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.
Item 2. Properties See Item 1 Above.
Item 3.
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.
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.
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.
Item 6. Selected Financial Highlights
N/A
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
N/A
Item 7A.
Item 7A. Quantitative and Qualitative and Disclosures about Market Risk
N/A
Item 8.
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.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
None.
Item 11.
Item 11. Executive Compensation
N/A
Item 12.
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.
Item 13. Certain Relationships and Related Transactions N/A
PART IV
Item 14.
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