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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 April 17, 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: 333-04336
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TOYOTA AUTO RECEIVABLES 1997-A GRANTOR TRUST
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(Exact name of registrant as specified in its charter)
California 33-6205229
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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 Receivables 1997-A Grantor Trust (the
"Trust") pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended. This Annual Report on Form 10-K omits responses or responds in a
modified fashion 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, contained in a letter dated
November 5, 1993 and made orally to TMCC's counsel in response to TMCC's
requests for exemptive relief from such reporting requirements.
PART I
ITEM 1. BUSINESS.
Omitted.
ITEM 2. PROPERTIES.
The Trust was formed on April 17, 1997 pursuant to a Pooling and Servicing
Agreement (the "Agreement"), dated as of April 1, 1997, among Toyota Motor
Credit Receivables Corporation as seller ("TMCRC" or the "Seller"), TMCC as
servicer (the "Servicer"), and Bankers Trust Company as trustee
(the "Trustee"). Pursuant to the Agreement, the Trust issued asset-backed
certificates (the "Certificates") representing undivided fractional ownership
interests in the Trust. The Certificates consist of one class of senior
certificates (the "Class A 6.45% Certificates") and two classes of
subordinated certificates ("Class B 6.60% Certificates" and "Class C 6.80%
Certificates"). All classes of certificates were registered and publicly
offered and sold.
The assets of the Trust primarily include a pool of retail installment sales
contracts (the "Receivables"), secured by new Toyota and Lexus and used
Toyota, Lexus and other vehicles. The Trust's business activities include
acquiring and holding the assets of the Trust, issuing the Certificates and
distributing proceeds to the Certificate holders.
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ITEM 2. PROPERTIES. (continued)
The following tables set forth information relating to Trust asset delinquency
as of September 30, 1997 and net losses for the period from April 1, 1997
through September 30, 1997:
September 30, 1997
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Aggregate
Contracts Balances
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Delinquent Contracts:
(i) 31-60 Days Delinquent 1,190 $12,452,801
(ii) 61-90 Days Delinquent 135 $1,432,492
(iii) Over 90 Days Delinquent 136 $1,567,429
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 1.92% 2.11%
(ii) 61-90 Days Delinquent .22% .24%
(iii) Over 90 Days Delinquent .22% .27%
Period Ending
September 30, 1997
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Contracts Amount
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Aggregate Net Losses: 298 $1,172,451
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
and there were approximately 31 direct participants in the DTC system holding
interests in the Certificates. Direct participants active in the DTC
system include Morgan Guaranty Trust Company of New York, as the nominee of
the Euroclear System in Europe and Asia, Citibank N.A., as the nominee of
Cedel Bank in Europe and Asia, and securities brokers and dealers, banks,
trust companies and clearing corporations. The Class A 6.45% 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 relating to
the Certificates, TMCRC sold the principal amount of all Certificates to
Credit Suisse First Boston Corporation, Lehman Brothers Inc., Goldman, Sachs &
Co., J.P. Morgan & Co., Merrill Lynch, Pierce, Fenner & Smith Inc., Morgan
Stanley & Co. Inc., Salomon Brothers Inc., Bear, Stearns & Co. Inc., First
Chicago Capital Markets, Inc., and UBS Securities LLC.
The net proceeds received by TMCRC from the sale of the Certificates was used
to purchase the Receivables from TMCC pursuant to the Receivables Purchase
Agreement and to fund 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.
Omitted.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted.
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 RECEIVABLES 1997-A GRANTOR TRUST
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 Retail Receivable Servicing Standards Herewith
and Related Exhibits
20(b) Annual Statement as to Compliance Filed
Herewith
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EXHIBIT 20(a)
Report of Independent Accountants on Compliance with
Specified Retail 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 retail 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 Retail Receivable Servicing Standards
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I. ADVANCES
Funds of the servicing entity shall be advanced in accordance with the
servicing agreement.
II. RETAIL FINANCE RECEIVABLE PAYMENTS
1. Retail finance receivable payments shall be deposited into the
servicer's bank accounts within two business days of receipt.
2. Retail finance 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. Retail finance receivable payments shall be allocated to principal,
interest, insurance, taxes or other items in accordance with the
borrower's loan documents.
4. Retail finance 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 borrower or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a borrower or investor shall be
posted on a timely basis to the borrower'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. BORROWER LOAN ACCOUNTING
The servicing entity's borrower loan records shall agree with, or
reconcile to, the records of borrowers with respect to the unpaid
principal balance on a monthly basis.
V. DELINQUENCIES
Records documenting collection efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly. Such
records shall describe the entity's activities in monitoring delinquent
loans 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 retail 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 of Toyota Motor Credit Corporation
("TMCC"), hereby certify as follows:
(a) a review of the activities of TMCC as Servicer under the Pooling and
Servicing Agreement (the "Agreement") dated April 1, 1997 among TMCC, Toyota
Motor Credit Receivables Corporation as seller, and Bankers Trust Company as
trustee, for the period from April 17, 1997 through September 30, 1997, and of
the performance of the Servicer under the Agreement has been made under my
supervision; and
(b) to the best of my knowledge, based on such review, the Servicer has
fulfilled all of its obligations under the Agreement throughout such period.
Date: December 22, 1997 /S/ GEORGE BORST
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George Borst
Senior Vice President
and General Manager
(Principal Executive Officer)
