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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) March 27, 2003
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Capital One Auto Receivables, LLC
Capital One Prime Auto Receivables Trust 2003-1
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-89452-03 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)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On March 27, 2003, Capital One Prime Auto Receivables Trust 2003-1 (the
"Issuer"), publicly issued U.S.$220,000,000 of Class A-1 1.25938% Asset Backed
Notes due March 15, 2004, U.S.$215,000,000 of Class A-2 1.44% Asset Backed Notes
due July 15, 2005, U.S.$350,000,000 of Class A-3 1.97% Asset Backed Notes due
April 15, 2007, U.S.$192,500,000 of Class A-4 2.59% Asset Backed Notes due
September 15, 2009 and U.S.$22,500,000 of Class B 2.33% Asset Backed Notes due
September 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 Credit Suisse First Boston, LLC and Wachovia
Securities, Inc. (the "Representatives"). Capital One Auto Receivables, LLC (the
"Registrant") paid the underwriters a fee of U.S.$2,000,250 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.$997,907,472, were used by the Issuer to purchase a pool of
motor vehicle retail installment sale contracts and/or installment loans secured
by a combination of new and used automobiles and/or light-duty trucks originated
by PeopleFirst Finance, LLC ("PeopleFirst"), a California limited liability
company and a wholly-owned subsidiary of Capital One Auto Finance, Inc.
("COAF"), which constitute the receivables included in the assets of the Issuer,
from the Registrant. The Registrant acquired such receivables from COAF, which
acquired them from PeopleFirst. The Issuer also used the net proceeds from the
sale of the Notes for general expenses relating to the Issuer.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The exhibits filed in response to Item 601 of
Regulation S-K are listed in the Exhibit Index.
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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.
March 27, 2003 CAPITAL ONE AUTO RECEIVABLES, LLC
By: /s/ Jeffery A. Elswick
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Name: Jeffery A. Elswick
Title: President
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EXHIBIT INDEX
Exhibit
No. Document Description
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1.1 Underwriting Agreement dated March 27, 2003, 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 March 27, 2003 between
the Registrant and the Wilmington Trust Company, not in its
individual capacity but solely as owner trustee (the "Owner
Trustee") for the Issuer.
4.2 Indenture dated March 27, 2003 between the Issuer and JPMorgan
Chase Bank as the indenture trustee (the "Indenture Trustee")
(including forms of Notes).
10.1 Sale Agreement dated March 27, 2003 between PeopleFirst and COAF.
10.2 Purchase Agreement dated March 27, 2003 between COAF and the
Registrant.
10.3 Sale and Servicing Agreement dated March 27, 2003 between the
Issuer, COAF, the Registrant and the Indenture Trustee.
10.4 Administration Agreement dated March 27, 2003 among the Issuer,
COAF, as the administrator (the "Administrator"), and the
Indenture Trustee.
25.1 Statement of Eligibility on Form T-1 of the Indenture Trustee
under the Indenture (incorporated by reference from Form
305(b)(2) of the Registrant, file no. 333-89452, filed on March
4, 2003).
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