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) September 1, 2004
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Hyundai ABS Funding Corporation
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as Depositor to the Issuer described herein
(Exact Name of Registrant as Specified in Charter)
Delaware 333-108545 33-0978453
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
10550 Talbert Avenue, Fountain Valley, California 92708
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (714) 594-1579
Former Name or Former Address, if Changed Since Last Report Not Applicable
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)).
TABLE OF CONTENTS
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-1.1 Underwriting Agreement
EX-3.1 Articles of Incorporation
EX-3.2 Bylaws
EX-4.1 Indenture
EX-5.1 Legality Opinion
EX-8.1 Tax Opinion
EX-10.1 Sale and Servicing Agreement
EX-10.2 Receivables Purchase Agreement
EX-10.3 Owner Trust Administration Agreement
EX-23.1 Consent
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
Hyundai ABS Funding Corporation (the "Registrant") is filing certain
exhibits under Item 8.01 hereof, which relate to the recent public offering of
asset-backed notes by Hyundai Auto Receivables Trust 2004-A (the "Issuer").
On September 1, 2004, the Issuer publicly issued $155,000,000 of Class
A-1 1.78125% Asset-Backed Notes due September 15, 2005, $215,000,000 of Class
A-2 2.36% Asset-Backed Notes due September 15, 2007, $188,000,000 of Class A-3
2.97% Asset-Backed Notes due May 15, 2009, $92,100,000 of Class A-4 3.54%
Asset-Backed Notes due August 15, 2011 (collectively, the "Class A Notes"),
$36,500,000 of Class B 3.46% Asset-Backed Notes due August 15, 2011 (the "Class
B Notes"), $26,900,000 of Class C 3.36% Asset-Backed Notes due August 15, 2011
(the "Class C Notes") and $32,800,000 of Class D 4.10% Asset-Backed Notes due
August 15, 2011 (the "Class D Notes" and, together with the Class A Notes, the
Class B Notes and the Class C Notes, the "Notes") pursuant to a registration
statement (No. 333-117398) declared effective on August 20, 2004. The joint
bookrunners for the issuance of the Notes were ABN AMRO Incorporated and Banc of
America Securities LLC, and the co-managers of the Class A Notes were Barclays
Capital Inc, Deutsche Bank Securities Inc. and SG Americas Securities, LLC. The
Registrant paid the underwriters a fee of $1,417,810 in connection with the sale
of the Notes. The net proceeds from the sale of the Notes, which amounted to
$744,846,492.76, were used by the Issuer to purchase a pool of motor vehicle
retail installment sale contracts that are secured by new and used automobiles
and light-duty trucks, which constitute the receivables included in the assets
of the Issuer, from the Registrant. The Registrant acquired the receivables from
Hyundai Motor Finance Company, a California corporation. The Issuer also used
$5,770,077.89 of the net proceeds from the sale of the Notes to fund the Reserve
Account.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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1.1 Underwriting Agreement, dated as of August 26, 2004,
among the Registrant, Hyundai Motor Finance Company
("HMFC") and Banc of America Securities LLC.
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
4.1 Indenture, dated as of September 1, 2004 between the
Issuer and Citibank, N.A. (the "Indenture Trustee")
5.1 Opinion of Latham & Watkins LLP with respect to
legality
8.1 Opinion of Latham & Watkins LLP with respect to United
States federal income tax matters
10.1 Sale and Servicing Agreement, dated as of September 1,
2004, among the Issuer, the Registrant, the Indenture
Trustee and HMFC
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10.2 Receivables Purchase Agreement, dated as of September
1, 2004, between the Registrant and HMFC
10.3 Owner Trust Administration Agreement, dated as of
September 1, 2004, among the Issuer, the Indenture
Trustee and HMFC
23.1 Consent of Latham & Watkins LLP (included in Exhibits
5.1 and 8.1)
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SIGNATURE
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.
Dated: September 8, 2004 HYUNDAI ABS FUNDING CORPORATION
By: /s/ David A. Hoeller
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Name: David A. Hoeller
Title: Vice President & Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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1.1 Underwriting Agreement, dated as of August 26, 2004,
among the Registrant, Hyundai Motor Finance Company
("HMFC") and Banc of America Securities LLC
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
4.1 Indenture, dated as of September 1, 2004, between the
Issuer and Citibank, N.A. (the "Indenture Trustee")
5.1 Opinion of Latham & Watkins LLP with respect to
legality
8.1 Opinion of Latham & Watkins LLP with respect to United
States federal income tax matters
10.1 Sale and Servicing Agreement, dated as of September 1,
2004, among the Issuer, the Registrant, the Indenture
Trustee and HMFC
10.2 Receivables Purchase Agreement, dated as of September
1, 2004, between the Registrant and HMFC
10.3 Owner Trust Administration Agreement, dated as of
September 1, 2004, among the Issuer, the Indenture
Trustee and HMFC
23.1 Consent of Latham & Watkins LLP (included in Exhibits
5.1 and 8.1)
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STATEMENT OF DIFFERENCES
The section symbol shall be expressed as....................................'SS'