SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File Number______333-52021______
Prudential Securities Secured Financing Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3526694
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
One New York Plaza
New York, New York 10292
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code_______(212) 778-1000_________
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant: (1) has filed all reports
required to be files by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days. Yes_X_ No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
DOCUMENTS INCORPORATED BY REFERENCE.
No documents have been incorporated by reference in this Form 10-K.
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TABLE OF CONTENTS
Page
PART I.......................................................................1
Item 1. Business......................................................1
Item 2. Properties....................................................1
Item 3. Legal Proceedings.............................................1
Item 4. Submission of Matters to a Vote of Security Holders...........1
PART II......................................................................1
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters.............................1
Item 6. Selected Financial Data.......................................2
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............2
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk........................................................2
Item 8. Financial Statements and Supplementary Data...................2
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.........................2
PART III.....................................................................2
Item 10. Directors and Executive Officers of the Registrants..........2
Item 11. Executive Compensation.......................................2
Item 12. Security Ownership of Certain Beneficial Owners
and Management.............................................2
Item 13. Certain Relationships and Related Transactions...............2
PART IV......................................................................2
Item 14.Exhibits, Financial Statement Schedules, and
Reports on Form 8-K..................................................2
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In no-action letters issued to a variety of issuers of asset-backed or
pass-through certificates representing ownership interests in, or of
asset-backed notes issued by, trusts established by financial institutions,
whose principal assets are receivables generated under motor vehicle retail
installment sales contracts owned by such institutions and transferred to such
trusts, the Division of Corporation Finance has stated that it would not raise
any objection if the servicer of the trust, on behalf of the trust, files its
Annual Report on Form 10-K in accordance with a specified format. See e.g., Bay
View Auto Trusts (January 15, 1998); Nissan Auto Receivables 1995-A Grantor
Trust (June 28, 1996); CIT Group Securitization Corp. II (January 25, 1996); AFG
Receivables Trust 1995-A (May 29, 1996); Old Kent Auto Receivables Trust 1995-A
(April 11, 1996); Mercedes-Benz Credit Corp., (January 6, 1995); CIT Group
Securitization Corp. (April 15, 1994); Western Financial Savings Bank, F.S.B.
(January 7, 1994); Toyota Motor Credit Corp. (November 11, 1993); Hyundai Motor
Finance Co. (August 20, 1993); World Omni Financial Corp. (March 24, 1993);
American Honda Receivables Corp. (March 12, 1993); and Volvo Auto Receivables
Grantor Trust 1992-B (January 28, 1993).
The Flagship Auto Receivables Owner Trust 1999-2 (the "Trust") was formed
pursuant to the a Trust Agreement, dated as of November 8, 1999 (the
"Agreement"), between Prudential Securities Secured Financing Corporation
("PSSFC") and First Union National Bank, as Owner Trustee. The assets of the
Trust include, among other things, receivables consisting of motor vehicle
installment contracts ("Receivables") secured by motor vehicles, rights to
receive certain principal and interest payments with respect to such
Receivables, security interests in the motor vehicles financed thereby and the
proceeds thereof. On November 24, 1999, the Trust issued $117,000,000 6.420%
Class A-1 Asset-Backed Notes, $60,000,000 6.705% Class A-2 Asset-Backed Notes,
$43,000,000 6.835% Class A-3 Asset-Backed Notes and $30,000,000 6.900% Class A-4
Asset-Backed Notes (the "Notes").
This Annual Report on Form 10-K has been filed in substantially the form
that the Division of Corporate Finance, in the no-action letters referred to
above, has stated that it would not object to.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
The assets of the Trust include, among other things, receivables consisting
of simple interest motor vehicle installment contracts secured by a motor
vehicle, rights to receive certain principal and interest payments with respect
to such Receivables, security interests in the motor vehicles financed thereby,
and the proceeds thereof.
Item 3. Legal Proceedings.
None with respect to the Notes or the Trust.
Item 4. Submission of Matters to a Vote of Security Holders.
None with respect to the Notes or the Trust.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
To the best knowledge of Prudential Securities Secured Financing
Corporation and the Trust, there is no established public trading market for the
Notes.
One certificate representing a fractional undivided interest in the Trust
(the "Certificate") was issued to Flagship Auto Loan Funding LLC 1999-II. All of
the Notes are registered in the name of Cede & Co., as the nominee of The
Depository Trust Company ("DTC").
The Trust does not pay dividends on the Notes.
Item 6. Selected Financial Data.
1
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Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrants.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Flagship Auto Loan Funding LLC 1999-II holds 100% of the
Certificate.
Item 13. Certain Relationships and Related Transactions.
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Listed below are the documents filed as part of this report:
None.
(b) Reports on Form 8-K:
With respect to the last quarter of 1999, the following Form 8-K's
were filed with the Commission:
Date Items Listed
January Servicer's Certificate, dated as of December 20, 1999.
4, 2000
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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.
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
(Registrant)
Dated: March 23, 2000 By: /S/ EVAN J. MITNICK
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Name: Evan J. Mitnick
Title: Vice President
