FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: March 12, 2003
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(Date of earliest event reported)
TOYOTA AUTO FINANCE RECEIVABLES LLC ON BEHALF OF THE
TOYOTA AUTO RECEIVABLES 2003-A OWNER TRUST
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(Exact name of registrant as specified in its charter)
333-74872
DELAWARE 333-103406 95-4836519
(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 March 27, 2003, Toyota Auto Finance Receivables LLC ("TAFR LLC") and
Toyota Motor Credit Corporation ("TMCC") entered into that certain Receivables
Purchase Agreement dated as of March 1, 2003 (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 March 27, 2003,
the Toyota Auto Receivables 2003-A Owner Trust, a Delaware statutory trust
created pursuant to that certain Trust Agreement dated as of February 24, 2003,
as amended and restated by the Amended and Restated Trust Agreement dated as of
March 1, 2003 (collectively, the "Trust Agreement"), by and between TAFR LLC, as
depositor and U.S. Bank Trust 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 March 1, 2003 (the "Sale and Servicing
Agreement"), pursuant to which the Receivables and related property were
transferred to the Trust. Also on March 27, 2003, the Trust caused the issuance,
pursuant to an Indenture dated as of March 1, 2003 (the "Indenture"), by and
between the Trust, as issuer, and The Bank of New York, 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-3A
Notes, the Class A-3B Notes and the Class A-4 Notes (collectively, the "Notes").
The Class A-2 Notes, the Class A-3A Notes, the Class A-3B Notes and the Class
A-4 Notes, with an aggregate scheduled principal balance, as of March 27, 2003,
of $1,070,000,000.00, were sold to Banc One Capital Markets, Inc., Deutsche Bank
Securities Inc., Guzman & Company, Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc. and The Williams Capital Group, L.P.,, as underwriters (the
"Underwriters"), pursuant to an Underwriting Agreement dated as of March 12,
2003, by and between TAFR LLC, TMCC and the Underwriters. The Notes have been
registered pursuant to the Securities Act of 1933, as amended, under
Registration Statements on Form S-3 (Commission File Nos. 333-74872 and
333-103406).
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.
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 1.1 Underwriting Agreement dated as of March 12, 2003,
between TAFR LLC, TMCC and Deutsche Bank Securities
Inc. and Salomon Smith Barney Inc., on behalf of
themselves and as representatives of the several
Underwriters.
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
Date: March 27, 2003
EXHIBIT INDEX
Item 601(a) of Regulation S-K
Exhibit No. Description
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Exhibit 1.1 Underwriting Agreement dated as of March 12, 2003,
between TAFR LLC, TMCC and Deutsche Bank Securities
Inc. and Salomon Smith Barney Inc., on behalf of
themselves and as representatives of the several
Underwriters.