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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 20, 2002
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Capital One Auto Receivables, LLC
Capital One Auto Finance Trust 2002-C
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-89452-02 31-1750007
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(Commission File Number) (Registrant's I.R.S. Employer Identification No.)
1680 Capital One Drive, McLean, Virginia 22102
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(Address of Principal Executive Offices) (Zip Code)
(703) 720-1000
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(Registrant's Telephone Number, Including Area Code)
2980 Fairview Park Drive, Falls Church, Virginia 22042
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 17, 2002, Wilmington Trust Company, in its capacity as
Owner Trustee (the "Owner Trustee") of Capital One Auto Finance Trust 2002-C
(the "Trust"), publicly issued U.S.$165,000,000 of Class A-1 1.4348% Asset
Backed Notes due December 15, 2003, U.S.$203,000,000 Class A-2 1.87% Asset
Backed Notes due November 15, 2005, U.S.$115,000,000 Class A-3-A 2.65% Asset
Backed Notes due April 16, 2007, U.S.$126,000,000 Class A-3-B LIBOR + 0.23%
Asset Backed Notes due April 16, 2007 and U.S.$191,000,000 Class A-4-B 3.44%
Asset Backed Notes due June 15, 2009 (the "Notes") pursuant to a registration
statement (No. 333-89452) declared effective on June 14, 2002. The lead managers
for the issuance of the Notes were Banc of America Securities LLC and J.P.
Morgan Securities Inc. (the "Representatives"). Capital One Auto Receivables,
LLC (the "Registrant") paid the underwriters a fee of U.S.$1,590,200.00 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.$798,359,461.80, 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 PeopleFirst
Finance, LLC 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
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1.1 Underwriting Agreement dated December 6, 2002, among the Registrant,
COAF and the Representatives.
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 December 17, 2002 between
the Registrant and the Owner Trustee.
4.2 Indenture dated December 17, 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 December 17, 2002 delivered
by MBIA Insurance Corporation (the "Note Insurer").
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10.1 Transfer and Assignment Agreement dated December 17, 2002 between the
Registrant and COAF.
10.2 Contribution Agreement dated December 17, 2002 between the Owner
Trustee and the Registrant.
10.3 Servicing Agreement dated December 17, 2002 among COAF, the Indenture
Trustee and the Owner Trustee.
10.4 Administration Agreement dated December 17, 2002 among the Owner
Trustee, COAF, as the administrator (the "Administrator"), and the
Indenture Trustee.
10.5 Insurance Agreement dated as of December 17, 2002 among the Note
Insurer, COAF, the Registrant, the Owner Trustee and the Indenture
Trustee.
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
December 3, 2002).
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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.
December 20, 2002 CAPITAL ONE AUTO RECEIVABLES, LLC
By: /s/ Jeffery Elswick
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Name: Jeffery Elswick
Title: President
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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1.1 Underwriting Agreement dated December 6, 2002, among the
Registrant, COAF and the Representatives.
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 December 17, 2002
between the Registrant and the Owner Trustee.
4.2 Indenture dated December 17, 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 December 17, 2002
delivered by MBIA Insurance Corporation (the "Note Insurer").
10.1 Transfer and Assignment Agreement dated December 17, 2002 between
the Registrant and COAF.
10.2 Contribution Agreement dated December 17, 2002 between the Owner
Trustee and the Registrant.
10.3 Servicing Agreement dated December 17, 2002 among COAF, the
Indenture Trustee and the Owner Trustee.
10.4 Administration Agreement dated December 17, 2002 among the Owner
Trustee, COAF, as the administrator (the "Administrator"), and the
Indenture Trustee.
10.5 Insurance Agreement dated as of December 17, 2002 among the Note
Insurer, COAF, the Registrant, the Owner Trustee and the Indenture
Trustee.
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 December 3, 2002).
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