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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1997
REGISTRATION NO. 333-18095
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HONDA AUTO RECEIVABLES 1997-A GRANTOR TRUST
(Issuer with respect to the Certificates)
AMERICAN HONDA RECEIVABLES CORP.
(Originator of the Trust described herein)
(Exact name of Registrant as specified in its charter)
CALIFORNIA 6146 33-0526079
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
700 VAN NESS AVENUE
TORRANCE, CALIFORNIA 90501
(310) 781-4100
(Address, including zip code, and telephone number, including
area code, of Originator's principal executive offices)
Y. KOHAMA
PRESIDENT
700 VAN NESS AVENUE
TORRANCE, CALIFORNIA 90501
(310) 781-4100
(Name, address, including zip code, and telephone number, including
area code, of agent for service with respect to the Registrant)
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COPIES TO:
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C. Thomas Kunz, Esq.
Dale W. Lum, Esq. Skadden, Arps, Slate,
Brown & Wood LLP Meagher & Flom LLP
555 California Street 919 Third Avenue
San Francisco, California 94104 New York, New York 10022
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
PROPOSED TITLE OF AMOUNT TO OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
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% Asset Backed Certificates, Class
A.................................. $1,012,546,508.13 100%(1) $1,012,546,508.13 $306,832.27(2)
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(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the proposed maximum offering price per unit.
(2) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the offering of the Class A Certificates being
registered hereby are estimated as follows:
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SEC registration fee.............................................. $306,830.81
Legal fees and expenses........................................... 125,000.00
Accounting fees and expenses...................................... 70,000.00
Blue sky fees and expenses........................................ 5,000.00
Rating agency fees................................................ 210,000.00
Trustee's fees and expenses....................................... 5,000.00
Printing.......................................................... 75,000.00
Miscellaneous..................................................... 3,169.19
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Total........................................................... 800,000.00
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317(b) of the California Corporations Code (the "Corporations Code")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any "proceeding" (as defined in Section 317(a)
of the Corporations Code), other than an action by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that such
person is or was a director, officer, employee or other agent of the corporation
(collectively, an "Agent"), against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with such
proceeding if the Agent acted in good faith and in a manner the Agent reasonably
believed to be in the best interest of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful.
Section 317(c) of the Corporations Code provides that a corporation shall
have power to indemnify any Agent who was or is a party or is threatened to be
made a party to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was an Agent, against expenses actually and reasonably
incurred by the Agent in connection with the defense or settlement of such
action if the Agent acted in good faith and in a manner such Agent believed to
be in the best interest of the corporation and its shareholders.
Section 317(c) further provides that no indemnification may be made
thereunder for any of the following: (i) in respect of any matter as to which an
Agent shall have been adjudged to be liable to the corporation, unless the court
in which such proceeding is or was pending shall determine that such Agent is
fairly and reasonably entitled to indemnity for expenses, (ii) amounts paid in
settling or otherwise disposing of a pending action without court approval and
(iii) expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.
Section 317(d) of the Corporations Code requires that an Agent be
indemnified against expenses actually and reasonably incurred to the extent the
Agent has been successful on the merits in the defense of proceedings referred
to in subdivisions (b) or (c) of Section 317.
Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
in the circumstances because the Agent has met the applicable standard of
conduct, by any of the following: (i) a majority vote of a quorum consisting of
directors who are not parties to
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the proceeding, (ii) if such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion, (iii) approval of the
shareholders, provided that any shares owned by the Agent may not vote thereon,
or (iv) the court in which such proceeding is or was pending.
Pursuant to Section 317(f) of the Corporations Code, the corporation may
advance expenses incurred in defending any proceeding upon receipt of an
undertaking by the Agent to repay such amount if it is ultimately determined
that the Agent is not entitled to be indemnified.
Section 317(h) provides, with certain exceptions, that no indemnification
shall be made under Section 317 where it appears that it would be inconsistent
with a provision of the corporation's articles, bylaws, a shareholder resolution
or an agreement which prohibits or otherwise limits indemnification, or where it
would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
Section 317(i) authorizes a corporation to purchase and maintain insurance
on behalf of an Agent for liabilities arising by reason of the Agent's status,
whether or not the corporation would have the power to indemnify the Agent
against such liability under the provisions of Section 317.
Reference is also made to Section 7 of the Underwriting Agreement among
Credit Suisse First Boston Corporation, as representative of the several
Underwriters, the Registrant and American Honda Finance Corporation (see Exhibit
1.1), which provides for indemnification of the Registrant under certain
circumstances.
Article IX of the Articles of Incorporation of the Registrant provides for
the indemnification of the directors of the Registrant to the fullest extent
permissible under California law.
Article IV, Section 4.01 of the Bylaws of the Registrant (see Exhibit 3.2)
requires that the Registrant indemnify, and, in certain instances, advance
expenses to, its agents, with respect to certain costs, expenses, judgments,
fines, settlements and other amounts incurred in connection with any proceeding,
to the full extent permitted by applicable law.
In addition, Article IV, Section 4.03 of the Bylaws of the Registrant
authorizes the Registrant to purchase and maintain insurance to the extent
provided by Section 3.17(i) of the Corporations Code.
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ITEM 16. EXHIBITS.
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1.1 Form of Underwriting Agreement*
3.1 Articles of Incorporation of American Honda Receivables Corp.*
3.2 Bylaws of American Honda Receivables Corp.*
4.1 Form of Pooling and Servicing Agreement among American Honda
Receivables Corp., as Seller, American Honda Finance Corporation, as
Servicer, and Bank of Tokyo - Mitsubishi Trust Company, as Trustee
(including forms of Class A and Class B Certificates and Servicer
Letter of Credit)*
4.2 Form of Standard Terms and Conditions of Pooling and Servicing
Agreement*
5.1 Opinion of Brown & Wood LLP with respect to legality*
8.1 Opinion of Brown & Wood LLP with respect to tax matters
10.1 Form of Receivables Purchase Agreement*
23.1 Consent of Brown & Wood LLP (included as part of Exhibit 5.1)*
23.2 Consent of Brown & Wood LLP (included as part of Exhibit 8.1)
24.1 Power of Attorney *
24.2 Power of Attorney for M. Yoshimi*
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*Previously filed
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(a) As to Rule 415:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) For purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) To provide to the Underwriters at the closing date specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to provide prompt delivery to
each purchaser.
(d) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of such Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(e) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act will be deemed to be part of this registration
statement as of the time it was declared effective.
(f) For purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus will be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 4 to
the Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Torrance and State of
California, on the 24th day of July, 1997.
AMERICAN HONDA RECEIVABLES CORP.
By: /s/ JOHN I. WEISICKLE
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John I. Weisickle
SECRETARY-TREASURER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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* Director and President
- ------------------------------ (Principal Executive July 24, 1997
Y. Kohama Officer)
Director and Secretary-
/s/ JOHN I. WEISICKLE Treasurer (Principal
- ------------------------------ Financial and July 24, 1997
John I. Weisickle Accounting Officer)
*
- ------------------------------ Director July 24, 1997
M. Yoshimi
*
- ------------------------------ Director July 24, 1997
D. Cullen
*
- ------------------------------ Director July 24, 1997
S. Ulm
*By: /s/ JOHN I. WEISICKLE
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John I. Weisickle
ATTORNEY-IN-FACT
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
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1.1 Form of Underwriting Agreement*
3.1 Articles of Incorporation of American Honda Receivables Corp.*
3.2 Bylaws of American Honda Receivables Corp.*
4.1 Form of Pooling and Servicing Agreement among American Honda Receivables Corp., as Seller,
American Honda Finance Corporation, as Servicer, and Bank of Tokyo - Mitsubishi Trust
Company, as Trustee (including forms of Class A and Class B Certificates and Servicer
Letter of Credit)*
4.2 Form of Standard Terms and Conditions of Pooling and Servicing Agreement*
5.1 Opinion of Brown & Wood LLP with respect to legality*
8.1 Opinion of Brown & Wood LLP with respect to tax matters
10.1 Form of Receivables Purchase Agreement*
23.1 Consent of Brown & Wood LLP (included as part of Exhibit 5.1)*
23.2 Consent of Brown & Wood LLP (included as part of Exhibit 8.1)
24.1 Power of Attorney *
24.2 Power of Attorney for M. Yoshimi*
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*Previously filed
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EXHIBIT 8.1
July 24, 1997
American Honda Receivable Corp.
700 Van Ness Avenue
Torrance, California 90501
Re: Honda Auto Receivables 1997-A Grantor Trust
Asset Backed Certificates, Class A
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Dear Sirs:
We have acted as counsel to American Honda Receivables Corp., a
California corporation (the "Company") and a wholly owned subsidiary of
American Honda Finance Corporation ("American Honda"). You have asked our
opinion in connection with certain federal income tax matters arising under
the Company's Registration Statement on form S-3 (No. 333-18095), including
Amendment Nos. 1, 2 and 3 thereto (the Registration Statement and Amendments
Nos. 1 and 2 were initially filed on Form S-1) (collectively, the "Registration
Statement"), filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended.
As such counsel, we have examined the following (collectively, the
"Documents"):
1. The Registration Statement;
2. The Articles of Incorporation and Bylaws of the Company and
American Honda, in each case as now in effect;
3. The form of Pooling and Servicing Agreement to be dated as of
July 1, 1997 (the "Agreement"), among the Company, as seller, American Honda,
as servicer (in such capacity, the "Servicer"), and Bank of Tokyo-Mitsubishi
Trust Company, as a trustee (the "Trustee''); and
4. The form of Receivables Purchase Agreement to be dated as of July
1, 1997 (the "Receivables Purchase Agreement"), between the American Honda and
the Company and filed as an exhibit to the Registration Statement.
We understand that the structure of the proposed transaction is as set
forth in the proposed transaction is as set forth in the Registration
Statement. Pursuant to the Receivables Purchaser Agreement, American Honda
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will transfer retail installment sale contracts secured by the new Honda and
Acura motor vehicles financed thereby (the "Receivables") generated in the
ordinary course of its business to the Company. The company will in turn
transfer the Receivables to the Honda Auto Receivables 1997-A Grantor Trust
(the "Trust") which will be formed pursuant to the Pooling and Servicing
Agreement and will cause Asset Backed Certificates (the "Certificates") to be
issued thereunder. The Certificates will represent undivided interests in the
assets of the Trust and will consist of one class of senior certificates (the
"Class A Certificates") and one class of subordinated certificates (the
"Class B Certificates"). The Company will sell the Class A Certificates to
Credit Suisse First Boston Corporation, who in turn will sell the Class A
Certificates to investors. Initially, the Company will retain the Class B
Certificates. The Trustee will hold legal title to the Receivables and other
assets of the Trust for the benefit of the Certificateholders, but will have
no power to reinvest proceeds attributable to the Receivables or other assets
of the Trust or to vary investments in the Trust in any manner.
In rendering this opinion, we have relied, as to factual matters,
solely upon the Registration Statement and on representations of the Servicer
that, among other things, the Servicing Fee to be received by the Servicer
pursuant to the Pooling and Servicing Agreement will be an ordinary and
customary charge for the performance of management and servicing functions
described in the Pooling and Servicing Agreement and that the terms of the
Receivables Purchase Agreement and the Pooling and Servicing Agreement are
fair and arm's-length. Our opinion is subject to the qualification that facts
materially different from those set forth above may affect the opinion as
expressed herein or prevent us from rendering this opinion. Capitalized terms
used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.
In addition, we have made such investigations of such matters of law as
we deemed appropriate as a basis for the opinion expressed below. Further, we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals. Our opinion is also based on the
assumption that there are no agreements or understanding with respect to the
transactions contemplated in the Documents other than those contained in the
Documents.
On the the basis of the foregoing and in reliance thereon and our
consideration of such other matters of fact and questions of law as we have
deemed necessary, we confirm (1) our opinion set forth in the Registration
Statement under the heading "Federal Income Tax Consequences" and (2) that,
subject to the qualifications set forth therein, the discussion set forth in
the Registration Statement under such heading is an accurate summary of the
United States federal income tax matters described therein.
The opinion set forth herein is based on the exiting provisions of the
Code and Treasury regulations issued or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing
case law, any of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal
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conclusions on which such opinion is based. The opinion expressed herein is
limited as described above, and we do not express an opinion on any other
legal or income tax aspect of the transactions contemplated by the Documents
relating to the transaction.
In rendering the foregoing opinion, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of changes in the event that
there is any change in legal authorities, facts, assumptions or Documents
pursuant to any opinion of counsel or a waiver, or any inaccuracy in any of
the representations, warranties or assumptions upon which we have relied in
rendering this opinion, unless we are specifically engaged to do so.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement under the captions "Federal Income Tax Consequences" and "Legal
Matters".
Very truly yours,
/s/ BROWN & WOOD LLP
