- --------------------------------------------------------------------------------
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):
January 29, 2002
American Honda Receivables Corp.
- --------------------------------------------------------------------------------
(Exact name of registrant specified in its charter)
California 333-71022 33-0526079
- ----------------------------- ---------------- ---------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
American Honda Receivables Corp.
700 Van Ness Avenue
Torrance, California 90501
- --------------------------------- --------------
(Address of principal executive offices) Zip code)
Registrant's telephone number, including area code: (310) 781-4100
--------------
- --------------------------------------------------------------------------------
Item 2. Acquisition or Disposition of Assets
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. 333-71022) (the "Registration Statement").
Pursuant to the Registration Statement, Honda Auto Receivables 2002-1 Owner
Trust (the "Issuer") issued $2,030,156,000 Class A-1 1.82% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 2.55% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 3.50% Asset Backed Notes (the "Class A-3 Notes") and Class
A-4 4.22% Asset Backed Notes (the "Class A-4 Notes") (collectively the "Notes"),
on January 29, 2002. 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 January 1, 2002,
between the Issuer and JPMorgan Chase Bank, 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 January 23, 2002, the receivables possessed the
characteristics described in the Prospectus dated January 23, 2002 and the
Prospectus Supplement dated January 23, 2002 filed pursuant to Rule 424(b)(5) of
the Act on January 25, 2002.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit 1.1. Underwriting Agreement, dated January 23, 2002,
among American Honda Receivables Corp. (the"Seller"), American
Honda Finance Corporation (the "Servicer") and Salomon Smith
Barney Inc.
Exhibit 4.1. Indenture, dated as of January 1, 2002, between
the Issuer and the Indenture Trustee.
Exhibit 4.2. Amended and Restated Trust Agreement, dated
January 29, 2002, among American Honda Receivables Corp. (the
"Depositor"), U.S. Bank National Association (the "Owner
Trustee") and U.S. Bank Trust National Association, as
Delaware Trustee (the "Delaware Trustee").
1
Exhibit 4.3 Sale and Servicing Agreement, dated January 1,
2002, among the Seller, the Servicer and the Issuer.
Exhibit 4.4 Receivables Purchase Agreement, dated as of
January 1, 2002, between American Honda Finance Corporation
(the "Seller") and American Honda Receivables Corp. (the
"Purchaser").
Exhibit 4.5 Administration Agreement, dated as of January 1,
2002, among the Issuer, American Honda Finance Corporation
(the "Administrator"), the Depositor and the Indenture
Trustee.
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 thereunto duly authorized.
American Honda Receivables Corp.
as Registrant
By: /s/ Y. Kohama
--------------------------------
Name: Y. Kohama
Title: President
Dated: January 29, 2002
EXHIBIT INDEX
Exhibit No. Description
Exhibit 1.1. Underwriting Agreement, dated January 23, 2002, among American
Honda Receivables Corp. (the"Seller"), American Honda Finance
Corporation (the "Servicer") and Salomon Smith Barney Inc.
Exhibit 4.1. Indenture, dated as of January 1, 2002, between the Issuer and
the Indenture Trustee.
Exhibit 4.2. Amended and Restated Trust Agreement, dated January 29, 2002,
among American Honda Receivables Corp. (the "Depositor"), U.S.
Bank National Association (the "Owner Trustee"), and U.S. Bank
Trust National Association, as Delaware Trustee (the "Delaware
Trustee").
Exhibit 4.3 Sale and Servicing Agreement, dated January 1, 2002, among the
Seller, the Servicer and the Issuer.
Exhibit 4.4 Receivables Purchase Agreement, dated as of January 1, 2002,
between American Honda Finance Corporation (the "Seller") and
American Honda Receivables Corp. (the "Purchaser").
Exhibit 4.5 Administration Agreement, dated as of January 1, 2002, among the
Issuer, American Honda Finance Corporation (the
"Administrator"), the Depositor and the Indenture Trustee.