FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: March 27, 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)
DELAWARE 333-74872 95-4836519
333-103406
(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 Amended and Restated
Trust Agreement dated as of March 1, 2003 (the "Trust Agreement"), by and among
TAFR LLC, as depositor, 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.
On March 27, 2003, the Trust caused the issuance, pursuant to that
certain 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
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-3A,
Class A-3B and Class A-4 (collectively, the "Notes").
On March 27, 2003, the Trust, TMCC as administrator, The Bank of New
York as indenture trustee and U.S. Bank Trust 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 March 27, 2003, the Trust entered into that certain ISDA Master
Agreement (the "Master Agreement") dated as of March 27, 2003, a Schedule to the
Swap Agreement dated as of March 27, 2003 (the "Schedule") and a Class A-3A
Confirmation to the Swap Agreement dated as of March 27, 2003 (the "Class A-3A
Confirmation," and together with the Master Agreement and the Schedule, the
"Swap Agreement"), collectively embodying an interest rate swap between the
Trust and TMCC, as swap counterparty.
On March 27, 2003, the Trust, as assignor, The Bank of New York, as
assignee, and TMCC, as swap counterparty, entered into that certain Assignment
of the Swap Agreement dated as of March 27, 2003 (the "Assignment"), pursuant to
which the Trust assigned its interest in the Swap Agreement to The Bank of New
York, as the Indenture Trustee.
On March 27, 2003, $375,000,000 of the Class A-2 Notes, $364,000,000 of
the Class A-3A Notes, $125,000,000 of the Class A-3B Notes and $206,000,000 of
the Class A-4 Notes 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 among TAFR LLC, TMCC and the Underwriters. The Underwriting
Agreement was filed as Exhibit 1.1 to an 8-K filing on March 27, 2003.
On March 27, 2003, the Trust, as Issuer, and TMCC, as initial holder of
the Revolving Liquidity Note (the "Revolving Liquidity Note"), entered into that
certain Revolving Liquidity Note Agreement dated as of March 27, 2003 (the
"Revolving Liquidity Note Agreement"), pursuant to which the Trust issued the
Revolving Liquidity Note to TMCC.
The Notes have been registered pursuant to the Securities Act of 1933,
as amended, under Registration Statement 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 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 Agreement, as Exhibit 4.7 is the
Schedule to the Swap Agreement, as Exhibit 4.8 is the Class A-3A Confirmation to
the Swap Agreement, as Exhibit 4.9 is the Assignment of the Swap Agreement and
as Exhibit 4.10 is the Revolving Liquidity Note 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 4.1 Sale and Servicing Agreement dated as of March 1,
2003, by and among the Registrant, as issuer, TAFR
LLC, as seller, and TMCC, as servicer.
Exhibit 4.2 Indenture dated as of March 1, 2003, by and between
the Registrant, as issuer, and The Bank of New York,
as indenture trustee and securities intermediary.
Exhibit 4.3 Receivables Purchase Agreement dated as of March 1,
2003, by and between TAFR LLC, as purchaser, and
TMCC, as seller.
Exhibit 4.4 Amended and Restated Trust Agreement dated as of
March 1, 2003, by and between TAFR LLC, as
depositor, and U.S. Bank Trust National Association,
as owner trustee.
Exhibit 4.5 Administration Agreement dated as of March 1, 2003,
by and among the Registrant, as issuer, TMCC, as
administrator, The Bank of New York, as indenture
trustee, and U.S. Bank Trust National Association,
as owner trustee.
Exhibit 4.6 Master Agreement dated as of March 27, 2003,
between the Registrant, as issuer, and TMCC, as swap
counterparty.
Exhibit 4.7 Schedule to the Swap Agreement dated as of March 27,
2003, between the Registrant, as issuer, and TMCC,
as swap counterparty.
Exhibit 4.8 Class A-3A Confirmation to the Swap Agreement dated
as of March 27, 2003, between the Registrant, as
issuer, and TMCC, as swap counterparty.
Exhibit 4.9 Assignment of the Swap Agreement dated as of March
27, 2003, by and among the Registrant, as assignor,
The Bank of New York, as assignee, and TMCC, as swap
counterparty.
Exhibit 4.10 Revolving Liquidity Note Agreement dated as of March
27, 2003, between the Registrant, as issuer, and
TMCC, as initial holder of the Revolving Liquidity
Note.
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/ John F. Stillo
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Name: John F. Stillo
Title: President
Date: April 10, 2003
EXHIBIT INDEX
Item 601(a) of Regulation S-K
Exhibit No. Description
Exhibit 4.1 Sale and Servicing Agreement dated as of March 1, 2003,
by and among the Registrant, as issuer, TAFR LLC, as
seller, and TMCC, as servicer.
Exhibit 4.2 Indenture dated as of March 1, 2003, by and between the
Registrant, as issuer, and The Bank of New York, as
indenture trustee and securities intermediary.
Exhibit 4.3 Receivables Purchase Agreement dated as of March 1,
2003, by and between TAFR LLC, as purchaser, and TMCC,
as seller.
Exhibit 4.4 Amended and Restated Trust Agreement dated as of March
1, 2003, by and between TAFR LLC, as depositor, and U.S.
Bank Trust National Association, as owner trustee.
Exhibit 4.5 Administration Agreement dated as of March 1, 2003, by
and among the Registrant, as issuer, TMCC, as
administrator, The Bank of New York, as indenture
trustee, and U.S. Bank Trust National Association, as
owner trustee.
Exhibit 4.6 Master Agreement dated as of March 27, 2003, between the
Registrant, as issuer, and TMCC, as swap counterparty.
Exhibit 4.7 Schedule to the Swap Agreement dated as of March 27,
2003, between the Registrant, as issuer, and TMCC, as
swap counterparty.
Exhibit 4.8 Class A-3A Confirmation to the Swap Agreement dated as
of March 27, 2003, between the Registrant, as issuer,
and TMCC, as swap counterparty.
Exhibit 4.9 Assignment of the Swap Agreement dated as of March 27,
2003, by and among the Registrant, as assignor, The Bank
of New York, as assignee, and TMCC, as swap
counterparty.
Exhibit 4.10 Revolving Liquidity Note Agreement dated as of March 27,
2003, between the Registrant, as issuer, and TMCC, as
initial holder of the Revolving Liquidity Note.