FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: September 9, 2003
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(Date of earliest event reported)
TOYOTA AUTO FINANCE RECEIVABLES LLC ON BEHALF OF THE
TOYOTA AUTO RECEIVABLES 2003-B OWNER TRUST
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(Exact name of registrant as specified in its charter)
DELAWARE 333-103406 95-4836519
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
19001 S. Western Avenue, EF12
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 September 18, 2003, Toyota Auto Finance Receivables LLC ("TAFR LLC") and
Toyota Motor Credit Corporation ("TMCC") entered into that certain Receivables
Purchase Agreement dated as of September 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 September 18,
2003, the Toyota Auto Receivables 2003-B Owner Trust, a Delaware statutory trust
created pursuant to that certain Trust Agreement dated as of July 18, 2003, as
amended and restated by the Amended and Restated Trust Agreement dated as of
September 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 September 1, 2003 (the "Sale
and Servicing Agreement"), pursuant to which the Receivables and related
property were transferred to the Trust. Also on September 18, 2003, the Trust
caused the issuance, pursuant to an Indenture dated as of September 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-3 Notes and the Class A-4 Notes (collectively, the "Notes").
The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, with an
aggregate scheduled principal balance, as of September 18, 2003, of
$1,271,000,000.00, were sold to J.P. Morgan Securities Inc., Lehman Brothers
Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Banc
One Capital Markets, Inc., Barclays Capital Inc., Credit Suisse First Boston
Corporation, Loop Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as underwriters (the "Underwriters"), pursuant to an Underwriting
Agreement dated as of September 9, 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 a Registration Statement on Form S-3 (Commission File
No. 333-103406 and 333-103406-01).
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 September 9, 2003,
between TAFR LLC, TMCC and J.P. Morgan Securities
Inc., Lehman Brothers Inc. and Morgan Stanley & Co.
Incorporated, 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/ John F. Stillo
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Name: John F. Stillo
Title: President
Date: September 17, 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 September 9, 2003,
between TAFR LLC, TMCC and J.P. Morgan Securities Inc.,
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated,
on behalf of themselves and as representatives of the
several Underwriters.