SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 5, 1999
Prudential Securities Secured Financing Corporation
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(as Depositor under a Trust Agreement dated as of
September 1, 1999, providing for the
establishment of the ABFS Mortgage Loan Trust 1999-3)
Prudential Securities Secured Financing Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-75489 13-3526694
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(State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
One New York Plaza
New York, New York 10292
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (214) 778-1000
No Change
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
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On November 5, 1999, ABFS Mortgage Loan Trust 1999-3 acquired
$60,364,496.90 aggregate principal amount of Subsequent Mortgage Loans in
accordance with the to the terms of Section 2.02 of the Sale and Servicing
Agreement, dated as of September 1, 1999, by and among Prudential Securities
Secured Financing Corporation, as depositor (the "Depositor"), ABFS Mortgage
Loan Trust 1999-3, as issuer (the "Issuer"), American Business Credit, Inc.,
as servicer (the "Servicer"), Chase Bank of Texas, N.A., as collateral agent
(the "Collateral Agent") and The Chase Manhattan Bank, as indenture trustee
(the "Indenture Trustee). Such acquisition was made pursuant to a Subsequent
Contribution Agreement, dated as of November 5, 1999 (the "Subsequent
Contribution Agreement") between the issuer and the Trust and in accordance
with the criteria for subsequent acquisition of Mortgage Loans set forth in
Section 2.14 of the Indenture, dated September 1, 1999 (the "Indenture")
between the Issuer and the Indenture Trustee. $51,151,992.40 aggregate
principal amount of such newly-acquired Mortgage Loans are included in Pool 1
and $9,212,504.50 aggregate principal amount of such newly-acquired Mortgage
Loans are included in Pool 2 and possess the characteristics required by the
Indenture and the Prospectus Supplement dated September 17, 1999. Such
Prospectus Supplement was filed pursuant to Rule 424(b)(5 of the Securities
Act of 1933, as amended, on September 28, 1999.
<PAGE>
Item 7. Financial Statements; PRO FORMA Financial Information
and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
4.1 Subsequent Contribution Agreement, dated as of
November 5, 1999, by and between Prudential
Securities Secured Financing Corporation, as
Depositor, and the ABFS Mortgage Loan Trust 1999-3,
as Issuer.
99.1 Related Computational Materials - Statistical
Characteristics of Subsequent Mortgage Loans by
Pool.
<PAGE>
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.
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ Evan Mitnick
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Name: Evan Mitnick
Title: Vice President
Dated: November 5, 1999
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description Page No.
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4.1 Subsequent Contribution Agreement, dated as of
November 5, 1999, by and between Prudential
Securities Secured Financing Corporation, as Depositor,
and the ABFS Mortgage Loan Trust 1999-3, as Issuer. 6
99.1 Related Computational Materials -- Statistical
Characteristics of Subsequent Mortgage Loans by Pool.
<PAGE>
EXHIBIT 99.1 RELATED COMPUTATIONAL MATERIALS --
STATISTICAL CHARACTERISTICS OF SUBSEQUENT MORTGAGE LOANS BY POOL
[To be filed on Form SE pursuant to a
continuing hardship exemption]
<PAGE>
SUBSEQUENT CONTRIBUTION AGREEMENT
This SUBSEQUENT CONTRIBUTION AGREEMENT, dated as of November 5, 1999
(the "Subsequent Transfer Date"), is entered into by and between PRUDENTIAL
SECURITIES SECURED FINANCING CORPORATION, as depositor (the "Depositor"), and
the ABFS MORTGAGE LOAN TRUST 1999-3 (the "Trust").
W I T N E S S E T H:
Reference is hereby made to (x) that certain Sale and Servicing
Agreement, dated as of September 1, 1999 (the "Sale and Servicing Agreement"),
by and among the Depositor and the Trust, and (y) that certain Indenture,
dated as of September 1, 1999 (the "Indenture"), by and between the Trust and
The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee").
Pursuant to the Sale and Servicing Agreement, the Depositor has agreed to
sell, assign and transfer, and the Trust has agreed to accept, from time to
time, Subsequent Mortgage Loans (as defined below). The Sale and Servicing
Agreement provides that each such sale of Subsequent Mortgage Loans be
evidenced by the execution and delivery of a Subsequent Contribution Agreement
such as this Subsequent Contribution Agreement.
The assets sold to the Trust pursuant to this Subsequent Contribution
Agreement consist of (a) the Subsequent Mortgage Loans in Pool I and Pool II
listed in the Mortgage Loan Schedule attached hereto (including property that
secures a Subsequent Mortgage Loan that becomes an REO Property), including
the related Mortgage Files delivered or to be delivered to the Collateral
Agent, on behalf of the Indenture Trustee, including all payments of principal
received, collected or otherwise recovered after the Subsequent Cut-Off Date
for each Subsequent Mortgage Loan, all payments of interest accruing on each
Subsequent Mortgage Loan after the Subsequent Cut-Off Date therefor whenever
received and all other proceeds received in respect of such Subsequent
Mortgage Loans, (b) the Insurance Policies relating to the Subsequent Mortgage
Loans, and (c) all proceeds of the conversion, voluntary or involuntary, of
any of the foregoing into cash or other liquid assets, including, without
limitation, all insurance proceeds and condemnation awards.
The "Subsequent Mortgage Loans" are those listed on the Schedule of
Mortgage Loans attached hereto. The Aggregate Principal Balance of such
Subsequent Mortgage Loans as of the Subsequent Cut-Off Date is $51,151,992.40
in Pool I and $9,212,504.50 in Pool II.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. For the purposes of this Subsequent
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Contribution Agreement, capitalized terms used herein but not otherwise
defined shall have the respective meanings assigned to such terms in Appendix
I to the Indenture.
Section 2. Sale, Assignment and Transfer. In consideration
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of the receipt of $60,364,494.34 (such amount being approximately 100% of the
Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Trust,
the Depositor hereby sells, assigns and transfers to the Trust, without
recourse, all of its right, title and interest in, to, and under the
Subsequent Mortgage Loans and related assets described above, whether now
existing or hereafter arising.
In connection with such sale, assignment and transfer, the
Originators and the Unaffiliated Seller shall satisfy the document delivery
requirements set forth in Section 2.05 of the Sale and Servicing Agreement
with respect to each Subsequent Mortgage Loan.
Section 3. Representations and Warranties Concerning the
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Subsequent Mortgage Loans. With respect to each Subsequent Mortgage Loan, the
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Depositor hereby assigns each of the representations and warranties made by
the Originators and the Unaffiliated Seller in Section 3 of the Subsequent
Transfer Agreement, on which the Trust relies in accepting the Subsequent
Mortgage Loans. Such representations and warranties speak as of the Subsequent
Transfer Date unless otherwise indicated, and shall survive each sale,
assignment, transfer and conveyance of the respective Subsequent Mortgage
Loans to the Trust.
Section 4. Repurchase of Subsequent Mortgage Loans. Upon
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discovery by any of the Depositor, the Unaffiliated Seller, an Originator, the
Indenture Trustee, the Servicer (on behalf of the Trust), the Note Insurer or
any Noteholder of a breach of any of the representations and warranties made
by the Originators and the Unaffiliated Seller pursuant to Section 3.03 of the
Unaffiliated Seller's Agreement or this Section 3, the party discovering such
breach shall give prompt written notice to such other Person; provided, that
the Indenture Trustee shall have no duty to inquire or to investigate the
breach of any such representations and warranties. The Originators and the
Unaffiliated Seller will be obligated to repurchase a Subsequent Mortgage Loan
which breaches a representation or warranty in accordance with the provisions
of Section 4.02 of the Sale and Servicing Agreement or to indemnify as
described in Section 3.05(g) of the Unaffiliated Seller's Agreement. Such
repurchase and indemnification obligation of the Originators and the
Unaffiliated Seller shall constitute the sole remedy against the Originators
and the Unaffiliated Seller, and the Trust for such breach available to the
Servicer, the Trust, the Owner Trustee, the Indenture Trustee, the Note
Insurer and the Noteholders.
Section 5. Amendment. This Subsequent Contribution Agreement
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may be amended from time to time by the Depositor and the Trust only with the
prior written consent of the Note Insurer (or, in the event of a Note Insurer
Default, the Majority Holders).
Section 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS
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SUBSEQUENT CONTRIBUTION AGREEMENT AND ANY AMENDMENT HEREOF PURSUANT TO SECTION
5 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SUBSEQUENT CONTRIBUTION AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND
FOR ANY COUNTERCLAIM THEREIN.
Section 7. Counterparts. This Subsequent Contribution Agreement may be
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executed in counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 8. Binding Effect; Third-Party Beneficiaries. This
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Subsequent Contribution Agreement will inure to the benefit of and be binding
upon the parties hereto, the Note Insurer, the Noteholders, and their
respective successors and permitted assigns.
Section 9. Headings. The headings herein are for purposes of reference
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only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
Section 10. Exhibits. The exhibits attached hereto and referred to
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herein shall constitute a part of this Subsequent Contribution Agreement
and are incorporated into this Subsequent Contribution Agreement for all
purposes.
Section 11. Intent of the Parties; Security Agreement. The
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Depositor and the Trust intend that the conveyance of all right, title and
interest in and to the Subsequent Mortgage Loans and related assets described
above by the Depositor to the Trust pursuant to this Subsequent Contribution
Agreement shall be, and be construed as, a sale of the Subsequent Mortgage
Loans from the Depositor to the Trust. It is, further, not intended that such
conveyances be deemed to be pledges of the Subsequent Mortgage Loans by the
Depositor to the Trust to secure a debt or other obligation of the Depositor.
However, in the event that the Subsequent Mortgage Loans are held to be
property of the Depositor, or if for any reason this Subsequent Contribution
Agreement is held or deemed to create a security interest in the Subsequent
Mortgage Loans, then it is intended that: (a) this Subsequent Contribution
Agreement shall also be deemed to be a security agreement within the meaning
of Articles 8 and 9 of the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in this Subsequent Contribution
Agreement shall be deemed to be a grant by the Depositor to the Trust of a
security interest in all of the Depositor's right, title and interest, whether
now owned or hereafter acquired, in and to the Subsequent Mortgage Loans and
related assets described above. The Depositor shall, to the extent consistent
with this Subsequent Contribution Agreement, take such reasonable actions as
may be necessary to ensure that, if this Subsequent Contribution Agreement
were deemed to create a security interest in the Subsequent Mortgage Loans and
the other property described above, such interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Subsequent Contribution
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Depositor and the Trust have caused this
Subsequent Contribution Agreement to be duly executed by their respective
officers as of the day and year first above written.
ABFS MORTGAGE LOAN TRUST 1999-3
By: FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION, not in its
individual capacity, but solely as
Owner Trustee
By: /s/ Edward L. Truitt, Jr.
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Name: Edward L. Truitt, Jr.
Title: Vice President
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ Evan J. Mitchell
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Name: Evan J. Mitchell
Title:
