<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): July 18, 1997
----------------------
NATIONAL FINANCIAL AUTO FUNDING TRUST
(Exact name of registrant as specified in its charter)
DELAWARE 33-28829 9999
(State of organization) (Commission File No.) (Primary Standard Industrial
Classification Code Number)
One Park Place
621 N.W. 53rd Street
Boca Raton, FL 33487
(800) 999-7535
(Address and telephone number of Registrant's principal executive offices)
================================================================================
<PAGE> 2
Item 5. OTHER EVENTS
Description of the Notes and the Receivables Pool
National Financial Auto Funding Trust (the "Funding Trust") will cause
to be filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Commission's Rule 424 a Prospectus Supplement and the Prospectus
(together, the "Prospectus") filed as part of Registration Statement, File No.
33-28829, in connection with the Funding Trust's issuance of a series of Notes,
entitled National Auto Finance 1997-1 Trust Automobile Receivables-Backed Notes,
Series 1997-1 (the "Notes"), to be issued pursuant to an Indenture, dated as of
June 29, 1997, between (i) National Auto Finance 1997-1 Trust (the "Trust"), a
Delaware business trust formed pursuant to a Trust Agreement dated as of June
29, 1997 between Funding Trust, as depositor, and Wilmington Trust Company, as
Owner Trustee, and (ii) Harris Trust and Savings Bank, as Trustee and Trust
Collateral Agent. The Notes designated as the Series 1997-1 Notes will be
secured by trust property consisting primarily of a segregated pool (the
"Receivables Pool") of non-prime motor vehicle retail installment sale contracts
(the "Receivables"), all of which are secured by new or used automobiles,
light-duty trucks, vans or minivans financed thereby. The Receivables Pool will
consist of Receivables having an aggregate principal balance as of June 29, 1997
(the "Cut-off Date") of approximately $66,156,163.54 and certain additional
Receivables to the extent purchased by the Trust on or prior to October 30, 1997
with funds deposited in a Pre-Funding Account in the amount of approximately
$6,689,091.18.
Computational Materials
First Union Capital Markets Corp., as underwriter of the Notes (the
"Underwriter") has provided certain prospective purchasers of Notes with certain
computational materials (the "Computational Materials") in written form, which
Computational Materials are in the nature of data tables relating to the
structure and terms of the Notes and the hypothetical characteristics and
hypothetical performance of the Notes under certain assumptions and scenarios,
based on collateral information provided by National Auto Finance Company, Inc.
Consent of Independent Accountants
The financial statements of Financial Security Assurance Inc. and
subsidiaries included in certain documents filed by Financial Security Assurance
Holdings Ltd. with the Commission pursuant to the Securities Exchange Act of
1934, as amended, together with the report of Coopers & Lybrand L.L.P.,
independent accountants, with respect thereto were incorporated in the
Prospectus. The written consent of Coopers & Lybrand L.L.P. to the incorporation
of that firm's report into the Prospectus is filed as exhibit 23 hereto.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
<PAGE> 3
Exhibit No. Description
- ----------- -----------
23 Consent of Coopers & Lybrand L.L.P., independent accountants, to
incorporation by reference into the Prospectus related to the
National Auto Finance 1997-1 Trust Automobile Receivable-Backed
Notes of that firm's report with respect to certain financial
statements of Financial Security Assurance Inc. and subsidiaries.
99 Computational Materials (as defined in Item 5) that have been
provided by National Auto Finance Company, Inc. to certain
prospective purchasers of National Auto Finance 1997-1 Trust
Automobile Receivables-Backed Notes.
<PAGE> 4
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.
Dated: July 22, 1997
NATIONAL FINANCIAL AUTO FUNDING TRUST
By: /s/ Keith B. Stein
-------------------------------
Name: Keith B. Stein
Title: Secretary
<PAGE> 5
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
23 Consent of Coopers & Lybrand L.L.P.,
independent accountants, to incorporation
by reference into Prospectus related to the
National Auto Finance 1997-1 Trust Auto-
mobile Receivable-Backed Notes of that
firm's report with respect to certain financial
statements of Financial Security Assurance
Inc. and subsidiaries.
99 Computational Materials (as defined in
Item 5) that have been provided to certain
prospective purchasers of National Auto
Finance 1997-1 Trust Automobile
Receivables-Backed Notes
<PAGE> 1
EXHIBIT 23
[Coopers & Lybrand L.L.P. Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
--------
We consent to the incorporation by reference in the Prospectus Supplement dated
July 16, 1997 (to Prospectus dated June 6, 1997) of National Financial Auto
Funding Trust relating to National Auto Finance 1997-1 Trust Automobile
Receivables-Backed Notes of our report dated January 24, 1997 on our audits of
the consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996. We also consent to the reference to our
Firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
July 17, 1997
<PAGE> 1
EXHIBIT 99
First Union Capital Markets Group
National Financial Auto Trust 1997-1
Percent Outstanding Table
Prepayment Speed (CPR)
Class A Certificates
Distribution
Date 0.00% 0.50% 1.00% 1.50% 1.70%
- -------------------------------------------------------------------------------
07/23/97 100.00% 100.00% 100.00% 100.00% 100.00%
08/21/97 98.73% 97.81% 97.33% 97.13% 96.82%
11/21/97 94.62% 90.95% 89.02% 88.22% 87.01%
02/21/98 90.10% 83.81% 80.50% 79.15% 77.07%
05/21/98 85.36% 76.76% 72.24% 70.38% 67.55%
08/21/98 80.39% 69.80% 64.24% 61.96% 58.47%
11/21/98 75.19% 62.97% 56.55% 53.92% 49.90%
02/21/99 69.79% 56.28% 49.20% 46.30% 41.88%
05/21/99 64.16% 49.77% 42.23% 39.15% 34.44%
08/21/99 58.37% 43.48% 35.69% 32.51% 27.65%
11/21/99 52.41% 37.44% 29.62% 26.42% 21.55%
02/21/2000 46.35% 31.69% 24.05% 20.93% 16.17%
05/21/2000 40.24% 26.29% 19.03% 16.07% 11.56%
08/21/2000 34.14% 21.27% 14.59% 11.87% 7.73%
11/21/2000 28.17% 16.70% 10.76% 8.34% 4.68%
02/21/2001 22.39% 12.59% 7.54% 5.48% 2.37%
05/21/2001 16.90% 9.00% 4.92% 3.27% 0.81%
08/21/2001 11.79% 5.92% 2.90% 1.68% 0.12%
11/21/2001 7.00% 3.30% 1.41% 0.64% 0.01%
02/21/2002 3.22% 1.43% 0.51% 0.15% 0.00%
05/21/2002 0.81% 0.34% 0.10% 0.01% 0.00%
08/21/2002 0.00% 0.00% 0.00% 0.00% 0.00%
11/21/2002 0.00% 0.00% 0.00% 0.00% 0.00%
02/21/2003 0.00% 0.00% 0.00% 0.00% 0.00%
05/21/2003 0.00% 0.00% 0.00% 0.00% 0.00%
- -------------------------------------------------------------------------------
Average Life: 2.44 1.99 1.75 1.65 1.51
Duration: 2.22 1.83 1.62 1.54 1.41