-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHwBn9CD7m9ymkrIszc5LwsrRCVN72hOQB/7s1KbinEh7vbKko9Jnsi0VoEDI/0B bPe04xRLmwzJ3bOHhEI43w== 0000950136-06-008452.txt : 20061010 0000950136-06-008452.hdr.sgml : 20061009 20061010104202 ACCESSION NUMBER: 0000950136-06-008452 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061004 ITEM INFORMATION: Change of Servicer or Trustee FILED AS OF DATE: 20061010 DATE AS OF CHANGE: 20061010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Honda Auto Receivables 2005-3 Owner Trust CENTRAL INDEX KEY: 0001329591 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-104875-06 FILM NUMBER: 061136015 BUSINESS ADDRESS: STREET 1: 700 VAN NESS AVENUE STREET 2: C/O AMERICAN HONDA RECIEVABLES CORP CITY: TORRANCE STATE: CA ZIP: 90501 BUSINESS PHONE: 3107814318 MAIL ADDRESS: STREET 1: P O BOX 2295 CITY: TORRANCE STATE: CA ZIP: 90509-2295 8-K 1 file1.htm


                                  UNITED STATES
                       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):
                                 OCTOBER 4, 2006

                                   ----------

                                  333-104875-06
                   (COMMISSION FILE NUMBER OF ISSUING ENTITY)

                    HONDA AUTO RECEIVABLES 2005-3 OWNER TRUST
               (EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)

                                   333-104875
                      (COMMISSION FILE NUMBER OF DEPOSITOR)

                        AMERICAN HONDA RECEIVABLES CORP.
              (EXACT NAME OF DEPOSITOR AS SPECIFIED IN ITS CHARTER)

                       AMERICAN HONDA FINANCE CORPORATION
               (EXACT NAME OF SPONSOR AS SPECIFIED IN ITS CHARTER)

                                   ----------

                DELAWARE                               20-6545769
      (STATE OR OTHER JURISDICTION                   (I.R.S EMPLOYER
            OF INCORPORATION)                      IDENTIFICATION NO.)

    AMERICAN HONDA RECEIVABLES CORP.
          20800 MADRONA AVENUE
              TORRANCE, CA                                90503
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 972-2511

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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 (see General Instruction A.2. below):

[_]  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))

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ITEM 6.02. CHANGE OF SERVICER OR TRUSTEE.

          On October 1, 2006, the sale by JPMorgan Chase Bank, N.A. of select
portions of the corporate trust business, including municipal and corporate and
structured finance trusteeships, to The Bank of New York was closed. As a result
of this sale, on October 4, 2006 The Bank of New York became the successor owner
trustee pursuant to the terms and conditions set forth in the Amended and
Restated Trust Agreement dated June 14, 2005 (the "Trust Agreement") between
American Honda Receivables Corp., as depositor (the "Depositor"), and Chase
Bank USA, National Association, as owner trustee. Because The Bank of New York
is also currently acting as indenture trustee for this issuer pursuant to the
Indenture dated as of June 1, 2005 between Honda Auto Receivables 2005-3 Owner
Trust, as issuer, and The Bank of New York, as indenture trustee, the depositor
has elected to replace The Bank of New York as owner trustee with U.S. Bank
Trust National Association ("U.S. Bank" or the "Owner Trustee") in order to
avoid potential violation of certain provisions of the Trust Indenture Act of
1939. U.S. Bank was appointed as Owner Trustee pursuant to the terms of an
Agreement of Resignation, Appointment and Acceptance dated as of October 6, 2006
(the "Appointment Agreement") among U.S. Bank, The Bank of New York and the
Depositor.

          U.S. Bank is a national banking association and a wholly owned
subsidiary of U.S. Bancorp. U.S. Bank has provided owner trustee services since
the year 2000. As of March 31, 2006, U.S. Bank was acting as owner trustee with
respect to over 140 issuances of securities. This portfolio includes
mortgage-backed and asset-backed securities. U.S. Bank has acted as owner
trustee of automotive receivables asset-backed securities since 2000. As of
March 31, 2006, U.S. Bank was acting as owner trustee on 19 issuances of
automotive receivables asset-backed securities.

          The Owner Trustee is required to perform only those duties
specifically required of it under the Trust Agreement. In addition to making
distributions to the certificateholders, those duties generally are limited to
the receipt of the various certificates, reports or other instruments required
to be furnished to the Owner Trustee under the Trust Agreement, in which case it
will only be required to examine them to determine whether they conform to the
requirements of the Trust Agreement. The Owner Trustee shall not be charged with
knowledge of a failure by the servicer to perform its duties under the Trust
Agreement or related transaction documents, which failure constitutes a servicer
default, unless a responsible officer of the Owner Trustee obtains actual
knowledge of the failure as specified in the Trust Agreement. The Owner Trustee
will be under no obligation to exercise any of the rights or powers vested in it
by the Trust Agreement or to make any investigation of matters arising under the
Trust Agreement or to institute, conduct or defend any litigation under the
Trust Agreement or in relation thereto at the request, order or direction of any
of the certificateholders, unless those certificateholders have offered to the
Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee
against the costs, expenses and liabilities that may be incurred by the Owner
Trustee in connection with the exercise of those rights. Furthermore, pursuant
to the Appointment Agreement, the Owner Trustee shall have no liability for acts
that may have occurred in connection with the role of the owner trustee prior to
the appointment of the Owner Trustee.

          The Owner Trustee may resign at any time, in which event the servicer
will be obligated to appoint a successor thereto. The servicer may also remove
the Owner Trustee if it ceases to be eligible to continue as trustee under the
Trust Agreement, becomes legally unable to act or becomes insolvent. In those
circumstances, the servicer will be obligated to appoint a successor Owner
Trustee. Any resignation or removal of the Owner Trustee and appointment of a
successor thereto will not become effective until acceptance of the appointment
by the successor.

          The Owner Trustee will be entitled to indemnification by American
Honda Finance Corporation (as administrator on behalf of the issuer) and the
issuer for, and will be held harmless against, any loss, liability, fee,
disbursement or expense (including expenses due to the Owner Trustee's removal
and/or replacement in accordance with the Trust Agreement) incurred by the Owner
Trustee not resulting from its own willful misfeasance, bad faith or gross
negligence (other than by reason of a breach of any of its representations or
warranties set forth in the Trust Agreement). Expenses incurred due to the
replacement The Bank of New York by U.S. Bank as Owner Trustee will be paid by
American Honda Finance Corporation, as administrator on behalf of the issuer, in
accordance with the Trust Agreement.


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                                   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 hereunto duly authorized.

                                       HONDA AUTO RECEIVABLES 2005-3 OWNER TRUST
                                       BY: AMERICAN HONDA FINANCE CORPORATION,
                                       AS SERVICER


                                       By: /s/ Paul C. Honda
                                           -------------------------------------
                                           Paul C. Honda
Date: October 6, 2006                      Assistant Vice President


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