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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) May 17, 1999
Franklin Auto Trust 1999-1
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-056869-01 51-6510047
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(State of Incorporation) (Commission (I.R.S. Employer Identification
File Number) No.)
47 West 200 South, Suite 500
Salt Lake City, Utah 84101
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (302) 636-3305
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events
On or about May 27, 1999, Franklin Receivables LLC transferred
approximately $106,523,953 of Prime, Non-Prime and Sub-Prime motor vehicle
retail installment sale contracts (the "Receivables"), to Franklin Auto Trust
1999-1 (the "Trust"). The Trust transferred the Receivables to The Chase
Manhattan Bank, as indenture trustee ("Indenture Trustee"), who in turn issued
Class A-1 Asset Backed Notes (the "Class A-1 Notes") in the aggregate original
principal amount of $66,500,000 due December 2002 and Class A-2 Asset Backed
Notes (the "Class A-2 Notes") in the aggregate original principal amount of
$40,023,000 due December 2006.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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3.1 Amendment No. 1 to the Amended and Restated Limited Liability Company
Agreement for Franklin Receivables LLC dated as of May 17, 1999.
23.1 Consent of Independent Accountants (PricewaterhouseCoopers LLP) as to
the consolidated financial statements of MBIA Insurance Corporation and
Subsidiaries and as to the reference of PricewaterhouseCoopers LLP under the
caption "Experts" in the Prospectus Supplement dated as of May 14, 1999.
Incorporated by reference to Form 8-K filed on May 17, 1999 with the SEC.
23.2 Consent of Independent Accountants as to the balance sheet of the Trust.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trust has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
FRANKLIN AUTO TRUST 1999-1, by
Franklin Capital Corporation as the
Servicer
/s/ Jennifer J. Bolt
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Name: Jennifer J. Bolt
Title: President
May 17, 1998
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INDEX TO EXHIBITS
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Exhibit No. Description
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3.1 Amendment No. 1 to the Amended and Restated Limited Liability
Company Agreement for Franklin Receivables LLC dated as of May 17, 1999.
23.1 Consent of Independent Accountants (PricewaterhouseCoopers LLP)
as to the consolidated financial statements of MBIA Insurance Corporation and
Subsidiaries and as to the reference of PricewaterhouseCoopers LLP under the
caption "Experts" in the Prospectus Supplement dated as of May 14, 1999.
Incorporated by reference to Form 8-K filed on May 17, 1999 with the SEC.
23.2 Consent of Independent Accountants as to the balance sheet of
the Trust.
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Exhibit 3.1
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
FOR
FRANKLIN RECEIVABLES LLC,
a Delaware limited liability company
This Amendment No. 1 to the Amended and Restated Limited Liability
Company Agreement, effective as of September 1, 1998 (the "LLC Agreement"), of
Franklin Receivables LLC, a Delaware limited liability company (the "Company"),
is made as of and is effective this 17th day of May, 1999 by Franklin Capital
Corporation, a Utah corporation ("FCC" or the "Managing Member"), as the primary
member and FCC Receivables Corp., a Delaware corporation ("Receivables Corp." or
the "Special Member"), as the second member.
WHEREAS, since the Company's formation, all of the beneficial
interests of the Company have been held solely by FCC for federal income tax
purposes;
WHEREAS, the parties intended that the Company be disregarded as
an entity separate from FCC for federal income tax purposes in accordance with
Section 301.7701-3 of the Treasury Regulations;
WHEREAS, the LLC Agreement erroneously provided that the parties
intended that the Company be disregarded as an entity separate from Receivables
Corp., as the Special Member of the Company, for federal income tax purposes;
and
WHEREAS, the parties wish to correct this error.
NOW, THEREFORE, the parties agree as follows:
1. Section 11.14 of the LLC Agreement is hereby amended and
restated to read as follows:
It is the intention of the parties hereto that, for federal
income tax purposes, the Company shall be disregarded as an
entity apart from the Managing Member, as long as the Managing
Member is the holder of all the beneficial interests in the
Company for federal income tax purposes, or treated as a
partnership if the Managing Member is not the holder of all the
beneficial interests in the Company for federal income tax
purposes. The parties agree that, unless otherwise required by
appropriate tax authorities, the Managing Member will file or
cause to be filed annual or other necessary returns, reports and
other forms consistent with the characterization of the Company
as a division of the Managing Member, or as a partnership, as
the case may be, for such tax purposes.
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For so long as the Managing Member's Percentage Interest is
100%, the Company shall be disregarded as an entity separate
from the Managing Member and all net income and loss of the
Company for any month as determined solely for federal income
tax purposes (and each item of income, gain, loss, credit and
deduction entering into the computation thereof) shall be
allocated to the Managing Member and treated in the same manner
as if the Company were a division or branch of the Managing
Member.
2. In all other respects the LCC Agreement is confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the date first written above.
FRANKLIN CAPITAL CORPORATION
By: /s/ Jennifer J. Bolt
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Name: Jennifer J. Bolt
Title: President
FCC RECEIVABLES CORP.
By: /s/ Jennifer J. Bolt
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Name: Jennifer J. Bolt
Title: Executive Vice-President
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Franklin Receivables LLC relating to Franklin Auto Trust 1999-1, of our report
dated February 2, 1999, on our audits of the consolidated financial statements
of MBIA Insurance Corporation and Subsidiaries as of December 31, 1998 and 1997
and for each of the three years in the period ended December 31, 1998. We also
consent to the reference to our Firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
May 14, 1999 PricewaterhouseCoopers LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
May 14, 1999
We consent to the inclusion of our report dated May 12, 1999 on our audit of the
balance sheet of Franklin Auto Trust 1999-1 as of May 12, 1999 in the Prospectus
Supplement to the Prospectus dated May 14, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
