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UNITED STATES SECURITIES AND EXCHANGE COMMISSION PRIVATE
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the period September 24, 1997 (date of formation) to September 30, 1997
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number: 333-26717
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TOYOTA AUTO LEASE TRUST 1997-A
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(Exact name of registrant as specified in its charter)
California 33-0755530
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Toyota Motor Credit Receivables Corporation
19001 South Western Avenue
Torrance, California 90509
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 787-1310
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Securities registered pursuant to section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The registrant is a trust with no voting securities outstanding.
Exhibit Index is on Page 7.
Page 1 of 7
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This Annual Report on Form 10-K is filed by Toyota Motor Credit Corporation
("TMCC") on behalf of the Toyota Auto Lease Trust 1997-A (the "Trust")
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended. This Annual Report on Form 10-K omits responses or responds to
certain Items required by Form 10-K in accordance with the responses of the
Office of Chief Counsel, Division of Corporation Finance of the Securities and
Exchange Commission, made orally to TMCC's counsel in response to TMCC's
November 24, 1997 request for exemptive relief from such reporting
requirements.
PART I
ITEM 1. BUSINESS.
Omitted.
ITEM 2. PROPERTIES.
The Trust was formed pursuant to a Securitization Trust Agreement
(the "Agreement") dated as of September 1, 1997 between Toyota Leasing, Inc.
("TLI" or the "Transferor") and U.S. Bank National Association as trustee
(the "Trustee"). The property of the Trust consists of a Special Unit of
Beneficial Interest (the "SUBI") and the right to receive funds on deposit in
the Reserve Fund. The SUBI represents a beneficial interest in certain
specified assets of the Toyota Lease Trust, monies on deposit in certain
accounts and certain other assets. The Trust issued asset-backed certificates
("the Certificates") representing undivided interests in the Trust. The
Certificates consist of three classes of senior certificates
("Class A-1 6.20% Certificates", "Class A-2 6.35% Certificates", and
"Class A-3 6.45% Certificates") and one class of subordinated certificates
("Class B 6.75% Certificates"). The Class A Certificates were registered and
publicly offered and sold. The Class B Certificates were privately placed.
The assets of the Toyota Lease Trust consist primarily of retail closed-end
lease contracts and the new and used Toyota and Lexus vehicles related
thereto.
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ITEM 2. PROPERTIES. (continued)
The following tables set forth information relating to delinquency as of
September 30, 1997 and net losses for the period from August 1, 1997 through
September 30, 1997 of contracts in which the Trust has a beneficial interest:
September 30, 1997
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Aggregate
Contracts Balances
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Delinquent Contracts:
(i) 31-60 Days Delinquent 576 $12,943,046
(ii) 61-90 Days Delinquent 45 $974,803
(iii) Over 90 Days Delinquent 11 $299,901
September 30, 1997
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% of % of
Aggregate
Contracts Balances
Outstanding Outstanding
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Delinquency Rates:
(i) 31-60 Days Delinquent 1.01% 1.05%
(ii) 61-90 Days Delinquent .08% .08%
(iii) Over 90 Days Delinquent .02% .02%
Period Ending
September 30, 1997
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Contracts Amount
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Aggregate Net Losses: 127 $255,650
ITEM 3. LEGAL PROCEEDINGS.
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There is nothing to report with regard to this item.
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PART II
ITEM 5. OTHER MATTERS
The holder of record of all Certificates as of September 30, 1997, was Cede &
Co., the nominee of The Depository Trust Company ("DTC") in the United States.
Direct participants active in the DTC system include the Euroclear System and
Cedel Bank in Europe and Asia, and securities brokers and dealers, banks,
trust companies and clearing corporations. The Class A Certificates are
listed on the Luxembourg Stock Exchange and the Stock Exchange of Hong Kong
Limited.
Subject to the terms and conditions of the Underwriting Agreement, TLI sold
the Class A Certificates to Merrill Lynch, Pierce, Fenner & Smith Inc., Lehman
Brothers Inc., Morgan Stanley & Co. Inc., Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., J. P. Morgan & Co., BA Securities, Inc.,
and Salomon Brothers Inc.
The net proceeds from the sale of the Class A Certificates (i.e., the proceeds
of the public offering of the Class A Certificates less expenses relating
thereto) were applied by the Transferor to purchase the SUBI Certificate and
to make an initial deposit into the segregated trust account maintained by the
Trustee for the benefit of the Certificate holders.
ITEM 6. SELECTED FINANCIAL DATA.
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There is nothing to report with regard to this item.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted.
ITEM 11. EXECUTIVE COMPENSATION.
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
TMCC is not aware of any beneficial owners owning 5% or more of the
Certificates.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There is nothing to report with regard to this item.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Exhibits
The exhibits listed on the accompanying Exhibit Index, page 7, are filed as
part of this Report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TOYOTA AUTO LEASE TRUST 1997-A
BY: TOYOTA MOTOR CREDIT CORPORATION,
AS SERVICER
Date: December 22, 1997 By: /S/ GEORGE BORST
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George Borst
Senior Vice President
and General Manager
(Principal Executive Officer)
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificate holders during the period covered by
this report and the registrant does not intend to furnish such materials to
Certificate holders subsequent to the filing of this report.
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EXHIBIT INDEX
Exhibit Method
Number Description of Filing
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20(a) Report of Independent Accountants on Compliance Filed
with Specified Finance Lease Receivable Servicing Herewith
Standards and Related Exhibits
20(b) Annual Statement as to Compliance Filed
Herewith
20(c) Annualized Monthly Report Information Filed
Herewith
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EXHIBIT 20(a)
Report of Independent Accountants on Compliance with
Specified Finance Lease Receivable Servicing Standards
To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation
We have examined management's assertion about Toyota Motor Credit
Corporation's (the "Company's") compliance with the servicing standards
related to finance lease receivables identified in Exhibit I (collectively,
the "specified servicing standards") as set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers ("USAP") as of and for the year ended September 30, 1997 included in
the accompanying management assertion. Management is responsible for the
Company's compliance with the specified servicing standards. Our
responsibility is to express an opinion based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
specified servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on the Company's compliance with the specified servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned specified servicing standards as of and for the year ended
September 30, 1997 is fairly stated, in all material respects.
/S/ PRICE WATERHOUSE LLP
Los Angeles, California
October 31, 1997
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EXHIBIT I TO REPORT OF INDEPENDENT ACCOUNTANTS
Specified Finance Lease Receivable Servicing Standards
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I. ADVANCES
Funds of the servicing entity shall be advanced in accordance with the
servicing agreement.
II. FINANCE LEASE RECEIVABLE PAYMENTS
1. Finance lease receivable payments shall be deposited into the
servicer's bank accounts within two business days of receipt.
2. Finance lease receivable payments made in accordance with the
borrower's lease documents shall be posted to the applicable lessee
records within two business days of receipt.
3. Finance lease receivable payments shall be allocated to principal,
interest, insurance, taxes or other items in accordance with the
lease agreement.
4. Finance lease receivable payments identified as lease payoffs shall
be allocated in accordance with the lease agreement.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a lessee or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a lessee or investor shall be posted
on a timely basis to the lessee's or investor's records maintained
by the servicing entity.
3. Amounts remitted to investors per the investor reports shall agree
with canceled checks, or other form of payment, or bank statements.
IV. LESSEE LOAN ACCOUNTING
The servicing entity's lessee records shall agree with, or reconcile to,
the records of lessees' with respect to the regular monthly lease
payment and the remaining number of months in the lease agreement.
V. DELINQUENCIES
Records documenting collection efforts shall be maintained during the
period a lease is in default and shall be updated at least monthly.
Such records shall describe the entity's activities in monitoring
delinquent leases including, for example, phone calls, letters and
payment rescheduling plans in cases where the delinquency is deemed
temporary (e.g., illness or unemployment).
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MANAGEMENT ASSERTION AS TO COMPLIANCE
October 31, 1997
To Whom It May Concern:
As of and for the period ended September 30, 1997, Toyota Motor Credit
Corporation has complied in all material respects with the servicing standards
related to finance lease receivables identified in Exhibit I set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers.
/S/ NOBU SHIGEMI /S/ GEORGE BORST
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Nobu Shigemi George Borst
Senior Vice President Senior Vice President
and Treasurer and General Manager
/S/ GREGORY WILLIS
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Gregory Willis
Vice President
Finance and Administration
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EXHIBIT 20(b)
ANNUAL STATEMENT AS TO COMPLIANCE
Officer's Certificate
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I, George Borst, Senior Vice President and General Manager of Toyota
Motor Credit Corporation ("TMCC"), hereby certify as follows:
(a) a review of the activities of TMCC as Servicer under the 1997-A SUBI
Servicing Supplement (the "Agreement") dated September 1, 1997 among TMTT,
Inc., as Titling Trustee, TMCC, as Servicer, and U.S. Bank National
Association, as Trust Agent, for the period from September 24 through
September 30, 1997, and of the performance of the Servicer under the Agreement
has been made under my supervision;
(b) to the best of my knowledge, based on such review, no default has
occurred by the Servicer under the Agreement throughout such period; and
(c) throughout such period the Servicer has maintained in full force and
effect the Contingent and Excess Liability Insurance Policies required
pursuant to Section 4.12 of the Agreement.
Date: December 22, 1997 /S/ GEORGE BORST
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George Borst
Senior Vice President
and General Manager
(Principal Executive Officer)
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EXHIBIT 20(c)
Toyota Motor Credit Corporation
Annualized Monthly Report Information - Toyota Auto Lease Trust 1997-A
As of and for the period from August 1, 1997 through September 30, 1997
Investor Allocation Percentage 98.00%
Principal Distributions
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
Principal Allocations
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
Interest Distributions
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
Interest Allocations
Class A1 2,188,944.44
Class A2 3,554,236.11
Class A3 404,065.63
Class B 429,253.13
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Total 6,576,499.31
Certificate Distribution Amount Allocable
To Previously Unpaid Interest
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
Remaining Unpaid Interest
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
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Toyota Motor Credit Corporation
Annualized Monthly Report Information - Toyota Auto Lease Trust 1997-A
As of and for the period from August 1, 1997 through September 30, 1997
Outstanding Principal Balance
Class A1 410,000,000.00
Class A2 650,000,000.00
Class A3 72,750,000.00
Class B 73,850,000.00
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Total 1,206,600,000.00
Reimbursed Loss Amounts
Class A1 76,486.41
Class A2 121,257.30
Class A3 13,573.07
Class B 13,775.66
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Total 225,092.45
Certificate Distribution Amount Allocable
To Unreimbursed Loss Amounts
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
Unreimbursed Loss Amounts
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
Shortfalls
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 0.00
Servicing Fee
Class A1 697,287.45
Class A2 1,105,440.70
Class A3 123,738.77
Class B 125,585.62
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Total 2,052,052.54
Distributions To Transferor 9,865,212.46
Allocations To Transferor 0.00
Aggregate Net Investment Value 1,231,231,519.20
Payments Ahead 2,662,319.58
Change in Payments Ahead from the
previous year - increase/(decrease) 2,662,319.58
Servicer Advances 3,290,535.49
