SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
California 95-3775816
(State of incorporation or organization) (IRS Employer)
Identification No.)
19001 S. Western Avenue, Torrance, California 90509
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
5 3/4% Notes due June 15, 1995 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
Information concerning the Registrant's 5 3/4% Notes due
June 15, 1995 is incorporated herein by reference to the Section
entitled "Description of Debt Securities" contained in the
preliminary prospectus (the "Prospectus") included in the
Registrant's Registration Statement on Form S-3 (Registration
Statement No. 33-42854), filed with the Securities and Exchange
Commission on September 19, 1991 and to the Section entitled
"Description of Notes" contained in the Prospectus Supplement dated
June 16, 1992 to the Prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b).
Item 2. Exhibits.
1.1 Specimen of Global Note.
1.2 Indenture dated as of August 1, 1991 between the
Registrant and The Chase Manhattan Bank, N.A.
(incorporated herein by reference to Exhibit 4.1(a)
filed with the Registrant's Registration Statement
on Form S-3, File No. 33-52359, filed with the
Securities and Exchange Commission on February 22,
1994).
1.3 First Supplemental Indenture dated as of October 1,
1991 among the Registrant, Bankers Trust Company
and The Chase Manhattan Bank, N.A. (incorporated
herein by reference to Exhibit 4.1(b) filed with
the Registrant's Registration Statement on Form S-
3, File No. 33-42854).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
TOYOTA MOTOR CREDIT CORPORATION
Dated: July 25, 1994 By: /s/ Wolfgang Jahn
Wolfgang Jahn
Group Vice President
FACE OF GLOBAL NOTE
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
REGISTERED REGISTERED
No. 001 PRINCIPAL AMOUNT
$150,000,000.00
CUSIP No. 892 332 AE7
TOYOTA MOTOR CREDIT CORPORATION
5 3/4% NOTES DUE JUNE 15, 1995
TOYOTA MOTOR CREDIT CORPORATION, a California corporation
(hereinafter, the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS on
June 15, 1995, and to pay interest thereon from June 15, 1992 or
from the most recent date on which interest has been paid or duly
provided for, semi-annually on June 15 and December 15 in each year
commencing December 15, 1992, and at maturity at the rate of 5 3/4%
per annum, until the principal hereof is paid or duly made
available for payment.
The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will as provided in the Indenture
be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date, which shall
be the June 1 or the December 1 (whether or not a Business Day)
immediately preceding such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly provided
for on any Interest Payment Date, shall forthwith cease to be
payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the
Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner,
all as more fully provided in the Indenture.
<PAGE>
Payment of the principal of and interest on this Note will be
made at the Office or Agency of the Company maintained by the
Company for such purpose, in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; and provided,
further, that AT THE OPTION OF THE COMPANY, the Holder of this Note
shall be entitled to receive payments of principal of and interest
on this Note by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the
Trustee not less than 15 days prior to the applicable payment date.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.
This Note is one of a series of Securities designated under
the Indenture as 5 3/4% Notes due June 15, 1995 (the "Notes").
Unless the certificate of authentication hereon has been
executed by or on behalf of The Chase Manhattan Bank, N.A., the
Trustee under the Indenture, or its successor thereunder, by the
manual signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
<PAGE>
In WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
Dated: June 23, 1992 TOYOTA MOTOR CREDIT CORPORATION
[SEAL] By: ___________________________
Robert Pitts
Vice President
Attest:
By:______________________________
Wolfgang Jahn
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK, N.A.
as Trustee
By:______________________________
Authorized Officer
<PAGE>
REVERSE OF GLOBAL NOTE
TOYOTA MOTOR CREDIT CORPORATION
5 3/4% NOTES DUE JUNE 15, 1995
This Note is one of a duly authorized series of the Securities
(hereinafter called the "Securities") of the Company, issued and to
be issued under an Indenture dated as of August 1, 1991, as amended
and supplemented by the First Supplemental Indenture dated as of
October 1, 1991 (herein called the "Indenture"), between the
Company, Bankers Trust Company and The Chase Manhattan Bank, N.A.,
as Trustee with respect to the Notes (herein called the "Trustee,"
which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee and the Holders of the Securities and
the terms upon which the Securities are to be authenticated and
delivered.
Except as otherwise provided in the Indenture, the Securities
will be issued in global form only registered in the name of The
Depository Trust Company (the "Depositary") or its nominee. The
Securities will not be issued in definitive form, except as
otherwise provided in the Indenture, and ownership of the
Securities shall be maintained in book entry form by the Depositary
for the accounts of participating organizations of the Depositary.
This Note will not be subject to redemption before maturity by
a sinking fund or otherwise.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected thereby at any time by the
Company and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Outstanding Securities of each
series affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
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this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender
of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney
duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations
therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--..................Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned Registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.) _____________________________
_________________________________________________________________
_________________________________________________________________
(Please print or typewrite name and address including postal zip
code of assignee)
_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing _______________________________________
attorney to transfer said Note on the books of the Company with
full power of substitution in the premises.
Dated: __________________________ ____________________________
NOTICE: The signature of the Registered Holder to this
assignment must correspond with the name as written upon
the face of the within instrument in every particular,
without alteration or enlargement or any change
whatsoever.
