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): February 4, 2005
Honda Auto Receivables 2005-1 Owner Trust | ||
(Issuer with respect to Securities) | ||
American Honda Receivables Corp. | ||
(Exact name of registrant as specified in its charter) | ||
California | 333-104875 | 33-0526079 |
(State or Other Jurisdiction of Incorporation) | (Commission | (I.R.S. Employer Identification No.) |
American Honda Receivables Corp. Torrance, CA 90503 | ||
(Address of Principal Executive Offices) (Zip Code) | ||
Registrant’s telephone number, including area code(310)781-4100 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
Description of the Securities and the Auto Loans
American Honda Receivables Corp. registered issuances of up to $10,000,000,000 principal amount of Asset Backed Notes and Asset Backed Certificates on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), by the Registration Statements on Form S-3 (Registration File No. 333-104875) (the “Registration Statement”). Pursuant to the Registration Statement, Honda Auto Receivables 2004-3 Owner Trust (the “Issuer”) issued $1,308,900,000 Class A-1 2.686% Asset Backed Notes (the “Class A-1 Notes”), Class A-2 3.21% Asset Backed Notes (the “Class A-2 Notes”), Class A-3 3.53% Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 3.82% Asset Backed Notes (the “Class A-4 Notes”) (collectively, the “Notes”), on January 19, 2005. This Cur rent Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes.
The Notes were issued pursuant to an Indenture (the “Indenture”) attached hereto as Exhibit 4.1, dated as of January 1, 2005, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes represent non-recourse obligations of the Issuer, which obligations are secured by the pledge by the Issuer to the Indenture Trustee of auto loans and certain related property.
The Notes evidence indebtedness of the Issuer, the assets of which consist primarily of fixed rate motor vehicle retail installment sales contracts secured by automobiles financed thereby.
As of the applicable cut-off date, which is January 1, 2005, the receivables possessed the characteristics described in the Prospectus dated August 12, 2003 and the Prospectus Supplement dated June 16, 2004, filed pursuant to Rule 424(b)(5) of the Act on October 26, 2004.
Item 9.01. Financial Statements and Exhibits
(a)
Not applicable.
(b)
Not applicable.
(a)
Exhibits
1.1.
Underwriting Agreement, dated January 10, 2005, among American Honda Receivables Corp. (the “Seller”), American Honda Finance Corporation (the “Servicer”) and Citigroup Global Markets Inc.
1.2.
Indenture, dated as of January 1, 2005, between the Issuer and the Indenture Trustee.
1.3.
Amended and Restated Trust Agreement, dated October 26, 2004, among American Honda Receivables Corp. (the “Depositor”) and Deutsche Bank Trust Company Delaware (the “Owner Trustee”)
1.4.
Sale and Servicing Agreement, dated January 1, 2005, among the Seller, the Servicer and the Issuer.
1.5.
Receivables Purchase Agreement, dated as of January 1, 2005, between American Honda Finance Corporation (the “Seller”) and American Honda Receivables Corp. (the “Purchaser”).
1.6.
Administration Agreement, dated as of January 1, 2005, among the Issuer, American Honda Finance Corporation (the “Administrator”), the Depositor and the Indenture Trustee.
1.7
Control Agreement, dated as of January 1, 2005, among American Honda Receivables Corp. (the “Seller”), Honda Auto Receivables 2005-1 Owner Trust (the “Initial Secured Party”), American Honda Finance Corporation (the “Servicer”), Deutsche Bank Trust Company Americas, as indenture trustee (the “Assignee-Secured Party”), and Deutsche Bank Trust Company Americas, as securities intermediary (the “Securities Intermediary”).
SIGNATURES
Pursuant to the requirements of the 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.
American Honda Receivables Corp.
Registrant
By:/s/ Y. Takahashi
Name: Y. Takahashi
Title: President
February 4, 2005
EXHIBIT INDEX
Exhibit No.
Description
Exhibit 1.1.
Underwriting Agreement, dated January 10, 2005, among American Honda Receivables Corp. (the “Seller”), American Honda Finance Corporation (the “Servicer”) and Citigroup Global Markets Inc.
Exhibit 1.2.
Indenture, dated as of January 1, 2005, between the Issuer and the Indenture Trustee.
Exhibit 1.3.
Amended and Restated Trust Agreement, dated October 26, 2004, among American Honda Receivables Corp. (the “Depositor”) and Deutsche Bank Trust Company Delaware (the “Owner Trustee”)
Exhibit 1.4.
Sale and Servicing Agreement, dated January 1, 2005, among the Seller, the Servicer and the Issuer.
Exhibit 1.5.
Receivables Purchase Agreement, dated as of January 1, 2005, between American Honda Finance Corporation (the “Seller”) and American Honda Receivables Corp. (the “Purchaser”).
Exhibit 1.6.
Administration Agreement, dated as of January 1, 2005, among the Issuer, American Honda Finance Corporation (the “Administrator”), the Depositor and the Indenture Trustee.
Exhibit 1.7
Control Agreement, dated as of January 1, 2005, among American Honda Receivables Corp. (the “Seller”), Honda Auto Receivables 2005-1 Owner Trust (the “Initial Secured Party”), American Honda Finance Corporation (the “Servicer”), Deutsche Bank Trust Company Americas, as indenture trustee (the “Assignee-Secured Party”), and Deutsche Bank Trust Company Americas, as securities intermediary (the “Securities Intermediary”).