UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 29, 1997
Nissan Auto Receivables 1997-A Grantor Trust
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(Exact name of registrant as specified in its charter)
Delaware 333-1664 33-0479655
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(State or other Juris- (Commission (I.R.S. Employer
diction of incorporation) Registration Number) Identification Number)
Nissan Auto Receivables 1997-A Grantor Trust
c/o Nissan Motor Acceptance Corporation
900 W. 190th Street
Torrance, California 90502
(310) 719-8013
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
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Description of the Certificates and the Receivables
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Pursuant to a Registration Statement on Form S-1 (Registration
File No. 333-1664) declared effective by the Securities and Exchange Commission
on October 20, 1997 (the "Registration Statement"), there were registered under
the Securities Act of 1933, as amended, $755,564,579.00 in aggregate principal
amount of 6.15% Asset Backed Certificates, Class A (the "Class A Certificates"),
representing in the aggregate an undivided ownership interest of 87% of the
Nissan Auto Receivables 1997-A Grantor Trust (the "Trust"). On October 29, 1997,
the Trust issued the Class A Certificates and $112,900,454.86 in aggregate
principal amount of 6.15% Asset Backed Certificates, Class B (the "Class B
Certificates"), representing in the aggregate an undivided ownership interest of
13% of the Trust, to Nissan Auto Receivables Corporation (the "Registrant"). The
Trust was formed pursuant to a Pooling and Servicing Agreement, dated as of
October 1, 1997 (the "Pooling and Servicing Agreement"), attached hereto as
Exhibit 4.1, among the Registrant, as Seller, Nissan Motor Acceptance
Corporation ("NMAC"), in its individual capacity and as Servicer, and The Fuji
Bank and Trust Company ("Fuji"), as Trustee. On October 29, 1997,
$755,564,000.00 in aggregate principal amount of the Class A Certificates were
sold for $755,436,820.95 by the Registrant pursuant to an Underwriting
Agreement, dated October 21, 1997, attached hereto as Exhibit 1.1, among the
Registrant and J.P. Morgan Securities Inc., as Representative of the several
underwriters named therein. The Class B Certificates and $579.00 in aggregate
principal amount of the Class A Certificates have been retained by the
Registrant.
The Trust property primarily includes motor vehicle retail
installment sales contracts originated on or after September 12, 1992, secured
by new and used automobiles and light duty trucks (the "Receivables"), with an
aggregate original principal amount of $868,465,033.86. The Receivables were
sold to the Registrant by NMAC pursuant to a Purchase Agreement, dated as of
October 1, 1997, attached hereto as Exhibit 10.1, between the Registrant, as
Purchaser, and NMAC, as Seller, and were thereafter sold by the Purchaser to the
Trust pursuant to the Pooling and Servicing Agreement.
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A Subordination Spread Account was created pursuant to a
Custody and Pledge Agreement, dated as of October 1, 1997, attached hereto as
Exhibit 4.2, between the Registrant, as Seller, and Fuji, as Custodian for the
benefit of the Class A Certificateholders, and was funded with an initial
deposit by the Registrant of $8,684,650.34.
A Yield Supplement Reserve Account was established by the
Registrant pursuant to a Yield Supplement Agreement, dated as of October 1,
1997, attached hereto as Exhibit 10.2, among the Registrant, NMAC and Fuji, as
Trustee and Class A Agent. The account was funded by the Registrant
with $1,898,666.90, and was pledged to and is maintained by the Class A Agent
for the benefit of the Class A Certificateholders.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.1. Underwriting Agreement, dated October 21, 1997, among Nissan Auto
Receivables Corporation and J.P. Morgan Securities Inc., as Representative of
the several underwriters named therein.
4.1. Pooling and Servicing Agreement, dated as of October 1, 1997,
among Nissan Auto Receivables Corporation, as Seller, Nissan Motor Acceptance
Corporation, in its individual capacity and as Servicer, and The Fuji Bank and
Trust Company, as Trustee.
4.2. Custody and Pledge Agreement, dated as of October 1, 1997, between
Nissan Auto Receivables Corporation, as Seller, and The Fuji Bank and Trust
Company, as Custodian and as Trustee.
10.1. Purchase Agreement, dated as of October 1, 1997, between Nissan
Auto Receivables Corporation, as Purchaser, and Nissan Motor Acceptance
Corporation, as Seller.
10.2. Yield Supplement Agreement, dated as of October 1, 1997, among
Nissan Auto Receivables Corporation, Nissan Motor Acceptance Corporation, and
The Fuji Bank and Trust Company, as Trustee and Class A Agent.
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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.
NISSAN AUTO RECEIVABLES 1997-A
GRANTOR TRUST
By: Nissan Motor Acceptance
Corporation, as Servicer
By: /s/ Katsumi Ishii
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Name: Katsumi Ishii
Title: Vice President, Finance
Date: November 12, 1997
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated
October 21, 1997, among Nissan
Auto Receivables Corporation and
J.P. Morgan Securities Inc., as
Representative of the several
underwriters named therein.
4.1 Pooling and Servicing Agreement,
dated as of October 1, 1997,
among Nissan Auto Receivables
Corporation, as Seller, Nissan
Motor Acceptance Corporation, in
its individual capacity and as
Servicer, and The Fuji Bank and
Trust Company, as Trustee.
4.2 Custody and Pledge Agreement,
dated as of October 1, 1997,
between Nissan Auto Receivables
Corporation, as Seller, and The
Fuji Bank and Trust Company, as
Custodian and Trustee.
10.1 Purchase Agreement, dated as of
October 1, 1997, between Nissan
Auto Receivables Corporation, as
Purchaser, and Nissan Motor
Acceptance Corporation, as
Seller.
10.2 Yield Supplement Agreement, dated
as of October 1, 1997, among
Nissan Auto Receivables
Corporation, Nissan Motor
Acceptance Corporation, and The
Fuji Bank and Trust Company, as
Trustee and Class A Agent.
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