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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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 fiscal year ended September 30, 1999
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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.)
c/o Toyota Leasing, Inc.
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: All securities
Registered under
333-26717
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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 certificate
evidencing the 1997- A Special Unit of Beneficial Interest (the "SUBI") the
right to receive funds on deposit in the Reserve Fund and certain other
investments held in accounts for the benefit of Certificateholders. 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, 1999 and net losses for the year ending September 30, 1999 of
contracts in which the Trust has a beneficial interest:
September 30, 1999
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Aggregate
Contracts Balances
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Delinquent Contracts:
(i) 31-60 Days Delinquent 772 $13,520,392
(ii) 61-90 Days Delinquent 38 $612,067
(iii) Over 90 Days Delinquent 14 $321,688
September 30, 1999
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% of % of
Aggregate
Contracts Balances
Outstanding Outstanding
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Delinquency Rates:
(i) 31-60 Days Delinquent 1.60% 1.57%
(ii) 61-90 Days Delinquent .08% .07%
(iii) Over 90 Days Delinquent .03% .04%
Year Ending
September 30, 1999
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Contracts Amount
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Aggregate Net Losses: 7,303 $15,895,356
Reference is made to Exhibit 20 (c) filed herewith which contains certain
additional information concerning the assets comprising the SUBI.
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. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The holder of record of all Class A Certificates as of September 30, 1999,
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.
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 23, 1999 By: /S/ GEORGE E. BORST
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George E. Borst
Senior Vice President
and General Manager
(Principal Executive Officer)
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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) Aggregate 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, 1999 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 on management's assertion about the entity's compliance 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 minimum 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, 1999 is fairly stated, in all material respects.
/S/ PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
October 29, 1999
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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 loan documents shall be posted to the applicable borrower
records within two business days of receipt.
3. Finance lease receivable payments shall be allocated to principal,
interest, insurance, taxes and other items in accordance with the
borrower's loan documents.
4. Finance lease receivable payments identified as loan payoffs shall be
allocated in accordance with the borrower's loan documents.
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 cancelled 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 payments
rescheduling plan in cases where the delinquency is deemed temporary
(e.g. illness or unemployment).
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MANAGEMENT ASSERTION AS TO COMPLIANCE
October 29, 1999
To Whom It May Concern:
As of and for the year ended September 30, 1999, 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/ NOBUKAZU TSURUMI /S/ GEORGE E. BORST
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Nobukazu Tsurumi George E. Borst
Group Vice President Senior Vice President
and Treasurer and General Manager
/S/ LLOYD MISTELE
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Lloyd Mistele
Vice President, Treasury
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EXHIBIT 20(b)
ANNUAL STATEMENT AS TO COMPLIANCE
Officer's Certificate
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I, George E. 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 year ended September 30, 1999, 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 23, 1999 /S/ GEORGE E. BORST
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George E. Borst
Senior Vice President
and General Manager
(Principal Executive Officer)
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EXHIBIT 20(c)
Toyota Motor Credit Corporation
Aggregate Monthly Report Information - Toyota Auto Lease Trust 1997-A
As of and for the year ended September 30, 1999
Investor Allocation Percentage 98.00%
Principal Distributions
Class A1 410,000,000.00
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 410,000,000.00
Principal Allocations
Class A1 337,385,952.97
Class A2 0.00
Class A3 0.00
Class B 0.00
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Total 337,385,952.97
Interest Distributions
Class A1 25,419,999.97
Class A2 41,274,999.97
Class A3 4,692,375.00
Class B 4,984,875.00
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Total 76,372,249.94
Interest Allocations
Class A1 23,301,666.63
Class A2 41,274,999.96
Class A3 4,692,375.00
Class B 4,984,875.00
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Total 74,253,916.59
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 3,439,583.33
Class A3 391,031.25
Class B 415,406.25
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Total 4,246,020.83
Outstanding Principal Balance
Class A1 0.00
Class A2 650,000,000.00
Class A3 72,750,000.00
Class B 73,850,000.00
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Total 796,600,000.00
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Toyota Motor Credit Corporation
Aggregate Monthly Report Information - Toyota Auto Lease Trust 1997-A
As of and for the year ended September 30, 1999
Reimbursed Loss Amounts
Class A1 3,590,628.37
Class A2 9,682,655.86
Class A3 1,083,665.87
Class B 1,100,091.07
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Total 15,457,041.17
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 2,816,790.44
Class A2 6,172,094.19
Class A3 759,455.67
Class B 758,736.58
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Total 10,507,076.88
Distributions To Transferor 11,802,547.91
Allocations To Transferor 0.00
Aggregate Net Investment Value 859,842,151.57
Payments Ahead 3,010,014.69
Change in Payments Ahead from the
previous year - increase/(decrease) (277,464.16)
Servicer Advances 3,496,575.62
Change in Servicer Advances from
previous year - increase/(decrease) (619,887.72)
Reserve Fund 30,780,787.98
Cumulative Withdrawals from the Reserve Fund 579,633.03
Amounts Reimbursed to the Reserve Fund 579,633.03
Maturity Advances Outstanding 44,364,807.50
