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: December 29, 2003
(date of earliest event reported)
Honda Auto Receivables 2003-5 Owner Trust
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(Issuer with respect to Securities)
American Honda Receivables Corp.
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(Exact name of registrant as specified in its charter)
California 333-104875 33-0526079
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(State or Other Jurisdiction of (Commission (I.R.S. Employer Identification No.)
Incorporation) File Number)
American Honda Receivables Corp.
700 Van Ness Avenue
Torrance, California 90501
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(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code (310) 781-4100
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No Change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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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 2003-5 Owner
Trust (the "Issuer") issued $1,014,853,000 Class A-1 1.14% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 1.57% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 2.30% Asset Backed Notes (the "Class A-3 Notes") and Class
A-4 2.96% Asset Backed Notes (the "Class A-4 Notes") (collectively, the
"Notes"), on December 16, 2003. 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 December 1, 2003, 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 December 1, 2003, the
receivables possessed the characteristics described in the Prospectus dated
August 12, 2003 and the Prospectus Supplement dated December 8, 2003, filed
pursuant to Rule 424(b)(5) of the Act on December 8, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibit 1.1. Underwriting Agreement, dated December 8, 2003,
among American Honda Receivables Corp. (the "Seller"),
American Honda Finance Corporation (the "Servicer") and Banc
of America Securities LLC.
Exhibit 4.1. Indenture, dated as of December 1, 2003, between
the Issuer and the Indenture Trustee.
Exhibit 4.2. Amended and Restated Trust Agreement, dated
December 16, 2003, among American Honda Receivables Corp. (the
"Depositor") and Deutsche Bank Trust Company Delaware (the
"Owner Trustee")
Exhibit 4.3. Sale and Servicing Agreement, dated December 1,
2003, among the Seller, the Servicer and the Issuer.
Exhibit 4.4. Receivables Purchase Agreement, dated as of
December 1, 2003, between American Honda Finance Corporation
(the "Seller") and American Honda Receivables Corp. (the
"Purchaser").
Exhibit 4.5. Administration Agreement, dated as of December 1,
2003, among the Issuer, American Honda Finance Corporation
(the "Administrator"), the Depositor and the Indenture
Trustee.
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
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Name: Y. Takahashi
Title: President
December 29, 2003
EXHIBIT INDEX
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Exhibit No. Description
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Exhibit 1.1. Underwriting Agreement, dated December 8, 2003, among American Honda Receivables
Corp. (the "Seller"), American Honda Finance Corporation (the "Servicer") and Banc
of America Securities LLC.
Exhibit 4.1. Indenture, dated as of December 1, 2003, between the Issuer and the Indenture
Trustee.
Exhibit 4.2. Amended and Restated Trust Agreement, dated December 16, 2003, among American Honda
Receivables Corp. (the "Depositor") and Deutsche Bank Trust Company Delaware (the
"Owner Trustee")
Exhibit 4.3. Sale and Servicing Agreement, dated December 1, 2003, among the Seller, the Servicer
and the Issuer.
Exhibit 4.4. Receivables Purchase Agreement, dated as of December 1, 2003, between American Honda
Finance Corporation (the "Seller") and American Honda Receivables Corp. (the
"Purchaser").
Exhibit 4.5.
Administration Agreement, dated as of December 1, 2003, among the Issuer, American
Honda Finance Corporation (the "Administrator"), the Depositor and the Indenture
Trustee.