ITEM 1. BUSINESS
The Franklin Auto Trust 2004-1 (the "2004-1 Trust") is a Delaware statutory trust formed pursuant to the trust agreement (the "2004-1 Agreement") between Franklin Receivables LLC, as Seller, and Deutsche Bank Trust Company Delaware, as Owner Trustee. On July 8, 2004, Franklin Receivables LLC transferred approximately $215,025,000 of Prime, Non-Prime and Sub-Prime motor vehicle retail installment sale contracts ("Contracts") and $35,000,000 for the purchase of additional Contracts during a funding period (collectively, the "2004-1 Receivables") to the 2004-1 Trust. The 2004-1 Trust pledged the 2004-1 Receivables to The Bank of New York, as indenture trustee (the "2004-1 Indenture Trustee"), who in turn issued asset backed notes (the "2004-1 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.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
For the 2004-1 Trust, there were three holders of record of 2004-1 Class A-1 Asset Backed Notes, seven holders of record of 2004-1 Class A-2 Asset Backed Notes and seven holders of record of 2004-1 Class A-3 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
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 2004-1 Asset Backed Notes as of September 30, 2004:
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 July 28, 2004 filing under Item 5 "Other Events" and Item 7 "Financial Statements, Pro Forma Financial Information and Exhibits", containing the Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, Financial Guarantee Insurance Policy, Purchase Agreement, Underwriting Agreement and Letter Agreement and other operative agreements executed in connection with the issuance of the notes.
(b)(2) Form 8-K filed on August 20, 2004 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, 2004.
(b)(3) Form 8-K filed on August 25, 2004 filing under Item 8.01 "Other Events" and Item 9.01 "Financial Statements, and Exhibits", containing pool information as of August 11, 2004.
(b)(4) Form 8-K filed on September 30, 2004 filing under Item 8.01 "Other Events" and Item 9.01 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended August 31, 2004.
(b)(5) Form 8-K filed on October 25, 2004 filing under Item 8.01 "Other Events" and Item 9.01 "Financial Statements, Pro Forma Financial Information and Exhibits", a Monthly Service Report for the month ended September 30, 2004.
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 2004-1 (Registrant)
By: Franklin Capital Corp., Servicer of the Trust
Date: December 14, 2004 /S/ HAROLD E. MILLER, JR. ------------------------- HAROLD E. MILLER, JR. President (Principal Executive Officer)
EXHIBIT INDEX
EXHIBITS FOR FRANKLIN AUTO TRUST 2004-1 - ---------------------------------------
4.1 Amended and Restated Trust Agreement between Franklin Receivables LLC and Deutsche Bank Trust Company Delaware, as Owner Trustee, dated as of July 1, 2004, incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K (File Number 333-106297-02), filed on July 28, 2004.
4.2 Indenture between Franklin Auto Trust 2004-1, as Issuer, and The Bank of New York, as Trustee and Indenture Collateral Agent, dated as of July 1, 2004, incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K (File Number 333-106297-02), filed on July 28, 2004.
4.3 Sale and Servicing Agreement among Franklin Auto Trust 2004-1, Issuer, Franklin Receivables LLC, Seller, Franklin Capital Corporation, Servicer, and Franklin Resources, Inc., Representative, dated as of July 1, 2004, incorporated by reference to Exhibit 4.3 to Registrant's Form 8-K (File Number 333-106297-02), filed on July 28, 2004.
4.4 Financial Guarantee Insurance Policy of MBIA Insurance Corporation, dated July 8, 2004, incorporated by reference to Exhibit 4.4. to Registrant's Form 8-K (File Number 333-106297-02), filed on July 28, 2004.
10.1 Purchase Agreement between Franklin Capital Corporation and Franklin Receivables LLC, dated as of July 1, 2004, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K (File Number 333-106297-02), filed on July 28, 2004.
10.2 Underwriting Agreement among Franklin Capital Corporation, Franklin Receivables LLC and Citigroup Global Markets, Inc., dated June 22, 2004, incorporated by reference to Exhibit 10.2 to Registrant's Form 8-K (File Number 333-106297-02), filed on July 28, 2004.
10.3 Letter Agreement between Franklin Resources, Inc. and Citigroup Global Markets, Inc., dated June 22, 2004, incorporated by reference to Exhibit 10.3 to Registrant's Form 8-K (File Number 333-106297-02), filed on July 28, 2004.
19.1 Prospectus dated June 22, 2004 and Prospectus Supplement dated June 22, 2004 related to the issuance of the Class A-1, A-2 and A-3 notes, incorporated by reference to Form 424(b)(5) filed on July 26, 2004.
31.1 Certification
99.1 Report of Registered Public Accounting Firm on compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS ("USAP").
99.2 Management's assertion as to compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS ("USAP").