SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 24, 1996 WESTERN FIDELITY FUNDING, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-27156 84-1148454 --------------------------- ------------------- ------------------ (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 4704 Harlan Street, Suite 260, Denver, Colorado 80212 - ----------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (303) 477-8404 - 1 - Item 5. OTHER EVENTS. On June 24, 1996, Western Fidelity Funding, Inc. ("Company") entered into a Revolving Credit and Security Agreement ("Credit Agreement") with BNY Financial Corporation, a wholly-owned subsidiary of the Bank of New York, for a $20 million secured credit facility. The borrowings pursuant to the Credit Agreement will be used by the Company to purchase automobile retail installment contracts or as working capital. Under the terms of the Credit Agreement, monthly interest is paid at a floating rate equivalent to LIBOR plus 3.25% or a specified bank alternative base rate plus 1%. All payments of principal under the Credit Agreement will be due on June 23, 1997, unless extended. The retail installment contracts securing the borrowings will be covered by an indemnity insurance policy against loss as a result of default by the borrowers under such contracts. In order to maintain the credit facility, the Company will have to maintain compliance with covenants including covenants pertaining to the Company's net worth, earnings and cash flow. The Credit Agreement also contains provisions restricting the Company from certain activities, including the payment of dividends, except dividends on the Company's preferred stock of not more than $0.50 per share. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit 10.1 Revolving Credit and Security Agreement dated June 24, 1996, between Western Fidelity Funding, Inc. and BNY Financial Corporation (including Exhibit 1.2-B). - 2 - 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 hereunto duly authorized. Date: July 1, 1996 WESTERN FIDELITY FUNDING, INC. By /s/ Gene E. Osborn ---------------------------- Gene E. Osborn, President - 3 - EXHIBIT INDEX Exhibit Description Page No. 10.1 Revolving Credit and Security Agreement dated June 24, 1996, between Western Fidelity Funding, Inc. and BNY Financial Corporation (including Exhibit 1.2-B). - 4 -