-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KVWyJ6AFSi8FwXRKZgbwLVvwQ+rtPbuwdw3rhlLfMLzXreusqodlaFu2vfuw4DdY syYjqEwrNFfFI8YQ2AGROA== 0000950159-03-000469.txt : 20030523 0000950159-03-000469.hdr.sgml : 20030523 20030523111443 ACCESSION NUMBER: 0000950159-03-000469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030523 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IOS CAPITAL LLC CENTRAL INDEX KEY: 0000922255 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 232493042 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20405 FILM NUMBER: 03717462 BUSINESS ADDRESS: STREET 1: 1738 BASS RD CITY: MACON STATE: GA ZIP: 31210 BUSINESS PHONE: 9124712300 MAIL ADDRESS: STREET 1: 1738 BASS RD CITY: MACON STATE: GA ZIP: 31210 FORMER COMPANY: FORMER CONFORMED NAME: IOS CAPITAL INC DATE OF NAME CHANGE: 19980212 FORMER COMPANY: FORMER CONFORMED NAME: IKON CAPITAL INC DATE OF NAME CHANGE: 19980113 FORMER COMPANY: FORMER CONFORMED NAME: ALCO CAPITAL RESOURCE INC DATE OF NAME CHANGE: 19940425 8-K 1 ios8k.txt 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 23, 2003 IOS Capital, LLC (Exact name of registrant as specified in its charter) ------------------------------------------------------------------------- OHIO File No. 0-20405 23-2493042 ------------- ---------------- ------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 1738 Bass Road, Macon, Georgia 31210 ------------------------------ ------ Registrant's telephone number, including area code: (912) 471-2300 --------------- Not Applicable ------------------------------------------------------ (Former name or former address, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits c. The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K: (99.1) Amendment to Receivables Transfer Agreement among IKON Funding-1, LLC, IOS Capital, LLC, Market Street Funding Corporation, and PNC Bank, National Association. (99.2) Amendment to Receivables Transfer Agreement among IKON Funding-1, LLC, IOS Capital, LLC, Market Street Funding Corporation, and PNC Bank, National Association. (99.3) Amendment to Receivables Transfer Agreement among IKON Funding-2, LLC, IOS Capital, LLC, Park Avenue Receivables Corporation, and JP Morgan Chase Bank. Item 9. Regulation FD Disclosure A copy of certain amendments eliminating certain rating downgrade provisions contained in the revolving asset securitization agreements of IOS Capital, LLC are appended hereto as exhibits to this report. SIGNATURE 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. IOS CAPITAL, LLC By: /s/ HARRY KOZEE ---------------------------- Harry G. Kozee Vice President- Finance Dated: May 23, 2003 EX-99 3 exhibit99-1.txt EXHIBIT 99.1 THIS SIXTH AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT (this "Amendment") is made as of May 16, 2003, among: (1) IKON FUNDING-1, LLC, a Delaware limited liability company, as transferor (the "Transferor"); (2) IOS CAPITAL, LLC, a Delaware corporation, as originator (in such capacity, the "Originator") and collection agent (in such capacity, the "Collection Agent"); (3) MARKET STREET FUNDING CORPORATION, a Delaware corporation (the "Issuer"); and (4) PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent (in such capacity, the "Agent"). BACKGROUND ---------- 1. The Transferor, the Originator, the Collection Agent, the Issuer and the Agent are parties to a Receivables Transfer Agreement, dated as of December 1, 1998 (as amended, supplemented or otherwise modified from time to time, the "Receivables Transfer Agreement"). 2. The parties hereto now desire to amend the Receivables Transfer Agreement in certain respects, as provided below. AGREEMENT --------- ARTICLE I DEFINITIONS Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Receivables Transfer Agreement. ARTICLE II AMENDMENTS SECTION 2.1 Amendment of the Receivables Transfer Agreement. (a) The definition of "Investment Grade" as it appears in Exhibit I to the Receivables Transfer Agreement is hereby deleted in its entirety. (b) Section 2 of Exhibit II to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows: 2. Additional Conditions Precedent. Each Transfer shall be subject to the further conditions precedent that (a) on or prior to the date of such Transfer, the Collection Agent shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Transferor Report dated within 30 days prior to the date of the Transfer together with a listing by Obligor of all Receivables and such additional information as may reasonably be requested by the Agent; (b) on the date of the Transfer the following statements shall be true (and acceptance of the proceeds of the Transfer shall be deemed a representation and warranty by the Transferor that such statements are then true): (i) The representations and warranties of the Transferor contained in Exhibit III are correct on and as of the date of the Transfer as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from the Transfer, that constitutes a Special Event; and (iii) The representations and warranties of the Originator contained in the Transaction Documents are correct on and as of the date of the Transfer as though made on and as of such date. (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) the Agent shall have received the list of the Related Contracts to be included in such Transfer that is required to be delivered pursuant to paragraph (j) of Exhibit IV hereof. (c) Annex D of the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as attached hereto. ARTICLE III MISCELLANEOUS SECTION 3.1 Effectiveness. This Amendment shall become effective and be deemed effective as of May 16, 2003, so long as the Agent has received counterparts of this Amendment executed by the parties hereto prior to such date. SECTION 3.2 Waiver of Conditions. Each of the parties hereto waives any other notice requirements or other conditions to this Amendment or the transactions contemplated hereby specified in the documents amended hereby or any related documents. SECTION 3.3 Effect of Amendments; Ratification. Upon and after the effectiveness of this Amendment, (a) (i) this Amendment shall be a part of the Receivables Transfer Agreement and (ii) each reference in the Receivables Transfer Agreement to "this Agreement" and the words "hereof", "herein", "hereunder" and words of like import, and each reference to the Receivables Transfer Agreement in any other related agreement shall mean and be a reference to the Receivables Transfer Agreement, as amended hereby; and (b) except as expressly amended hereby, the Receivables Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties thereto. -2- SECTION 3.4 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. SECTION 3.5 Headings, Etc. Article and Section headings of this Amendment are inserted in this Amendment for convenience of reference only and are not to be considered part of this Amendment for any other purpose. SECTION 3.6 Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. [Signatures begin on the following page] -3- IN WITNESS WHEREOF, the parties listed below have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day and year first above written.
IKON FUNDING-1, LLC By: IKON Funding, Inc., as manager By: /s/ Kathleen M. Burns ------------------ Name: Kathleen M. Burns Title: Treasurer S-1 6th Amendment to Receivables Transfer Agreement [IKON] IOS CAPITAL, LLC By: /s/ Kathleen M. Burns ------------------ Name: Kathleen M. Burns Title: Treasurer S-2 6th Amendment to Receivables Transfer Agreement [IKON] MARKET STREET FUNDING CORPORATION By: /s/ Douglas K. Johnson ---------------------- Name: Douglas K. Johnson Title: President S-3 6th Amendment to Receivables Transfer Agreement [IKON] PNC BANK, NATIONAL ASSOCIATION By: /s/ John T. Smathers --------------------- Name: John T. Smathers Title: Vice President S-4 6th Amendment to Receivables Transfer Agreement [IKON]
ANNEX D FORM TRANSFER NOTICE ______________, _____ PNC Bank, National Association 249 Fifth Avenue Pittsburgh, Pennsylvania 15222-2707 Attention: John Smathers Ladies and Gentlemen: Reference is hereby made to the Receivables Transfer Agreement, dated as of December 1, 1998 (as amended, supplemented or otherwise modified, the "Receivables Transfer Agreement"), among IKON Funding-1, LLC, as Transferor, IOS Capital, LLC, as Originator and Collection Agent, Market Street Funding Corporation, as Issuer and PNC Bank, National Association, as Agent. Capitalized terms used in this Transfer Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Transfer Agreement. This letter constitutes a Transfer Notice pursuant to Section 1.02(a) of the Receivables Transfer Agreement. The Transferor desires to effect a Transfer on ____________, _____ for Consideration of $___________. 1 The Aggregate Adjusted Outstanding Balance of the Receivables to be transferred in connection herewith is $____________, as shown on the attached addendum to Schedule II to the Receivables Transfer Agreement. The Transferor hereby represents and warrants as of the date hereof, and as of the date of Transfer, as follows: (i) the representations and warranties contained in Exhibit III to the Receivables Transfer Agreement are correct on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and (ii) no event has occurred and is continuing, or would result from the Transfer, that constitutes a Special Event; and (iii) the representations and warranties of the Originator contained in the Transaction Documents are correct on and as of the date of the Transfer as though made on and as of such date. _________________ 1 Minimum amount of $1,000,000 and increments of $100,000 in excess thereof. 6th Amendment to Receivables Transfer Agreement [IKON] Attached hereto is a true and correct schedule setting forth detailed information regarding the Receivables to be included in the proposed Transfer, including an addendum to Schedule II to the Receivables Transfer Agreement. [Signatures begin on the following page] D-2 6th Amendment to Receivables Transfer Agreement [IKON] IN WITNESS WHEREOF, the undersigned has caused this Transfer Notice to be executed by its duly authorized officer as of the date first above written.
IKON FUNDING-1, LLC By: _____________________________________________________ Name: _____________________________________________________ Title: _____________________________________________________ D-3 6th Amendment to Receivables Transfer Agreement [IKON]
EX-99 4 exhibit99-2.txt EXHIBIT 99.2 AMENDMENT dated as of May ____, 2002 (this "Amendment"), to the Receivables Transfer Agreement dated as of December 1, 1998, as amended by the First Amendment dated as of September 10, 1999, the Second Amendment dated as of November 23, 1999, the Third Amendment dated as of February 29, 2000, the Fourth Amendment dated as of October 12, 2001 and the Omnibus Amendment dated as of December 27, 2001 as the same may be further amended, supplemented or otherwise modified from time to time, the "Receivables Transfer Agreement"), by and among IKON Funding-1, LLC, a Delaware limited liability company, as Transferor (the "Transferor"), IOS Capital, LLC, a Delaware limited liability company, as Originator and as Collection Agent (the "Originator" and the "Collection Agent"), Market Street Funding Corporation, as Issuer (the "Issuer"), and PNC Bank, National Association as Agent (the "Agent"). WHEREAS, the Originator has requested that the Agent, the Transferor, the Collection Agent and the Issuer consent to an amendment to the Receivables Transfer Agreement in the manner provided in this Amendment; and WHEREAS, the Originator, the Agent, the Transferor, the Collection Agent and the Issuer are willing, on the terms and conditions hereinafter set forth, to consent to such an Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used and not defined herein shall have the meanings given to them in the Receivables Transfer Agreement, as amended hereby. 2. Amendment of the Receivables Transfer Agreement. (a) The definition of "Applicable Percentage" is hereby amended by deleting the text "three" immediately after 2 the text "(a)", and replacing it with the text "Applicable Multiplier". (b) The following definitions are to be added to Exhibit I in the appropriate alphabetical order: "Applicable Multiplier" means (a) at any time and for so long as the long-term senior, unsecured, unsubordinated credit rating assigned to Parent by S&P or Moody's is BBB- or Baa3 or higher, respectively, three, (b) at any time and for so long as the long-term senior, unsecured, unsubordinated credit rating assigned to Parent by S&P or Moody's is below BBB- or Baa3 and above BB or Ba, respectively, four and (c) at any time and for so long as the long-term senior, unsecured, unsubordinated credit rating assigned to Parent by S&P or Moody's is BB or Ba or below, respectively, five. "Consolidated Net Worth" shall be determined in accordance with GAAP and shall mean the sum (as reflected in the consolidated balance sheet of Parent and its Consolidated Subsidiaries) of (i) the stated dollar amount of outstanding capital stock plus, (ii) the stated dollar amount of additional paid in capital, if any, plus (iii) the amount of surplus and retained earnings minus, (iv) the cost of treasury shares and the excess of redemption value over the stated value of preferred stock of Parent and its Consolidated Subsidiaries. "Consolidated Subsidiary" means any corporation of which Parent directly or indirectly owns or controls at least a majority of the outstanding stock having general voting power, including without limitation the right, under ordinary circumstances, to vote for the election of a majority of the Board of Directors of such corporation. "Finance Leasing Subsidiary" means the Originator, IKON Capital Inc., a Canadian corporation, IKON Capital, PLC, a British company, IKON Office Solutions Dublin Limited, an Irish company, IKON Leasing GmbH, a German company, and their respective subsidiaries, any successors to such corporations, and such additional subsidiaries whose primary business is the leasing or other financing of products distributed by Parent and its subsidiaries. 3 "Fixed Charges Coverage Ratio" means the ratio of (x) consolidated operating income to (y) interest costs, excluding interests costs of Finance Leasing Subsidiaries. "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time. "SFAS" means the Statement on Financial Accounting Standards issued by the American Institute of Certified Public Accountants from time to time. (c) Exhibit V of the Receivables Transfer Agreement is hereby amended by deleting in its entirety the text of clause (k)and replacing it with the following: "(k)(i) The total debt of Parent and its Consolidated Subsidiaries is equal to or greater than 60% of the sum of (a) the total debt of Parent and its Consolidated Subsidiaries plus (b) the consolidated minority interest obligations shown on the consolidated balance sheet of Parent and its Consolidated Subsidiaries plus, (c) the Consolidated Net Worth of Parent and its Consolidated Subsidiaries. For purposes of calculating such ratio (x) Finance Leasing Subsidiaries shall be excluded from the definition of "Consolidated Subsidiaries", (y) any adjustments resulting from the application of SFAS 133 shall be excluded from shareholder's equity, and (z) in calculating the Consolidated Net Worth of Parent and its Consolidated Net Worth of Parent and its Consolidated Subsidiaries, non-recurring charges subsequent to June 30, 2001 shall be added back. (k)(ii) For any quarter, the Fixed Charges Coverage Ratio of Parent is less than 1.35 to 1.00." 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. IOS CAPITAL, LLC, as Originator and as Collection Agent, by:_____________________________ Name: Title: IKON FUNDING-1, LLC, as the Transferor, by:_____________________________ Name: Title: PNC BANK, NATIONAL ASSOCIATION, as Agent, by:_____________________________ Name: Title: MARKET STREET FUNDING CORPORATION, as Issuer, by:_____________________________ Name: Title: EX-99 5 exhibit99-3.txt EXHIBIT 99.3 AMENDMENT dated as of May ____, 2002 (this "Amendment"), to the Receivables Transfer Agreement dated as of September 19, 2000 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Receivables Transfer Agreement"), by and among IKON Funding-2, LLC, as Transferor (the "Transferor"), IOS Capital, LLC, a Delaware limited liability company, as Originator and as Collection Agent (the "Originator" and the "Collection Agent"), Park Avenue Receivables Corporation, as Conduit Transferee (the "Conduit Transferee"), the several financial institutions party thereto from time to time, as APA Transferees (the "APA Transferees") and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), a New York banking corporation, as Administrative Agent (the "Administrative Agent"). WHEREAS, the Originator has requested that the Agent, the Transferor, the Collection Agent, the Administrative Agent and the Required Transferees consent to an amendment to the Receivables Transfer Agreement in the manner provided in this Amendment; and WHEREAS, the Originator, the Agent, the Transferor, the Collection Agent, the Administrative Agent and the Required Transferees are willing, on the terms and conditions hereinafter set forth, to consent to such an Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used and not defined herein shall have the meanings given to them in the Receivables Transfer Agreement, as amended hereby. 2. Amendment of the Receivables Transfer Agreement. (a) The definition of "Applicable Percentage" is hereby 2 amended by deleting the text "three" immediately after the text "(a)", and replacing it with the text "Applicable Multiplier". (b) The following definitions are to be added to Exhibit I in the appropriate alphabetical order: "Applicable Multiplier" means (a) at any time and for so long as the long-term senior, unsecured, unsubordinated credit rating assigned to Parent by S&P or Moody's is BB+ or Ba1 or higher, respectively, three, (b) at any time and for so long as the long-term senior, unsecured, unsubordinated credit rating assigned to Parent by S&P or Moody's is below BB+ or Ba1 and above BB- or Ba3, respectively, four and (c) at any time and for so long as the long-term senior, unsecured, unsubordinated credit rating assigned to Parent by S&P or Moody's is BB- or Ba3 or below, respectively, five. "Consolidated Net Worth" shall be determined in accordance with GAAP and shall mean the sum (as reflected in the consolidated balance sheet of Parent and its Consolidated Subsidiaries) of (i) the stated dollar amount of outstanding capital stock plus, (ii) the stated dollar amount of additional paid in capital, if any, plus (iii) the amount of surplus and retained earnings minus, (iv) the cost of treasury shares and the excess of redemption value over the stated value of preferred stock of Parent and its Consolidated Subsidiaries. "Consolidated Subsidiary" means any corporation of which Parent directly or indirectly owns or controls at least a majority of the outstanding stock having general voting power, including without limitation the right, under ordinary circumstances, to vote for the election of a majority of the Board of Directors of such corporation. "Finance Leasing Subsidiary" means the Originator, IKON Capital Inc., a Canadian corporation, IKON Capital, PLC, a British company, IKON Office Solutions Dublin Limited, an Irish company, IKON Leasing GmbH, a German company, and their respective subsidiaries, any successors to such corporations, and such additional subsidiaries whose primary business is the leasing or other 3 financing of products distributed by Parent and its subsidiaries. "Fixed Charges Coverage Ratio" means the ratio of (x) consolidated operating income to (y) interest costs, excluding interests costs of Finance Leasing Subsidiaries. "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time. "SFAS" means the Statement on Financial Accounting Standards issued by the American Institute of Certified Public Accountants from time to time. (c) Exhibit V of the Receivables Transfer Agreement is hereby amended by deleting in its entirety the text of clause (k)and replacing it with the following: "(k)(i) The total debt of Parent and its Consolidated Subsidiaries is equal to or greater than 60% of the sum of (a) the total debt of Parent and its Consolidated Subsidiaries plus (b) the consolidated minority interest obligations shown on the consolidated balance sheet of Parent and its Consolidated Subsidiaries plus, (c) the Consolidated Net Worth of Parent and its Consolidated Subsidiaries. For purposes of calculating such ratio (x) Finance Leasing Subsidiaries shall be excluded from the definition of "Consolidated Subsidiaries", (y) any adjustments resulting from the application of SFAS 133 shall be excluded from shareholder's equity, and (z) in calculating the Consolidated Net Worth of Parent and its Consolidated Net Worth of Parent and its Consolidated Subsidiaries, non-recurring charges subsequent to June 30, 2001 shall be added back. (k)(ii) For any quarter, the Fixed Charges Coverage Ratio of Parent is less than 1.35 to 1.00." 4 PARK AVENUE RECEIVABLES CORPORATION, as Conduit Transferee By:_________________________________ Name: Title: JPMORGAN CHASE BANK, as Administrative Agent By: ________________________________ Name: Title: IKON FUNDING-2, LLC, as the Transferor By: IKON Funding, Inc., as its manager By: ________________________________ Name: Title: IOS CAPITAL, LLC, as Originator and Collection Agent By: ________________________________ Name: Title: REQUIRED TRANSFEREE SIGNATURE PAGE TO AMENDMENT DATED AS OF MAY ____, 2002 Name of Institution ________________________ By: ____________________ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----