AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2002
REGISTRATION NO. 333-100102
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRACECHURCH CARD FUNDING (NO. 2) PLC GRACECHURCH RECEIVABLES TRUSTEE LIMITED BARCLAYCARD FUNDING PLC
(Exact Name of Registrants as specified in their charters)
ENGLAND AND WALES JERSEY, CHANNEL ISLANDS ENGLAND AND WALES
----------------- ----------------------- -----------------
(State or other jurisdiction of incorporation or organisation)
54 Lombard Street, 54 Lombard Street,
London EC3P 3AH 26 New Street, St. Helier, London EC3P 3AH
United Kingdom Jersey JE2 3RA United Kingdom
44-(0)207-699-5000 44-1534-814814 44-(0)207-699-5000
(Address, including zip code, and telephone number, including area code of
principal executive offices of Registrants.)
6189 NONE
(Primary Standard Industrial (I.R.S. Employer Identification Number)
Classification Code Number)
CHERYL GRASSMAN
BARCLAYS CAPITAL INC.
200 PARK AVENUE
NEW YORK,
NEW YORK 10166
(212)-412-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
PAUL WEIFFENBACH KEVIN INGRAM
ORRICK, HERRINGTON & SUTCLIFFE CLIFFORD CHANCE LLP
4 BROADGATE 200 ALDERSGATE STREET
LONDON EC2M 2DA LONDON EC1A 4JJ
UNITED KINGDOM UNITED KINGDOM
44-(0)207-562-5000 44-(0)207-600-1000
Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum
securities to be Amount to be offering price Proposed maximum aggregate Amount of
registered registered (1) per unit (2) offering price (1) registration fee(4)
---------------------- -------------- ---------------- -------------------------- -------------------
Floating Rate
Asset-Backed Notes
Class A .................. $900,000,000 100% $900,000,000 $82,800
Floating Rate
Asset-Backed Notes
Class B .................. $ 50,000,000 100% $ 50,000,000 $ 4,600
Floating Rate
Asset-Backed Notes
Class C .................. $ 50,000,000 100% $ 50,000,000 $ 4,600
Medium Term Note
Certificate (3) ...........
Investor Certificate (3)....
- ----------
(1) Includes an indeterminate amount of securities that are to be offered or
sold in connection with market-making activities by Barclays Capital Inc.,
an affiliate of the transferor and servicer.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act
(3) Gracechurch Receivables Trustee Limited is the registrant for the Investor
Certificate, Barclaycard Funding PLC is the registrant for the Medium Term
Note Certificate and Gracechurch Card Funding (No. 2) PLC is the registrant
for the Class A Notes, the Class B Notes and the Class C Notes. The
Investor Certificate and the Medium Term Note Certificate are being issued
to Barclaycard Funding PLC and Gracechurch Card Funding (No. 2) PLC,
respectively, and will be the primary sources of payments on the Class A
Notes, the Class B Notes and the Class C Notes. The Medium Term Note
Certificate and the Investor Certificate are not being offered directly to
investors.
(4) Previously paid.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 2 to Registration Statement is being filed only
for the purpose of including the exhibits that were not previously filed. Since
no changes are being made to the Prospectus filed with Pre-Effective Amendment
No. 1 to Registration Statement, only Part II of the Registration Statement and
the Exhibits that were not previously filed are being filed with this
Pre-Effective Amendment No. 2 to Registration Statement.
PART II
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification. Under the laws which govern the organization of the registrant,
the registrant has the power and in some instances may be required to provide an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to certain proceedings, with indemnification against certain
expenses, judgements, fines, settlements and other amounts under certain
circumstances.
ISSUER
Pursuant to section 142 of the Articles of Association of Gracechurch Card
Funding (No. 2) PLC, every person who is or was a director, alternate director
or secretary of the issuer shall be indemnified out of the assets of the issuer
against all costs, charges, losses and liabilities incurred by him in the proper
execution of his duties or the proper exercise of his powers, authorities and
discretions. This includes a liability incurred:
o defending proceedings, whether civil or criminal, in which judgement is
given in his favour or in which he is acquitted, or which are otherwise
disposed of without a finding or admission of material breach of duty on
his part; or
o in connection with any application in which relief is granted to him by the
court from liability for negligence, default, breach of duty or breach of
trust in relation to the affairs of the issuer.
The board of directors may exercise all powers of the issuer to purchase and
maintain insurance for the benefit of a person who is or was:
o a director, alternate director, secretary or auditor of the issuer or of a
company which is or was a subsidiary undertaking of the issuer or in which
the issuer has or had an interest whether direct or indirect; or
o trustee of a retirement benefits scheme or other trust in which a person
referred to in the preceding paragraph is or has been interested;
o indemnifying him against liability for negligence, default, breach of duty
or breach of trust or other liability which may lawfully be insured against
by the issuer.
MTN ISSUER
Pursuant to section 43 of the Articles of Association of Barclaycard Funding
PLC, each person who is or was a director, alternate director or secretary of
the MTN issuer must be indemnified out of the assets of the MTN issuer against
all costs, charges, losses and liabilities incurred by him in the proper
execution of his duties or the proper exercise of his powers, authorities and
discretions. This includes a liability incurred:
o defending proceedings, whether civil or criminal, in which judgement is
given in his favour or in which he is acquitted, or which are otherwise
disposed of without a finding or admission of material breach of duty on
his part; or
o in connection with any application in which relief is granted to him by the
court from liability for negligence, default, breach of duty or breach of
trust in relation to the affairs of the MTN issuer.
The board of directors may exercise all the powers of the MTN issuer to purchase
and maintain insurance for the benefit of a person who is or was:
o a director, alternate director, secretary or auditor of the MTN issuer or
of a company which is or was a subsidiary undertaking of the MTN issuer or
in which the MTN issuer has or had an interest whether direct or indirect;
or
o trustee of a retirement benefits scheme or other trust in which a person
referred to in the preceding paragraph is or has been interested,
indemnifying him against liability for negligence, default, breach of duty or
breach of trust or other liability which may lawfully be insured against by the
MTN issuer.
II-1
RECEIVABLES TRUSTEE
Pursuant to section 27 of the Articles of Association of Gracechurch Receivables
Trustee Limited, in so far as the law allows, every present or former officer of
the receivables trustee will be indemnified out of the assets of the receivables
trustee against any loss or liability incurred by him by reason of being of
having been an officer.
Pursuant to a letter from Barclays to the directors of the Receivables Trustee,
Barclays has agreed to indemnify the directors of the Receivables Trustee and
all officers, employees, servants or duly appointed agents of Bedell Cristin
Trust Company Limited against any and all actions, proceedings, accounts,
claims, demands, liabilities or losses, including all and any costs and expenses
incurred in connection with them, which may be brought, made or threatened by
any person against any of them directly or indirectly in connection with the
approval and/or signing of this F-1 registration statement and/or the
information contained in it.
DIRECTORS AND OFFICER'S LIABILITY INSURANCE
Directors serving at the behest of Barclays are covered to the extent of claims
made against them for any of the following actual or alleged breach of duty,
error, neglect, mis-statement, misleading statement, omission, breach of
warranty of authority or other act committed or attempted by any director in
that capacity or any matter claimed against them by reason of their status as a
director. This cover -- of up to (pound)20,000,000 -- operates only in excess of
any directors' cover or indemnity provided by the company of which it is acting
as director.
II-2
ITEM 8. EXHIBITS
1.1 Form of Underwriting Agreement for the Class A Notes, the Class B Notes
and the Class C Notes.
3.1 Memorandum and Articles of Association of Gracechurch Card Funding (No. 2)
PLC.
3.2 Memorandum and Articles of Association of Barclaycard Funding PLC
(incorporated by reference to exhibit 3.2 of the Registration Statement on
Form F-1 (Registration No. 333-10970)).
3.3 Memorandum and Articles of Association of Gracechurch Receivables Trustee
Limited (incorporated by reference to exhibit 3.3 of the Registration
Statement on Form F-1 (Registration No. 333-10970)).
4.1 Declaration of Trust and Trust Cash Management Agreement.*
4.2 Form of Series 02-1 Supplement to Declaration of Trust and Trust Cash
Management Agreement.
4.3 Security Trust Deed and MTN Cash Management Agreement.
4.4 Form of Trust Deed.
4.5 Form of Deed of Charge.
4.6 Form of Paying Agency and Agent Bank Agreement.
4.7 Form of Class A Note.
4.8 Form of Class B Note.
4.9 Form of Class C Note.
4.10 Form of Series 02-1 Medium Term Note Certificate.
4.11 Form of Series 02-1 MTN Supplement.
4.12 Beneficiaries Servicing Agreement.*
4.13 Form of Agreement Between Beneficiaries.
5.1 Opinion of Clifford Chance LLP with respect to validity.
8.1 Opinion of Orrick Herrington & Sutcliffe LLP with respect to U.S tax
matters.
8.2 Opinion of Clifford Chance LLP with respect to U.K tax matters.
10.1 Receivables Securitisation Agreement.*
10.2 Form of Class A Dollar Swap Agreement.*
10.3 Form of Class B Dollar Swap Agreement.
10.4 Form of Class C Dollar Swap Agreement.
10.5 Form of Expenses Loan Agreement.*
23.1 Consent of Clifford Chance LLP (included in Exhibit 5.1 and 8.2).
23.2 Consent of Orrick Herrington & Sutcliffe LLP (included in Exhibit 8.1).
23.3 Consent of PriceWaterhouseCoopers.
24.1 Powers of Attorney.*
25.1 Statement of Eligibility of Trustee (form T-1).
- -----------
* Previously filed.
ITEM 9. UNDERTAKINGS.
Each of the undersigned registrants hereby undertakes as follows:
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission this indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against these
liabilities, other than payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding, is asserted by that
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling
II-3
precedent, submit to a court of appropriate jurisdiction the question
whether the indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
(b) For purposes of determining any liability under the Act, the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(c) For purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered in it, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering of them.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gracechurch Card
Funding (No. 2) PLC, a Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-1 and has
duly caused this Amendment No. 2 to the Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorised, in the City of London,
England, on 10 October 2002.
GRACECHURCH CARD FUNDING (NO. 2) PLC
As Issuer of the Notes
By: /s/ Richard Francis Sommers
-----------------------------------
Name: Richard Francis Sommers
Title: Director
As required by the Securities Act of 1933, this Amendment No. 2 to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
- --------- -----
/s/ Richard Francis Sommers Director (Principal Executive Officer, Principal Financial
- -------------------------------------- Officer and Principal Accounting Officer)
Richard Francis Sommers
* Director
- --------------------------------------
Jonathan Keighley
As the duly authorised signatory of
SFM Directors Limited
*
- --------------------------------------
James Macdonald
As the duly authorised signatory of Director
SFM Directors (No. 2) Limited
By /s/ Richard Francis Sommers
- --------------------------------------
Richard Francis Sommers
Attorney-in-Fact
Powers of Attorney appointing Richard Francis
Sommers to execute the Registration Statement
and any amendments thereto on behalf of the
above-named individuals were previously filed
with the Securities and Exchange Commission.
AUTHORIZED REPRESENTATIVE
/s/ Michael J. Wade
- --------------------------------------
Michael J. Wade
As the duly authorized
representative of
Gracechurch Card Funding (No. 2)
PLC in the United States
Date: October 10, 2002
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Barclaycard Funding
PLC a Registrant, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-1 and has duly caused this
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorised, in the City of London, England, on 10
October, 2002.
BARCLAYCARD FUNDING PLC
As Issuer of the Medium Term Note
By: /s/ Richard Francis Sommers
-------------------------------
Name: Richard Francis Sommers
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
- --------- -----
/s/ Richard Francis Sommers Director (Principal Executive Officer, Principal Financial
- ------------------------------------------ Officer and Principal Accounting Officer)
Richard Francis Sommers
* Director
- ------------------------------------------
Bryan Donald Needham
* Director
- ------------------------------------------
Peter Michael Hills
* Director
- ------------------------------------------
Timothy Gaffney
* Director
- ------------------------------------------
Alison Bibby
As the duly authorised signatory of
Barcosec Limited
II-6
SIGNATURE TITLE
- --------- -----
* Director
- ------------------------------------------
Alison Bibby
As the duly authorised signatory of
Barometers Limited
By /s/ Richard Francis Sommers
- ------------------------------------------
Richard Francis Sommers
Attorney-in-Fact
Powers of Attorney appointing Richard Francis
Sommers to execute the Registration Statement
and any amendments thereto on behalf of the
above-named individuals were previously filed
with the Securities and Exchange Commission.
AUTHORIZED REPRESENTATIVE
/s/ Michael J. Wade
- ------------------------------------------
Michael J. Wade
As the duly authorized
representative of
Barclaycard Funding PLC
in the United States
Date: October 10, 2002
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gracechurch
Receivables Trustee Limited a Registrant, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-1
and has duly caused this Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorised, in the City of
London, England, on 10 October 2002.
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
On behalf of the receivables trust
By: /s/ Richard Francis Sommers
-----------------------------------
Name: Richard Francis Sommers
Title: Director
As required by the Securities Act of 1933, this Amendment No. 2 to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
- --------- -----
/s/ Richard Francis Sommers Director (Principal Executive Officer, Principal Financial
- --------------------------------------- Officer and Principal Accounting Officer)
Richard Francis Sommers
* Director
- ---------------------------------------
Michael Henry Richardson
* Director
- ---------------------------------------
Richard Charles Gerwat
By /s/ Richard Francis Sommers
- ---------------------------------------
Richard Francis Sommers
Attorney-in-Fact
Powers of Attorney appointing Richard Francis
Sommers to execute the Registration Statement
and any amendments thereto on behalf of the
above-named individuals were previously filed
with the Securities and Exchange Commission.
AUTHORIZED REPRESENTATIVE
/s/ Michael J. Wade
- ---------------------------------------
Michael J. Wade
As the duly authorized
representative of Gracechurch
Receivables Trustee Limited
in the United States
Date: October 10, 2002
II-8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
1.1 Form of Underwriting Agreement for the Class A Notes, the Class B
Notes and the Class C Notes.
3.1 Memorandum and Articles of Association of Gracechurch Card
Funding (No. 2) PLC.
3.2 Memorandum and Articles of Association of Barclaycard Funding PLC
(incorporated by reference to exhibit 3.2 of the Registration
Statement on Form F-1 (Registration No. 333-10970)).
3.3 Memorandum and Articles of Association of Gracechurch Receivables
Trustee Limited (incorporated by reference to exhibit 3.3 of the
Registration Statement on Form F-1 (Registration No. 333-10970)).
4.1 Declaration of Trust and Trust Cash Management Agreement.*
4.2 Form of Series 02-1 Supplement to Declaration of Trust and Trust
Cash Management Agreement.
4.3 Security Trust Deed and MTN Cash Management Agreement.
4.4 Form of Trust Deed.
4.5 Form of Deed of Charge.
4.6 Form of Paying Agency and Agent Bank Agreement.
4.7 Form of Class A Note.
4.8 Form of Class B Note.
4.9 Form of Class C Note.
4.10 Form of Series 02-1 Medium Term Note Certificate.
4.11 Form of Series 02-1 MTN Supplement.
4.12 Beneficiaries Servicing Agreement.*
4.13 Form of Agreement Between Beneficiaries.
5.1 Opinion of Clifford Chance LLP with respect to validity.
8.1 Opinion of Orrick Herrington & Sutcliffe LLP with respect to U.S
tax matters.
8.2 Opinion of Clifford Chance LLP with respect to U.K tax matters.
10.1 Receivables Securitisation Agreement.*
10.2 Form of Class A Dollar Swap Agreement.*
10.3 Form of Class B Dollar Swap Agreement.
10.4 Form of Class C Dollar Swap Agreement.
10.5 Form of Expenses Loan Agreement.*
23.1 Consent of Clifford Chance LLP (included in Exhibit 5.1 and 8.2).
23.2 Consent of Orrick Herrington & Sutcliffe LLP (included in Exhibit
8.1).
23.3 Consent of PriceWaterhouseCoopers.
24.1 Powers of Attorney.*
25.1 Statement of Eligibility of Trustee (form T-1).
- --------------
* Previously filed.
II-9