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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
7.55% Fixed Rate Medium-Term Notes New York Stock Exchange
due January 30, 1997
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
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 7.55% Fixed
Rate Medium-Term Notes due January 30, 1997 is incorporated
herein by reference to (i) the Section entitled "Description of
Debt Securities" contained in the prospectus (the "Prospectus")
dated March 9, 1994 filed with the Securities and Exchange
Commission pursuant to Rule 424(b); (ii) the Section entitled
"Description of Notes" contained in the Prospectus Supplement
dated March 9, 1994 filed with the Securities and Exchange
Commission pursuant to Rule 424(b); and (iii) the Pricing
Supplement dated January 27, 1995 filed with the Securities and
Exchange Commission pursuant to Rule 424(b).
Item 2. Exhibits.
1.1 Specimen of Fixed Rate Global Medium-Term 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: May 5, 1995 By: /s/ Wolfgang Jahn
Wolfgang Jahn
Group Vice President
and General Manager<PAGE>
<PAGE>
EXHIBIT 1.1
FIXED RATE GLOBAL MEDIUM-TERM 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 PRINCIPAL OR FACE AMOUNT
No. FX-91 CUSIP No. 89233PFT8 $50,000,000**
TOYOTA MOTOR CREDIT CORPORATION
MEDIUM-TERM NOTE
(Fixed Rate)
_________________________________________________________________
* * * [ ] CHECK IF A PRINCIPAL INDEXED NOTE * * *
IF CHECKED, CALCULATION AGENT: __________________
If this is a Principal Indexed Note, references herein to
"principal" shall be deemed to be the face amount hereof, except
that the amount payable upon Maturity of this Note shall be
determined in accordance with the formula or formulas set forth
below or in an attached Addendum hereto.
_________________________________________________________________
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
FEBRUARY 3, 1995 7.55% JANUARY 30, 1997
INTEREST PAYMENT DATES:
MAY 15, 1995, NOVEMBER 15, 1995
MAY 15, 1996, NOVEMBER 15, 1996
AND JANUARY 30, 1997
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INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
NOT APPLICABLE ("N/A") N/A N/A
OPTIONAL REPAYMENT DATE(S):
N/A
DAY COUNT CONVENTION
[ X] 30/360 FOR THE PERIOD FROM FEBRUARY 3, 1995 TO JANUARY 30, 1997.
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ X] No [ X] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
TOYOTA MOTOR CREDIT CORPORATION, a California corporation
("Issuer" or the "Company," which terms include 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 FIFTY MILLION DOLLARS,
or if this is a Principal Indexed Note, the principal amount as
determined in accordance with the terms set forth under "Other
Provisions" above and/or in the Addendum attached hereto, on the
Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay
interest on the principal or face amount as set forth above at
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the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment. Reference
herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified
above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, and on
the Stated Maturity Date or any Redemption Date or Optional
Repayment Date (if specified as repayable at the option of the
Holder in an attached Addendum) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due
and payable by declaration of acceleration pursuant to the
Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
that if the Original Issue Date is between a Regular Record Date
(as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date. Except as provided
above, interest payments will be made on the Interest Payment
Dates shown above. Unless otherwise specified above, the
"Regular Record Date" shall be the date 15 calendar days (whether
or not a Business Day) prior to the applicable Interest Payment
Date. Interest on this Note will accrue from and including the
most recent Interest Payment Date to which interest has been paid
or duly provided for or, if no interest has been paid, from the
Original Issue Date specified above, to, but excluding such
Interest Payment Date. If the Maturity or an Interest Payment
Date falls on a day which is not a Business Day as defined below,
the payment due on such Maturity or Interest Payment Date will be
paid on the next succeeding Business Day with the same force and
effect as if made on such Maturity or Interest Payment Date, as
the case may be, and no interest shall accrue with respect to
such payment for the period from and after such Maturity or
Interest Payment Date. 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. Any such interest which is payable, but
not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest"), 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.
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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 may 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.
Unless the certificate of authentication hereon has been
executed by or on behalf of Bankers Trust Company, the Trustee
for this Note 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.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company designated
as its Medium-Term Notes (the "Notes"). The Notes are 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, The Chase Manhattan Bank, N.A. and Bankers
Trust Company, 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 (as
defined below) and the Holders of the Notes and the terms upon
which the Notes are to be authenticated and delivered. Bankers
Trust Company shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor
Trustee with respect to the Notes, under the Indenture). The
terms of individual Notes may vary with respect to interest rates
or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
Except as otherwise provided in the Indenture, the Notes
will be issued in global form only registered in the name of The
Depository Trust Company (the "Depositary") or its nominee. The
Notes will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of the Notes shall be
maintained in book entry form by the Depositary for the accounts
of participating organizations of the Depositary.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the
Stated Maturity Date.
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If so provided above,this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Company at the applicable Redemption Price (as defined below),
together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption
Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption Date,
shown above, by the Annual Redemption Percentage Reduction, if
any, specified above hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
Unless otherwise specified in an Addendum attached hereto,
this Note is not subject to repayment at the option of the
Holder. If this Note shall be repayable at the option of the
Holder as specified in an attached Addendum hereto, unless
otherwise specified in such Addendum, on any Optional Repayment
Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the date
of repayment. If specified as repayable at the option of the
Holder in such Addendum, for this Note to be repaid in whole or
in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Trustee at its Corporate Trust
Office, or such address which the Company shall from time to time
notify the Holders of the Notes, not more than 60 nor less than
30 days prior to the related Optional Repayment Date. Exercise
of such repayment option by the Holder hereof shall be
irrevocable.
Interest payments on this Note shall include interest
accrued from, and including, the Original Issue Date indicated
above, or the most recent date to which interest has been paid or
duly provided for, to, but excluding, the related Interest
Payment Date or Maturity, as the case may be. Interest payments
for this Note shall be computed and paid on the basis of a
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360-day year of twelve 30-day months if the Day Count Convention
specified above is "30/360" for the period specified thereunder,
on the basis of the actual number of days in the related month
and a 360-day year if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or on the basis
of the actual number of days in the related year and month if the
Day Count Convention specified above is "Actual/Actual" for the
period specified thereunder.
As used herein, "Business Day" means any day other than a
Saturday or Sunday or any other day on which banks in The City of
New York are generally authorized or obligated by law or
executive order to close.
Notwithstanding anything to the contrary contained herein or
in the Indenture, for purposes of determining the rights of a
Holder of a Note for which the principal thereof is determined by
reference to the price or prices of specified commodities or
stocks, interest rate indices, interest or exchange rate swap
indices, the exchange rate of one or more specified currencies
(including a composite currency such as the European Currency
Unit) relative to an indexed currency or such other price,
exchange rate or other financial index or indices as specified
above (a "Principal Indexed Note"), in respect of voting for or
against amendments to the Indenture and modifications and the
waiver of rights thereunder, the principal amount of any such
Principal Indexed Note shall be deemed to be equal to the face
amount thereof upon issuance. The method for determining the
amount of principal payable at Maturity on a Principal Indexed
Note will be specified in an attached Addendum.
Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Note, its
payment dates or any other matter relating hereto may be modified
as specified in an Addendum relating hereto if so specified
above, and references herein to "as specified above" or similar
language of like import shall also be references to any such
Addendum.
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
<PAGE>
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 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
its 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 integral multiples
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.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
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All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
<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.
[FACSIMILE OF SEAL] TOYOTA MOTOR CREDIT CORPORATION
By:
Wolfgang Jahn
Group Vice President
Attest:
By:
John McGovern
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
BANKERS TRUST COMPANY
as Trustee
By: Dated:
Authorized Officer
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown on the face of this Note, this Note
with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued
for the portion not being repaid).
$
NOTICE: The signature on this
Date Option to Elect Repayment must
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
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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.
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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.
