~~--------------------------------------------------------------------------------~~ 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) ~~December~~June 157, ~~2004~~ 2005 Long Beach Acceptance Corp. ~~--------------------------------------------------------------------------------~~ (Exact name of registrant as specified in its charter) Delaware 333-108506 33-0660404 -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) One Mack Centre Drive Paramus, New Jersey 07652 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 262-5222 ---------------------- No Change -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Item 2.01. Completion of Acquisition or Disposition of Assets -------------------------------------------------- Description of the Notes and the Mortgage Loans Long Beach Acceptance Corp. (the "Registrant") has registered issuances of an aggregate of up to $1,292,830,655 in principal amount of asset-backed securities, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (Registration File No. 333-108506) (as amended, the "Registration Statement"). Pursuant to the Registration Statement, Long Beach Acceptance Auto Receivables Trust 2004-C, a Delaware business trust, issued $350,000,000 in aggregate principal amount of its Asset-Backed Notes, Series 2004-C (the "Notes") on December 9, 2004 (the "Closing Date"). This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement. The Notes were issued pursuant to an Indenture (the "Indenture") attached hereto as Exhibit 4.1, dated as of December 1, 2004, between the Trust and JPMorgan Chase Bank, National Association, in its capacity as indenture trustee (the "Indenture Trustee"). The Offered Notes evidence indebtedness of the Trust and consist of four classes, the $63,000,000 2.390% Asset-Backed Notes, Class A-1, its $106,000,000 3.040% Asset-Backed Notes, Class A-2, its $74,000,000 3.402% Asset-Backed Notes, Class A-3, and its $107,000,000 3.777% Asset-Backed Notes, Class A-4 (collectively, the "Offered Notes"). Also issued by the Trust, but not offered pursuant to the Prospectus Supplement (as defined herein) are the Class R and Class C Certificates. The Notes will evidence indebtedness of the Trust, the assets of which consist primarily of non-prime automobile loans (the "Receivables") secured by new and used automobiles, sport utility vehicles, light duty trucks and vans financed thereby. As of the Closing Date, the Receivables had the characteristics described in the Prospectus Supplement dated November 19, 2004 (the "Prospectus Supplement") filed with the Commission pursuant to Rule 424(b)(5) of the Act. 2 Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (a) Not applicable (b) Not applicable (c) Exhibits: 1.1 Underwriting Agreement, dated November 19, 2004, between Long Beach Acceptance Corp., Long Beach Acceptance Receivables Corp., Citigroup Global Markets Inc. and Greenwich Capital Markets Inc. 4.1 Indenture, dated as of December 1, 2004 among Long Beach Acceptance Auto Receivables Trust 2004-C, a Delaware business trust acting through its owner trustee, and JPMorgan Chase Bank, National Association, as indenture trustee. 4.2 Amended and Restated Trust Agreement, dated as of December 1, 2004, between Long Beach Acceptance Receivables Corp. and Wilmington Trust Company, as Owner Trustee. 8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated as of December 9, 2004. 10.1 Sale and Servicing Agreement, dated as of December 1, 2004, among Long Beach Acceptance Corp., as Originator, as Servicer and as Custodian, Long Beach Acceptance Receivables Corp., as Transferor, Long Beach Acceptance Auto Receivables Trust 2004-C, as Issuer and JPMorgan Chase Bank, as Backup Servicer and Trust Collateral Agent. 10.2 Indemnification Agreement, dated as of December 1, 2004, among Financial Security Assurance Inc., Long Beach Acceptance Receivables Corp., Citigroup Global Markets Inc. and Greenwich Capital Markets, Inc. 23.1 Consent of PWC regarding financial statements of the Insurer. 99.1 Annex A to Exhibits 4.1, 4.2 and 10.1. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. LONG BEACH ACCEPTANCE CORP. --------------------------------------------- Registrant and on behalf of Long Beach Acceptance Auto Receivables Trust 2004-C By: /s/ Stephen W. Prough ------------------------------- Name: Stephen W. Prough Title: President and Chairman of the Board Dated: December 15, 2004 EXHIBIT INDEX ------------- 1.1 Underwriting Agreement, dated November 19, 2004, between Long Beach Acceptance Corp., Long Beach Acceptance Receivables Corp., Citigroup Global Markets Inc. and Greenwich Capital Markets Inc. 4.1 Indenture, dated as of December 1, 2004 among Long Beach Acceptance Auto Receivables Trust 2004-C, a Delaware business trust acting through its owner trustee, and JPMorgan Chase Bank, National Association, as indenture trustee. 4.2 Amended and Restated Trust Agreement, dated as of December 1, 2004, between Long Beach Acceptance Receivables Corp. and Wilmington Trust Company, as Owner Trustee. 8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated as of December 9, 2004. 10.1 Sale and Servicing Agreement, dated as of December 1, 2004, among Long Beach Acceptance Corp., as Originator, as Servicer and as Custodian, Long Beach Acceptance Receivables Corp., as Transferor, Long Beach Acceptance Auto Receivables Trust 2004-C, as Issuer and JPMorgan Chase Bank, as Backup Servicer and Trust Collateral Agent. 10.2 Indemnification Agreement, dated as of December 1, 2004, among Financial Security Assurance Inc., Long Beach Acceptance Receivables Corp., Citigroup Global Markets Inc. and Greenwich Capital Markets, Inc. 23.1 Consent of PWC regarding financial statements of the Insurer. 99.1 Annex A to Exhibits 4.1, 4.2 and 10.1.

Delaware	333-75958	33-0660404
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Mack Centre Drive Paramus, New Jersey		07652
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code		(201) 262-5222
No Change
(Former name or former address, if changed since last report)

Item 8.01. Other Events

In connection with the offering of Long Beach Acceptance Auto Receivables Trust 2005-A, Asset-Backed Notes, Series 2005-A, certain "Computational Materials", dated June 7, 2005, within the meanings of the May 20, 1994 Kidder, Peabody No-Action Letter and the February 17, 1995 Public Securities Association No-Action Letter were furnished to certain prospective investors (the "Related Computational Materials").

Item 9.01. Financial Statements and Exhibits

(a)

Not applicable

(b)

Not applicable

(c)

Exhibit 99.1. Related Computational Materials (as defined in Item 8.01 above).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	LONG BEACH ACCEPTANCE CORP.
		Registrant and on behalf of Long Beach Acceptance Auto Receivables Trust 2005-A

Date: June 7, 2005	By:	/s/ Stephen W. Prough
		Name: Stephen W. Prough
		Title: President and Chairman of the Board

EXHIBIT INDEX

Exhibit No.	Description
99.1	Related Computational Materials (as defined in Item 8.01 above).

Filing Compare · LONG BEACH ACCEPTANCE CORP