FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: May 15, 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
of Incorporation) Identification No.)
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 Amended and
Restated Trust Agreement dated as of April 1, 2001 (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.
On May 15, 2001, the Trust caused the issuance, pursuant to
that certain 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 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 15, 2001, the Trust, TMCC as administrator, Wells Fargo
Bank Minnesota, National Association as indenture trustee and First Union Trust
Company, 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 15, 2001, the Trust entered into that certain ISDA
Master Agreement (the "Master Agreement") dated as of May 15, 2001, a Schedule
to the Swap Agreement dated as of May 15, 2001 (the "Schedule"), a Class A-2
Confirmation to the Swap Agreement dated as of May 15, 2001 (the "Class A-2
Confirmation"), a Class A-3 Confirmation to the Swap Agreement dated as of May
15, 2001 (the "Class A-3 Confirmation"), and a Class A-4 Confirmation to the
Swap Agreement dated as of May 15, 2001 (the "Class A-4 Confirmation", and
together with the Master Agreement, the Schedule, the Class A-2 Confirmation,
and the Class A-3 Confirmation, the "Swap Agreement"), collectively embodying
two interest rate swaps between the Trust and TMCC, as swap counterparty.
On May 15, 2001, the Trust, as assignor, Wells Fargo Bank
Minnesota, National Association, as assignee, and TMCC, as swap counterparty,
entered into that certain Assignment of the Swap Agreement dated as of May 15,
2001 (the "Assignment"), pursuant to which the Trust assigned its interest in
the Swap Agreement to Wells Fargo Bank Minnesota, National Association, as the
Indenture Trustee.
On May 15, 2001, $500,000,000 of the Class A-2 Notes,
$360,000,000 of the Class A-3 Notes and $175,000,000 of the Class A-4 Notes 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 among TAFR LLC, TMCC and the Underwriters. The Underwriting
Agreement was filed as Exhibit 1.1 to an 8-K filing on May 15, 2001.
The Notes have been registered pursuant to the Securities Act
of 1933, as amended, under 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 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, as Exhibit 4.6 is the Master Swap Agreement, as
Exhibit 4.7 is the Schedule to the Swap Agreement, as Exhibit 4.8 is the Class
A-2 Confirmation to the Swap Agreement , as Exhibit 4.9 is the Class A-3
Confirmation to the Swap Agreement, as Exhibit 4.10 is the Class A-4
Confirmation to the Swap Agreement and as Exhibit 4.11 is the Assignment of the
Swap 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
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Exhibit 4.1 Sale and Servicing Agreement dated as of April 1, 2001, by
and among the Registrant, as issuer, TAFR LLC, as seller,
and TMCC, as servicer.
Exhibit 4.2 Indenture dated as of April 1, 2001, by and between the
Registrant, as issuer, and Wells Fargo Bank Minnesota,
National Association, as indenture trustee and securities
intermediary.
Exhibit 4.3 Receivables Purchase Agreement dated as of April 1, 2001, by
and between TAFR LLC, as purchaser, and TMCC, as seller.
Exhibit 4.4 Amended and Restated Trust Agreement dated as of April 1,
2001, by and between TAFR LLC, as depositor, and First Union
Trust Company, National Association, as owner trustee.
Exhibit 4.5 Administration Agreement dated as of April 1, 2001, by and
among the Registrant, as issuer, TMCC, as administrator,
Wells Fargo Bank Minnesota, National Association, as
indenture trustee, and First Union Trust Company, National
Association, as owner trustee.
Exhibit 4.6 Swap Agreement dated as of May 1, 2001, between the
Registrant, as issuer, and TMCC, as swap counterparty.
Exhibit 4.7 Schedule to the Swap Agreement dated as of May 15, 2001,
between the Registrant, as issuer, and TMCC, as swap
counterparty.
Exhibit 4.8 Class A-2 Confirmation to the Swap Agreement dated as of May
15, 2001, between the Registrant, as issuer, and TMCC, as
swap counterparty.
Exhibit 4.9 Class A-3 Confirmation to the Swap Agreement dated as of May
15, 2001, between the Registrant, as issuer, and TMCC, as
swap counterparty.
Exhibit 4.10 Class A-4 Confirmation to the Swap Agreement dated as of May
15, 2001, between the Registrant, as issuer, and TMCC, as
swap counterparty.
Exhibit 4.11 Assignment of the Swap Agreement dated as of May 15, 2001,
by and among the Registrant, as assignor, Wells Fargo Bank
Minnesota, National Association, as assignee, and TMCC, as
swap counterparty.
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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 21, 2001
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EXHIBIT INDEX
Item 601(a) of Regulation S-K
EXHIBIT NO. DESCRIPTION
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Exhibit 4.1 Sale and Servicing Agreement dated as of April 1, 2001, by
and among the Registrant, as issuer, TAFR LLC, as seller,
and TMCC, as servicer.
Exhibit 4.2 Indenture dated as of April 1, 2001, by and between the
Registrant, as issuer, and Wells Fargo Bank Minnesota,
National Association, as indenture trustee.
Exhibit 4.3 Receivables Purchase Agreement dated as of April 1, 2001, by
and between TAFR LLC, as purchaser, and TMCC, as seller.
Exhibit 4.4 Amended and Restated Trust Agreement dated as of April 1,
2001, by and between TAFR LLC, as depositor, and First Union
Trust Company, National Association, as owner trustee.
Exhibit 4.5 Administration Agreement dated as of April 1, 2001, by and
among the Registrant, as issuer, TMCC, as administrator,
Wells Fargo Bank Minnesota, National Association, as
indenture trustee, and First Union Trust Company, National
Association, as owner trustee.
Exhibit 4.6 Swap Agreement dated as of May 1, 2001, between the
Registrant, as issuer, and TMCC, as swap counterparty.
Exhibit 4.7 Schedule to the Swap Agreement dated as of May 15, 2001,
between the Registrant, as issuer, and TMCC, as swap
counterparty.
Exhibit 4.8 Class A-2 Confirmation to the Swap Agreement dated as of May
15, 2001, between the Registrant, as issuer, and TMCC, as
swap counterparty.
Exhibit 4.9 Class A-3 Confirmation to the Swap Agreement dated as of May
15, 2001, between the Registrant, as issuer, and TMCC, as
swap counterparty.
Exhibit 4.10 Class A-4 Confirmation to the Swap Agreement dated as of May
15, 2001, between the Registrant, as issuer, and TMCC, as
swap counterparty.
Exhibit 4.11 Assignment of the Swap Agreement dated as of May 15, 2001,
by and among the Registrant, as assignor, Wells Fargo Bank
Minnesota, National Association, as assignee, and TMCC, as
swap counterparty.
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