**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**ANNUALREPORTON**

 

**FORM 10-K**

 

**Pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934**

 
| **For the fiscal year ended  March 31, 2004** |   | **Commission file numbers 033-72806,  333-  74069, 333-45516** |
|----------------------------------------------------|--------|----------------------------------------------------------------|

 

**YamahaMotor Receivables Corporation**

(Exact name of registrant as specified in its charter)

 

**(Depositor with respect to the YamahaMotor Master Trust)**

 

**on behalf of**

 

**YAMAHAMOTOR MASTER TRUST**

 
| **Delaware**                                                     |   | **33-0592719**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization)  |   | (I.R.S. Employer  Identification No.) |
|                                                             |   |                                  |
| **6555  Katella Avenue, Suite A  Cypress, CA**                   |   | **90630**                             |
| (Address of principal executive offices)                         |   | (Zip Code)                            |
|                                                             |   |                                  |
| **(714) 761-7500**                                               |
| (Registrant’s telephone number, including area code)        |
|                                                             |   |                                  |
| Securities registered pursuant to Section 12(b) of the Act: |
| **None**                                                         |
| (Title of class)                                                 |
|                                                             |   |                                  |
| Securities registered pursuant to Section 12(g) of the Act: |
| **None**                                                         |
| (Title of class)                                                 |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    Yes   ý   No   o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10K   ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Exchange Act Rule12b-2).  Yes ý  No o

 

State the aggregatemarket value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.

 

NOT APPLICABLE.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

NOT APPLICABLE:  No annual report, proxy or informationstatement, or prospectus filed pursuant to Rule 424(b) or (c) under theSecurities Act of 1933, as amended (the “Securities Act”) is incorporated byreference.

 

 

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**YAMAHAMOTOR RECEIVABLES CORPORATION**

**(Depositor with respect to the YamahaMotor Master Trust)**

**on behalf of  the Yamaha Motor Master Trust**

 

**TABLE OF CONTENTS**

 
| PART I:                                                                                                                                                                                        |                                                                                       |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|--------|
| ITEM 1.                                                                                                                                                                                        | Business                                                                                   |   |
| ITEM 2.                                                                                                                                                                                        | Properties                                                                                 |   |
| ITEM 3.                                                                                                                                                                                        | Legal Proceedings                                                                          |   |
| ITEM 4.                                                                                                                                                                                        | Submission  of Matters to a Vote of Security Holders                                       |   |
| PART II:                                                                                                                                                                                       |                                                                                       |   |
| ITEM 5.                                                                                                                                                                                        | Market  for Registrant’s Common Equity and Related Stockholder Matters                |   |
| ITEM 6.                                                                                                                                                                                        | Selected  Financial Data                                                                   |   |
| ITEM 7.                                                                                                                                                                                        | Management’s  Discussion and Analysis of Financial Condition and Results of Operation |   |
| ITEM 7A                                                                                                                                                                                        | Quantitative  and Qualitative Disclosures About Market Risk                                |   |
| ITEM 8.                                                                                                                                                                                        | Financial  Statements and Supplementary Data                                               |   |
| ITEM 9.                                                                                                                                                                                        | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosures     |   |
| ITEM 9A.                                                                                                                                                                                       | Controls and  Procedures                                                                   |   |
| PART III:                                                                                                                                                                                      |                                                                                       |   |
| ITEM 10.                                                                                                                                                                                       | Directors  and Executive Officers of the Registrant                                        |   |
| ITEM 11.                                                                                                                                                                                       | Executive  Compensation                                                                    |   |
| ITEM 12.                                                                                                                                                                                       | Security  Ownership of Certain Beneficial Owners and Management                            |   |
| ITEM 13.                                                                                                                                                                                       | Certain  Relationships and Related Transactions                                            |   |
| ITEM 14.                                                                                                                                                                                       | Principal  Accounting Fees and Services                                                    |   |
| PART IV:                                                                                                                                                                                       |                                                                                       |   |
| ITEM 15.                                                                                                                                                                                            | Exhibits, Financial Statement Schedules,  and Reports on Form 8-K                          |   |
| Signatures                                                                                                                                                                                          |                                                                                       |
| Supplemental  Information to be Furnished With Reports Filed Pursuant to Section 15(d)  of the Act by Registrants Which Have Not Registered Securities Pursuant to  Section 12 of the Act |                                                                                       |
| Exhibit Index                                                                                                                                                                                       |                                                                                       |

 

2

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**PARTI.**

 

 

**ITEM 1.          BUSINESS.**

 

The registrant is awholly-owned subsidiary of Yamaha Motor Corporation, U.S.A., a Californiacorporation (“Yamaha”).  The registrantwas organized for limited purposes, which include purchasing receivables fromYamaha and transferring such receivables to third parties and any activitiesincidental to and necessary or convenient for the accomplishment of suchpurposes.

 

In accordance with suchbusiness purposes, the registrant formed Yamaha Motor Master Trust pursuant toa Master Pooling and Servicing Agreement, originally dated as of March 1,1994, which was amended and restated by an Amended and Restated Master Poolingand Servicing Agreement, dated as of May 1, 1999, among the registrant, astransferor, Yamaha, as servicer, and The Fuji Bank and Trust Company, which hasbeen succeeded by JPMorgan Chase Bank, a New York banking corporation formerlyknown as The Chase Manhattan Bank, as trustee (the “Trustee”).  GE Commercial Distribution FinanceCorporation, a Nevada corporation (the “Subservicer”)*,* performs certain servicingobligations with respect to the receivables pursuant to a Servicing Agreement,dated as of March 1, 1994, as amended by the First Amendment to ServicingAgreement, dated as of May 1, 1999, between Yamaha and the Subservicer and theSecond Amendment to Servicing Agreement, dated as of April 1, 2004,between Yamaha and the Subservicer.  TheSubservicer’s name was changed from ITT Commercial Finance Corp. to DeutscheFinancial Services Corporation on or about May 2, 1995 and from DeutscheFinancial Services Corporation to its current name on or about November 1,2002.

 

The trust’s assetsinclude wholesale receivables (the “Receivables”) generated from time to timein a portfolio of revolving financing arrangements and other inventoryfinancing arrangements (the “Accounts”) with dealers in motorized products

 

3

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manufactured by YamahaMotor Company, Ltd., Yamaha Motor Manufacturing Corporation of America andTennessee Watercraft, Inc. to finance their inventory and collections on theReceivables.  The trust, in turn, fromtime to time offers certificates representing undivided interests in the assetscontained in the trust.

 

As of March 31,2004, the trust had the following certificates outstanding that were registeredto holders other than the registrant:

 

Variable Funding Series1998-1, Class A Asset-Backed Certificates aggregating $175,500,000 (of apossible authorized amount, as of March 31, 2004, of up to$175,500,000(1));

Floating Rate Series1999-1, Class A Asset-Backed Certificates aggregating $200,000,000;

Floating Rate Series1999-1, Class B Asset-Backed Certificates aggregating $14,035,000;

Floating Rate Series2000-1, Class A Asset-Backed Certificates aggregating $171,000,000; and

Floating Rate Series2000-1, Class B Asset-Backed Certificates aggregating $12,000,000.

 

----

(1) As reported in registrant’s Form 8-K filed on April 5, 2004,the maximum authorized amount (defined in the transaction documents as theVariable Funding Series 1998 Class A Maximum Invested Amount), was increased to$250,000,000 on April 5, 2004.

 

As of March 31,2004, the trust had the following certificates outstanding that were registeredin the name of the registrant:

 

Variable Funding Series1998-1, Class B Asset-Backed Certificates aggregating $22,805,084.75 (of apossible authorized amount, as of March 31, 2004, of up to $22,805,085(2));

Floating Rate Series1999-1, Class C Asset-Backed Certificates aggregating $19,883,041;

Floating Rate Series2000-1, Class C Asset-Backed Certificates aggregating $17,000,000; and

Exchangeable TransferorCertificate representing a beneficial interest in the trust not evidenced bythe other certificates.

 

----

(2) As reported in registrant’s Form 8-K filed on April 5, 2004,the maximum authorized amount (defined in the transaction documents as theVariable Funding Series 1998 Class B Maximum Invested Amount), was increased to$32,485,875 on April 5, 2004.

 

Two series ofcertificates issued by the registrant are no longer outstanding.  The first such series was issued in 1994 andwas registered pursuant to a registration statement which went effective on orabout March 18, 1994 under File No. 033-72806.  The second such series was issued in 1995 and registered pursuantto a registration statement which went effective on or about October 20,1995 under File No. 33-94784.

 

The Series 1998-1certificates described above were privately placed and as of March 31,2004 had not been registered pursuant to the Securities Act.

 

The Series 1999-1, ClassA certificates and Series 1999-1, Class B certificates described above wereregistered pursuant to the registration statement which went effective May 14,1999 under File No. 333-74069.  Inaccordance with the terms of Series 1999-1 Supplement to Amended and RestatedMaster Pooling and Servicing Agreement, dated as of May 1, 1999, amongregistrant, Yamaha and the Trustee, registrant expects to pay (a) the Series1999-1, Class A certificates in full on June 15, 2004, and beginning onDecember 1, 2003, began accumulating collections in a principal fundingaccount for this purpose and (b) the Series 1999-1, Class B certificates infull on July 15, 2004, and will begin accumulating collections in aprincipal funding account during the month of June 2004, for this purpose.

 

The Series 2000-1, ClassA certificates and Series 2000-1, Class B certificates described above wereregistered pursuant to the registration statement which went effectiveNovember 21, 2000 under File No. 333-45516.

 

 

**ITEM 2.          PROPERTIES.**

 

The property of the trustconsists solely of the Receivables and the Accounts, collections thereon, andany related security interests or credit enhancements.  For information regarding property of thetrust and payments on the certificates, see the following items:

 

(a)                                  AggregateServicer’s Report for the fiscal year ended March 31, 2004, filed asExhibit 99.1 to this annual report on Form 10-K;

 

(b)                                 MonthlyServicer’s Certificates prepared by Yamaha with respect to the CollectionPeriods during the fiscal year ended March 31, 2004, which areincorporated by reference from the registrant’s Current Reports on Form 8-Kfiled

 

4

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with the Commission onthe dates specified below under File No. 033-72806:

 
| **Collection Period Ended** |   | **Filing  Date of Related Form 8-K** |
|-----------------------------|--------|--------------------------------------|
| April 30, 2003         |   | May 15, 2003                         |
| May 31, 2003                |   | June 16, 2003                   |
| June 30, 2003          |   | July 15, 2003                   |
| July 31, 2003          |   | August 15, 2003                 |
| August 31, 2003        |   | September 15, 2003              |
| September 30, 2003     |   | October 15, 2003                |
| October 31, 2003       |   | November 17, 2003               |
| November 30, 2003      |   | December 15, 2003               |
| December 31, 2003      |   | January 15, 2004                |
| January 31, 2004       |   | February 17, 2004               |
| February 29, 2004      |   | March 15, 2004                  |
| March 31, 2004         |   | April 15, 2004;                 |

 

(c)                                  AnnualServicer’s Certificate, with respect to the servicer’s activities during thefiscal year ended March 31, 2004, filed as Exhibit 99.2 to this annualreport on Form 10-K;

 

(d)                                 IndependentAccountant’s Report of Independent Accountants to the Servicer - Attestation onManagement’s Assertion About Compliance with the Servicing and AdministrationRequirements of the Amended and Restated Master Pooling and Servicing Agreement,during the period described therein (with Servicer’s Management’s Report onServicer’s Compliance Attached), filed as Exhibit 99.3 to this annual report onForm 10-K;

 

(e)                                  AnnualSubservicer’s Certificate, with respect to the Subservicer’s activities duringthe fiscal year ended March 31, 2004, filed as Exhibit 99.4 to this annualreport on Form 10-K; and

 

(f)                                    IndependentAccountant’s Report of Independent Accountants to the Subservicer – Attestationon Management’s Assertion About Compliance with the Servicing Requirements ofthe Servicing Agreement, during the period described therein (withSubservicer’s Management’s Report on Subservicer’s Compliance Attached), filedas Exhibit 99.5 to this annual report on Form 10-K.

 

 

**ITEM 3.          LEGAL PROCEEDINGS.**

 

The registrant knows ofno material pending legal proceedings with respect to the registrant, the trust(including its corpus), or involving the trust, the Trustee (in connection withits duties with respect to the trust), Yamaha (in connection with its dutieswith respect to the trust), or the Subservicer (in connection with its dutieswith respect to the trust), other than ordinary routine litigation incidentalto either the operation of the trust or the duties of the Trustee, Yamaha, orthe Subservicer with respect to the trust.

 

**ITEM 4.          SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS.**

 

As previously disclosedin the Form 8-K filed on April 5, 2004, under File No. 033-72806,registrant amended certain transaction documents.  In accordance with the Variable Funding Series 1998-1 transactiondocuments, the Variable Funding Series 1998-1 Certificateholders were requiredto consent to changes to those transaction documents, and did consent to suchamendments.

 

 

**PARTII**

 

 

 

**ITEM 5.          MARKETFOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**

 

(a)                                  Tothe knowledge of the registrant, there is no established public trading marketfor the certificates.

 

(b)                                 Asof May 27, 2004:

 

(1)          the Series 1998-1, ClassA certificates were held in certificated form by one holder of record;

 

(2)          the Series 1998-1, ClassB certificates were held in certificated form by the registrant as the soleholder of record;

 

(3)          the Class A and Class Bcertificates of Series 1999-1 and 2000-1 were held in book-entry form throughthe facilities of The Depository Trust Company (“DTC”), a “clearing agency”registered pursuant to the provisions of Section

 

5

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17A of the SecuritiesExchange Act of 1934, as amended.  Alloutstanding definitive Class A and Class B Certificates of Series 1999-1 and2000-1 are held by CEDE and Co., the nominee of DTC;

 

(4)          there were five holdersof record (i.e. direct participants in the DTC system listed by DTC as holdingpositions in such certificates) of the Series 1999-1, Class A certificates;

 

(5)          there were two suchholders of record of the Series 1999-1, Class B certificates;

 

(6)          there were six suchholders of record of the Series 2000-1, Class A certificates;

 

(7)          there were six suchholders of record of the Series 2000-1, Class B certificates; and

 

(8)          the Class C certificatesof Series 1999-1 and Series 2000-1 were held in certificated form by theregistrant as the sole holder of record.

 

(c)                                  Sincethe trust pays no dividends with respect to the certificates, the informationrequired by Item 201(c) of Regulation S-K regarding dividends is inapplicableto the trust.

 

 

**ITEM 6.          SELECTEDFINANCIAL DATA.**

 

NOT APPLICABLE.

 

**ITEM 7.****                             MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.**

 

NOT APPLICABLE.

 

**ITEM 7A.       QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.**

 

NOT APPLICABLE.

 

**ITEM 8.          FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA.**

 

NOT APPLICABLE.

 

**ITEM 9.****                             CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.**

 

Nothing to report.

 

**ITEM 9A.       CONTROLSAND PROCEDURE.**

 

NOT APPLICABLE.  Disclosure not required of an Asset-BackedIssuer, per Items 307 and 308 of Regulation S-K.

 

 

**PARTIII**

 

 

**ITEM 10.       DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT.**

 

NOT APPLICABLE.

 

**ITEM 11.       EXECUTIVECOMPENSATION.**

 

NOT APPLICABLE.

 

**ITEM 12.       SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**

 

While some holders ofrecord hold more than 5% of the invested amount of the certificates of theirclass, the certificates do not constitute “voting securities” within themeaning of Item 403 of Regulation S-K. As a result, the information requested by Item 403(a) isinapplicable.  Because the trust has noofficers or directors and “control” within the usual meaning of Item 403 is not

 

6

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applicable with respectto the trust, the information requested by Items 403(b) and 403(c) is alsoinapplicable.

 

**ITEM 13.       CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS.**

 

NOT APPLICABLE.

 

**ITEM 14.       PRINCIPALACCOUNTING FEES AND SERVICES.**

 

NOT APPLICABLE.  The registrant is an Asset-Backed Issuerwithin the meaning of Rule 15d-14(g) under the Securities Exchange Act of 1934,as amended.

 

**PARTIV.**

 

**ITEM 15****.       EXHIBITS, FINANCIAL STATEMENTS, SCHEDULESAND REPORT ON FORM 8-K.**

 

(a)(1)  and (a)(2)                                   FinancialStatements:

 

NOT APPLICABLE.

 

(a)(3)  Exhibits: See subparagraph (c) below.

 

(b)                                 Reportson Form 8-K.

 

The registrant has filedthe reports on Form 8-K for each month during the fiscal year endedMarch 31, 2004, described under clause (b) in “Item 2 – Properties” ofthis annual report on Form 10-K.  Suchreports were responses to Item 5 of Form 8-K that provided a Monthly Servicer’sCertificate as an Exhibit to each such Form 8-K.  The registrant also filed a report on Form 8-K on April 5,2004, under File No. 033-72806 in response to Item 5 of Form 8-K regarding theamendments specified in Exhibits 3.1, 4.3, 4.5, 4.8, 10.3, 10.6, Amendment No.2 to Certificate Purchase Agreement, dated as of April 1, 2004, amongregistrant, Delaware Funding Company, LLC, JPMorgan Chase Bank, as agent onbehalf of the conduit paper holder and the purchaser banks, Yamaha and JPMorganChase Bank, as trustee, and Amendment No. 8 to Series 1998-1 Supplement, amongregistrant, Yamaha and JPMorgan Chase Bank, as trustee.

 

(c)                                  Exhibits.

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                                                                                                                |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2                   |   | Plan of Acquisition,  Reorganization, Arrangement, Liquidation or Succession:  NOT APPLICABLE.                                                                                                                                                                                            |
| 3.1                 |   | Second Amended and  Restated Certificate of Incorporation for Yamaha Motor Receivables  Corporation (Incorporated by Reference to Exhibit 5.1 of Form 8-K filed  April 5, 2004, under File No. 033-72806).                                                                                |
| 3.2                 |   | By-laws of Yamaha Motor  Receivables Corporation (Incorporated by Reference to Exhibit 3.2 of Form  10-K filed June 30, 2003, under File No. 033-72806).                                                                                                                                  |
| 4.1                 |   | Amended and Restated  Master Pooling and Servicing Agreement, dated as of May 1, 1999, among Yamaha  Motor Receivables Corporation, Yamaha Motor Corporation, U.S.A., and the  Trustee (Incorporated by Reference to Exhibit 4.1 of Amendment No. 1 to  Registration Statement No. 333-74069). |
| 4.2                 |   | First Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  November 19, 1999 (Incorporated by Reference to Exhibit 10.6 of Amendment  No. 1 to Registration Statement No. 333-45516).                                                              |
| 4.3                 |   | Second Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  April 1, 2004 (Incorporated by reference to****Exhibit 5.2 of Form 8-K  filed April 5, 2004, under File No. 033-72806).                                                           |
| 4.4                 |   | Series 2000-1  Supplement to Amended and Restated Master Pooling and Servicing Agreement,  dated as of December 7, 2000 (Incorporated by Reference to Exhibit 4.2  of Form 10-K filed June 30, 2003, under File No. 033-72806).                                                      |
| 4.5                 |   | Amendment No. 1 to  Series 2000-1 Supplement to Amended and Restated Pooling and Servicing  Agreement, dated as of April 1, 2004   (Incorporated by Reference to Exhibit 5.5 of Form 8-K filed  April 5, 2004, under File No.   033-72806).                                |

 

7

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| 4.6  |   | Series 1999-1  Supplement to Amended and Restated Master Pooling and Servicing Agreement,  dated as of May 1, 1999 (Incorporated by Reference to Exhibit 4.2 of  Amendment No. 1 to Registration Statement No. 333-74069).                                              |
|------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.7  |   | Amendment No. 1 to  Series 1999-1 Supplement to Amended and Restated Master Pooling and Servicing  Agreement, dated as of December 7, 2000 (Incorporated by Reference to  Exhibit 4.4 of Form 10-K filed June 30, 2003, under File No.  033-72806).      |
| 4.8  |   | Amendment No. 2 to  Series 1999-1 Supplement to Amended and Restated Master Pooling and Servicing  Agreement, dated as of April 1, 2004 (Incorporated by Reference to  Exhibit 5.6 of Form 8-K filed April 5, 2004, under File No.  033-72806).          |
| 9    |   | Voting Trust  Agreement:  NOT APPLICABLE.                                                                                                                                                                                                                          |
| 10.1 |   | Receivables Purchase  Agreement, dated as of March 1, 1994, between Yamaha Motor Corporation,  U.S.A. and Yamaha Motor Receivables Corporation  (Incorporated by Reference to Exhibit 10.1 of Form 10-K filed  June 30, 2003, under File No. 033-72806). |
| 10.2 |   | First Amendment to  Receivables Purchase Agreement, dated as of May 1, 1999 (Incorporated by  reference to Exhibit 10.4 of Amendment No. 1 to Registration Statement No.  333-45516).                                                                                   |
| 10.3 |   | Second Amendment to  Receivables Purchase Agreement, dated as of April 1, 2004 (Incorporated  by reference to****Exhibit 5.3 of Form 8-K filed April 5, 2004, under  File No. 033-72806).                                                                     |
| 10.4 |   | Servicing Agreement,  dated as of March 1, 1994, between Yamaha Motor Corporation, U.S.A. and  the Subservicer (Incorporated by Reference to Exhibit 10.2 of Form 10-K filed  June 30, 2003, under File No. 033-72806).                                       |
| 10.5 |   | First Amendment to  Servicing Agreement, dated as of May 1, 1999 (Incorporated by reference to****Exhibit  10.7 of Amendment No. 1 to Registration Statement No. 333-45516).                                                                                            |
| 10.6 |   | Second Amendment to  Servicing Agreement, dated as of April 1, 2004  (Incorporated by reference to****Exhibit 5.4 of Form 8-K  filed April 5, 2004, under File No. 033-72806).                                                                           |
| 10.7 |   | Receivables Sale  Agreement, dated as of March 1, 1994 (Incorporated by reference to  Exhibit 10.3 of Amendment No. 1 to Registration Statement No. 333-74069).                                                                                                    |
| 10.8 |   | First Amendment to  Receivables Sale Agreement, dated as of May 1, 1999 (Incorporated by  reference to Exhibit 10.5 of Amendment No. 1 to Registration Statement No.  333-45516).                                                                                       |
| 11   |   | Computation of Per  Share Earnings:  NOT APPLICABLE.                                                                                                                                                                                                               |
| 12   |   | Statements re  Computation of Ratios:  NOT  APPLICABLE.                                                                                                                                                                                                            |
| 13   |   | Annual Report to  Security Holders, Form 10-Q or Quarterly Report to Security Holders:  NOT APPLICABLE.                                                                                                                                                            |
| 16   |   | Letter re Change in  Certifying Accountant:  NOT  APPLICABLE.                                                                                                                                                                                                      |
| 18   |   | Letter re Change in  Accounting Principles:  NOT  APPLICABLE.                                                                                                                                                                                                      |
| 21   |   | Subsidiaries of the  Registrant:  NOT APPLICABLE.                                                                                                                                                                                                                  |
| 22   |   | Published Report  Regarding Matters Submitted to Securityholders:  NOT APPLICABLE.                                                                                                                                                                                 |
| 23   |   | Consents of Experts and  Counsel:  NOT APPLICABLE.                                                                                                                                                                                                                 |
| 24   |   | Power of Attorney:  NOT APPLICABLE.                                                                                                                                                                                                                                |
| 31   |   | Rule  13a-14(d)/15d-14(d) Certification.                                                                                                                                                                                                                                |
| 99.1 |   | Aggregate Servicer’s  Report for the fiscal year ended March 31, 2004.                                                                                                                                                                                        |
| 99.2 |   | Annual Servicer’s  Certificate.                                                                                                                                                                                                                                    |
| 99.3 |   | Independent  Accountant’s Report – Attestation with Management’s Assertion Attached  (Servicer).                                                                                                                                                         |
| 99.4 |   | Annual Subservicer’s  Certificate.                                                                                                                                                                                                                                 |
| 99.5 |   | Independent  Accountant’s Report – Attestation with Management’s Assertion Attached  (Subservicer).                                                                                                                                                      |

 

(d)                                 FinancialStatement Schedules:

 

NOTAPPLICABLE.

 

8

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 
|                | YAMAHA MOTOR  RECEIVABLES  CORPORATION (Depositor with respect to the  Yamaha Motor Master Trust) on behalf of the  Yamaha Motor Master Trust |                |
|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|---------------------|
|                |                                                                                                                                          |
|                |                                                                                                                                          |
|                | By:                                                                                                                                           | /s/ Russell D. Jura |   |   |
|                |                                                                                                                                          | Russell D. Jura     |   |
|                |                                                                                                                                          | Assistant Secretary |   |
|                |                                                                                                                                          |
|                |                                                                                                                                          |
| Date: June 14, 2004 |                                                                                                                                          |
|                     |                                                                                                                                               |                     |  |  |  |

 

9

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**Supplemental Information to beFurnished With Reports FiledPursuant to Section 15(d) of the Exchange Act by Registrants Which HaveNot RegisteredSecurities Pursuant to Section 12 of the Exchange Act**

 

NOT APPLICABLE.

 

EXHIBIT INDEX

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                                                                                                                |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2                   |   | Plan of Acquisition,  Reorganization, Arrangement, Liquidation or Succession:  NOT APPLICABLE.                                                                                                                                                                                            |
| 3.1                 |   | Second Amended and  Restated Certificate of Incorporation for Yamaha Motor Receivables  Corporation (Incorporated by Reference to Exhibit 5.1 of Form 8-K filed  April 5, 2004, under File No. 033-72806).                                                                                |
| 3.2                 |   | By-laws of Yamaha Motor  Receivables Corporation (Incorporated by Reference to Exhibit 3.2 of Form  10-K filed June 30, 2003, under File No. 033-72806).                                                                                                                                  |
| 4.1                 |   | Amended and Restated  Master Pooling and Servicing Agreement, dated as of May 1, 1999, among Yamaha  Motor Receivables Corporation, Yamaha Motor Corporation, U.S.A., and the  Trustee (Incorporated by Reference to Exhibit 4.1 of Amendment No. 1 to  Registration Statement No. 333-74069). |
| 4.2                 |   | First Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  November 19, 1999 (Incorporated by Reference to Exhibit 10.6 of  Amendment No. 1 to Registration Statement No. 333-45516).                                                              |
| 4.3                 |   | Second Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  April 1, 2004 (Incorporated by reference to****Exhibit 5.2 of Form 8-K  filed April 5, 2004, under File No. 033-72806).                                                           |
| 4.4                 |   | Series 2000-1  Supplement to Amended and Restated Master Pooling and Servicing Agreement,  dated as of December 7, 2000 (Incorporated by Reference to Exhibit 4.2  of Form 10-K filed June 30, 2003, under File No. 033-72806).                                                      |
| 4.5                 |   | Amendment No. 1 to  Series 2000-1 Supplement to Amended and Restated Pooling and Servicing  Agreement, dated as of April 1, 2004   (Incorporated by Reference to Exhibit 5.5 of Form 8-K filed  April 5, 2004, under File No.   033-72806).                                |
| 4.6                 |   | Series 1999-1  Supplement to Amended and Restated Master Pooling and Servicing Agreement,  dated as of May 1, 1999 (Incorporated by Reference to Exhibit 4.2 of  Amendment No. 1 to Registration Statement No. 333-74069).                                                                     |
| 4.7                 |   | Amendment No. 1 to  Series 1999-1 Supplement to Amended and Restated Master Pooling and Servicing  Agreement, dated as of December 7, 2000 (Incorporated by Reference to  Exhibit 4.4 of Form 10-K filed June 30, 2003, under File No.  033-72806).                             |
| 4.8                 |   | Amendment No. 2 to  Series 1999-1 Supplement to Amended and Restated Master Pooling and Servicing  Agreement, dated as of April 1, 2004 (Incorporated by Reference to  Exhibit 5.6 of Form 8-K filed April 5, 2004, under File No.  033-72806).                                 |
| 9                   |   | Voting Trust  Agreement:  NOT APPLICABLE.                                                                                                                                                                                                                                                 |
| 10.1                |   | Receivables Purchase  Agreement, dated as of March 1, 1994, between Yamaha Motor Corporation,  U.S.A. and Yamaha Motor Receivables Corporation  (Incorporated by Reference to Exhibit 10.1 of Form 10-K filed  June 30, 2003, under File No. 033-72806).                        |
| 10.2                |   | First Amendment to Receivables  Purchase Agreement, dated as of May 1, 1999 (Incorporated by reference to  Exhibit 10.4 of Amendment No. 1 to Registration Statement No. 333-45516).                                                                                                           |
| 10.3                |   | Second Amendment to  Receivables Purchase Agreement, dated as of April 1, 2004 (Incorporated by  reference to****Exhibit 5.3 of Form 8-K filed April 5, 2004, under  File No. 033-72806).                                                                                            |
| 10.4                |   | Servicing Agreement,  dated as of March 1, 1994, between Yamaha Motor Corporation, U.S.A. and  the Subservicer (Incorporated by Reference to Exhibit 10.2 of Form 10-K filed  June 30, 2003, under File No. 033-72806).                                                              |
| 10.5                |   | First Amendment to  Servicing Agreement, dated as of May 1, 1999 (Incorporated by reference to****Exhibit  10.7 of Amendment No. 1 to Registration Statement No. 333-45516).                                                                                                                   |
| 10.6                |   | Second Amendment to Servicing  Agreement, dated as of April 1, 2004   (Incorporated by reference to****Exhibit 5.4 of Form 8-K filed  April 5, 2004, under File No. 033-72806).                                                                                                 |
| 10.7                |   | Receivables Sale  Agreement, dated as of March 1, 1994 (Incorporated by reference to  Exhibit 10.3 of Amendment No. 1 to Registration Statement No. 333-74069).                                                                                                                           |
| 10.8                |   | First Amendment to  Receivables Sale Agreement, dated as of May 1, 1999 (Incorporated by  reference to Exhibit 10.5 of Amendment No. 1 to Registration Statement No.  333-45516).                                                                                                              |
| 11                  |   | Computation of Per  Share Earnings:  NOT APPLICABLE.                                                                                                                                                                                                                                      |
| 12                  |   | Statements re  Computation of Ratios:  NOT  APPLICABLE.                                                                                                                                                                                                                                   |
| 13                  |   | Annual Report to  Security Holders, Form 10-Q or Quarterly Report to Security Holders:  NOT APPLICABLE.                                                                                                                                                                                   |
| 16                  |   | Letter re Change in  Certifying Accountant:  NOT  APPLICABLE.                                                                                                                                                                                                                             |
| 18                  |   | Letter re Change in  Accounting Principles:  NOT  APPLICABLE.                                                                                                                                                                                                                             |
| 21                  |   | Subsidiaries of the  Registrant:  NOT APPLICABLE.                                                                                                                                                                                                                                         |
| 22                  |   | Published Report  Regarding Matters Submitted to Securityholders:  NOT APPLICABLE.                                                                                                                                                                                                        |
| 23                  |   | Consents of Experts and  Counsel:  NOT APPLICABLE.                                                                                                                                                                                                                                        |
| 24                  |   | Power of Attorney:  NOT APPLICABLE.                                                                                                                                                                                                                                                       |
| 31                  |   | Rule  13a-14(d)/15d-14(d) Certification.                                                                                                                                                                                                                                                       |
| 99.1                |   | Aggregate Servicer’s  Report for the fiscal year ended March 31, 2004.                                                                                                                                                                                                               |
| 99.2                |   | Annual Servicer’s  Certificate.                                                                                                                                                                                                                                                           |
| 99.3                |   | Independent  Accountant’s Report – Attestation with Management’s Assertion Attached  (Servicer).                                                                                                                                                                                |
| 99.4                |   | Annual Subservicer’s  Certificate.                                                                                                                                                                                                                                                        |
| 99.5                |   | Independent  Accountant’s Report – Attestation with Management’s Assertion Attached  (Subservicer).                                                                                                                                                                             |

 

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