AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 5, 2003 REGISTRATION NO. 333 --
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO.2 TO
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRACECHURCH CARD FUNDING (NO. 5) GRACECHURCH RECEIVABLES TRUSTEE BARCLAYCARD FUNDING PLC
PLC LIMITED
(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)
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54 Lombard Street, 26 New Street, St. Helier, 54 Lombard Street,
London EC3P 3AH Jersey JE2 3RA London EC3P 3AH
United Kingdom 44-1534-814814 United Kingdom
44-(0)207-699-5000 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 Classification Code Number) (I.R.S. Employer Identification Number)
OFFICE OF THE GENERAL COUNSEL
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)
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COPIES TO:
MICHAEL BRADY ROBERT TREFNY
WEIL, GOTSHAL & MANGES LLP CLIFFORD CHANCE LLP
ONE SOUTH PLACE 200 ALDERSGATE STREET
LONDON EC2M 2WG LONDON EC1A 4JJ
UNITED KINGDOM UNITED KINGDOM
44-(0)207-903-1000 44-(0)207-600-1000
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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. /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. /box/
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. /box/
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. /box/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /box/
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Amount to be maximum offering aggregate Amount of
Title of each class of securities to be registered registered(1) price per unit(2) offering price(1) registration fee
- -------------------------------------------------- ------------ ---------------- -------------- ----------------
Floating Rate Asset-Backed Notes Class A $900,000,000 100% $900,000,000 $72,810
Floating Rate Asset-Backed Notes Class B $50,000,000 100% $50,000,000 $4,045
Floating Rate Asset-Backed Notes Class C $50,000,000 100% $50,000,000 $4,045
Medium Term Note Certificate (3)
Investor Certificate (3)
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(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 under 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. 5) 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. 5) 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.
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.
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. 5) 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:
* defending proceedings, whether civil or criminal, in which judgement is
given in his favor 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
* 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:
* 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
* trustee of a retirement benefits scheme or other trust in which a person
referred to in the preceding paragraph is or has been interested; or
* 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 44 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:
* defending proceedings, whether civil or criminal, in which judgement is
given in his favor 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
* 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.
Pursuant to section 45 of the Articles of Association of Barclaycard Funding
PLC, 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:
* 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
* trustee of a retirement benefits scheme or other trust in which a person
referred to in the preceding paragraph is or has been interested; or
* 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.
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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 or 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,
to the extent that the actions, proceedings, accounts, claims, demands,
liabilities or losses relate to information contained in this F-1 registration
statement directly relating to Barclays, its Barclaycard division and the
underlying credit card receivables pool.
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 [GBP]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.
5) 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 (incorporated by
reference to Exhibit 4.1 of the Registration Statement on Form F-1
(Registration No. 333-100102).
4.2 Form of Series 03-3 Supplement to Declaration of Trust and Trust Cash
Management Agreement.
4.3 Security Trust Deed and MTN Cash Management Agreement (incorporated by
reference to Exhibit 4.3 of the Registration Statement on Form F-1
(Registration No. 333-100102).
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 A1 Note.
4.7.1 Form of Class A2 Note.
4.8 Form of Class B Note.
4.9 Form of Class C Note.
4.10 Form of Series 03-3 Medium Term Note Certificate.
4.11 Form of Series 03-3 MTN Supplement.
4.12 Beneficiaries Servicing Agreement (incorporated by reference to Exhibit
4.12 of the Registration Statement on Form F-1 (Registration No. 333-
100102).
4.13 Form of Agreement Between Beneficiaries.
5.1 Opinion of Clifford Chance LLP with respect to validity.
8.1 Opinion of Clifford Chance 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 (incorporated by reference to
Exhibit 10.1 of the Registration Statement on Form F-1 (Registration No.
333-100102).
10.2 Form of Class A1 Dollar Swap Agreement.
10.2.1 Form of Class A2 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, 8.1 and 8.2).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on pages II-5, II-6 and II-8).
25.1 Statement of Eligibility of Trustee (form T-1).
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
II -- 3
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 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
therein and the offering of those securities at that time shall be deemed
to be the initial bona fide offering thereof.
II -- 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gracechurch Card
Funding (No. 5) 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 Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorised, in the City of London, England, on
September 5, 2003.
GRACECHURCH CARD FUNDING (NO. 5) 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
Richard Francis Sommers Officer)
* Director
.......................................
Jonathan Keighley
As the duly authorised signatory of
SFM Directors Limited
* Director
.......................................
James Macdonald
As the duly authorised signatory of
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. 5)
PLC in the United States
Date: September 5, 2003
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
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorised, in the City of London, England, on September 5, 2003.
BARCLAYCARD FUNDING PLC
As Issuer of the Medium Term Note
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
Richard Francis Sommers Officer)
* Director
.......................................
Timothy Gaffney
* Director
.......................................
Patrick Gonsalves
As the duly authorised signatory of
Barcosec Limited
* Director
.......................................
Patrick Gonsalves
As the duly authorised signatory of
Barometers Limited
* Director
.......................................
Jonathan Keighley
As the duly authorised signatory of
SFM Directors Limited
*By: /s/ Richard Francis Sommers
.......................................
Richard Francis Sommers
Attorney-in-fact
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AUTHORIZED REPRESENTATIVE
/s/ Michael J. Wade
.......................................
Michael J. Wade
As the duly authorized
representative of
Barclaycard Funding PLC
in the United States
Date: September 5, 2003
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 Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorised, in the City of London, England, on
September 5, 2003.
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
Richard Francis Sommers Officer)
* Director
.......................................
Michael Robinson
* 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: September 5, 2003
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.
5) 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 (incorporated by
reference to Exhibit 4.1 of the Registration Statement on Form F-1
(Registration No. 333-100102).
4.2 Form of Series 03-3 Supplement to Declaration of Trust and Trust Cash
Management Agreement.
4.3 Security Trust Deed and MTN Cash Management Agreement (incorporated by
reference to Exhibit 4.3 of the Registration Statement on Form F-1
(Registration No. 333-100102).
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 A1 Note.
4.7.1 Form of Class A2 Note.
4.8 Form of Class B Note.
4.9 Form of Class C Note.
4.10 Form of Series 03-3 Medium Term Note Certificate.
4.11 Form of Series 03-3 MTN Supplement.
4.12 Beneficiaries Servicing Agreement (incorporated by reference to Exhibit
4.12 of the Registration Statement on Form F-1 (Registration No. 333-
100102).
4.13 Form of Agreement Between Beneficiaries.
5.1 Opinion of Clifford Chance LLP with respect to validity.
8.1 Opinion of Clifford Chance 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 (incorporated by reference to
Exhibit 10.1 of the Registration Statement on Form F-1 (Registration No.
333-100102).
10.2 Form of Class A1 Dollar Swap Agreement.
10.2.1 Form of Class A2 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, 8.1 and 8.2).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on pages II-5, II-6 and II-8).
25.1 Statement of Eligibility of Trustee (form T-1).
II -- 9