |
May 3, 2006 | | 25,791,000 | | November 3, 2009 | | 12,600,000 |
November 3, 2006 | | 12,600,000 | | May 3, 2010 | | 11,946,000 |
May 3, 2007 | | 3,617,000 | | November 3, 2010 | | 17,471,000 |
November 3, 2007 | | 8,937,000 | | May 3, 2011 | | 10,553,000 |
May 3, 2008 | | 12,600,000 | | November 3, 2011 | | 3,470,946 |
- 6 -
The Government of the United States, acting through the DSA, has agreed to guarantee the repayment of the Guaranteed Portion due to the Trust under the Loan Note. Israel has agreed to pledge certain collateral as security for the repayment of the Unguaranteed Secured Portion, as more fully described in Note 4. 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, 2004 was approximately $248,000,000. 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.
| 3. | THE ZERO COUPON CERTIFICATES |
On August 22, 1989, the Trust issued 45 separate series of Certificates, Class 3-C. Thirty-one series of such Certificates matured prior to December 31, 2004. Each of the remaining series of Certificates will mature on one of the semiannual certificate payment dates from May 15, 2005 to November 15, 2011. Scheduled distributions are due on the maturity dates as follows:
| | | | | | |
Maturity Date | | Distribution Amount | | Maturity Date | | Distribution Amount |
| | | |
May 15, 2005 | | $42,219,585 | | November 15, 2008 | | $16,231,387 |
November 15, 2005 | | 45,348,220 | | May 15, 2009 | | 15,668,174 |
May 15, 2006 | | 32,262,817 | | November 15, 2009 | | 15,104,960 |
November 15, 2006 | | 17,918,972 | | May 15, 2010 | | 13,887,746 |
May 15, 2007 | | 8,372,759 | | November 15, 2010 | | 18,878,766 |
November 15, 2007 | | 13,531,081 | | May 15, 2011 | | 11,179,821 |
May 5, 2008 | | 16,794,601 | | November 15, 2011 | | 3,625,107 |
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.
In accordance with the Collateral Depository Agreement (the “Depository Agreement”) between Israel, the Trustee, and JPMorgan Chase Bank, as depository (the “Depository”), and in order to provide security for the payment of the Unguaranteed Secured Portion, Israel 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 semiannual 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 Israel.
- 7 -
Pursuant to the Declaration, the Trustee established a separate trust account for the Trust. All payments received with respect to the Loan Note, the Guaranty and any relevant Collateral are deposited in the trust account for the benefit of the holders of the Certificates after deducting fees of the Trustee and any additional expenses of the Trust. Any excess funds remaining in the trust account after the payment of principal on the Certificates will revert to Israel to the extent such funds were provided by Israel but not needed for the above purpose.
The Trust is classified as a Grantor Trust for tax purposes and will not be subject to Federal income taxes. Each Certificateholder will be treated for Federal income tax purposes as the owner of a pro rata undivided fractional interest in the net 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.lp
Ratios to average Trust balance represent certificate owners’ share of Trust’s income and expenses. The average Trust balance is calculated as an average of certificate owners’ balances for the year. Total return is calculated for the Trust in its entirety.
* * * * * *
- 9 -
