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):
October 25, 2006
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333-132320-03
(Commission File Number of issuing entity)
Honda Auto Receivables 2006-3 Owner Trust
(Exact name of registrant specified in its charter)
333-132320
(Commission File Number of depositor)
American Honda Receivables Corp.
(Exact name of depositor as specified in its charter)
American Honda Finance Corporation
(Exact name of sponsor as specified in its charter)
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Delaware 42-6665251
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
American Honda Receivables Corp.
20800 Madrona Avenue
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 poursuant 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
$15,000,000,000 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. 333-132320) (the "Registration Statement").
Pursuant to the Registration Statement, Honda Auto Receivables 2006-3 Owner
Trust (the "Issuer") issued $1,499,610,000 Class A-1 5.34183% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 5.25% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 5.12% Asset Backed Notes (the "Class A-3 Notes") and Class
A-4 5.11% Asset Backed Notes (the "Class A-4 Notes") (collectively, the
"Notes"), on October 25, 2006. This Current 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 October 1, 2006, between the Issuer and U.S.
Bank National Association, 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 was October 1, 2006, the
receivables possessed the characteristics described in the Prospectus dated
October 13, 2006 and the Prospectus Supplement dated October 17, 2006, filed
pursuant to Rule 424(b)(5) of the Act on October 19, 2006.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
1.1 Underwriting Agreement, dated October 17, 2006, among American Honda
Receivables Corp., American Honda Finance Corporation and Barclays Capital
Inc.
4.1 Indenture, dated as of October 1, 2006, between Honda Auto Receivables
2006-3 Owner Trust and U.S. Bank National Association, as indenture
trustee.
4.2 Amended and Restated Trust Agreement, dated October 25, 2006, among
American Honda Receivables Corp. and Deutsche Bank Trust Company Delaware,
as owner trustee.
99.1 Sale and Servicing Agreement, dated as of October 1, 2006, among Honda Auto
Receivables 2006-3 Owner Trust, American Honda Receivables Corp. and
American Honda Finance Corporation.
99.2 Receivables Purchase Agreement, dated as of October 1, 2006, between
American Honda Finance Corporation and American Honda Receivables Corp.
99.3 Administration Agreement, dated as of October 1, 2006, among Honda Auto
Receivables 2006-3 Owner Trust, American Honda Finance Corporation,
American Honda Receivables Corp. and U.S. Bank National Association, as
indenture trustee.
99.4 Control Agreement, dated as of October 1, 2006, among American Honda
Receivables Corp., Honda Auto Receivables 2006-3 Owner Trust, American
Honda Finance Corporation, U.S. Bank National Association, as indenture
trustee and assignee-secured party, and U.S. Bank National Association, as
securities intermediary.
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the depositor has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
American Honda Receivables Corp.
Depositor
By: /s/ H. Tanaka
------------------------------------
Name: H. Tanaka
Title: President
October 27, 2006
EXHIBIT INDEX
1.1 Underwriting Agreement, dated October 17, 2006, among American Honda
Receivables Corp., American Honda Finance Corporation and Barclays Capital
Inc.
4.1 Indenture, dated as of October 1, 2006, between Honda Auto Receivables
2006-3 Owner Trust and U.S. Bank National Association, as indenture
trustee.
4.2 Amended and Restated Trust Agreement, dated October 25, 2006, among
American Honda Receivables Corp. and Deutsche Bank Trust Company Delaware,
as owner trustee.
99.1 Sale and Servicing Agreement, dated as of October 1, 2006, among Honda Auto
Receivables 2006-3 Owner Trust, American Honda Receivables Corp. and
American Honda Finance Corporation.
99.2 Receivables Purchase Agreement, dated as of October 1, 2006, between
American Honda Finance Corporation and American Honda Receivables Corp.
99.3 Administration Agreement, dated as of October 1, 2006, among Honda Auto
Receivables 2006-3 Owner Trust, American Honda Finance Corporation,
American Honda Receivables Corp. and U.S. Bank National Association, as
indenture trustee.
99.4 Control Agreement, dated as of October 1, 2006, among American Honda
Receivables Corp., Honda Auto Receivables 2006-3 Owner Trust, American
Honda Finance Corporation, U.S. Bank National Association, as indenture
trustee and assignee-secured party, and U.S. Bank National Association, as
securities intermediary.
