-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BT1MTIsbAONCA3Y67diky/8v5fr77qxldXc/wvTd5nRxCRAcI7TTpY8a8/GlYqNq N6VUjajM5saRe4IY2qtT5g== 0000950123-08-018221.txt : 20081223 0000950123-08-018221.hdr.sgml : 20081223 20081223115335 ACCESSION NUMBER: 0000950123-08-018221 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081219 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081223 DATE AS OF CHANGE: 20081223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 2008-B CENTRAL INDEX KEY: 0001434382 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 207155968 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-138140-04 FILM NUMBER: 081266228 BUSINESS ADDRESS: STREET 1: 27777 INKSTER ROAD CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: (248) 427-6300 MAIL ADDRESS: STREET 1: 27777 INKSTER ROAD CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: DAIMLERCHRYSLER AUTO TRUST 2008-B DATE OF NAME CHANGE: 20080505 8-K 1 y73196de8vk.htm FORM 8-K 8-K
 
 
UNITED STATES
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) December  19, 2008
Chrysler Financial Auto Securitization Trust 2008-B
(Exact name of Issuing Entity as specified in its charter)
Daimler Chrysler Financial Services Americas LLC
(Exact name of Sponsor and Depositor as specified in its charter)
         
State of Delaware   333-138140-04   20-7155968
 
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
c/o BNY Mellon Trust of Delaware as owner trustee,
White Clay Center, Route 273, Newark, Delaware
  19711
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (302) 283-8905
DaimlerChrysler Auto Trust 2008-B
 
(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))
 
 

 


 

Section 5 — Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     Effective December 19, 2008, the Issuing Entity changed its name from DaimlerChrysler Auto Trust 2008-B to Chrysler Financial Auto Securitization Trust 2008-B by filing an amendment to its Certificate of Trust (attached hereto as Exhibit 3.1) with the Secretary of State of the State of Delaware.
     In connection with the Issuing Entity’s name change, Chrysler Financial Services Americas LLC (“CFSA”), as depositor, and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), entered into Amendment No. 1 dated as of December 19, 2008 (the “Amendment”) to the Second Amended and Restated Trust Agreement dated as of May 1, 2008 among CFSA, Chrysler Financial Retail Receivables LLC and the Owner Trustee. The Amendment is annexed hereto as Exhibit 4.1.
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   Certificate of Trust of the Issuing Entity effective November 1, 2006, as amended by Certificate of Amendment effective April 30, 2008 and Certificate of Amendment effective December 19, 2008.
 
  4.1   Amendment No. 1 dated December 19, 2008 to the Second Amended and Restated Trust Agreement dated as of May 1, 2008, among CFSA, Chrysler Financial Retail Receivables LLC and the Owner Trustee.

2


 

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.
         
  Chrysler Financial Auto Securitization Trust 2008-B
     (Issuing Entity)
 
 
  By: CHRYSLER FINANCIAL SERVICES AMERICAS LLC
(Servicer)
 
  By:   /s/ Q. Gwynn Lam  
    Q. Gwynn Lam   
    Assistant Secretary   
 
Date: December 23, 2008

3


 

EXHIBIT INDEX
         
Exhibit No.   Description
 
  3.1    
Certificate of Trust of the Issuing Entity effective November 1, 2006, as amended by Certificate of Amendment effective April 30, 2008 and Certificate of Amendment effective December 19, 2008.
       
 
  4.1    
Amendment No. 1 dated December 19, 2008 to the Second Amended and Restated Trust Agreement dated as of May 1, 2008, among CFSA, Chrysler Financial Retail Receivables LLC and the Owner Trustee.

4

EX-3.1 2 y73196dexv3w1.htm EX-3.1: CERTIFICATE OF TRUST EX-3.1
Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:21 PM 12/19/2008
FILED 12:21 PM 12/19/2008
SRV 081213735 — 4244392 FILE
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF
DAIMLERCHRYSLER AUTO TRUST 2008-B
     THIS Certificate of Amendment to Certificate of Trust of DaimlerChrysler Auto Trust 2008-B (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned trustee to amend a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the “Act”).
     1. Name: The name of the statutory trust amended hereby is DaimlerChrysler Auto Trust 2008-B.
     2. Amendment: The Certificate of Trust of the Trust is hereby amended by changing the name of the statutory trust to Chrysler Financial Auto Securitization Trust 2008-B.
     3. Effective Date: This Certificate of Amendment shall be effective upon its filing with the Secretary of the State of Delaware.
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.
         
  BNY MELLON TRUST OF DELAWARE,
as Owner Trustee
 
 
  By:   /s/ James Ambagis    
    Name:   James Ambagis   
    Title:   Assistant Vice President   
 

 


 

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:50 PM 04/30/2008
FILED 01:50 PM 04/30/2008
SRV 080487743 — 4244392 FILE
CERTIFICATE OF AMENDMENT
OF
DAIMLERCHRYSLER AUTO TRUST 2007-C
          THIS Certificate of Amendment of DaimlerChrysler Auto Trust 2007-C (the “Trust”) is being duly executed and filed on behalf of the Trust by BNYM (Delaware) (formerly known as The Bank of New York (Delaware)), as Owner Trustee, to amend a statutory trust under the Delaware Statutory Trust Act (12 § Del. C. Section 3801 et seq.) (the “Act”).
          1. Name: The Certificate of Trust is hereby amended by changing name of the statutory trust to DaimlerChrysler Auto Trust 2008-B.
          2. Effective Date: This Certificate of Amendment shall be effective upon its filing with the Secretary of State of the State of Delaware.
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment in accordance with Section 3811(a) of the Act.
         
  BNYM (DELAWARE) (formerly known as The Bank of New York (Delaware)), not in its individual capacity but solely as Owner Trustee
 
 
  By:   /s/ Kristine K. Gullo    
    Name:   Kristine K. Gullo   
    Title:   Vice President   
 

 


 

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:23 AM 11/01/2006
FILED 11:23 AM 11/01/2006
SRV 061002375 — 4244392 FILE
CERTIFICATE OF TRUST
OF
DAIMLERCHRYSLER AUTO TRUST 2007-C
          THIS Certificate of Trust of DaimlerChrysler Auto Trust 2007-C (the “Trust”) is being duly executed and filed by The Bank of New York (Delaware), as Owner Trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 § Del. C. Section 3801 et seq.) (the “Act”).
          1. Name: The name of the statutory trust formed hereby is DaimlerChrysler Auto Trust 2007-C.
          2. Delaware Trustee: The name and business address of the trustee of the Trust, in the State of Delaware is The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.
          3. Effective Date: This Certificate of Trust shall be effective upon its filing with the Secretary of State of the State of Delaware.
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a) of the Act.
         
  THE BANK OF NEW YORK (Delaware),
not in its individual capacity but solely as Owner Trustee
 
 
  By:   /s/ Kristine K. Gullo    
    Name:   Kristine K. Gullo   
    Title:   Vice President   
 

 

EX-4.1 3 y73196dexv4w1.htm EX-4.1: AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED TRUST AGREEMENT EX-4.1
Exhibit 4.1
AMENDMENT NO. 1
TO THE
SECOND AMENDED AND RESTATED
TRUST AGREEMENT
OF
DAIMLERCHRYSLER AUTO TRUST 2008-B
     This Amendment No. 1, dated as of December 19, 2008 (the “Amendment”), to the Second Amended and Restated Trust Agreement of DaimlerChrysler Auto Trust 2008-B (the “Trust”), is made and entered into by CHRYSLER FINANCIAL SERVICES AMERICAS LLC (formerly known as DaimlerChrysler Financial Services Americas LLC) (the “Depositor”) and BNY MELLON TRUST OF DELAWARE (formerly known as BNYM (Delaware)) (the “Owner Trustee”).
WITNESSETH
     WHEREAS, the Trust is a Delaware statutory trust that was formed under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), pursuant to (i) the Certificate of Trust as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) and as amended by the Certificate of Amendment thereto and (ii) the Second Amended and Restated Trust Agreement, dated as of May 1, 2008 (the “Trust Agreement”), between the Depositor, DaimlerChrysler Retail Receivables LLC and the Owner Trustee;
     WHEREAS, the Depositor and the Owner Trustee desire to change the name of the Trust and amend the Trust Agreement as set forth herein;
     NOW, THEREFORE, intending to be legally bound, the parties hereto hereby agree as follows:
I. AMENDMENTS.
     A. The Trust Agreement is hereby amended by deleting the phrase “DaimlerChrysler Auto Trust 2008-B” in each and every instance in which such phrase appears and replacing it with the following phrase:
     “Chrysler Financial Auto Securitization Trust 2008-B”
     B. The Owner Trustee is hereby authorized and directed to sign this Amendment and to file with the Secretary of State a certificate of amendment to the certificate of trust in the form attached hereto as Annex A.
II. MISCELLANEOUS.
     A. Successors and Assigns. This Amendment shall be binding upon, and shall enure to the benefit of, the parties hereto, and their respective successors and assigns.

 


 

     B. Full Force and Effect. Except to the extent modified hereby, the Trust Agreement shall remain in full force and effect.
     C. Governing Law. This Amendment shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
     D. Effectiveness of Amendment. This Amendment shall be effective immediately upon execution by the parties hereto.
     E. Capitalized Terms. Capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.
     F. Severability of Provisions. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment which are valid, enforceable and legal.
[SIGNATURE PAGE FOLLOWS]

2


 

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.
         
  BNY MELLON TRUST OF DELAWARE,
as Owner Trustee
 
 
  By:   /s/ James Ambagis    
    Name:   James Ambagis   
    Title:   Assistant Vice President   
 
         
  CHRYSLER FINANCIAL SERVICES
AMERICAS LLC
 
 
  By:   /s/  Q. Gwynn Lam  
    Name:   Q. Gwynn Lam   
    Title:   Assistant Secretary   
 
         
Acknowledged and agreed as of the day and year first above written:

CHRYSLER RESIDUAL HOLDCO LLC
 
 
By:   Chrysler Financial Services Americas LLC    
       
       
By:   /s/  Q. Gwynn Lam  
  Name:   Q. Gwynn Lam   
  Title:   Assistant Secretary   
 


 

         
Annex A
[Form of certificate of amendment to the certificate of trust]

 


 

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF
DAIMLERCHRYSLER AUTO TRUST 2008-B
          THIS Certificate of Amendment to Certificate of Trust of DaimlerChrysler Auto Trust 2008-B (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned trustee to amend a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the “Act”).
          1. Name: The name of the statutory trust amended hereby is DaimlerChrysler Auto Trust 2008-B.
          2. Amendment: The Certificate of Trust of the Trust is hereby amended by changing the name of the statutory trust to Chrysler Financial Auto Securitization Trust 2008-B.
          3. Effective Date: This Certificate of Amendment shall be effective upon its filing with the Secretary of the State of Delaware.
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.
         
  BNY MELLON TRUST OF DELAWARE, as
Owner Trustee
 
 
  By:      
    Name:      
    Title:      
 

 

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