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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
California 95-3775816
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(State of incorporation or organization) (IRS Employer)
Identification No.)
19001 S. Western Avenue, Torrance, California 90509
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(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
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6.30% Fixed Rate Medium-Term Notes New York Stock Exchange
due January 25, 1999
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
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
Information concerning the Registrant's 6.30% Fixed Rate Medium-Term Notes due
January 25, 1998 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 22, 1997 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).
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: January 28, 1997 By: /S/ WOLFGANG JAHN
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Wolfgang Jahn
Senior Vice President
and General Manager
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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- CUSIP No. 89233P $5,000,000.00
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TOYOTA MOTOR CREDIT CORPORATION
MEDIUM-TERM NOTE
(Fixed Rate, Non-Redeemable)
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* * * [ ] CHECK IF A PRINCIPAL INDEXED NOTE * * *
IF CHECKED, CALCULATION AGENT:
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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.
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ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
January 24, 1997 6.30% January 25, 1999
INTEREST
PAYMENT DATES:
Each May 15 and November 15,
commencing May 15, 1997
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
Not Applicable ("NA") NA NA
OPTIONAL REPAYMENT DATE(S):
NA
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DAY COUNT CONVENTION
[X] 30/360 FOR THE PERIOD FROM January 24, 1997 TO January 25, 1999.
[ ] 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:
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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
FIVE MILLION DOLLARS ($5,000,000.00)
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 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
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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.
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
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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,
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however, that at the option of the Company, payment of interest may be made by
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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
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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.
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.
<PAGE>
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 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.
<PAGE>
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 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.
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:
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Wolfgang Jahn
Group Vice President
Attest:
By:
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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:
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Authorized Officer
Date:
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<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
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(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).
$
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NOTICE: The signature on this Option to
Date: 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.
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
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(Insert Taxpayer Identification No.)
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(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
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books of the Company with full power of substitution in the premises.
Dated:
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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.
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.
