UNITED STATES
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): October 15, 1999
Eaglemark, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-21793 88-0292891
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4150 Technology Way
Carson, City, Nevada 89706
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 885-1200
Item 5. Other Events
The registrant is filing final forms of the exhibit listed in Item 7 (c).
Item 7. Monthly Statements and Exhibits
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits: Monthly Servicer Report
Harley-Davidson Eaglemark Motorcycle Trust 1999-1
$127,000,000 5.25% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$56,300,000 5.52% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$11,700,000 6.71% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date 10/15/99
A. Calculation of the Monthly Principal
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs, 165786252.82
plus
B. Prefunded Amount on such day referred to in 1.A. above 0.00
Sum of 1.A and 1.B 165786252.82
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 160085276.73
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 0.00
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00
Sum of 2.A, 2.B, and 2.C 160085276.73
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 5,700,976.09
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1,820,770.39
D. Calculation of Note Monthly Principal Distributable Amount
1. Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-1 Notes is 100.00%
reduced to zero
b . On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 100% until the principal amount of the Class
A-2 Notes has been reduced to zero 100.00%
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%
2. Principal Distributable Amount (from B) 5,700,976.09
3. Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 Notes Principal Balance is zero) 5,700,976.09
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 Notes Principal Balance is zero) 0.00
c. Note Principal Carryover Shortfall 0.00
d. Special Mandatory Redemption Amounts (from Pre-Funding Account as
defined in Article I of the Sale and Servicing Agreement) 0.00
e. Note Monthly Principal Distributable Amount (the sum of 5,700,976.09
items 3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 5.250%
2. Class A-2 Interest Rate 5.520%
3. One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 427,814.86
4. One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 258,980.00
5. Interest Carryover Shortfall for such Distribution Date 0.00
6. Note Monthly Interest Distributable Amount (the sum of items 3,
4, 5) 686,794.86
F. Calculation of Note Monthly Distributable Amount (sum of 6,387,770.95
D.3 (e) plus E.6.)
F1.The remaining Class A-1 Certificate Balance after giving effect to the
Distribution of Monthly Principal on such Distribution Date 92085276.73
F2.The remaining Class A-2 Certificate Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date 56,300,000.00
G. Calculation of Certificate Principal Distributable Amount
1. Certificate Balance 11,700,000.00
2. Available Principal 0.00
3. Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%
b. on any Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%
c. thereafter 100.00%
4(a)Available Principal multiplied by the Certificate Percentage for such
Distribution Date 0.00
(b) Certificate Principal Carryover Shortfall for such 0.00
Distribution Date
5. Certificate Principal Distributable Amount (the sum 0.00
of 4. (a) and 4. (b))
H. Calculation of Certificate Interest Distributable Amount
1. Certificate Pass-Through Rate 6.71%
2(a)One-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately preceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders and such preceding
Distribution Date on the original Principal Amount of the Certificates)
based on a 360-day year of 12 months and 30 days each. 65,422.50
2(b)Certificate Interest Carryover Shortfall for such 0.00
Distribution Date
3. Certificate Interest Distributable Amount (sum of 65,422.50
2.(a) and 2.(b))
I. Calculation of Certificate Distributable Amount (sum of 65,422.50
G.5 and H.3)
J. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1% and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 138,155.21
2. Late Payment Fees for such Distribution Date 0.00
3. Extension Fees for such Distribution Date 0.00
4. Owner Trustee Fees 0.00
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .009% and the Principal Balance of
the Contracts as of the beginning of the related Due Period and the
Pre-Funded Amount as of the beginning of such Period; provided however,
in no event shall such fee be less than $200.00 per month) 1,243.40
K. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i) Principal 5,501,042.30
(ii)Interest & Fees 1,820,770.39
b. All Net Liquidation Proceeds 59,447.03
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 0.00
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 130,430.30
e. All amounts paid by the Seller in connection with an optional
repurchase of the Contracts described in Section 7.10 of the Sale
and Servicing Agreement 0.00
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00
g. All amounts received in respect of interest, dividends, gains,
income and earnings on investments of funds in the Trust Accounts
as contemplated in Section 5.05 (b) (vii) of the Sale 46,454.87
and Servicing Agreement
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 7,558,144.89
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clauses (ii) through (iv) of Section 7.05 (a) of the
Sale and Servicing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 123,156.10
b. Amounts to be paid to the Servicer in respect of the Monthly
Servicing Fee for the related Due Period 138,155.21
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1,243.40
d. Amounts to be paid related to Owmer Trustee Fees 0.00
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Excess Funds 842,396.73
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
Agreement with respect to the related Due Period
(sum of a. through e.) 1,104,951.44
3. The Available Funds for such Distribution Date 6,453,193.45
(1.h. minus 2.f.)
4. The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on
such Distribution Date 0.00
L. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F. and the
Certificate Distributable Amount as set forth in I.). (0.00)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the
Certificate Distributable Amount for such Distribution Date. 153,344.17
N. Interest Earnings on the Reserve Fund 16,455.33
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date (0.00)
2. The amount on deposit in the Reserve Fund after giving effect to
deposits and withdrawals therefrom on such Distribution Date 4,144,656.32
P. The Reserve Fund Requisite Amount for such distribution Date is
2.50% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period plus $585,000 initial deposit set
for the Certificate class; however, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period and $585,000. 4,144,656.32
Q. The Pool Factor
1.Class A-1 Note Factor immediately before such Distribution Date 76.9970495%
2.Class A-2 Note Factor immediately before such Distribution Date 100.0000000%
3.Certificate Class Pool Factor immediately before such 100.0000000%
Distribution Date
4.Class A-1 Note Factor immediately after such Distribution Date 72.5080919%
5.Class A-2 Note Factor immediately after such Distribution Date 100.0000000%
6.Certificate Class Pool Factor immediately after such 100.0000000%
Distribution Date
R. Delinquent Contracts
1. 31-59 Days # 290 3262836.75
2. 60-89 Days # 84 932875.92
3. 90 or More Days # 71 823162.79
S. Liquidated Contracts
1. Total Liquidated Contracts # 18 207239.39
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 59,447.03
4. Liquidation Expenses for the Due Period 0.00
5. Net Liquidation Proceeds for the Due Period 59,447.03
6. Net Liquidation Losses for the Due Period 147,792.36
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 123,156.10
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 123,156.10
3. Amount of Delinquent Interest for such Distribution Date 130,430.30
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required
by Section 7.03 of the Sale and Servicing Agreement) 130,430.30
5. Total of unreimbursed Advances after new Advances on such
Distribution Date 130,430.30
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0
2. Principal Amount of such Contracts 0.00
3. Related Repurchase Price of such Contracts 0.00
V. Contracts
1. Number of Contracts as of beginning of Due Period 14,814
2. Principal Balance of Contracts as of beginning of Due Period 165786252.82
3. Number of Contracts as of end of Due Period 14,466
4. Principal Balance of Contracts as of end of Due Period 160085276.73
5. Prefunded Amount as of Beginning of Due Period 0.00
6. Prefunded Amount as of End of Due Period 0.00
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00
2. Interest received into Interest Reserve Account 0.00
3. Carrying Charges, if any, to be paid on upcoming
Distribution Date 0.00
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00
X. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the
Cutoff Date through the end of the related Due Period. 262,046.01
B. The sum of the Principal Balance of the Contracts as of the
Cutoff Date plus the Principal Balance of any Subsequent Contracts
as of the related Subsequent Cutoff Date. 160000000.00
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient
of A. divided by B., expressed as a percentage). 0.00
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that
were delinquent 60 days or more as of the end of the
Due Period.) 1,756,038.71
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due
Period for such Distribution Date. 1.06%
C. The Delinquency Ratio for the prior Distribution Date. 0.91%
D. The Delinquency Ratio for the second prior Distribution 0.63%
E. The Average Delinquency Ratio (the arithmetic average
of A. through C.) 0.87%
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 147,792.36
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation
Losses for all Contracts that became Liquidated Contracts during the
immediately preceding Due Period multiplied by twelve by (y) the
outstanding Principal Balances of all Contracts as of the beginning
of the Due Period) for such Distribution Date 1.07%
C. The Loss Ratio for the prior Distribution Date. 0.57%
D. The Loss Ratio for the second prior Distribution Date. 0.21%
E. The Average Loss Ratio (the arithmetic average of A.
through C.) 0.62%
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or=
(i) 2.50% with respect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00% respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50% for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date,
or (iv) 4.00% for any Distribution Date following the third
anniversary date of the Closing Date. 0.87%
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 2.75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the eighteen months following the
Closing Date or (ii) 3.25% with respect to any Distribution Date which
occurs following the eighteen month period following the
Closing Date. 0.62%
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) .75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the first anniversary of the Closing
Date, (ii) 1.50% with respect to any Distribution Date which occurs
within the period from the day after the first anniversary of the Closing
Date to, and inclusive of, the second anniversary of the Closing Date,
(iii) 2.00% for any Distribution Date which occurs within the period
from the day after the second anniversary of the Closing Date to, and
inclusive of, the third anniversary of the Closing Date, or (iv) 2.50%
following the third anniversary of the Closing Date. 0.62%
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.
EAGLEMARK, INC.
By: /s/ Donna Zarcone
Name: Donna Zarcone
Vice President and Chief Financial Officer
Dated: October 29, 1999
