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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) June 29, 2000
First Sierra Receivables II, Inc.
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(Exact name of Registrant as specified in its charter)
First Sierra Receivables III, Inc.
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(Exact name of Co-Registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-12199 76-0543174
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(Commission File
Delaware Number) 76-0589331
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
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c/o SierraCities.com Inc. 77002
Attention: E. Roger Gebhart ----------
600 Travis Street, Suite 7050 (Zip Code)
Houston, Texas
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(Address of Principal Executive Offices)
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Registrant's telephone number, including area code (713) 221-8822
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No Change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Description of the Notes and the Contracts
First Sierra Receivables II, Inc. and First Sierra Receivables III,
Inc. (the "Depositor" and, together with First Sierra Receivables II, Inc. (the
"Registrants") have registered issuances of an aggregate of up to $185,587,065
in principal amount of lease-backed securities, 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 (Registration File No.
333-12199) (as amended, the "Registration Statement"). Pursuant to the
Registration Statement, the Depositor formed a trust, the First Sierra
Equipment Contract Trust 2000-2, a common law trust acting through its trustee
First Union Trust Company, National Association, not in its individual capacity
but solely as Owner Trustee (the "Trust"), pursuant to which the Trust issued
Notes under an Indenture (the "Indenture"), attached hereto as Exhibit 4.1,
dated as of June 1, 2000, by and between the Trust, SierraCities.com Inc., as
servicer and originator ("SierraCities," the "Servicer" and the "Originator")
and Bankers Trust Company, as indenture trustee (the "Trustee"). 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, the
forms of which were filed as Exhibits to the Registration Statement.
The Notes consist of eight classes, the Class A-1 Notes, Class A-2
Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D
Notes and Class E Notes. Only the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes and Class A-4 Notes (the "Class A Notes") and the Class B Notes were
issued pursuant to the Registration Statement. The Class A-1 Notes represent
the right to receive repayment of the Initial Class A-1 Note Principal Balance
($50,018,622) of the Class A-1 Notes and monthly interest at a rate of
6.937525% per annum on the unpaid portion of such principal amount, the Class
A-2 Notes represent the right to receive repayment of the Initial Class A-2
Note Principal Balance ($29,609,322) of the Class A-2 Notes and monthly
interest at a rate of 7.35% per annum on the unpaid portion of such principal
amount, the Class A-3 Notes represent the right to receive repayment of the
Initial Class A-3 Note Principal Balance ($51,393,341) of the Class A-3 Notes
and monthly interest at a rate of 7.49% per annum on the unpaid portion of such
principal amount, the Class A-4 Notes represent the right to receive repayment
of the Initial Class A-4 Note Principal Balance ($33,416,247) of the Class A-4
Notes and monthly interest at a rate of 7.56% per annum on the unpaid portion
of such principal amount and the Class B Notes represent the right to receive
repayment of the Initial Class B Note Principal Balance ($21,149,523) of the
Class B Notes and monthly interest at a rate of 7.77% per annum on the unpaid
portion of such principal amount.
The rights to receive such payments are based solely upon the
interests represented by the Class A Notes and the Class B Notes in the Trust
Property (the "Trust Property") which secures the Class A Notes and the Class B
Notes. The assets of the Trust Property will consist of certain finance leases
and commercial loans received after the close of business on June 1, 2000 (the
"Cut-Off Date") (such leases, the "Initial Contracts"), a security interest in
the underlying equipment or property leased thereby (the "Equipment" and,
together with the Contracts, the "Receivables") and certain other property more
fully described in the Prospectus Supplement.
On June 29, 2000 (the "Closing Date"), the Depositor and certain
trusts sponsored by SierraCities transferred the Contracts and the related
Equipment to the Trust pursuant to the Receivables Transfer Agreement, dated as
of June 1, 2000 (the "Receivables transfer Agreement"), attached hereto as
Exhibit 10.1, among SierraCities, First Sierra
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Receivables III, Inc., First Union National Bank, Variable Funding Capital
Corporation, First Sierra Equipment Contract Trust 1999-H, Fairway Finance
Corporation, Bankers Trust Company, First Sierra Equipment Contract Trust
2000-2, a common law trust acting through its trustee, First Union Trust
Company, National Association, not in its individual capacity but solely as
Owner Trustee, as Issuer, and Merrill Lynch Mortgage Capital, Inc.
Principal and interest will be paid to the Class A Noteholders monthly
on the 18th day (or the next succeeding business day thereafter) of each month,
commencing July 18, 2000 (each, a "Payment Date"), as further described herein.
Interest will accrue on the Class A Notes and the Class B Notes from Payment
Date to Payment Date, or with respect to the initial Payment Date, from June
29, 2000.
As of the Closing Date, the Contracts possessed the characteristics
described in the Prospectus dated March 28, 2000 and the Prospectus Supplement
dated June 23, 2000, filed pursuant to Rule 424(b)(2) of the Act.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated June 23, 2000, among
SierraCities.com Inc., First Sierra Receivables III, Inc., and First Union
Securities, Inc. as Representative of the several Underwriters.
4.1 Indenture, dated as of June 1, 2000, by and among First Sierra
Equipment Contract Trust 2000-2, a common law trust acting through its trustee,
First Union Trust Company, National Association, not in its individual capacity
but solely as Owner Trustee, as Issuer, SierraCities.com Inc., as Servicer and
as Originator, and Bankers Trust Company, not in its individual capacity but
solely as Indenture Trustee.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated as of
June 29, 2000.
10.1 Receivables Transfer Agreement, dated as of June 1, 2000, among
SierraCities.com Inc., First Sierra Receivables III, Inc., First Union National
Bank, Variable Funding Capital Corporation, First Sierra Equipment Contract
Trust 1999-H, Fairway Finance Corporation, Bankers Trust Company, First Sierra
Equipment Contract Trust 2000-2, a common law trust acting through its trustee,
First Union Trust Company, National Association, not in its individual capacity
but solely as Owner Trustee, as Issuer, and Merrill Lynch Mortgage Capital,
Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their respective
behalf by the undersigned hereunto duly authorized.
FIRST SIERRA RECEIVABLES II, INC.
By: /s/ Sandy B. Ho
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Name: Sandy B. Ho
Title: Senior Vice President
FIRST SIERRA RECEIVABLES III, INC.
By: /s/ Sandy B. Ho
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Name: Sandy B. Ho
Title: Senior Vice President
Dated: July 12, 2000
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EXHIBIT INDEX
1.1 Underwriting Agreement, dated June 23, 2000, among
SierraCities.com Inc., First Sierra Receivables III, Inc., and First Union
Securities, Inc. as Representative of the several Underwriters.
4.1 Indenture, dated as of June 1, 2000, by and among First Sierra
Equipment Contract Trust 2000-2, a common law trust acting through its trustee,
First Union Trust Company, National Association, not in its individual capacity
but solely as Owner Trustee, as Issuer, SierraCities.com Inc., as Servicer and
as Originator, and Bankers Trust Company, not in its individual capacity but
solely as Indenture Trustee.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated as of
June 29, 2000.
10.1 Receivables Transfer Agreement, dated as of June 1, 2000, among
SierraCities.com Inc., First Sierra Receivables III, Inc., First Union National
Bank, Variable Funding Capital Corporation, First Sierra Equipment Contract
Trust 1999-H, Fairway Finance Corporation, Bankers Trust Company, First Sierra
Equipment Contract Trust 2000-2, a common law trust acting through its trustee,
First Union Trust Company, National Association, not in its individual capacity
but solely as Owner Trustee, as Issuer, and Merrill Lynch Mortgage Capital,
Inc.
