ITEM 1. BUSINESS.
Not applicable.
ITEM 2.
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.
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.
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.
PART II
ITEM 5.
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.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTAL DATA.
Not applicable.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING & FINANCIAL DISCLOSURE.
None. PART III
ITEM 10.
ITEM 10. DIRECTORS & EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12.
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.
ITEM 13. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14.
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 ----------- -----------
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.
- ---------- * 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.
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 ------------------------------------ Bruno A. Marszowski Senior Vice President - Controller and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description - ----------- -----------
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.
- --------
* 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.