ITEM 1. BUSINESS
The Franklin Auto Trust 2003-1 (the "2003-1 Trust") is a Delaware statutory trust formed pursuant to the trust agreement (the "2003-1 Agreement") between Franklin Receivables LLC, as Seller, and Deutsche Bank Trust Company Delaware, as Owner Trustee. On June 12, 2003, Franklin Receivables LLC transferred $318,000,000 of Prime, Non-Prime and Sub-Prime motor vehicle retail installment sale contracts (the "2003-1 Receivables") to the 2003-1 Trust. The 2003-1 Trust pledged the 2003-1 Receivables to The Bank of New York, as indenture trustee (the "2003-1 Indenture Trustee"), who in turn issued asset backed notes (the "2003-1 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.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders.
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PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
For the 2003-1 Trust, there was one holder of record of the 2003-1 Class A-1 Asset Backed Notes, four holders of record of the 2003-1 Class A-2 Asset Backed Notes, seven holders of record of the 2003-1 Class A-3 Asset Backed Notes, and nineteen holders of record of the 2003-1 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
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
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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 2003-1 Asset Backed Notes as of September 30, 2003:
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT PERCENTAGE OWNERS CLASS A-1 BOSTON SAFE DEPOSIT AND 980,556.85 100.00% TRUST COMPANY 525 William Penn Place Pittsburgh, PA 25259 Melissa Tarasovich 412-234-2475
CLASS A-2 BANK OF NEW YORK 22,500,000 20.00% One Wall Street New York, NY 20286 Cecile Lamarco 201-319-3066
NORTHERN TRUST COMPANY 10,000,000 8.89% Processoral C-IN Chicago, IL 60607 Scarlet Spivey 312-557-0819 801 S. Canal C-IN Chicago, IL 60607 Rhonda Eppler-Staggs 312-557-0819 Karren Greene 312-444-7109 Amelia Henson 312-630-8930
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STATE STREET BANK AND TRUST 75,000,000 66.67% COMPANY 2776 Heritage Dr No. Quincy MA 02171
CLASS A-3
DEUTSCHE BANK TRUST 25,000,000 43.10% COMPANY AMERICAS 648 Grassmere Park Road 8th floor Nashville, TN 37211 John Lasher 615-835-3419
JPMORGAN CHASE BANK 28,000,000 48.28% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 Paula Dabner 469-477-0081 CLASS A-4 BANK OF NEW YORK 15,295,000 13.84% One Wall Street New York, NY 10236 Cecile Lamarco 201-319-3066
BOSTON SAFE DEPOSIT AND 32,140,000 29.09% TRUST COMPANY 525 William Penn Place Pittsburgh, PA 15259 Melissa Tarasovich 412-234-2475
DEUTSCHE BANK TRUST 7,500,000 6.79% COMPANY AMERICAS 648 Grassmere Park Road Nashville, TN 37211 John Lasher 615-835-3419
STATE STREET BANK AND TRUST 35,685,000 32.29% COMPANY 1776 Heritage Dr. No. Quincy, MA 02171 Joseph J. Callahan 617-985-6453
U.S. BANK N.A. 7,145,000 6.47% 1555 N. Rivercenter Dr. Ste 300 Milwaukee, WI 53212 Keith Frohlicher 414-905-5064
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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 Page 9.
(a)(2) N/A
(a)(3) See (a)(1) above.
(b)(1) Form 8-K filed on May 28, 2003 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", containing computational materials of Citigroup Global Markets Inc. and legal opinion of McKee Nelson LLP.
(b)(2) Form 8-K filed on June 3, 2003 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", containing consent of independent auditor dated June 3, 2003.
(b)(3) 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)(4) Form 8-K filed on August 12, 2003 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", containing pooling information as of August 1, 2003.
(b)(5) 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)(6) 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.
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(b)(7) 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 AUTO TRUST 2003-1 (Registrant)
By: Franklin Capital Corp., Servicer of the Trust
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 2003-1 ---------------------------------------
4.1 Amended and Restated Trust Agreement between Franklin Receivables LLC and Deutsche Bank Trust Company Delaware, as Owner Trustee, dated as of June 1, 2003, incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K, filed on June 23, 2003.
4.2 Indenture between Franklin Auto Trust 2003-1, as Issuer, and The Bank of New York, as Trustee and Indenture Collateral Agent, dated as of June 1, 2003, incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K, filed on June 23, 2003.
10.1 Sale and Servicing Agreement among Franklin Auto Trust 2003-1, Issuer, Franklin Receivables LLC, Seller, Franklin Capital Corporation, Servicer, and Franklin Resources, Inc., Representative, dated as of June 1, 2003, incorporated by reference to Exhibit 4.3 to Registrant's Form 8-K, filed on June 23, 2003.
10.2 Purchase Agreement between Franklin Capital Corporation and Franklin Receivables LLC, dated as of June 1, 2003, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K, filed on June 23, 2003.
19.1 Prospectus dated May 30, 2003 and Prospectus Supplement dated June 5, 2003 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 5, 2003.
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.
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