FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: May 23, 2002
Toyota Auto Finance Receivables LLC on behalf of the
Toyota Auto Receivables 2002-B Owner Trust
| DELAWARE (State or Other Jurisdiction of Incorporation) | 333-74872 (Commission File Number) | 95-4836519 (I.R.S. Employer Identification No.) |
19300 Gramercy Place, North Building
Torrance, California 90509
Registrant’s telephone number, including area code: (310) 468-7333
| ITEM 5. OTHER EVENTS | ||||||||
| ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 4.1 | ||||||||
| EXHIBT 4.2 | ||||||||
| EXHIBIT 4.3 | ||||||||
| EXHIBIT 4.4 | ||||||||
| EXHIBIT 4.5 | ||||||||
| EXHIBIT 4.6 | ||||||||
ITEM 5. OTHER EVENTS
On May 23, 2002, Toyota Auto Finance Receivables LLC (“TAFR LLC”) and Toyota Motor Credit Corporation (“TMCC”) entered into that certain Receivables Purchase Agreement dated as of May 1, 2002 (the “Receivables Purchase Agreement”), pursuant to which TMCC transferred to TAFR LLC certain retail installment sales contracts relating to certain new and used automobiles and light duty trucks (the “Receivables”) and related property.
On May 23, 2002, the Toyota Auto Receivables 2002-B Owner Trust, a Delaware business trust created pursuant to that certain Amended and Restated Trust Agreement dated as of May 1, 2002 (the “Trust Agreement”), by and among TAFR LLC, as depositor, U.S. Bank Trust National Association, as owner trustee (the “Trust”), TAFR LLC, as seller, and TMCC, as servicer, entered into that certain Sale and Servicing Agreement dated as of May 1, 2002 (the “Sale and Servicing Agreement”), pursuant to which the Receivables and related property were transferred to the Trust.
On May 23, 2002, the Trust caused the issuance, pursuant to that certain Indenture dated as of May 1, 2002 (the “Indenture”), by and between the Trust, as issuer, and The Bank of New York, as indenture trustee and securities intermediary, and pursuant to the Sale and Servicing Agreement, of the Notes, issued in the following classes: Class A-1, Class A-2, Class A-3, Class A-4 (collectively, the “Notes”).
On May 23, 2002, the Trust, TMCC as administrator, The Bank of New York as indenture trustee and U.S. Bank Trust National Association as owner trustee entered into that certain Administration Agreement (the “Administration Agreement”), pursuant to which TMCC agreed to perform certain duties of the Issuer, the Owner Trustee and the Indenture Trustee.
On May 23, 2002, $387,000,000 of the Class A-2 Notes, $457,000,000 of the Class A-3 Notes and $264,000,000 of the Class A-4 Notes were sold to Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Guzman & Company, J.P. Morgan Securities, Inc., Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and The Williams Capital Group, L.P., as underwriters (the “Underwriters”), pursuant to an Underwriting Agreement dated as of May 15, 2002, by and among TAFR LLC, TMCC and the Underwriters. The Underwriting Agreement was filed as Exhibit 1.1 to an 8-K filing on May 23, 2002.
On May 23, 2002, the Trust, as Issuer, and TMCC, as initial holder of the Revolving Liquidity Note (the “Revolving Liquidity Note”), entered into that certain Revolving Liquidity Note Agreement dated as of May 23, 2002 (the “Revolving Liquidity Note Agreement”), pursuant to which the Trust issued the Revolving Liquidity Note to TMCC.
The Notes have been registered pursuant to the Securities Act of 1933, as amended, under Registration Statement on Form S-3 (Commission File No. 333-74872).
Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement.
Attached as Exhibit 4.1 is the Sale and Servicing Agreement, as Exhibit 4.2 is the Indenture, as Exhibit 4.3 is the Receivables Purchase Agreement, as Exhibit 4.4 is the Trust Agreement, as Exhibit 4.5 is the Administration Agreement and as Exhibit 4.6 is the Revolving Liquidity Note Agreement.
EXHIBIT INDEX
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Exhibits |
The exhibit number corresponds with Item 601(a) of Regulation S-K.
| Exhibit No. | Description | |
| Exhibit 4.1 | Sale and Servicing Agreement dated as of May 1, 2002, by and among the Registrant, as issuer, TAFR LLC, as seller, and TMCC, as servicer. | |
| Exhibit 4.2 | Indenture dated as of May 1, 2002, by and between the Registrant, as issuer, and The Bank of New York, as indenture trustee and securities intermediary. | |
| Exhibit 4.3 | Receivables Purchase Agreement dated as of May 1, 2002, by and between TAFR LLC, as purchaser, and TMCC, as seller. | |
| Exhibit 4.4 | Amended and Restated Trust Agreement dated as of May 1, 2002, by and between TAFR LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee. | |
| Exhibit 4.5 | Administration Agreement dated as of May 1, 2002, by and among the Registrant, as issuer, TMCC, as administrator, The Bank of New York, as indenture trustee, and U.S. Bank Trust National Association, as owner trustee. | |
| Exhibit 4.6 | Revolving Liquidity Note Agreement dated as of May 23, 2002, between the Registrant, as issuer, and TMCC, as initial holder of the Revolving Liquidity Note. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the Registrant by the undersigned thereunto duly authorized.
| TOYOTA AUTO FINANCE RECEIVABLES LLC | ||
| By: | /s/ LLOYD MISTELE | |
| Name: Lloyd Mistele Title: President | ||
June 3, 2002
EXHIBIT INDEX
Item 601(a) of Regulation S-K
| Exhibit No. | Description | |
| Exhibit 4.1 | Sale and Servicing Agreement dated as of May 1, 2002, by and among the Registrant, as issuer, TAFR LLC, as seller, and TMCC, as servicer. | |
| Exhibit 4.2 | Indenture dated as of May 1, 2002, by and between the Registrant, as issuer, and The Bank of New York, as indenture trustee and securities intermediary. | |
| Exhibit 4.3 | Receivables Purchase Agreement dated as of May 1, 2002, by and between TAFR LLC, as purchaser, and TMCC, as seller. | |
| Exhibit 4.4 | Amended and Restated Trust Agreement dated as of May 1, 2002, by and between TAFR LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee. | |
| Exhibit 4.5 | Administration Agreement dated as of May 1, 2002, by and among the Registrant, as issuer, TMCC, as administrator, The Bank of New York, as indenture trustee, and U.S. Bank Trust National Association, as owner trustee. | |
| Exhibit 4.6 | Revolving Liquidity Note Agreement dated as of May 23, 2002, between the Registrant, as issuer, and TMCC, as initial holder of the Revolving Liquidity Note. |
