<PAGE> 1
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) December 10, 1998
First Sierra Receivables II, Inc.
First Sierra Receivables III, Inc.
(Exact name of registrants as specified in its charter)
Delaware 333-12199 76-054 3174
Delaware 333-12199-01 76-058 9331
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
c/o First Sierra Financial, Inc. 77002
Attention: E. Roger Gebhart (Zip Code)
600 Travis Street
Suite 7050
Houston, Texas
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (713) 221-8822
-----------------------------------------------------
No Change
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events
The consolidated financial statements of MBIA Inc. and its subsidiaries
as of December 31, 1997 and December 31, 1996 and for each of the three years in
the period ended December 31, 1997, prepared in accordance with generally
accepted accounting principles, included in the Annual Report on Form 10-K of
MBIA Inc. which was filed with the Commission and the consolidated financial
statements of MBIA Inc. and its subsidiaries as of September 30, 1998 and for
the periods ending September 30, 1998 and September 30, 1997 included in the
Quarterly Report on Form 10-Q of MBIA Inc. for the period ended September 30,
1998 which was filed with the Commission are incorporated by reference in (i)
this Current Report on Form 8-K; (ii) the Prospectus; and (iii) the Prospectus
Supplement for First Sierra Receivables II, Inc. and First Sierra Receivables
III, Inc., and shall be deemed to be part hereof and thereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable.
(c) Exhibits
Exhibit No.
---------
23.1 Consent of PricewaterhouseCoopers LLP
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
First Sierra Receivables II, Inc.
By: /s/ Thomas Depping
------------------------------
Name: Thomas Depping
Title: President
First Sierra Receivables III, Inc.
By: /s/ Thomas Depping
------------------------------
Name: Thomas Depping
Title: President
Dated: December 10, 1998
3
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description Page No.
23.1 Consent PricewaterhouseCoopers LLP 5
4
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
First Sierra Receivables II, Inc. and First Sierra Receivables III, Inc.
relating to First Union Trust Company, National Association, as Owner Trustee of
the First Sierra Equipment Contract Trust 1998-1, of our report dated February
3, 1998, on our audits of the consolidated financial statements of MBIA
Insurance Corporation and Subsidiaries as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997. We also consent
to the reference to our firm under the caption "Report of Experts".
/S/ PRICEWATERHOUSECOOPERS LLP
December 10, 1998
