ITEM 1. BUSINESS
The Franklin Auto Trust 2000-1 (the "2000-1 Trust") is a Delaware statutory trust formed pursuant to the trust agreement (the "2000-1 Agreement") between Franklin Receivables LLC, as Seller, Bankers Trust, as Owner Trustee. On March 28, 2000, Franklin Receivables LLC transferred $123,002,883 of Prime, Non-Prime and Sub-Prime motor vehicle retail installment sale contracts (the "2000-1 Receivables") to the 2000-1 Trust. The 2000-1 Trust pledged the 2000-1 Receivables to The Chase Manhattan Bank, as indenture trustee (the "2000-1 Indenture Trustee"), who in turn issued asset backed notes (the "2000-1 Asset Backed Notes"), subsequently transferred to The Bank of New York.
The Franklin Auto Trust 2001-1 (the "2001-1 Trust") is a Delaware statutory trust formed pursuant to the trust agreement (the "2001-1 Agreement") between Franklin Receivables LLC, as Seller, Bankers Trust, as Owner Trustee. On January 25, 2001, Franklin Receivables LLC transferred $139,087,054 of Prime, Non-Prime and Sub-Prime motor vehicle retail installment sale contracts (the "2001-1 Receivables") to the 2001-1 Trust. The 2001-1 Trust pledged the 2001-1 Receivables to The Chase Manhattan Bank, as indenture trustee (the "2001-1 Indenture Trustee"), who in turn issued asset backed notes (the "2001-1 Asset Backed Notes"), subsequently transferred to The Bank of New York.
The Franklin Auto Trust 2001-2 (the "2001-2 Trust") is a Delaware statutory trust formed pursuant to the trust agreement (the "2001-2 Agreement") between Franklin Receivables LLC, as Seller, and Bankers Trust, as Owner Trustee. On December 13, 2001, Franklin Receivables LLC transferred $300,000,000 of Prime, Non-Prime and Sub-Prime motor vehicle retail installment sale contracts (the "2001-2 Receivables") to the 2001-2 Trust. The 2001-2 Trust pledged the 2001-2 Receivables to The Bank of New York, as indenture trustee (the "2001-2 Indenture Trustee"), who in turn issued asset backed notes (the "2001-2 Asset Backed Notes").
The Franklin Auto Trust 2002-1 (the "2002-1 Trust") is a Delaware statutory trust formed pursuant to the trust agreement (the "2002-1 Agreement") between Franklin Receivables LLC, as Seller, and Deutsche Bank Trust Company Delaware, as Owner Trustee. On June 13, 2002, Franklin Receivables LLC transferred $235,000,000 of Prime, Non-Prime and Sub-Prime motor vehicle retail installment sale contracts (the "2002-1 Receivables") to the 2002-1 Trust. The 2002-1 Trust pledged the 2002-1 Receivables to The Bank of New York, as indenture trustee (the "2002-1 Indenture Trustee"), who in turn issued asset backed notes (the "2002-1 Asset Backed Notes").
ITEM 2.
ITEM 2. PROPERTIES
See Item 1 Above.
ITEM 3.
ITEM 3. 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.
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ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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
For the 2000-1 Trust, the 2000-1 Class A-1 Asset Backed Notes have been previously paid off. There were seven holders of record of the 2000-1 Class A-2 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.
For the 2001-1 Trust, the 2001-1 Class A-1 Asset Backed Notes holders have been previously paid off. There were two holders of record of the 2001-1 Class A-2 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.
For the 2001-2 Trust, the 2001-2 Class A-1 and Class A-2 Asset Backed Notes holders have been previously paid off. There were five holders of record of the 2001-2 Class A-3 Asset Backed Notes, and four holders of record of 2001-2 Class A-4 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.
For the 2002-1 Trust, the 2002-1 Class A-1 and Class A-2 Asset Backed Notes holders have been previously paid off. There were seven holders of record of the 2002-1 Class A-3 Asset Backed Notes, and six holders of record of 2002-1 Class A-4 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 OPERATIONS
N/A
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
N/A
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ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There is nothing to report with regard to this item.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
N/A
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
None.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
None.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following persons hold in excess of 5% of the aggregate outstanding 2000-1 Asset Backed Notes as of September 30, 2003:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE -------------- BENEFICIAL OWNERS ------ ---------- -----------------
CLASS A-2 BOSTON SAFE DEPOSIT AND 7,485,813.99 48.08% - --------- TRUST COMPANY Mellon Trust Pittsburgh, PA 15259
DEUTSCHE BANK TRUST 5,631,584.49 36.17% COMPANY AMERICAS 648 Grassmere Park Road Nashville, TN 37211
STATE STREET BANK AND 1,291,799.76 8.30% TRUST COMPANY 1776 Heritage Dr. Global Corporate Action Unit Lab 5NW No. Quincy, MA 02171
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The following persons hold in excess of 5% of the aggregate outstanding 2001-1 Asset Backed Notes as of September 30, 2003:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE -------------- BENEFICIAL OWNERS ------ ---------- -----------------
CLASS A-2 DEUTSCHE BANK TRUST 28,305,380.74 90.40% - --------- COMPANY AMERICAS 648 Grassmere Park Road Nashville, TN 37211 John Lasher 615-835-3419
HSBC BANK USA OMNIBUS 3,006,030.11 9.60% 140 Broadway Level A New York, NY 10013 Linda NG 212-658-1228
The following persons hold in excess of 5% of the aggregate outstanding 2001-2 Asset Backed Notes as of September 30, 2003:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE -------------- BENEFICIAL OWNERS ------ ---------- ----------------- CLASS A-3 - --------- BOSTON SAFE DEPOSIT AND 11,993,373.33 26.37% TRUST COMPANY Mellon Trust Pittsburgh, PA 15259 Melissa Tarasovicce 412-234-2475
MORGAN STANLEY & CO. 4,997,238.89 10.99% INCORPORATED One Peirrepont Plaza 7th Floor Colleen Corr 718-754-5266
DEUTSCHE BANK TRUST 18,489,783.89 40.66% COMPANY AMERICAS 648 Grassmere Park Road Nashville, TN 37211 John Lasher 615-835-3419
JPMORGAN CHASE BANK 2,998,343.33 6.59% Proxy/Class Actions/Bankruptcy Dallas, TX 75254 Paula Dabner 489-477-0081
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STATE STREET BANK AND 6,996,134.44 15.38% TRUST COMPANY 1776 Heritage Dr. Global Corporate Action Unit Lab 5NW No. Quincy, MA 02171 Joseph Callahan 617-985-6453
CLASS A-4 - --------- CREDIT SUISSE FIRST BOSTON 7,000,000 8.81% LLC
C/O ADP Proxy Services 631-254-7400
DEUTSCHE BANK TRUST 67,500,000 84.91% COMPANY AMERICAS 648 Grassmere Park Road Nashville, TN 37211 John Lasher 615-835-3419
STATE STREET BANK AND 4,750,000 5.97% TRUST COMPANY 1776 Heritage Dr. Global Corporate Action Unit Lab 5NW No. Quincy, MA 02171 Joseph Callahan 617-985-6453
The following persons hold in excess of 5% of the aggregate outstanding 2002-1 Asset Backed Notes as of September 30, 2003:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE -------------- BENEFICIAL OWNERS ------ ---------- ----------------- CLASS A-3 - --------- THE BANK OF NEW YORK 29,430,324.32 46.92% One Wall Street New York, NY 10286 Cecile Lamarco 201-319-3066
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MORGAN STANLEY & CO 15,438,858.66 24.62% INCORPORATED One Pierrepont Plaza, 7th Floor Brooklyn, NY 11201 Victor Reich 718-754-4019
STATE STREET BANK AND 13,026,537.00 20.77% TRUST COMPANY 1776 Heritage Dr. Global Corporate Action Unit Jab 5NW No. Quincy, MA 02171 Joseph Callahan 617-985-6453
CLASS A-4 - --------- DEUTSCHE BANK TRUST 25,000,000 33.78% COMPANY AMERICAS 648 Grassmere Park Road Nashville, TN 37211 John Lasher 615-835-3419
HSBC BANK USA OMNIBUS 7,000,000 9.46% 140 Broadway Level A New York, NY 10013 Linda NG 212-658-1228
JPMORGAN CHASE BANK 20,750,000 28.04% Proxy/Class Actions/Bankruptcy Dallas, TX 75254 Paula Dabner 489-477-0081
STATE STREET BANK AND 9,350,000 12.64% TRUST COMPANY 1776 Heritage Dr. Global Corporate Action Unit Lab 5NW No. Quincy, MA 02171 Joseph Callahan 617-985-6453
FIFTH THIRD BANK 10,000,000 13.51% 38 Fountain Square Plaza, Mail Drop 1090F1 Cincinnati, OH 45263 Lance Wells 513-744-8637
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ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
N/A
PART IV
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
N/A
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Exhibits: See Index to Exhibits on Pages 12 to 14.
(a)(2) N/A
(a)(3) See (a)(1) above.
(b)(1) Form 8-K filed on October 25, 2002 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended September 30, 2002.
(b)(2) Form 8-K filed on November 25, 2002 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended October 31, 2002.
(b)(3) Form 8-K filed on December 26, 2002 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended November 30, 2002.
(b)(4) Form 8-K filed on January 27, 2003 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended December 31,2002.
(b)(5) Form 8-K filed on February 26, 2003 filing under Item 5 "Other Events" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended January 31, 2003.
(b)(6) Form 8-K filed on March 27, 2003 filing under Item 5 "Other Events" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended February 28, 2003.
(b)(7) Form 8-K filed on April 28, 2003 filing under Item 5 "Other Events and Regulation FD Disclosure" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended March 31, 2003.
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(b)(8) Form 8-K filed on May 29, 2003 filing under Item 5 "Other Events and Regulation FD Disclosure" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended April 30, 2003.
(b)(9) Form 8-K filed on June 24, 2003 filing under Item 5 "Other Events and Regulation FD Disclosure" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended May 31, 2003.
(b)(10) Form 8-K filed on July 24, 2003 filing under Item 5 "Other Events and Regulation FD Disclosure" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended June 30, 2003.
(b)(11) Form 8-K filed on August 29, 2003 filing under Item 5 "Other Events and Regulation FD Disclosure" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended July 31, 2003.
(b)(12) Form 8-K filed on September 22, 2003 filing under Item 5 "Other Events and Regulation FD Disclosure" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended August 31, 2003.
(b)(13) Form 8-K filed on October 27, 2003 filing under Item 5 "Other Events and Regulation FD Disclosure" and Item. 7 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended September 30, 2003.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Corporation its Managing Member
Date: December 5, 2003 /S/ HAROLD E. MILLER, JR. --------------------------------------------- HAROLD E. MILLER, JR. President (Principal Executive Officer)
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EXHIBIT INDEX
EXHIBITS FOR FRANKLIN AUTO TRUST 2000-1 - ---------------------------------------
4.1 Amended and Restated Trust Agreement between Franklin Receivables LLC and Bankers Trust, Owner Trustee, dated as of March 1, 2000, incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K, filed on April 10, 2000.
4.2 Indenture between Franklin Auto Trust 2000-1, as Issuer, and The Chase Manhattan Bank, as Trustee and Indenture Collateral Agent, dated as of March 1, 2000, incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K, filed on April 10, 2000.
10.1 Sale and Servicing Agreement among Franklin Auto Trust 2000-1, Issuer, Franklin Receivables LLC, Seller, Franklin Capital Corporation, Servicer, and Franklin Resources, Inc., Representative, dated as of March 1, 2000, incorporated by reference to Exhibit 4.3 to Registrant's Form 8-K, filed on April 10, 2000.
10.2 Purchase Agreement between Franklin Receivables LLC and Franklin Capital Corporation dated as of March 1, 2000, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K, filed on April 10, 2000.
19.1 Prospectus dated March 14, 2000 and Prospectus Supplement dated March 17, 2000 related to the issuance of the Class A-1 and A-2 notes, incorporated by reference to Registrant's Form 424(b)(5), filed on March 23, 2000.
31.1 Certification
99.1 Report of Independent Accountants on Compliance with Specified Retail Receivable Servicing Standards and Related Exhibits.
99.2 Annual Statement as to Compliance.
EXHIBITS FOR FRANKLIN AUTO TRUST 2001-1 - ---------------------------------------
4.3 Amended and Restated Trust Agreement between Franklin Receivables LLC and Bankers Trust, Owner Trustee, dated as of January 1, 2001 incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K, filed on January 26, 2001.
4.4 Indenture between Franklin Auto Trust 2001-1, as Issuer, and The Chase Manhattan Bank, as Trustee and Indenture Collateral Agent, dated as of January 1, 2001 incorporated by reference to Exhibit 4.2 to the Registrant's Form 8-K, filed on January 26, 2001.
10.3 Sale and Servicing Agreement among Franklin Auto Trust 2001-1, Issuer, Franklin Receivables LLC, Seller, Franklin Capital Corporation, Servicer, and Franklin
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Resources, Inc., Representative, dated as of January 1, 2001, incorporated by reference to Exhibit 4.3 to Registrant's Form 8-K filed January 26, 2001.
10.4 Purchase Agreement between Franklin Capital Corporation and Franklin Receivables LLC, dated as of January 1, 2001, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on January 26, 2001.
19.2 Prospectus dated January 12, 2001 and Prospectus Supplement dated January 19, 2001 related to the issuance of the Class A-1 and A-2 notes, incorporated by reference to Registrant's Form 424(b)(5), filed on January 22, 2001.
31.1 Certification (included in Exhibit 31.1 of the Franklin Auto Trust 2000-1 exhibits)
99.3 Report of Independent Accountants on Compliance with Specified Retail Receivable Servicing Standards and Related Exhibits.
99.4 Annual Statement as to Compliance.
EXHIBITS FOR FRANKLIN AUTO TRUST 2001-2 - ---------------------------------------
4.5 Amended and Restated Trust Agreement between Franklin Receivables LLC and Bankers Trust, as Owner Trustee, dated as of December 1, 2001, incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K, filed on December 26, 2001.
4.6 Indenture between Franklin Auto Trust 2001-2, as Issuer, and The Bank of New York, as Trustee and Indenture Collateral Agent, dated as of December 1, 2001 incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K, filed on December 26, 2001.
10.5 Sale and Servicing Agreement among Franklin Auto Trust 2001-2, Issuer, Franklin Receivables LLC, Seller, Franklin Capital Corporation, Servicer, and Franklin Resources, Inc., Representative, dated as of December 1, 2001, incorporated by reference to Exhibit 4.3 to Registrant's Form 8-K, filed on December 26, 2001.
10.6 Purchase Agreement between Franklin Capital Corporation and Franklin Receivables LLC, dated as of December 1, 2001, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K, filed on December 26, 2001.
19.3 Prospectus dated November 28, 2001 and Prospectus Supplement dated November 28, 2001 related to the issuance of the Class A-1, A-2, A-3 and A-4 notes, incorporated by reference to Registrant's Form 424(b)(5) filed on December 6, 2001.
31.1 Certification (included in Exhibit 31.1 of the Franklin Auto Trust 2000-1 exhibits)
99.5 Report of Independent Accountants on Compliance with Specified Retail Receivable Servicing Standards and Related Exhibits.
99.6 Annual Statement as to Compliance.
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EXHIBITS FOR FRANKLIN AUTO TRUST 2002-1 - ---------------------------------------
4.7 Amended and Restated Trust Agreement between Franklin Receivables LLC and Deutsche Bank Trust Company Delaware, as Owner Trustee, dated as of June 1, 2002, incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K, filed on June 20, 2002.
4.8 Indenture between Franklin Auto Trust 2002-1, as Issuer, and The Bank of New York, as Trustee and Indenture Collateral Agent, dated as of June 1, 2002, incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K, filed on June 20, 2002.
10.7 Sale and Servicing Agreement among Franklin Auto Trust 2002-1, Issuer, Franklin Receivables LLC, Seller, Franklin Capital Corporation, Servicer, and Franklin Resources, Inc., Representative, dated as of June 1, 2002, incorporated by reference to Exhibit 4.3 to Registrant's Form 8-K, filed on June 20, 2002.
10.8 Purchase Agreement between Franklin Capital Corporation and Franklin Receivables LLC, dated as of June 1, 2002, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K (File Number 333-56869), filed on June 20, 2002.
10.9 Subsequent Purchase Agreement by and between Franklin Capital Corporation and Franklin Receivables LLC, dated as of July 8, 2002, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K, filed on July 12, 2002.
10.10 Subsequent Purchase Agreement by and between Franklin Capital Corporation and Franklin Receivables LLC, dated as of August 8, 2002, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K, filed on August 13, 2002.
19.4 Prospectus dated November 28, 2001 and Prospectus Supplement dated May 29, 2002 related to the issuance of the Class A-1, A-2, A-3 and A-4 notes, incorporated by reference to Form 424(b)(5) filed on June 7, 2002.
31.1 Certification (included in Exhibit 31.1 of the Franklin Auto Trust 2000-1 exhibits)
99.7 Report of Independent Accountants on Compliance with Specified Retail Receivable Servicing Standards and Related Exhibits.
99.8 Annual Statement as to Compliance.
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