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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 30, 2002
IKON Receivables Funding LLC
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(Exact name of registrant as specified in its charter)
Delaware 333-71362 52-2652209
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Attention: President 31208
1738 Bass Road -----
P.O. Box 9115 (Zip Code)
Macon, Georgia
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(912) 471-2300
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No change
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Description of the Notes and the Leases
IKON Receivables Funding, LLC (the "Registrant" or the "Issuer") has
registered $2,500,000,000 in principal amount of Lease-Backed Notes for issuance
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (File
No. 333-71362) (as amended, the "Registration Statement").
Pursuant to the Registration Statement, the Registrant issued
$634,800,000 in aggregate principal amount of its Lease-Backed Notes (the
"Notes"), on May 30, 2002 (the "Closing Date").
This Current Report on Form 8-K is being filed to satisfy an
undertaking to file copies of certain agreements executed in connection with the
issuance of the Notes, forms of which were filed as Exhibits to the Registration
Statement.
The Notes were issued pursuant to an Indenture attached hereto as
Exhibit 4.1, dated as of May 1, 2002, among the Issuer, IOS Capital, LLC, as
Servicer and BNY Midwest Trust Company, as Trustee.
The primary assets of the Issuer are a pool of equipment leases (the
"Leases"), a security interest in the underlying equipment and other property
relating to the Leases, which were transferred to the Issuer on the Closing Date
pursuant to the Assignment and Servicing Agreement attached hereto as Exhibit
10.1. As of the Closing Date, the Leases had the characteristics described in
the Prospectus dated March 11, 2002, the Preliminary Prospectus Supplement
previously filed with the Commission on May 20, 2002 pursuant to Rule 424(b)(3)
of the Act and the Prospectus Supplement dated May 21, 2002 previously filed
with the Commission on May 23, 2002 pursuant to Rule 424(b)(5) of the Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated May 21, 2002, among the Issuer, IKON
Receivables-2, LLC, IOS Capital, LLC, and Banc of America Securities LLC as
Representative of the Underwriters.
3.3 Limited Liability Company Agreement of the Issuer, dated as of
October 9, 2001.
4.1 Indenture, dated as of May 1, 2002 among the Issuer, BNY Midwest
Trust Company, as Trustee, and IOS Capital ,LLC, as Servicer.
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4.2 Certificate Guaranty Insurance Policy, dated May 30, 2002, issued
and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities.*
8.1 Opinion of Dewey Ballantine LLP regarding tax matters.*
10.1 Assignment and Servicing Agreement, dated as of May 1, 2002,
among the Issuer, IKON Receivables-2, LLC, and IOS Capital, LLC, as Originator
and Servicer.
10.2 Indemnification Agreement, dated May 30, 2002, among Banc of
America Securities LLC, Lehman Brothers Inc. and First Union Securities LLC, as
Underwriters (the "Underwriters"), and Ambac Assurance Corporation, as Insurer.
10.3 Insurance and Indemnity Agreement, dated May 30, 2002, among IOS
Capital, LLC, as Originator and Servicer, the Issuer, IKON Receivables-2, LLC,
and Ambac Assurance Corporation, as Insurer.
23.1 Consent of KPMG LLP regarding references in the Prospectus
Supplement to financial statements of Ambac Assurance Corporation, and KPMG's
report.**
25.1 Statement of Eligibility of Indenture Trustee.**
* Previously filed on Form S-3 with the Securities and Exchange
Commission on October 10, 2001.
** Previously filed on Form 8-K with the Securities and Exchange
Commission on May 23, 2002.
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SIGNATURES
Pursuant to the requirements 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.
IKON Receivables Funding, LLC
By: IKON Receivables Funding, Inc.,
its Manager
By: /s/ J.F. Quinn
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Name: J.F. Quinn
Title: Treasurer
Dated: June 12, 2002
EXHIBIT INDEX
Exhibit No. Description
1.1 Underwriting Agreement, dated May 21, 2002, among the Issuer,
IKON Receivables-2, LLC, IOS Capital, LLC, and Banc of
America Securities LLC as Representative of the Underwriters.
3.3 Limited Liability Company Agreement of the Issuer, dated as
of October 9, 2001.
4.1 Indenture, dated as of May 1, 2002 among the Issuer, BNY
Midwest Trust Company, as Trustee, and IOS Capital LLC, as
Servicer.
4.2 Certificate Guaranty Insurance Policy, dated May 30, 2002,
issued and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities.*
8.1 Opinion of Dewey Ballantine LLP regarding tax matters.*
10.1 Assignment and Servicing Agreement, dated as of May 1, 2002,
among the Issuer, IKON Receivables-2, LLC, and IOS Capital,
LLC, as Originator and Servicer.
10.2 Indemnification Agreement, dated May 30, 2002, among Banc of
America Securities LLC, Lehman Brothers Inc. and First Union
Securities LLC, as Underwriters (the "Underwriters"), and
Ambac Assurance Corporation, as Insurer.
10.3 Insurance and Indemnity Agreement, dated May 30, 2002, among
IOS Capital, LLC, as Originator and Servicer, the Issuer,
IKON Receivables-2, LLC, and Ambac Assurance Corporation, as
Insurer.
23.1 Consent of KPMG LLP regarding references in the Prospectus
Supplement to financial statements of Ambac Assurance
Corporation, and KPMG's report.**
25.1 Statement of Eligibility of Indenture Trustee.**
* Previously filed on Form S-3 with the Securities and
Exchange Commission on October 10, 2001.
** Previously filed on Form 8-K with the Securities and
Exchange Commission on May 23, 2002.