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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
OR
[ ]
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-56869
FRANKLIN RECEIVABLES LLC
FRANKLIN AUTO TRUST 1998-1
(Exact name of Registrant as specified in its charter)
Delaware 94-3301790
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47 West 200 South, Suite 500
Salt Lake City, Utah 84101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code (801) 238-6700 Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Asset Backed Notes None
Securities registered pursuant to Section 12(g) of the Act:
Asset Backed Notes
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or 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 at least 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. [__]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant:
N/A
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the Registrant's Current Report on Form 8-K filed on
November 16, 1998.
PART I
Item 1. Business
On September 29, 1998, Franklin Receivables LLC transferred $131,394,000
of Prime, Non-Prime and Sub-Prime motor vehicle retail installment sale
contracts (the "Receivables"), to Franklin Auto Trust 1998-1 (the "Trust").
The Trust transferred the Receivables to The Chase Manhattan Bank, as
indenture trustee ("Indenture Trustee"), who in turn issued Class A-1 5.5%
Asset Backed Notes in the aggregate original principal amount of
$109,000,000 due January 15, 2002 and Class A-2 5.65% Asset Backed Notes in
the aggregate original principal amount of $22,394,000 due January 15, 2002
(collectively, the "Asset Backed Notes").
Item 2. Properties
See Item 1 Above.
Item 3. Pending Legal Proceedings
There are no material pending legal proceedings to which the Registrant is
a party, or of which any of its property is the subject; nor are any such
proceedings known to be contemplated by any governmental authorities.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year covered by this report, no
matter was submitted to a vote of security holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
There were three holders of record of Asset Backed Notes as of the end of
the Registrant's fiscal year. To Registrant's knowledge, there is no active
market for such securities.
Item 6. Selected Financial Highlights
N/A
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
N/A
Item 7A. Quantitative and Qualitative and Disclosures about Market Risk
N/A
Item 8. Financial Statements and Supplementary Data
Exhibit 19(a) to Registrant's Current Report on Form 8-K filed on November
16, 1998 containing the Franklin Auto Trust 1998-1 Monthly Servicing Report
for the Collection Period ending September 30, 1998 is hereby incorporated
by this reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
None.
Item 11. Executive Compensation
N/A
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following persons hold in excess of 5% of the aggregate outstanding Asset
Backed Notes as of September 29, 1998:
NAME AMOUNT PERCENTAGE
---- ------ ----------
Western Asset Management Company $75,000,000 Class A-1 57%
CDC Investment Management $34,000,000 Class A-1 26%
Hancock Asset Management $22,394,000 Class A-2 17%
The addresses of the holders are: Western Asset Management Company, 117 E.
Colorado Blvd., 6th Floor, Pasadena, California 91105-1938; CDC Investment
Management, 9 West 57th Street, 36th Floor, New York, New York 10019; Hancock
Asset Management, 200 Clarendon, 57th Floor, Boston, Massachusetts 02117.
Item 13. Certain Relationships and Related Transactions
N/A
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Please see the index in Item 8 for a list of the financial
statements filed as part of this report.
(2) Please see the index in Item 8 for a list of the financial
statement schedules filed as part of this report.
(b)(1) Current Report on Form 8-K: None.
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 thereunto duly authorized on the date indicated.
FRANKLIN RECEIVABLES LLC
(Registrant)
By: Franklin Capital Corp.,
its Managing Member
Date: December 29, 1998 /s/ Jennifer J. Bolt
JENNIFER J. BOLT
President