HARLEY DAVIDSON CUSTOMER FUNDING CORP - FORM 8-K - November 10, 2011

 

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): November 9, 2011

 

Harley-Davidson Customer Funding Corp.

(Sponsor and Depositor)

 

Harley-Davidson Motorcycle Trust 2011-2

(Issuing Entity)

 

 

 

(302) 636-6000

(Registrant’s 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 6.05.                                        Securities Act Updating Disclosure

 

On November 9, 2011, Harley-Davidson Motorcycle Trust 2011-2 (the “Trust”) issued $109,000,000 of 0.38913% Class A-1 Motorcycle Contract Backed Notes (the “Class A-1 Notes”), $195,000,000 of 0.71% Class A-2 Motorcycle Contract Backed Notes (the “Class A-2 Notes”), $131,000,000 of 1.11% Class A-3 Motorcycle Contract Backed Notes (the “Class A-3 Notes”), $63,800,000 of 1.47% Class A-4 Motorcycle Contract Backed Notes (the “Class A-4 Notes”), $26,200,000 of 2.21% Class B Motorcycle Contract Backed Notes (the “Class B Notes”), and $23,027,000 of 2.60% Class C Motorcycle Contract Backed Notes (the “Class C Notes”).  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes (collectively, the “Class A Notes”), and the Class B Notes were offered, and the Class A Notes and $14,500,000 of the Class B Notes were sold pursuant to the Prospectus dated October 27, 2011 (the “Prospectus”) and Prospectus Supplement dated November 2, 2011 (the “Prospectus Supplement”) filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5), each relating to registration statement number 333-157910.  The unsold portion of the Class B Notes were acquired by the depositor, Harley-Davidson Customer Funding Corp.  The Class C Notes were not offered pursuant to the Prospectus and Prospectus Supplement and were acquired by the depositor, Harley-Davidson Customer Funding Corp.

 

Set forth below is information as of October 31, 2011, the “cutoff date” (except as otherwise noted), regarding the characteristics of the final pool of contracts transferred to the Trust on November 9, 2011.

 

COMPOSITION OF THE

POOL OF CONTRACTS

(AS OF THE CUTOFF DATE)

 

Aggregate Principal Balance		$575,659,411.15
Number of Contracts		45,535
Average Principal Balance		$12,642.13
Weighted Average Contract Interest Rate		11.178%
(Range)		1.000% to 25.990%
Weighted Average Original Term (in months)		71
(Range)		24 to 84
Weighted Average Remaining Term (in months)		64
(Range)		3 to 84
Weighted Average FICO® Score(1)		714
FICO® Score less than 640(2) (3)		14.58%
FICO® Score not available(3)		0.08%
No Down Payment(3)		10.24%
Down Payment less than 10%(3) (4)		6.29%
Used Motorcycle at Origination(3)		33.65%

 

(1)	As of origination. Weighted Average FICO® Score is calculated excluding contracts for which no FICO® score was available.
(2)	Excludes contracts for which no FICO® score was available.
(3)	As a percentage of aggregate principal balance of the pool of contracts.
(4)	Does not include contracts with down payments not more than $200 less than 10% of the sales price of the motorcycle and related parts and accessories. Excludes contracts with no down payment.

 

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GEOGRAPHIC CONCENTRATION

OF THE POOL OF CONTRACTS

(AS OF THE CUTOFF DATE)

 

State		Principal Balance Concentration
Texas		11.69	%
California		7.34	%
Florida		6.38	%
Illinois		5.36	%
Ohio		5.04	%

 

No other state represented more than 5.00% of the aggregate principal balance of the pool of contracts as of the cutoff date.

 

The pool of contracts has the following characteristics:

 

·                  the last scheduled payment of each contract as of the Cutoff date is due no later than September 26, 2018;

 

·                  100% of the aggregate principal balance of the pool of contracts has made at least one payment by the cutoff date or has a first scheduled payment date no later than January 19, 2012;

 

·                  approximately 66.35% of the aggregate principal balance of the pool of contracts as of the cutoff date is attributable to loans to purchase motorcycles which were new, and approximately 33.65% is attributable to loans to purchase motorcycles which were used at the time the related contract was originated;

 

·                  approximately 99.41% of the aggregate principal balance of the pool of contracts as of the cutoff date is attributable to loans to purchase motorcycles manufactured by Harley-Davidson, approximately 0.05% of the aggregate principal balance of the pool of contracts as of the cutoff date is attributable to loans to purchase motorcycles manufactured by Buell and approximately 0.53% of the aggregate principal balance of the pool of contracts as of the cutoff date is attributable to loans to purchase motorcycles not manufactured by Harley-Davidson or Buell;

 

·                  all contracts in the pool have a contract interest rate of at least 1.000% per annum and not more than 25.990% per annum and the weighted average contract interest rate of the pool of contracts as of the cutoff date is approximately 11.178% per annum (see Table 1 in Exhibit 99.1);

 

·                  the contracts in the pool have remaining terms as of the cutoff date of at least 3 months but not more than 84 months and original terms of at least 24 months but not more than 84 months;

 

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·                  the contracts in the pool have a weighted average remaining term to scheduled maturity as of the cutoff date of approximately 64 months, and a weighted average term to scheduled maturity as of origination of approximately 71 months (see Tables 2 and 3 in Exhibit 99.1);

 

·                  the average principal balance per contract in the pool as of the cutoff date was approximately $12,642.13, and the principal balances on the contracts in the pool as of the cutoff date ranged from $502.65 to $51,595.93 (see Table 4 in Exhibit 99.1);

 

·                  the contracts in the pool arise from loans to obligors located in the United States, the U.S. Territories and military bases, and with respect to the contracts, constitute the following approximate amounts expressed as a percentage of the aggregate principal balance of the contracts in the pool as of the cutoff date: 11.69% in Texas, 7.34% in California, 6.38% in Florida, 5.36% in Illinois and 5.04% in Ohio (see Table 5 in Exhibit 99.1).  No other geographic location represented more than 5.00% of the aggregate principal balance of the contracts in the pool as of the cutoff date; and

 

·                  the weighted average FICO® score of obligors for which a FICO® score was obtained in respect of the pool of contracts as of origination was approximately 714, and the FICO® scores of obligors of the contracts in the pool as of origination ranged from 510 to 850 (see Table 6 in Exhibit 99.1).

 

Certain contracts will have been originated under one of the following incentive financing programs offered by Eaglemark Savings Bank or the seller in connection with the retail purchase of new or used Harley-Davidson® motorcycles or Buell® motorcycles:

 

·                  no down payment;

 

·                  deferred first payment, in which the first payment on a contract is deferred generally for a period of up to 210 days and no interest accrues under such contract for a period up to 180 days;

 

·                  no down payment and deferred first payment (as described above);

 

·                  low contract interest rate;

 

·                  no down payment and low contract interest rate; and

 

·                  certain other financing programs.

 

Contracts originated under a no down payment financing program constituted approximately 14.86% of the aggregate principal balance of the contracts in the pool as of the cutoff date (which may include a no down payment offer in conjunction with another incentive financing program).  While such contracts are originated under a no down payment financing option, some obligors elect to make a down payment.  Contracts originated under a promotional rate program constituted approximately 19.33% of the aggregate principal balance of the contracts in the pool as of the cutoff date (which may include a promotional rate offer in conjunction with another incentive financing program).  No other incentive financing program represented more than 1.05% of the aggregate principal balance of the contracts in the pool as of the cutoff date.

 

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The tables attached hereto as Exhibit 99.1 describe the following characteristics of the pool of contracts as of the cutoff date:  the distribution by contract interest rate, the distribution by remaining term to maturity, the distribution by original term to maturity, the distribution by current balance, the geographic distribution and the distribution by FICO® score (which scores are as of the date of contract origination).

 

Item 8.01.             Other Events

 

Final execution copies of the agreements listed below as exhibits to this Current Report on Form 8-K are being filed to satisfy certain undertakings to file copies of certain agreements executed in connection with the issuance of the above-described 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.		Document
4.1		Trust Agreement dated as of October 15, 2011 between Harley-Davidson Customer Funding Corp. (“CFC”) and Wilmington Trust Company
4.2		Indenture dated as of November 1, 2011 between the Trust and The Bank of New York Mellon Trust Company, N.A. (the “Indenture Trustee”)
10.1		Transfer and Sale Agreement dated as of November 1, 2011 between Harley-Davidson Credit Corp. (“HDCC”) and CFC
10.2		Sale and Servicing Agreement dated as of November 1, 2011 among the Trust, CFC, HDCC, and the Indenture Trustee
10.3		Administration Agreement dated as of November 1, 2011 among the Trust, HDCC, CFC and the Indenture Trustee
99.1		Tables showing the following characteristics of the pool of contracts as of October 31, 2011 (the “cutoff date”): the distribution by contract interest rate, the distribution by remaining term to maturity, the distribution by original term to maturity, the distribution by current balance, the geographic distribution and the distribution by FICO® score (which scores are as of the date of contract origination)

 

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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.

 

	HARLEY-DAVIDSON CUSTOMER FUNDING CORP.
		By:	/s/ James Darrell Thomas
			Name: James Darrell Thomas
			Title: Vice President, Treasurer and Assistant Secretary

 

 

November 10, 2011

 

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EXHIBIT INDEX

 

Exhibit No.		Document
4.1		Trust Agreement dated as of October 15, 2011 between Harley-Davidson Customer Funding Corp. (“CFC”) and Wilmington Trust Company
4.2		Indenture dated as of November 1, 2011 between the Trust and The Bank of New York Mellon Trust Company, N.A. (the “Indenture Trustee”)
10.1		Transfer and Sale Agreement dated as of November 1, 2011 between Harley-Davidson Credit Corp. (“HDCC”) and CFC
10.2		Sale and Servicing Agreement dated as of November 1, 2011 among the Trust, CFC, HDCC, and the Indenture Trustee
10.3		Administration Agreement dated as of November 1, 2011 among the Trust, HDCC, CFC and the Indenture Trustee
99.1		Tables showing the following characteristics of the pool of contracts as of October 31, 2011 (the “cutoff date”): the distribution by contract interest rate, the distribution by remaining term to maturity, the distribution by original term to maturity, the distribution by current balance, the geographic distribution and the distribution by FICO® score (which scores are as of the date of contract origination)

 

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