FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: September 9, 1999
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(Date of earliest event reported)
NISSAN AUTO RECEIVABLES CORPORATION
ON BEHALF OF NISSAN AUTO RECEIVABLES 1999-A OWNER TRUST
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(Exact name of registrant as specified in its charter)
DELAWARE 333-82763 33-0479655
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
990 WEST 190TH STREET
TORRANCE, CALIFORNIA 90502
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(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 719-8013
ITEM 5. OTHER EVENTS
On September 1, 1999, Nissan Auto Receivables Corporation
("NARC") and Nissan Motor Acceptance Corporation ("NMAC") entered into that
certain Purchase Agreement, dated as of August 1, 1999 (the "Purchase
Agreement"), pursuant to which NMAC transferred to NARC certain retail
installment sales contracts relating to certain new, near-new and used
automobiles and light-duty trucks (the "Receivables") and related property. On
September 1, 1999, Nissan Auto Receivables 1999-A Owner Trust, a Delaware
business trust created pursuant to that certain Trust Agreement, dated as of
August 6, 1999, as amended by the Amended and Restated Trust Agreement, dated as
of August 6, 1999 (the "Amended and Restated Trust Agreement"), by and between
NARC, as depositor, and Chase Manhattan Bank Delaware, as Owner Trustee (the
"Trust"), entered into that certain Sale and Servicing Agreement, dated as of
August 1, 1999 (the "Sale and Servicing Agreement"), with NARC, as seller, and
NMAC, as servicer, pursuant to which the Receivables and related property were
transferred to the Trust. Also on September 1, 1999, the Trust caused the
issuance, pursuant to an Indenture, dated as of August 1, 1999 (the
"Indenture"), by and between the Trust, as issuer, and Norwest Bank Minnesota,
National Association, as indenture trustee (the "Indenture Trustee"), of the
Notes in the following classes: Class A-1, Class A-2 and Class A-3
(collectively, the "Notes"). Also on September 1, 1999, NARC, as seller, NMAC,
as servicer, and the Indenture Trustee entered into that certain Yield
Supplement Agreement, dated as of August 1, 1999 (the "Yield Supplement
Agreement"), relating to the yield supplement account to be maintained for the
benefit of the holders of the Notes. Also on September 1, 1999, the Trust, as
issuer, NMAC, as administrator, and the Indenture Trustee entered into that
certain Administration Agreement, dated as of August 1, 1999, relating to the
provision by NMAC of certain
services relating to the Notes. The Notes, with an aggregate scheduled
principal balance, as of August 1, 1999, of $662,590,000, were sold to
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Banc of
America Securities LLC, Chase Securities Inc. and J.P. Morgan Securities Inc.
as underwriters (the "Underwriters"), pursuant to an Underwriting Agreement,
dated as of August 25, 1999, by and among NARC, NMAC and Merrill Lynch, on
behalf of itself and as the representative of the Underwriters. The Notes
have been registered pursuant to the Securities Act of 1933, as amended,
under a Registration Statement on Form S-3 (Commission File No. 333-82763).
Attached as Exhibit 4.1 is the Sale and Servicing Agreement,
as Exhibit 4.2 is the Indenture, as Exhibit 4.3 is the Purchase Agreement, as
Exhibit 4.4 is the Amended and Restated Trust Agreement, as Exhibit 4.5 is the
Administration Agreement and as Exhibit 4.6 is the Yield Supplement Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The exhibit number corresponds with Item 601(a) of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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Exhibit 4.1 Sale and Servicing Agreement, dated as of
August 1, 1999, by and among the Trust, as
issuer, NARC, as seller, and NMAC, as
servicer.
Exhibit 4.2 Indenture, dated as of August 1, 1999, by
and between the Trust, as issuer, and the
Indenture Trustee.
Exhibit 4.3 Purchase Agreement, dated as of August 1,
1999, by and between NARC, as purchaser, and
NMAC, as seller.
Exhibit 4.4 Amended and Restated Trust Agreement, dated as
of August 6, 1999, by and between NARC, as
depositor, and Chase Manhattan Bank Delaware,
as Owner Trustee.
Exhibit 4.5 Administration Agreement, dated as of August
1, 1999, by and among the Trust, as issuer,
NMAC, as administrator, and the Indenture
Trustee.
Exhibit 4.6 Yield Supplement Agreement, dated as of August
1, 1999, by and among NARC, as seller, NMAC,
as servicer, and the Indenture Trustee.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
NISSAN AUTO RECEIVABLES CORPORATION
By: /s/ TOMOAKI SHIMAZU
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Name: Tomoaki Shimazu
Title: Treasurer, Assistant Secretary and Director
September 9, 1999
EXHIBIT INDEX
Item 601(a) of Regulation S-K
EXHIBIT NO. DESCRIPTION
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Exhibit 4.1 Sale and Servicing Agreement, dated as of
August 1, 1999, by and among the Trust, as
issuer, NARC, as seller, and NMAC, as
servicer.
Exhibit 4.2 Indenture, dated as of August 1, 1999, by and
between the Trust, as issuer, and the
Indenture Trustee.
Exhibit 4.3 Purchase Agreement, dated as of August 1,
1999, by and between NARC, as purchaser, and
NMAC, as seller.
Exhibit 4.4 Amended and Restated Trust Agreement, dated as
of August 6, 1999, by and between NARC, as
depositor, and Chase Manhattan Bank Delaware,
as Owner Trustee.
Exhibit 4.5 Administration Agreement, dated as of August
1, 1999, by and among the Trust, as issuer,
NMAC, as administrator, and the Indenture
Trustee.
Exhibit 4.6 Yield Supplement Agreement, dated as of August
1, 1999, by and among NARC, as seller, NMAC,
as servicer, and the Indenture Trustee.