Attached files
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EX-5.1 - EX-5.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex5d1.htm |
EX-4.2 - EX-4.2 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex4d2.htm |
EX-8.1 - EX-8.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex8d1.htm |
EX-4.1 - EX-4.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex4d1.htm |
EX-1.1 - EX-1.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex1d1.htm |
EX-10.3 - EX-10.3 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex10d3.htm |
EX-10.2 - EX-10.2 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex10d2.htm |
EX-10.1 - EX-10.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a11-21171_6ex10d1.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): August 4, 2011
Harley-Davidson Customer Funding Corp.
(Exact name of Depositor as specified in its charter)
Harley-Davidson Credit Corp.
(Exact name of Sponsor as specified in its charter)
Harley-Davidson Motorcycle Trust 2011-1
(Exact name of Issuing Entity as specified in its charter)
Delaware |
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333-157910-06 |
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38-6992702 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
c/o Wilmington Trust Company |
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1100 North Market Street |
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Wilmington, Delaware |
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19890-1605 |
(Address of principal executive offices) |
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(Zip Code) |
(302) 636-6000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On August 4, 2011, the registrant and Harley-Davidson Credit Corp. (HDCC) entered into an Underwriting Agreement with Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters (collectively, the Underwriters), for the issuance and sale of certain asset backed notes of Harley-Davidson Motorcycle Trust 2011-1 (the Trust) in the following classes: Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, and Class B (collectively, the Offered Notes). The Trust will also issue Class C Notes (the Class C Notes and together with the Offered Notes, the Notes) which will not be sold to the Underwriters and instead will be acquired by the registrant or one of its affiliates. The Notes have an aggregate principal amount of $600,000,000. 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. 333-157910). It is expected that the Notes will be issued on or about August 12, 2011.
The Underwriting Agreement is attached as Exhibit 1.1.
Item 8.01. Other Events
The Notes will be offered pursuant to a final Prospectus Supplement dated August 4, 2011.
This Current Report on Form 8-K is being filed to file the opinions of Winston & Strawn LLP and copies of the agreements executed or to be executed in connection with the issuance of the Notes listed in Item 9.01(d). The agreements are being filed to satisfy certain undertakings to file copies of certain agreements to be executed in connection with the issuance of the Notes.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Not applicable
(d) Exhibits:
Exhibit No. |
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Document |
1.1 |
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Underwriting Agreement dated August 4, 2011 among Harley-Davidson Customer Funding Corp. (CFC), HDCC and Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters. |
4.1 |
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Trust Agreement to be dated as of July 1, 2011 between CFC and Wilmington Trust Company |
4.2 |
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Indenture to be dated as of August 1, 2011 between the Trust and The Bank of New York Mellon Trust Company, N.A. (the Indenture Trustee) |
5.1 |
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Opinion of Winston & Strawn LLP, dated as of August 4, 2011, as to legality. |
8.1 |
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Opinion of Winston & Strawn LLP, dated as of August 4, 2011, as to certain tax matters. |
10.1 |
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Transfer and Sale Agreement to be dated as of August 1, 2011 between HDCC and CFC |
10.2 |
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Sale and Servicing Agreement to be dated as of August 1, 2011 among the Trust, CFC, HDCC, and the Indenture Trustee |
10.3 |
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Administration Agreement to be dated as of August 1, 2011 among the Trust, HDCC, CFC and the Indenture Trustee |
23.1 |
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Consent of Winston & Strawn LLP (included in Exhibits 5.1 and 8.1) |
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.
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HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | ||
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By: |
/s/ James Darrell Thomas | |
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Name: |
James Darrell Thomas |
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Title: |
Vice President, Treasurer & Assistant Secretary |
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August 8, 2011 |
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EXHIBIT INDEX
Exhibit No. |
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Document |
1.1 |
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Underwriting Agreement dated August 4, 2011 among Harley-Davidson Customer Funding Corp. (CFC), HDCC and Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters. |
4.1 |
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Trust Agreement to be dated as of July 1, 2011 between CFC and Wilmington Trust Company |
4.2 |
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Indenture to be dated as of August 1, 2011 between the Trust and The Bank of New York Mellon Trust Company, N.A. (the Indenture Trustee) |
5.1 |
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Opinion of Winston & Strawn LLP, dated as of August 4, 2011, as to legality. |
8.1 |
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Opinion of Winston & Strawn LLP, dated as of August 4, 2011, as to certain tax matters. |
10.1 |
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Transfer and Sale Agreement to be dated as of August 1, 2011 between HDCC and CFC |
10.2 |
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Sale and Servicing Agreement to be dated as of August 1, 2011 among the Trust, CFC, HDCC, and the Indenture Trustee |
10.3 |
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Administration Agreement to be dated as of August 1, 2011 among the Trust, HDCC, CFC and the Indenture Trustee |
23.1 |
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Consent of Winston & Strawn LLP (included in Exhibits 5.1 and 8.1) |