<PAGE>
As filed with the Securities and Exchange Commission on March 9, 1994
Registration No. 33-52359
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under
The Securities Act of 1933
_________________
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3775816
(State of incorporation) (I.R.S. Employer
Identification Number)
19001 South Western Avenue
Torrance, California 90509
(310) 787-1310
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
__________________
William A. Plourde, Jr., Esq.
General Counsel
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
(310) 618-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
____________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous is pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered(1)(2)(3) Per Unit (4) Offering Price(2)(4) Fee(2)
------------------- ------------------- ---------------- -------------------- ------------
<S> <C> <C> <C> <C>
Debt Securities $ 4,790,520,000 100% $ 4,790,520,000 $1,379,310
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<FN>
(1) In U.S. Dollars or the equivalent thereof in one or more foreign or
composite currencies.
(2) Includes $790,520,000 aggregate principal amount of the Registrant's
Debt Securities which were previously registered under its Registration
Statement on Form S-3 (Registration No. 33-50674) and remain unsold as of
the date hereof. As permitted by Rule 429 under the Securities Act of
1933, the Prospectus filed as part of this Amendment No. 1 to Registration
Statement on Form S-3 will be used in connection with the offering of such
previously registered and unsold Debt Securities and the Debt Securities
covered hereby. The registration fee specified in the table has been
computed on the basis of $4,000,000,000 principal amount of Debt Securities
covered hereby (which amount was paid on February 22, 1994 with the
original filing of this Registration Statement), prior to including the
previously registered and unsold Debt Securities referred to above. The
requisite registration fee with respect to such previously registered and
unsold Debt Securities was paid upon the filing of the Registration
Statement on Form S-3 (Registration No. 33-50674).
(3) Plus such additional principal amount as may be necessary such that the
aggregate initial offering price of all Debt Securities, if any, issued
with original issue discount will equal their aggregate principal amount at
maturity.
(4) Estimated solely for the purpose of determining the registration fee.
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 9, 1994
PROSPECTUS
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
DEBT SECURITIES
------------------
Toyota Motor Credit Corporation ("TMCC") may offer from time to time its
senior unsecured debt securities consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities"), in an aggregate principal
amount of not more than $4,790,520,000 (the initial offering price of Debt
Securities sold at a discount will be used for purposes of the limitation) or,
if applicable, the equivalent thereof in any other currency or currencies. The
Debt Securities may be offered as a single series or as two or more separate
series in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and to be set forth in a Prospectus Supplement or
Prospectus Supplements.
The terms of each series of Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates and time or times of payment of any interest, any terms
for optional or mandatory redemption or payment of additional amounts or any
sinking fund provisions, the initial public offering price, the proceeds to TMCC
and any other specific terms in connection with the offering and sale of such
series will be set forth in a Prospectus Supplement or Prospectus Supplements.
As used herein, Debt Securities shall include debt securities denominated in
United States dollars or, at the option of TMCC if so specified in an applicable
Prospectus Supplement, in any other currency or in composite currencies or in
amounts determined by reference to an index.
The Debt Securities may be sold directly by TMCC, through agents designated
from time to time or to or through underwriters or dealers. See "Plan of
Distribution." If any agents of TMCC or any underwriters are involved in the
sale of any Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in the applicable Prospectus
Supplement. The net proceeds to TMCC from such sale also will be set forth in
the applicable Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE>
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT HERETO.
AVAILABLE INFORMATION
TMCC is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied at
the Public Reference Room of the Commission, Room 1024, at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, New York, New York 10048 and Northwestern Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies of
such material may also be obtained by mail from the Public Reference Section of
the Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 at
prescribed rates. Copies of such reports and other information may also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, on which an issue of TMCC's debt securities is listed.
TMCC has filed with the Commission a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus and the accompanying Prospectus Supplement do not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement, which may
be examined without charge at the public reference facilities maintained by the
Commission at the Public Reference Room of the Commission, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies thereof may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
TMCC's Annual Report on Form 10-K for the fiscal year ended September 30,
1993 and its Quarterly Report on Form 10-Q for the quarter ended December 31,
1993 are incorporated in and made a part of this Prospectus. All documents filed
by TMCC with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
such documents. A statement contained herein, in a Prospectus Supplement or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, in a Prospectus Supplement or in any
subsequently filed document which is incorporated by reference herein modifies
or supersedes such statement. Any such statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
TMCC WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS
DELIVERED, ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE DOCUMENTS THAT THIS PROSPECTUS INCORPORATES). REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO TOYOTA MOTOR CREDIT CORPORATION, 19001 SOUTH WESTERN
AVENUE, TORRANCE, CALIFORNIA 90509, ATTENTION: TREASURY, TELEPHONE NUMBER (310)
787-1310.
2
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
TMCC provides retail and wholesale financing, retail leasing and certain
other financial services to authorized Toyota and Lexus vehicle and Toyota
industrial equipment dealers and their customers in the United States (excluding
Hawaii). TMCC is a wholly owned subsidiary of Toyota Motor Sales, U. S. A., Inc.
("TMS"). TMS is primarily engaged in the wholesale distribution of automobiles,
light trucks, industrial equipment and related replacement parts and accessories
throughout the United States (excluding Hawaii). Substantially all of TMS's
products are either manufactured by its subsidiaries or are purchased from
Toyota Motor Corporation ("TMC"), the parent of TMS, or TMC's affiliates. TMCC
and its subsidiaries are collectively referred to as the "Company."
TMCC was incorporated in California on October 4, 1982, and commenced
operations in May 1983. TMCC's principal executive offices are located in the
TMS headquarters complex at 19001 South Western Avenue, Torrance, California
90509, and its telephone number is (310) 787-1310.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Debt Securities will be
added to TMCC's general funds and will be available for the purchase of earning
assets and for the retirement of debt. Such proceeds initially may be used to
reduce short-term borrowings or may be invested in short-term securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities may be issued from time to time as a single series or in
two or more separate series. The following description of the terms of the Debt
Securities sets forth certain general terms and provisions of the Debt
Securities to which any Prospectus Supplement may relate. The particular terms
of the Debt Securities offered by any Prospectus Supplement (the "Offered Debt
Securities"), and the extent to which such general provisions may apply to the
Offered Debt Securities, will be described in a Prospectus Supplement relating
to such Offered Debt Securities.
The Debt Securities will be issued under an indenture, dated as of August 1,
1991, as amended and supplemented by a first supplemental indenture dated as of
October 1, 1991, as such indenture may be further amended from time to time (the
"Indenture"), between TMCC and the trustee with respect to one or more series of
Debt Securities designated in the applicable Prospectus Supplement or Prospectus
Supplements (the "Trustee"). The terms of the Debt Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and holders
of the Debt Securities are referred to the Indenture and the Trust Indenture Act
for a statement thereof. The following summary of certain provisions of the Debt
Securities and of the Indenture does not purport to be complete and is qualified
in its entirety by reference to the Indenture, a copy of which has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part.
Capitalized terms used but not defined herein have the meanings given to them in
the Indenture.
THE DEBT SECURITIES WILL BE OBLIGATIONS SOLELY OF TMCC AND WILL NOT BE
OBLIGATIONS OF, OR GUARANTEED BY, TMS OR TMC DIRECTLY OR INDIRECTLY.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and Debt Securities may be issued
thereunder from time to time as a single series or in two or more separate
series up to the aggregate principal amount from time to time authorized by TMCC
for each series. As of the date of this Prospectus, TMCC has authorized the
issuance under the Indenture of up to $8,300,000,000 aggregate principal amount
of debt securities (the initial offering price of Debt Securities sold at a
discount is used for purposes of this limitation) of which approximately
$3,509,480,000 aggregate principal amount have previously been issued.
3
<PAGE>
The Debt Securities will be unsecured general obligations of TMCC and will
rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC
from time to time outstanding.
The applicable Prospectus Supplement or Prospectus Supplements will describe
the terms of the Offered Debt Securities, including: (i) the aggregate principal
amount and denominations of such Debt Securities; (ii) the date on which such
Debt Securities will mature; (iii) the date or dates on which the principal of
such Debt Securities is payable, if other than on maturity, or the method of
determination thereof; (iv) the rate or rates per annum (which may be fixed or
variable), or the formula for determining such rate or rates, at which such Debt
Securities will bear interest, if any; (v) the dates on which such interest, if
any, will be payable; (vi) the Place of Payment or transfer with respect to such
Debt Securities; (vii) the provisions for redemption or repayment of such Debt
Securities, if any, including the redemption and/or repayment price or prices
and any remarketing arrangements relating thereto; (viii) the sinking fund
requirements or amortization provisions, if any, with respect to such Debt
Securities; (ix) whether such Debt Securities are denominated or provide for
payment in United States dollars or a foreign currency or units of two or more
currencies; (x) the form (registered or bearer or both) in which such Debt
Securities may be issued and any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of Debt Securities in
either form; (xi) if TMCC will pay Additional Amounts in respect of Debt
Securities held by a person who is not a U.S. person in respect of specified
taxes, assessments or other governmental charges, under what circumstances TMCC
will pay such Additional Amounts and whether TMCC has the option to redeem the
affected Debt Securities rather than pay such Additional Amounts; (xii) whether
such Debt Securities will be issued in whole or in part in the form of one or
more global securities and, in such case, the Depositary for such global
securities; (xiii) the title of such Debt Securities, the series of which such
Debt Securities shall be a part and the Trustee with respect to such Debt
Securities; and (xiv) any other terms of such Debt Securities. Reference is made
to the Prospectus Supplement for the terms of the Debt Securities being offered
thereby. The variable terms of the Debt Securities are subject to change from
time to time, but no such change will affect any Debt Security already issued or
as to which an offer to purchase has been accepted by TMCC.
The provisions of the Indenture described above provide TMCC with the
ability, in addition to the ability to issue Debt Securities with terms
different from those of Debt Securities previously issued, to "reopen" a
previous issue or a series of Debt Securities and issue additional Debt
Securities of such issue or series.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and premium and interest, if any, on Debt Securities will be
made at the office of such Paying Agent or Paying Agents as TMCC may designate
from time to time, except that at the option of TMCC payment of any interest may
be made (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or (ii) by wire transfer to
an account maintained by the Person entitled thereto as specified in the
Security Register. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any installment of interest on Debt Securities will be
made to the Person in whose name such Debt Security is registered at the close
of business on the Regular Record Date for such interest.
Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee with respect to the Debt Securities of the related series, acting
through its Corporate Trust Office, will be designated as TMCC's sole Paying
Agent for payments with respect to Debt Securities of such series. TMCC may at
any time designate additional Paying Agents or rescind the designation of any
Paying Agent or approve a change in the office through which any Paying Agent
acts, except that TMCC will be required to maintain a Paying Agent in each Place
of Payment for such series. All moneys paid by TMCC to a Paying Agent for the
payment of principal of or premium or interest, if any, on any Debt
4
<PAGE>
Security which remain unclaimed at the end of one year after such principal,
premium or interest shall have become due and payable will be repaid to TMCC,
and the Holder of such Debt Security or any coupon will thereafter look only to
TMCC for payment thereof.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in an applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. A Debt Security in global form may not be
transferred except as a whole by the Depositary for such Debt Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. If any Debt
Securities of a series are issuable in global form, the applicable Prospectus
Supplement will describe the circumstances, if any, under which beneficial
owners of interests in any such global Debt Security may exchange such interests
for definitive Debt Securities of such series and of like tenor and principal
amount in any authorized form and denomination, the manner of payment of
principal of, premium and interest, if any, on any such global Debt Security and
the material terms of the depositary arrangement with respect to any such global
Debt Security.
CERTAIN COVENANTS
The Debt Securities will not be secured by mortgage, pledge or other lien.
TMCC has covenanted in the Indenture not to pledge or otherwise subject to any
lien any property or assets of TMCC unless the Debt Securities are secured by
such pledge or lien equally and ratably with all other obligations secured
thereby so long as such obligations shall be so secured; provided, however, that
such covenant does not apply to liens securing obligations which do not in the
aggregate at any one time outstanding exceed 5% of Consolidated Net Tangible
Assets (as defined below) of TMCC and its consolidated subsidiaries and also
does not apply to:
(a) the pledge of any assets of TMCC to secure any financing by TMCC of
the exporting of goods to or between, or the marketing thereof in, countries
other than the United States in connection with which TMCC reserves the
right, in accordance with customary and established banking practice, to
deposit, or otherwise subject to a lien, cash, securities or receivables for
the purpose of securing banking accommodations or as the basis for the
issuance of bankers' acceptances or in aid of other similar borrowing
arrangements;
(b) the pledge of receivables payable in currencies other than United
States dollars to secure borrowings in countries other than the United
States;
(c) any deposit of assets of TMCC with any surety company or clerk of
any court, or in escrow, as collateral in connection with, or in lieu of,
any bond on appeal by TMCC from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or
against TMCC or in favor of any governmental bodies to secure progress,
advance or other payments in the ordinary course of TMCC's business;
(d) any lien or charge on any property of TMCC, tangible or intangible,
real or personal, existing at the time of acquisition or construction of
such property (including acquisition through merger or consolidation) or
given to secure the payment of all or any part of the purchase or
construction price thereof or to secure any indebtedness incurred prior to,
at the time of, or within one year after, the acquisition or completion of
construction thereof for the purpose of financing all or any part of the
purchase or construction price thereof;
(e) any lien in favor of the United States of America or any state
thereof or the District of Columbia, or any agency, department or other
instrumentality thereof, to secure progress, advance or other payments
pursuant to any contract or provision of any statute;
5
<PAGE>
(f) any lien securing the performance of any contract or undertaking not
directly or indirectly in connection with the borrowing of money, obtaining
of advances or credit or the securing of debt, if made and continuing in the
ordinary course of business;
(g) any lien to secure non-recourse obligations in connection with
TMCC's engaging in leveraged or single-investor lease transactions; and
(h) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or
pledge referred to in clauses (a) through (g) above, provided, however, that
the amount of any and all obligations and indebtedness secured thereby will
not exceed the amount thereof so secured immediately prior to the time of
such extension, renewal or replacement, and that such extension, renewal or
replacement will be limited to all or a part of the property which secured
the charge or lien so extended, renewed or replaced (plus improvements on
such property).
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of TMCC and its consolidated subsidiaries, all as set forth on the
most recent balance sheet of TMCC and its consolidated subsidiaries prepared in
accordance with generally accepted accounting principles as practiced in the
United States.
SUCCESSOR CORPORATION
The Indenture provides that TMCC may consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with or into, any
other corporation, provided, that in any such case: (i) either TMCC shall be the
continuing corporation, or the successor corporation shall be a corporation
organized and existing under the laws of the United States or any state thereof
and shall expressly assume, by a supplemental indenture, executed and delivered
to each Trustee, in form satisfactory to each Trustee, all of the obligations of
TMCC under the Debt Securities and the Indenture; and (ii) TMCC or such
successor corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale, lease or conveyance, be in default in the
performance of any such obligation. Subject to certain limitations in the
Indenture, a Trustee may receive from TMCC an officer's certificate and an
opinion of counsel as conclusive evidence that any such consolidation, merger,
sale, lease or conveyance, and any such assumption, complies with the provisions
of the Indenture.
SUPPLEMENTAL INDENTURES
Supplemental indentures may be entered into by TMCC and the appropriate
Trustee with the consent of the Holders of 66 2/3% in principal amount of any
series of outstanding Debt Securities, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of modifying in any manner the rights of the Holders of each such
series affected by such modification or amendment, provided that no supplemental
indenture may, among other things, reduce the principal amount of or interest on
any Debt Securities, change the maturity date of the principal, the interest
payment dates or other terms of payment or reduce the percentage in principal
amount of outstanding Debt Securities of any series the consent of whose Holders
is necessary to modify or alter the Indenture, without the consent of each
Holder of Debt Securities affected thereby. Under certain circumstances,
supplemental indentures may also be entered into without the consent of the
Holders.
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of Debt
Securities as being any one of the following events and such other events as may
be established for the Debt Securities of a particular series: (i) default in
payment of principal on the Debt Securities of such series; (ii) default in
payment of any interest on the Debt Securities of such series and continuance of
such default for a period of 30 days; (iii) default in the deposit of any
sinking fund payment with respect to Debt
6
<PAGE>
Securities of such series when and as due; (iv) default in the performance, or
breach, of any other covenant or warranty of TMCC in the Indenture (other than a
covenant or warranty included in the Indenture solely for the benefit of a
series of Debt Securities other than such series) continued for 60 days after
appropriate notice; and (v) certain events of bankruptcy, insolvency or
reorganization. No Event of Default with respect to a particular series of Debt
Securities issued under the Indenture necessarily constitutes an Event of
Default with respect to any other series of Debt Securities issued thereunder.
If an Event of Default occurs and is continuing, the appropriate Trustee or the
Holders of at least 25% in aggregate principal amount of Debt Securities of each
series affected thereby may declare the Debt Securities of such series to be due
and payable. Any past default with respect to a particular series of Debt
Securities may be waived by the Holders of a majority in aggregate principal
amount of the outstanding Debt Securities of such series, except in a case of
failure to pay principal of, or premium, if any, or interest on such Debt
Securities for which payment had not been subsequently made or a default in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of the Holder of each outstanding Debt Security of
such series. TMCC will be required to file with each Trustee annually an
officer's certificate as to the absence of certain defaults. The appropriate
Trustee may withhold notice to Holders of any series of Debt Securities of any
default with respect to such series (except in payment of principal, premium, if
any, or interest) if it in good faith determines that it is in the interest of
such Holders to do so.
Subject to the provisions of the Indenture relating to the duties of a
Trustee in case an Event of Default shall occur and be continuing, a Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
have offered to such Trustee reasonable indemnity or security against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction. Subject to provisions in the Indenture for the
indemnification of a Trustee and to certain other limitations, the Holders of a
majority in principal amount of the outstanding Debt Securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the appropriate Trustee, or exercising
any trust or power conferred on such Trustee with respect to the Debt Securities
of such series.
SATISFACTION AND DISCHARGE OF INDENTURE
The Indenture will be discharged with respect to the Debt Securities of any
series upon the satisfaction of certain conditions, including the payment in
full of the principal of, and premium, if any, and interest on all of the Debt
Securities of such series or the deposit with the appropriate Trustee of an
amount in cash or United States government obligations sufficient for such
payment or redemption, in accordance with the Indenture.
DEFEASANCE
TMCC may terminate certain of its obligations under the Indenture with
respect to the Debt Securities of any series, including its obligations to
comply with the restrictive covenants set forth in the Indenture (see "Certain
Covenants") with respect to the Debt Securities of such series, on the terms and
subject to the conditions contained in the Indenture, by depositing in trust
with the appropriate Trustee cash or United States government obligations
sufficient to pay the principal of, and premium, if any, and interest on the
Debt Securities of such series to their maturity in accordance with the terms of
the Indenture and the Debt Securities of such series. In such event, the
appropriate Trustee will receive an opinion of counsel stating that such deposit
and termination will not have any federal income tax consequences to the
Holders.
REGARDING THE TRUSTEES
The Indenture contains certain limitations on the right of a Trustee, should
it become a creditor of TMCC, to obtain payment of claims in certain cases, or
to realize on certain property received in respect of any such claim as security
or otherwise. A Trustee is permitted to engage in other transactions with TMCC;
provided, however, that if a Trustee acquires any conflicting interest it must
eliminate such conflict or resign.
7
<PAGE>
The Indenture provides that, in case an Event of Default has occurred and is
continuing, a Trustee is required to use the degree of care and skill of a
prudent person in the conduct of his or her own affairs in the exercise of its
powers.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of New York.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth TMCC's ratio of earnings to fixed charges.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------- ----------------------------------------------------
1993 1992 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED
CHARGES(1)(2)..................... 1.68 1.50 1.56 1.39 1.34 1.27 1.25
<FN>
- ------------------------
(1) To maintain fixed charge coverage at the level specified in the Operating
Agreement, TMS from time to time has made noninterest-bearing advances and
income maintenance payments to TMCC. No such noninterest bearing advances
and income maintenance payments were made in fiscal years 1993, 1992 and
1991 or during the fiscal quarters ended December 31, 1993 and December 31,
1992. For financial statement presentation purposes, the imputed interest
on noninterest-bearing advances are included as charges to interest
expense. These charges and the income maintenance payments are offset in
the income statement as "Parent adjustment".
(2) The ratio of earnings to fixed charges was computed by dividing (i) the sum
of income before income taxes and fixed charges by (ii) fixed charges.
Fixed charges consist primarily of interest expense net of the effect of
noninterest-bearing advances. Had the amount shown in "Parent adjustment"
not been provided by TMS, the ratio of earnings to fixed charges for TMCC
would have been 1.56, 1.39, 1.34, 1.26, and 1.17 for the years ended
September 30, 1993, 1992, 1991, 1990 and 1989, respectively. The ratio of
earnings to fixed charges for TMS and subsidiaries was 2.07, 1.83, 2.54,
3.31 and 2.36 for the years ended September 30, 1993, 1992, 1991, 1990 and
1989, respectively. In March 1987, TMCC guaranteed payments of principal
and interest on $58 million principal amounts of bonds issued in connection
with the Kentucky manufacturing facility of an affiliate. As of December
31, 1993, TMCC has not incurred any fixed charges in connection with such
guarantee and no amount is included in any ratio of earnings to fixed
charges.
</TABLE>
PLAN OF DISTRIBUTION
TMCC may sell the Debt Securities through underwriters or agents or directly
to purchasers. A Prospectus Supplement will set forth the names of such
underwriters or agents, if any.
The Debt Securities may be sold to underwriters for their own account and
may be resold to the public from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. A Prospectus Supplement will set
forth any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
The Debt Securities may be sold directly by TMCC, or through agents
designated by TMCC from time to time. A Prospectus Supplement will set forth any
commission payable by TMCC to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a reasonable efforts
basis for the period of its appointment.
8
<PAGE>
The net proceeds to TMCC from the sale of the Debt Securities will be the
purchase price of the Debt Securities less any such discounts or commissions and
the other attributable expenses of issuance and distribution.
TMCC will agree to indemnify underwriters and agents against certain civil
liabilities, including liabilities under the Securities Act, or contribute to
payments underwriters or agents may be required to make in respect thereof.
LEGAL MATTERS
The validity of the Debt Securities offered hereby will be passed upon for
TMCC by William A. Plourde, Jr., Esq., General Counsel of TMCC. Unless otherwise
specified in an applicable Prospectus Supplement, Brown & Wood will act as
counsel for the underwriters or agents, if any.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of TMCC for the year ended September
30, 1993, have been so incorporated in reliance on the report of Price
Waterhouse, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of this offering are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . $1,379,310
Blue Sky fees and expenses . . . . . . . . . . . . 25,000
Printing and engraving expenses. . . . . . . . . . 35,000
Legal fees and expenses. . . . . . . . . . . . . . 150,000
Accounting fees and expenses . . . . . . . . . . . 50,000
Trustees fees. . . . . . . . . . . . . . . . . . . 35,000
Miscellaneous. . . . . . . . . . . . . . . . . . . 15,000
----------
Total. . . . . . . . . . . . . . . . . . . . $1,689,310
----------
----------
</TABLE>
ITEM 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an officer or director of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful.
TMCC's Bylaws authorize TMCC to indemnify its officers and directors
to the maximum extent permitted by the California Corporations Code. TMCC has
entered into indemnification agreements with its officers and directors to
indemnify such officers and directors to the maximum extent permitted by the
California Corporations Code.
II-1
<PAGE>
ITEM 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<C> <S>
4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC and The Chase
Manhattan Bank, N.A.
4.1(b)(2) First Supplemental Indenture dated as of October 1, 1991 among
TMCC, Bankers Trust Company and The Chase Manhattan Bank, N.A.
5.1 Opinions of William A. Plourde, Jr., General Counsel of TMCC and
O'Melveny & Myers.
12.1(3) Calculation of ratio of earnings to fixed charges.
12.2(4) Calculation of ratio of earnings to fixed charges excluding
Parent adjustment.
23.1 Consent of Price Waterhouse.
23.2 Consents of William A. Plourde, Jr., General Counsel of TMCC and
O'Melveny & Myers (included in Exhibit 5.1).
24.1(1) Power of Attorney
25.1(1) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Chase Manhattan Bank, N.A.
25.2(1) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of Bankers Trust Company.
<FN>
_________________________
(1) Previously filed.
(2) Incorporated herein by reference to the same numbered exhibit filed
with TMCC's Registration Statement on Form S-3, File No. 33-42854.
(3) Incorporated herein by reference to the same numbered exhibits filed
with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the
fiscal year ended September 30, 1993 and TMCC's Quarterly Report on
Form 10-Q, File No. 1-9961, for the quarterly period ended
December 31, 1993.
(4) Incorporated herein by reference to the same numbered exhibit filed
with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the
fiscal year ended September 30, 1993.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act, unless the information required to be included in
such post-effective amendment is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act and incorporated herein by reference;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of the registration statement as of the time it was
declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bone fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Torrance, State of California, on the 9th day of
March, 1994.
TOYOTA MOTOR CREDIT CORPORATION
By /s/ Wolfgang Jahn
----------------------------
Wolfgang Jahn
Group Vice President
Pursuant to the requirements of the Securities Act, this Amendment
No.1 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 9th day of March, 1994.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Wolfgang Jahn Group Vice President and Director
- --------------------------- (principal executive officer)
Wolfgang Jahn
/s/ Takafumi Murai Senior Vice President, Treasurer
- --------------------------- and Director
Takafumi Murai (principal financial officer)
/s/ Patrick Breene Controller
- --------------------------- (principal accounting officer)
Patrick Breene
/s/ Shinji Sakai Director
- ---------------------------
Shinji Sakai
/s/ John McGovern Director
- ---------------------------
John McGovern
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
/s/ Yale Gieszl Director
- ---------------------------
Yale Gieszl
/s/ Robert Pitts Director
- ---------------------------
Robert Pitts
/s/ Takashi Nishiyama Director
- ---------------------------
Takashi Nishiyama
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S>
4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC
and The Chase Manhattan Bank, N.A.
4.1(b)(2) First Supplemental Indenture dated as of October
1, 1991 among TMCC, Bankers Trust Company and The
Chase Manhattan Bank, N.A.
5.1 Opinions of William A. Plourde, Jr., General Counsel of TMCC and
O'Melveny & Myers.
12.1(3) Calculation of ratio of earnings to fixed
charges.
12.2(4) Calculation of ratio of earnings to fixed charges
excluding Parent adjustment.
23.1 Consent of Price Waterhouse.
23.2 Consents of William A. Plourde, Jr., General Counsel of TMCC and
O'Melveny & Myers (included in Exhibit 5.1).
24.1(1) Power of Attorney
25.1(1) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank, N.A.
25.2(1) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Bankers Trust Company.
_________________________
(1) Previously filed.
(2) Incorporated herein by reference to the same numbered exhibit filed
with TMCC's Registration Statement on Form S-3, File No. 33-42854.
(3) Incorporated herein by reference to the same numbered exhibits filed
with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the
fiscal year ended September 30, 1993 and TMCC's Quarterly Report on
Form 10-Q, File No. 1-9961, for the quarterly period ended
December 31, 1993.
(4) Incorporated herein by reference to the same numbered exhibit filed
with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the
fiscal year ended September 30, 1993.
</TABLE>
<PAGE>
APPENDIX
DESCRIPTION OF TOYOTA MOTOR CREDIT CORPORATION LOGO
The words "Toyota Motor Credit Corporation" are set forth in red block
capital letters and are surrounded by a red box. Next to the name of the
corporation, inside the box, are the initials "TMCC" in red block capital
letters surrounded by a red box.
<PAGE>
Exhibit 5.1
[TMCC Letterhead]
March 9, 1994
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Re: Debt Securities of
Toyota Motor Credit Corporation
-------------------------------
Ladies and Gentlemen:
You have requested my opinion in connection with the
proposed issuance and sale of $4,790,520,000 aggregate initial
offering price of debt securities (the "Debt Securities")
pursuant to an Indenture, dated as of August 1, 1991, as amended
and supplemented by the first supplemental indenture, dated as of
October 1, 1991, among Toyota Motor Credit Corporation (the
"Company"), Bankers Trust Company and The Chase Manhattan Bank,
N.A., as Trustees, (collectively, the "Indenture") under which
the Debt Securities are to be issued.
The Debt Securities, when executed and authenticated in
accordance with the terms of the Indenture and delivered to and
paid for by the purchasers thereof, will be legally valid and
binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally.
Pleased be advised that enforceability of the Debt
Securities and the Indenture is subject to the effect of general
principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in
equity or at law.
This opinion is limited to the federal law of the United
States of America and the laws of the State of California. I
disclaim any opinion as to any statute, rule, regulation,
ordinance, order or other promulgation of any regional or local
governmental body. I have relied upon the opinion dated March 9,
1994 of O'Melveny & Myers, special New York counsel to the
Company, attached hereto as Exhibit A with respect to all matters of
New York law that may have a bearing on the opinions set forth herein.
I have not made an independent investigation of the matters of New York
law covered in that opinion.
This opinion is furnished by me solely for your benefit and
may not be relied upon, quoted from, or delivered to any other
person without my express written consent; however, I consent to
the filing of this opinion as an exhibit to the Registration
<PAGE>
Toyota Motor Credit Corporation
Page 2
Statement being filed with the Securities and Exchange Commission
in connection with the registration of the Debt Securities and to
the reference to me under the heading "Legal Matters" in the
Prospectus included in such Registration Statement.
Respectfully submitted,
/s/William A. Plourde, Jr.
William A. Plourde, Jr.
General Counsel
<PAGE>
[O'Melveny & Myers letterhead]
March
9
1 9 9 4
871,848-068
LA1-216770.V2
William A Plourde, Jr., Esq.
General Counsel
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Re: Debt Securities of
Toyota Motor Credit Corporation
-------------------------------
Dear Mr. Plourde:
You have requested our opinion, as special New York
counsel to Toyota Motor Credit Corporation, a California
corporation (the "Company"), in connection with the proposed
issuance and sale of $4,790,520,000 aggregate initial offering
price of debt securities (the "Debt Securities") pursuant to an
Indenture, dated as of August 1, 1991, as amended and
supplemented by the first supplemental indenture, dated as of
October 1, 1991, among the Company, Bankers Trust Company and The
Chase Manhattan Bank, N.A., as Trustees, (collectively, the
"Indenture") under which the Debt Securities are to be issued.
Assuming the Debt Securities have been duly authorized
by all necessary action on the part of the Company, such Debt
Securities, when executed and authenticated in accordance with
the terms of the Indenture and delivered to and paid for by the
purchasers thereof, will be legally valid and binding obligations
of the Company, enforceable against the Company in accordance
with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally.
Pleased be advised that enforceability of the Debt
Securities and the Indenture is subject to the effect of general
principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in
equity or at law.
Exhibit A
<PAGE>
Page 2 - Toyota Motor Credit Corporation - March 9, 1994
This opinion is limited to the laws of the State of New York
and is furnished by us solely for your benefit and may not be relied upon,
quoted from or delivered to any other person without our express written
consent; however, we consent to the filing of this opinion as an exhibit
to the Registration Statement being filed with the Securities and Exchange
Commission in connection with the registration of the Debt Securities (the
"Registration Statement") and to your reliance on this opinion in
connection with your opinion filed as an exhibit to the Registration
Statement and your opinion of even date herewith to be delivered to
Bankers Trust Company.
Respectfully submitted,
/s/ O'Melveny & Myers
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 1 to the Registration Statement on Form
S-3 (No. 33-52359) (the "Prospectus") of our report dated October 29, 1993
appearing on page 21 of Toyota Motor Credit Corporation's Annual Report on Form
10-K for the year ended September 30, 1993. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 45 of such Annual Report on Form 10-K. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
/s/PRICE WATERHOUSE
Los Angeles, California
March 8, 1994
