FREMONT FUNDING INC
8-K, 2000-02-02
ASSET-BACKED SECURITIES
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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


                                January 18, 2000
                       -----------------------------------
                                 Date of Report
                        (Date of earliest event reported)


                       Fremont Funding Inc., as Transferor
                    Fremont Small Business Loan Master Trust


          $135,000,000 Variable Rate Asset Back Certificates, Series C
    $100,000,000 Variable Rate Asset Backed Certificates, Series D - Class A
    ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    33-73508
                            ------------------------
                            (Commission File Number)


           Delaware                                     95-4398057
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                           2020 Santa Monica Boulevard
                                    Suite 500
                           Santa Monica, CA 90404-2023
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                 (310) 315-5500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

================================================================================
<PAGE>
     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  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 C Supplement"),  the Series D Supplement  dated as
of April 1, 1997 (the  "Series  D  Supplement")  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"),  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.

ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

     Not applicable.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     Not applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

     Not applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     Not applicable.

ITEM 5. OTHER EVENTS.

     Matter reportable under Item 1, 2, 4 or 5 of Part II of Form 10-Q:

     ITEM 1.  LEGAL PROCEEDINGS:  None.

     ITEM 2.  CHANGES IN SECURITIES:  None.

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

              In connection with the acquisition of all of the capital stock of
              Fremont Financial Corporation  ("Fremont") the Servicer and owner
              of all of the capital stock of the Registrant,  by FINOVA Capital
              Corporation  on or about  December  19,  1999,  the  directors of
              Transferor who were formerly  affiliated  with Fremont  resigned.
              The shareholder  Transferor elected the following  individuals to
              the Board of Directors on January 21, 2000:

              Name                       Principal Occupation
              ----                       --------------------
              Samuel L. Eichenfield      Chairman, President and Chief Executive
                                         Officer of The FINOVA Group Inc.
              Matthew M. Breyne          President and Chief Operating Officer
                                         of FINOVA Capital Corporation
              John J. Bonano             Executive Vice President of FINOVA
                                         Capital Corporation
              Meilee Smythe              Senior Vice President - Treasurer of
                                         The FINOVA Group Inc. and FINOVA
                                         Capital Corporation
              Thomas W. Hayes            President of Metropolitan West
                                         Financial, Inc.
              James L. Hesburgh          President of James L. Hesburgh
                                         International, Inc.
              Charles F. Smith           President of Charles F. Smith & Co.


     ITEM 5.  OTHER INFORMATION: None.

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.

     Not applicable. However, see response to Item 5 above.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of Business Acquired.

          Not applicable.

     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits.

          Exhibit No.    Description
          -----------    -----------
             99.1        Payment Date Statement dated January 18, 2000

ITEM 8. CHANGE IN FISCAL YEAR.

     Not applicable.
<PAGE>
     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 thereunto duly authorized.


                                       FREMONT FUNDING INC.

                                       By:    /s/ Bruno A. Marszowski
                                              ---------------------------------
                                       Name:  Bruno A. Marszowski
                                       Title: Senior Vice President - Controller
                                              and Chief Financial Officer

Date:  February 2, 2000
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.   Description
- -----------   -----------

  99.1        Payment Date Statement dated January 18, 2000

FREMONT SMALL BUSINESS LOAN MASTER TRUST
FREMONT FINANCIAL CORPORATION - AS SERVICER
PAYMENT DATE STATEMENT

<TABLE>
<CAPTION>
<S>                                                                    <C>                <C>
SETTLEMENT PERIOD:     DEC-99     PAYMENT DATE: 1/18/00
AS OF THE RECORD DATE:
Series C Invested Amount                                               $   135,000,000
Series C Pool Factor                                                      1.0000000000
Series D (Class A and B) Invested Amount                               $   109,260,000
Series D (Class A and B) Pool Factor                                      1.0000000000
Subordinated Series 1995-1 Invested Amount                             $    30,000,000
Subordinated Series 1995-1 Pool Factor                                    1.0000000000
Variable Funding Certificate (VFC) Invested Amount                     $    48,000,000

                                                                                          Per $1,000
FOR THE SETTLEMENT PERIOD:                                                                ----------
Gross Collections for the Settlement Period                            $   307,478,076     $954.13
Defaulted Amount for the Settlement Period                                    (836,000)      (2.59)
Recoveries for the Settlement Period                                            17,523        0.05

CERTIFICATE/FEE DISTRIBUTION ON: 1/18/00
    Interest on the Series C Certificates                              $    867,318.75     $  2.69
    Interest on the Series D - Class A Certificates                         632,069.44        1.96
    Interest on the Subordinated Series 1995-1 Certificates                 210,020.83        0.65
    Interest on the Series D - Class B Certificates                          63,077.32        0.20
    Principal of the Series C Certificates                                          --          --
    Principal of the Series D - Class A Certificates                                --          --
    Principal on the Subordinated Series 1995-1 Certificates                        --          --
    Principal of the Series D - Class B Certificates                                --          --
    Servicing Fee                                                           651,537.19        2.02
                                                                       ---------------     -------
        Total of distributions                                         $  2,424,023.53     $  7.52
                                                                       ===============     =======

VFC ACTIVITY FOR THE NOVEMBER 1999 SETTLEMENT PERIOD:
    Beginning principal of the Variable Funding Certificate            $ 60,000,000.00
    Principal from the Variable Funding Certificateholder                12,000,000.00
    Principal to the Variable Funding Certificateholder                 (24,000,000.00)
                                                                       ---------------
    Ending principal of the Variable Funding Certificate               $ 48,000,000.00
                                                                       ===============
    Interest for the Settlement Period for the VFC                     $    250,144.46     $  0.78
    Liquidity Fees for the Settlement Period for the VFC                     18,884.75        0.06
                                                                       ---------------     -------
    Total VFC Interest and Liquidity Fees for the Settlement Period    $    269,029.21     $  0.84
                                                                       ===============     =======
AS OF THE END OF THE DECEMBER 1999 SETTLEMENT PERIOD:
Subordinated Amounts:
    Series C Certificates                                              $ 31,666,667
    Series D - Class A Certificates                                    $ 23,456,790
    Variable Funding Certificate (VFC)                                 $ 11,259,259
Aggregate Subordinated Transferor Amount                               $ 41,875,593
Cash Collateral Account balance                                        $         --
Collection Account balance                                             $  2,770,000
Excess Funding Account balance                                         $  3,300,000
</TABLE>

- -    Amounts  per $1,000  are in  relation  to the  aggregated  Invested  Amount
     (Series C and D, the VFC and  Subordinated  Series 1995-1) as of the Record
     Date.
- -    Interest is for the Interest Accrual Period ending January 17th.
- -    The  Series C  Certificate  Rate was  6.80250%  for this  Interest  Accrual
     Period.
- -    The Series D - Class A  Certificate  Rate was  6.69250%  for this  Interest
     Accrual Period.
- -    The  Subordinated  Series  1995-1  Certificate  Rate was  7.41250% for this
     Interest Accrual Period.
- -    The Series D - Class B  Certificate  Rate was  7.21250%  for this  Interest
     Accrual Period.


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