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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999, and through March 16, 2000
Commission File Number 33-73508
FREMONT FUNDING INC.
(Originator of the Trust described herein)
FREMONT SMALL BUSINESS LOAN MASTER TRUST
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4398057
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2020 Santa Monica Boulevard, Suite 500
Santa Monica, CA 90404-2023
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 310 315-5500
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 filed 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 is
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ]No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Registration 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 of this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as a specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405.) Not applicable.
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PART I
This report is filed on behalf of the Fremont Small Business Loan
Master Trust (the "Trust") established pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of April 1, 1997, as amended by
Amendment No. 1 dated as of November 23, 1998 and as supplemented by the Series
1995-1 Supplement dated as of March 1, 1995, the Series C Supplement dated as of
February 1, 1996, the Series D Supplement dated as of April 1, 1997, and the
Amended and Restated Variable Funding Supplement dated as of November 30, 1995
(together, the "Pooling and Servicing Agreement") by and among Fremont Funding
Inc., as transferor ("Fremont Funding"), FINOVA Capital Corporation ("FINOVA")
as successor by way of merger to Fremont Financial Corporation, as servicer
("Fremont Financial"), and LaSalle National Bank, as trustee (the "Trustee").
All defined terms used herein and not otherwise defined shall have the meaning
set forth in the Pooling and Servicing Agreement.
The Trust has issued its $135,000,000 Variable Rate Asset Backed
Certificates, Series C (the "Series C Certificates"), $100,000,000 Variable Rate
Asset Backed Certificates, Series D, Class A (the "Series D Class A
Certificates") and $9,260,000 Variable Rate Asset Backed Certificates, Series D,
Class B (the "Series D Class B Certificates"). The Trust has also issued a
Variable Funding Certificate (the "Variable Funding Certificate"), the amount of
which fluctuates, and in 1995 issued its $30,000,000 Subordinated Variable Rate
Asset Backed Certificates Series 1995-1 (the "Series 1995-1 Certificates"). In
March 1993 the Trust issued its $200,000,000 Variable Rate Asset Backed
Certificates, Series A which were repurchased on February 15, 1996. In November
1993, the Trust issued its $100,000,000 Variable Rate Asset Backed Certificates,
Series B which were repurchased on April 15, 1997. The Series C Certificates,
Series D Class A Certificates, Series D Class B Certificates, Series 1995-1
Certificates and the Variable Funding Certificate represent fractional undivided
interests in the Trust and are referred to collectively herein as the
"Certificates."
ITEM 1. BUSINESS.
Not applicable.
ITEM 2. PROPERTIES.
The Trust has no material physical properties. The assets of the Trust
include the following: (i) rights to repayment of loan advances (such rights,
the "Advances") generated from time to time in portfolios of revolving
commercial finance loans ("Contracts") and all monies due or to become due in
payment of the Advances; (ii) the rights, but not the obligations, under each of
the related Contracts; (iii) all liens, security interests and collateral for
the Advances (including, but not limited to, any guarantees, agreements,
documents and filings related thereto); and (iv) all proceeds of the foregoing.
ITEM 3. LEGAL PROCEEDINGS.
The Registrant knows of no material pending legal proceedings with
respect to and involving the property of the Trust, the Trustee, any custodian,
Fremont Funding, the Transferor or FINOVA, the Servicer.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the holders of the Certificates
during 1999. Subsequent to year-end, the holders of the Certificates approved an
amendment to the Trust agreement that permitted FINOVA to redeem or retire the
debt in the Trust and terminate its activities during the first half of 2000.
The amendment was consented to by the holders of $74 million of Series D Class A
Certificates, which constituted 74% of the Series D Class A Certificates
outstanding and by the holder of a $9.26 million Series D Class B Certificate,
which constituted 100% of the Series D Class B Certificates outstanding. As of
March 16, 2000 no Certificates of the Trust were outstanding and all activities
of the Trust were terminated.
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PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY &
RELATED SHAREOWNER MATTERS.
To the best of the Registrant's knowledge, there is no established
public trading market for the Certificates.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTAL DATA.
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING & FINANCIAL
DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS & EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT.
The Certificates are represented by several certificates registered in
the name of Cede & Co., the nominee of the Depository Trust Company ("DTC"), and
a person acquiring an interest in a Certificate will not be entitled to receive
a certificate representing such person's interest unless and until the
Certificates are issued in fully registered, certificated form. Accordingly,
until such time, Cede & Co, or DTC will be the holder of record of the
Certificates, and all actions taken by, and all distributions, notice and other
communications to, persons holding interests in the Certificates will be taken
or made by DTC upon instructions from or for participants in the DTC system, who
may hold interests in the Certificates directly or for benefit of others.
Participants with which investors have accounts with respect to the Certificates
are required to make book entry transfers corresponding to transfers recorded by
DTC and receive and transmit payments and communications on behalf of such
investors.
ITEM 13. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
See section (c) of this Item 14 below.
(b) Current reports on Form 8-K:
The Trust files a current report on Form 8-K each month with the
relevant Payment Date Statement attached.
(c) Exhibits:
Exhibit No. Description
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1.1+ Underwriting Agreement, dated February 8, 1996, among
Fremont Funding, Fremont Financial and Goldman, Sachs & Co.
(the "Underwriter").
1.2+ Underwriting Agreement, dated February 8, 1996, among
Fremont Funding, Fremont Financial and Goldman, Sachs & Co.
(the "Underwriter").
1.3+ Indemnity Agreement, dated February 8, 1996, between Fremont
General Corporation and the Underwriter.
1.4++ Pricing Agreement, dated April 3, 1997, among Fremont
Funding, Fremont Financial and the Underwriter.
1.5++ Indemnity Agreement dated April 3, 1997 between Fremont
General and the Underwriter.
4.1* Series 1995-1 Supplement, dated as of March 1, 1995, among
Fremont Funding, Fremont Financial and the Trustee.
4.2** Amended and Restated Variable Funding Supplement, dated as
of November 30, 1995, among Fremont Funding, Fremont
Financial and the Trustee.
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4.3+ Series C Supplement, dated as of February 1, 1996, among
Fremont Funding, Fremont Financial and the Trustee.
4.4++ Amended and Restated Pooling and Servicing Agreement, dated
as of April 1, 1997, among Fremont Funding, Fremont
Financial and the Trustee.
4.5++ Series D Supplement, dated as of April 1, 1997, among
Fremont Funding, Fremont Financial and the Trustee.
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* Previously filed with Post-Effective Amendment No. 1 to Form S-3,
Registration No. 33-73508, as filed with the Securities and Exchange
Commission on October 23, 1995.
** Previously filed with Post-Effective Amendment No. 2 to Form S-3,
Registration No. 33-73508, as filed with the Securities and Exchange
Commission on January 24, 1996.
+ Incorporated by reference to Registrant's Current Report on Form 8-K filed
on February 26, 1996.
++ Incorporated by reference to Registrant's Current Report on Form 8-K filed
on April 22, 1997.
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SIGNATURES
Pursuant to the requirements of Section 13 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.
FREMONT SMALL BUSINESS LOAN MASTER TRUST
By: Fremont Funding Inc.,
Originator of the Trust
Date: March 29, 2000 By: /s/ Bruno A. Marszowski
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Bruno A. Marszowski
Senior Vice President - Controller
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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1.1+ Underwriting Agreement, dated February 8, 1996, among
Fremont Funding, Fremont Financial and Goldman, Sachs &
Co. (the "Underwriter").
1.2+ Underwriting Agreement, dated February 8, 1996, among
Fremont Funding, Fremont Financial and Goldman, Sachs &
Co. (the "Underwriter").
1.3+ Indemnity Agreement, dated February 8, 1996, between
Fremont General Corporation and the Underwriter.
1.4++ Pricing Agreement, dated April 3, 1997, among Fremont
Funding, Fremont Financial and the Underwriter.
1.5++ Indemnity Agreement dated April 3, 1997 between Fremont
General and the Underwriter.
4.1* Series 1995-1 Supplement, dated as of March 1, 1995,
among Fremont Funding, Fremont Financial and the
Trustee.
4.2** Amended and Restated Variable Funding Supplement, dated
as of November 30, 1995, among Fremont Funding, Fremont
Financial and the Trustee.
4.3+ Series C Supplement, dated as of February 1, 1996,
among Fremont Funding, Fremont Financial and the
Trustee.
4.4++ Amended and Restated Pooling and Servicing Agreement,
dated as of April 1, 1997, among Fremont Funding,
Fremont Financial and the Trustee.
4.5++ Series D Supplement, dated as of April 1, 1997, among
Fremont Funding, Fremont Financial and the Trustee.
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* Previously filed with Post-Effective Amendment No. 1 to Form S-3,
Registration No. 33-73508, as filed with the Securities and Exchange
Commission on October 23, 1995.
** Previously filed with Post-Effective Amendment No. 2 to Form S-3,
Registration No. 33-73508, as filed with the Securities and Exchange
Commission on January 24, 1996.
+ Incorporated by reference to Registrant's Current Report on Form 8-K filed
on February 26, 1996.
++ Incorporated by reference to Registrant's Current Report on Form 8-K filed
on April 22, 1997.
