================================================================================
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) September 26, 2002
-------------------------------
Capital One Auto Receivables, LLC
Capital One Auto Finance Trust 2002-B
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-89452-01 31-1750007
- ---------------------------- -------------------------------------------------
(Commission File Number) (Registrant's I.R.S. Employer Identification No.)
2980 Fairview Park Drive, Falls Church, Virginia 22042
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(703) 875-1000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
Item 5. Other Events.
On September 16, 2002, Wilmington Trust Company, in its capacity as
Owner Trustee (the "Owner Trustee") of Capital One Auto Finance Trust 2002-B
(the "Trust"), publicly issued U.S.$204,000,000 of Class A-1 1.76% Asset Backed
Notes due September 15, 2003, U.S.$187,000,000 Class A-2-A 2.06% Asset Backed
Notes due July 15, 2005, U.S.$120,000,000 Class A-2-B LIBOR + 0.15% Asset Backed
Notes due July 15, 2005, U.S.$190,000,000 Class A-3-A 2.71% Asset Backed Notes
due October 16, 2006, U.S.$105,000,000 Class A-3-B LIBOR + 0.25% Asset Backed
Notes due October 16, 2006, U.S.$132,500,000 Class A-4-A 3.32% Asset Backed
Notes due April 15, 2009 and U.S.$161,500,000 Class A-4-B LIBOR + 0.33% Asset
Backed Notes due April 15, 2009 (the "Notes") pursuant to a registration
statement (No. 333-89452) declared effective on June 14, 2002. The lead manager
for the issuance of the Notes was Wachovia Securities, Inc. (the
"Representative"). Capital One Auto Receivables, LLC (the "Registrant") paid the
underwriters a fee of U.S.$2,210,800 in connection with the sale of the Notes.
The Registrant also paid general transaction expenses, estimated to be
$1,000,000. The net proceeds from the sale of the Notes, which amounted to
U.S.$1,097,764,227.15, were used by the Owner Trustee to purchase a pool of
motor vehicle retail installment sale contracts secured by a combination of new
and used automobiles and/or light-duty trucks originated by Capital One Auto
Finance, Inc. ("COAF"), its affiliate Capital One F.S.B. and participating
dealers, which constitute the receivables included in the assets of the Trust,
from the Registrant. The Registrant acquired such receivables from COAF. The
Trust also used the net proceeds from the sale of the Notes for general expenses
relating to the Trust.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
1.1 Underwriting Agreement dated September 4, 2002, among the
Registrant, COAF and the Representative.
3.1 Amended and Restated Limited Liability Company Agreement of the
Registrant dated as of July 26, 2001 (incorporated by reference
from Exhibit 3.1 filed with Form 8-K of the Registrant, file
no. 333-54736, filed on August 6, 2001).
4.1 Amended and Restated Trust Agreement dated September 16, 2002
between the Registrant and the Owner Trustee.
4.2 Indenture dated September 16, 2002 between the Owner Trustee
and JPMorgan Chase Bank as the indenture trustee (the
"Indenture Trustee") (including forms of Notes).
4.3 Note Guaranty Insurance Policy dated as of September 16, 2002
delivered by MBIA Insurance Corporation (the "Note Insurer").
-2-
4.4 Interest Rate Swap Insurance Policy dated as of September 16, 2002
delivered by the Note Insurer.
10.1 Transfer and Assignment Agreement dated September 16, 2002 between the
Registrant and COAF.
10.2 Contribution Agreement dated September 16, 2002 between the Owner Trustee
and the Registrant.
10.3 Servicing Agreement dated September 16, 2002 among COAF, the Indenture
Trustee and the Owner Trustee.
10.4 Administration Agreement dated September 16, 2002 among the Owner
Trustee, COAF, as the administrator (the "Administrator"), and the
Indenture Trustee.
10.5 Indemnification Agreement dated as of September 16, 2002 among the Note
Insurer, COAF, the Registrant and the Representative.
25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank as Indenture
Trustee under the Indenture (incorporated by reference from Form 305(b)
(2) of the Registrant, file no. 333-89452, filed on June 14, 2002).
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
September 26, 2002 CAPITAL ONE AUTO RECEIVABLES, LLC
By: /s/ Jeffery Elswick
--------------------------
Name: Jeffery Elswick
Title: President
-4-
INDEX TO EXHIBITS
Exhibit
No. Document Description
---- --------------------
1.1 Underwriting Agreement dated September 4, 2002, among the Registrant,
COAF and the Representative.
3.1 Amended and Restated Limited Liability Company Agreement of the
Registrant dated as of July 26, 2001 (incorporated by reference from
Exhibit 3.1 filed with Form 8-K of the Registrant, file no. 333-54736,
filed on August 6, 2001).
4.1 Amended and Restated Trust Agreement dated September 16, 2002 between
the Registrant and the Owner Trustee.
4.2 Indenture dated September 16, 2002 between the Owner Trustee and
JPMorgan Chase Bank as the indenture trustee (the "Indenture Trustee")
(including forms of Notes).
4.3 Note Guaranty Insurance Policy dated as of September 16, 2002 delivered
by MBIA Insurance Corporation (the "Note Insurer").
4.4 Interest Rate Swap Insurance Policy dated as of September 16, 2002
delivered by the Note Insurer.
10.1 Transfer and Assignment Agreement dated September 16, 2002 between the
Registrant and COAF.
10.2 Contribution Agreement dated September 16, 2002 between the Owner
Trustee and the Registrant.
10.3 Servicing Agreement dated September 16, 2002among COAF, the Indenture
Trustee and the Owner Trustee.
10.4 Administration Agreement dated September 16, 2002 among the Owner
Trustee, COAF, as the administrator (the "Administrator"), and the
Indenture Trustee.
10.5 Indemnification Agreement dated as of September 16, 2002 among the Note
Insurer, COAF, the Registrant and the Representative.
25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank as
Indenture Trustee under the Indenture (incorporated by reference from
Form 305(b)(2) of the Registrant, file no. 333-89452, filed on June 14,
2002).
-5-