8-K 1 a38323.txt HYUNDAI ABS FUNDING CORPORATION 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) September 1, 2004 ----------------- Hyundai ABS Funding Corporation ------------------------------------------------------------------------------- as Depositor to the Issuer described herein (Exact Name of Registrant as Specified in Charter) Delaware 333-108545 33-0978453 -------- ---------- ---------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation) File Number) Identification No.)
10550 Talbert Avenue, Fountain Valley, California 92708 ------------------------------------------------- ----- (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 2 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 ---------- ------- 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
3 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)
4 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 -------------------- Name: David A. Hoeller Title: Vice President & Secretary 5 EXHIBIT INDEX
Exhibit No. Exhibit ----------- ------- 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)
6 STATEMENT OF DIFFERENCES The section symbol shall be expressed as....................................'SS'