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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 29, 1998
Franklin Auto Trust 1998-1
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-056869-01 51-6510047
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(Commission File Number) (I.R.S. Employer Identification No.)
47 West 200 South, Suite 500
Salt Lake City, Utah 84101
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(Address of Principal Executive Offices) (Zip Code)
(302) 636-3305
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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NYFS08\65\63765\0003\306\8-KA706A.DOC
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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K (September
29, 1998) of Franklin Auto Trust 1998-1 (the "Registrant" or the "Company")
amends and restates in its entirety Item 601(a) solely to amend and correct
exhibit numbers.
* * *
Item 601(a)
of Regulation S-K
Exhibit No. Description
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3.2 The Amended and Restated LLC Operating Agreement of Franklin
Auto Trust 1998-1 as of September 1, 1998 (incorporated by
reference to Exhibit 3.2 to Amendment No. 1 to the
Registrant's Form 8-K)
4.1 Opinion of Weil, Gotshal & Manges LLP as to Legality
incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated September 29, 1998 (the
"Registrant's Form 8-K")
4.2 Opinion of Daniel Carr, in-house counsel to Franklin Capital
Corporation, the managing member of Franklin Receivables LLC
(incorporated by reference to Exhibit 4.2 to the
Registrant's Form 8-K)
5.1 Opinion of Weil, Gotshal & Manges LLP as to certain tax
matters (incorporated by reference to Exhibit 5.1 to the
Registrant's Form 8-K)
23.1 Consents of Experts and Counsel and Consent of
PricewaterhouseCoopers LLP as to the financial statements
(incorporated by reference to Exhibit 23.1 to the
Registrant's Form 8-K)
23.2 (Consent of Weil, Gotshal & Manges LLP included in exhibits
4.1 and 5.1) (incorporated by reference to Exhibit 23.2 to
the Registrant's Form 8-K)
23.3 Consent of the Independent Accountants (incorporated by
reference to Exhibit 23.3 to Amendment No. 1 to the
Registrant's Form 8-K)
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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 hereunto duly authorized.
FRANKLIN AUTO TRUST 1998-1,
by Franklin Capital Corporation
as the Servicer
/s/ Jennifer J. Bolt
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Name: Jennifer J. Bolt
Title: President
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EXHIBIT INDEX
Exhibit No. Description
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3.2 The Amended and Restated LLC Operating Agreement of Franklin
Auto Trust 1998-1 as of September 1, 1998 (incorporated by
reference to Exhibit 3.2 to Amendment No. 1 to the
Registrant's Form 8-K)
4.1 Opinion of Weil, Gotshal & Manges LLP as to Legality
incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated September 29, 1998 (the
"Registrant's Form 8-K")
4.2 Opinion of Daniel Carr, in-house counsel to Franklin Capital
Corporation, the managing member of Franklin Receivables LLC
(incorporated by reference to Exhibit 4.2 to the
Registrant's Form 8-K)
5.1 Opinion of Weil, Gotshal & Manges LLP as to certain tax
matters (incorporated by reference to Exhibit 5.1 to the
Registrant's Form 8-K)
23.1 Consents of Experts and Counsel and Consent of
PricewaterhouseCoopers LLP as to the financial statements
(incorporated by reference to Exhibit 23.1 to the
Registrant's Form 8-K)
23.2 (Consent of Weil, Gotshal & Manges LLP included in exhibits
4.1 and 5.1) (incorporated by reference to Exhibit 23.2 to
the Registrant's Form 8-K)
23.3 Consent of the Independent Accountants (incorporated by
reference to Exhibit 23.3 to Amendment No. 1 to the
Registrant's Form 8-K)
