FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: May 1, 2001
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(Date of earliest event reported)
TOYOTA AUTO FINANCE RECEIVABLES LLC ON BEHALF OF THE
TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST
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(Exact name of registrant as specified in its charter)
CALIFORNIA 333-41568 33-4836519
333-58164
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
19300 Gramercy Place, North Building
Torrance, California 90509
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(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 468-7333
ITEM 5. OTHER EVENTS
On May 15, 2001, Toyota Auto Finance Receivables LLC ("TAFR
LLC") and Toyota Motor Credit Corporation ("TMCC") entered into that certain
Receivables Purchase Agreement dated as of April 1, 2001 (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 15, 2001,
the Toyota Auto Receivables 2001-B Owner Trust, a Delaware business trust
created pursuant to that certain Trust Agreement dated as of March 23, 2001, as
amended and restated by the Amended and Restated Trust Agreement dated April 1,
2001 (collectively, the "Trust Agreement"), by and between TAFR LLC, as
depositor, and First Union Trust Company, 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 April 1, 2001 (the "Sale and
Servicing Agreement"), pursuant to which the Receivables and related property
were transferred to the Trust. Also on May 15, 2001, the Trust caused the
issuance, pursuant to an Indenture dated as of April 1, 2001 (the "Indenture"),
by and between the Trust, as issuer, and Wells Fargo Bank Minnesota, National
Association, as indenture trustee, and pursuant to the Sale and Servicing
Agreement, of the Notes, issued in the following classes: the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes (collectively,
the "Notes"). The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,
with an aggregate scheduled principal balance, as of May 15, 2001, of
$1,035,000,000.00, were sold to Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc.,
Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as underwriters (the "Underwriters"), pursuant to an Underwriting
Agreement dated as of May 1, 2001, by and between TAFR LLC, TMCC and the
Underwriters. The Notes have been registered pursuant to the Securities Act of
1933, as amended, under a Registration Statements on Form S-3 (Commission File
Nos. 333-41568 and 333-58164).
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Sale and Servicing Agreement.
Attached as Exhibit 1.1 is the Underwriting Agreement.
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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 1.1 Underwriting Agreement dated as of May 1, 2001, between TAFR LLC, TMCC and
Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., on behalf of
themselves and as representatives of the several Underwriters.
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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
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Name: Lloyd Mistele
Title: President
May 15, 2001
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EXHIBIT INDEX
Item 601(a) of Regulation S-K
EXHIBIT NO. DESCRIPTION
Exhibit 1.1 Underwriting Agreement dated as of May 1, 2001, between TAFR LLC, TMCC and
Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., on behalf of
themselves and as representatives of the several Underwriters.
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