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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) |
April 1, 2011 | |||
TD
Auto Finance LLC
(Exact name of Registrant as specified in its charter)
State of Michigan | 333-127963 | 20-2614244 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
27777 Inkster Road, Farmington Hills, Michigan |
48334-5326 | |||
(Address of principal executive offices) |
(Zip Code) | |||
Registrants telephone number, including area code |
(248) 427-6300 | |||
Chrysler Financial Services Americas LLC
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Section 8 Other Events
Item 8.01. Other Events.
Effective April 1, 2011,
the Registrant changed its name from Chrysler Financial Services Americas LLC to TD Auto Finance LLC by filing an amendment to
its Articles of Organization (annexed hereto as Exhibit 3.1) with the Michigan Department of Labor & Economic Growth,
Bureau of Commercial Services. The amendment to the Articles of Organization amends the Registrants Articles of Organization
filed as Exhibit 3.1 to the Registration Statement on Form S-3 effective December 17, 2009 (File No. 333-163025).
In connection with the purchase agreement dated as of
December 20, 2010 among The Toronto-Dominion Bank, TD Bank, National Association, FinCo Intermediate
HoldCo LLC and other parties named therein, FinCo Intermediate HoldCo LLC, as sole member of the Registrant, entered into the Fifth
Amended and Restated Limited Liability Company Operating Agreement of the Registrant dated as of April 1, 2011 whereby the
sole members interest in the Registrant was reclassified as a common share. The Fifth Amended and Restated Limited
Liability Company Operating Agreement is annexed hereto as Exhibit 3.2. In connection with the Registrants
name change, TD Bank, National Association, as sole member, subsequently entered into the Sixth Amended and Restated Limited Liability Company
Operating Agreement of the Registrant dated as of April 1, 2011. The Sixth Amended and Restated Limited Liability Company Operating
Agreement of the Registrant is annexed hereto as Exhibit 3.3.
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Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) | Not applicable. | ||
(b) | Not applicable. | ||
(c) | Not applicable. | ||
(d) | Exhibits: |
3.1 | Amendment to Articles of Organization of TD Auto Finance LLC. | ||
3.2 | Fifth Amended and Restated Limited Liability Company Operating Agreement dated as of April 1, 2011. | ||
3.3 | Sixth Amended and Restated Limited Liability Company Operating Agreement dated as of April 1, 2011. |
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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.
TD AUTO FINANCE LLC |
||||
By: | /s/ Q. Gwynn Lam | |||
Q. Gwynn Lam | ||||
Assistant Secretary | ||||
Date: April 5, 2011
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EXHIBIT INDEX
Exhibit No. | Description | |
3.1 |
Amendment to Articles of Organization of TD Auto Finance LLC. | |
3.2 |
Fifth Amended and Restated Limited Liability Company Operating Agreement dated as of April 1, 2011. | |
3.3 |
Sixth Amended and Restated Limited Liability Company Operating Agreement dated as of April 1, 2011. |
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