<PAGE>
PROSPECTUS SUPPLEMENT DATED NOVEMBER 9, 1998
(TO PROSPECTUS DATED SEPTEMBER 3, 1998)
US $1,000,000,000
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
5.625% NOTES DUE 2003
---------------------
Interest payable on May 13 and November 13, commencing May 13, 1999.
------------------------
Toyota Motor Credit Corporation ("TMCC") may not redeem the Notes prior to
maturity.
An application will be made to list the Notes on the Luxembourg Stock Exchange.
------------------------
ISSUE PRICE 99.837% AND ACCRUED INTEREST, IF ANY.
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS AND
PRICE TO PUBLIC COMMISSIONS PROCEEDS TO TMCC
---------------------- ------------------- ----------------------
<S> <C> <C> <C>
Per Note................................... 99.837% 0.30% 99.537%
Total...................................... US $998,370,000 US $3,000,000 US $995,370,000
</TABLE>
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Underwriters expect to deliver the Notes through the facilities of The
Depository Trust Company, the Euroclear System and Cedel Bank, societe anonyme,
to purchasers on November 13, 1998.
------------------------
THE JOINT BOOKRUNNERS ARE:
MORGAN STANLEY DEAN WITTER WARBURG DILLON READ
------------------
NOMURA SECURITIES SALOMON SMITH BARNEY
BARCLAYS CAPITAL BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO.
ING BARINGS BBL J.P. MORGAN & CO.
LEHMAN BROTHERS MERRILL LYNCH INTERNATIONAL
PARIBAS
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Statement Regarding Forward-Looking
Statements................................... S-2
Incorporation of Certain Documents by
Reference.................................... S-3
Selected Financial Information................. S-4
Capitalization................................. S-6
Description of the Notes....................... S-7
Same-Day Settlement and Payment................ S-11
Underwriting................................... S-12
Listing and General Information................ S-14
Annex I -- Global Clearance, Settlement and Tax
Documentation Procedures..................... S-15
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Toyota Motor Credit Corporation................ 3
Use of Proceeds................................ 3
Description of Debt Securities................. 3
Ratio of Earnings to Fixed Charges............. 8
Plan of Distribution........................... 9
Legal Matters.................................. 9
Experts........................................ 9
</TABLE>
This document does not constitute an offer or invitation by or on behalf of
Toyota Motor Credit Corporation ("TMCC") or by any of the Underwriters (see
"Underwriting" for a listing thereof) to purchase any of the Notes. The
distribution of this Prospectus Supplement and the accompanying Prospectus and
the offer or sale of the Notes in certain jurisdictions may be restricted by
law; persons into whose possession this Prospectus Supplement and the
accompanying Prospectus come are required by the Underwriters and TMCC to inform
themselves about and to observe any such restrictions. For a description of
certain restrictions on offers and sales of the Notes and on distribution of
this Prospectus Supplement and the accompanying Prospectus, see "Underwriting".
You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. TMCC
has not authorized anyone to make any representation in connection with the
Notes or to provide you with information different from that contained in this
Prospectus Supplement and the accompanying Prospectus. TMCC is offering to sell
the Notes, and seeking offers to buy the Notes, only in jurisdictions where
offers and sales are permitted. The information contained in this Prospectus
Supplement and the accompanying Prospectus is accurate only as of the date of
this Prospectus Supplement and the date of the accompanying Prospectus,
regardless of the time of delivery of this Prospectus Supplement and the
accompanying Prospectus or any sales of the Notes.
TMCC, having made all reasonable inquiries, confirms that this Prospectus
Supplement and the accompanying Prospectus are true and accurate in all material
respects and are not misleading, that the opinions and intentions expressed
herein are honestly held and that there are no other facts the omission of which
make this Prospectus Supplement or the accompanying Prospectus, including any
information incorporated by reference herein, as a whole, or any of such
information or the expression of any such opinions or intentions misleading.
TMCC accepts responsibility accordingly.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus and the documents
incorporated by reference herein contain certain forward-looking statements, as
such term is defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), relating to future events and the financial performance of
TMCC. Such statements are only predictions and involve risks and uncertainties,
resulting in the possibility that the actual events or performance will differ
materially from such predictions.
S-2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
TMCC's Annual Report on Form 10-K for the fiscal year ended September 30,
1997 and its Quarterly Reports on Form 10-Q for the quarters ended December 31,
1997, March 31, 1998 and June 30, 1998 are incorporated in and made a part of
this Prospectus Supplement. All documents filed by TMCC with the United States
Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus Supplement and
prior to the termination of the offering of the Notes shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. A statement contained herein, in the accompanying Prospectus
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
Supplement to the extent that a statement contained herein, in the accompanying
Prospectus 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 Supplement.
TMCC WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS
SUPPLEMENT 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 SUPPLEMENT 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.
S-3
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected financial data for the five years ended September 30,
1997 has been derived from financial statements examined by
PricewaterhouseCoopers LLP, independent accountants, included in the Annual
Reports of TMCC on Form 10-K for the years ended September 30, 1997, 1996, 1995,
1994 and 1993. TMCC's selected financial data for the nine months ended June 30,
1998 and 1997 has been derived from TMCC's unaudited financial statements
included in the Quarterly Report of TMCC on Form 10-Q for the quarter ended June
30, 1998 which, in the opinion of management, includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of the data for the interim periods presented. The information for the nine
months ended June 30, 1998 is not necessarily indicative of the results that may
be expected for the full fiscal year or any other interim period. The Annual
Report on Form 10-K for the year ended September 30, 1997 and the Quarterly
Report for the quarter ended June 30, 1998 referred to above are among the
documents incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus. The following information should be read in conjunction
with the financial statements of TMCC contained in such documents. See
"Incorporation of Certain Documents by Reference".
<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30 YEARS ENDED SEPTEMBER 30,
-------------------- -----------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
--------- --------- --------- --------- --------- --------- ---------
(UNAUDITED) (U.S. DOLLARS IN MILLIONS)
(U.S. DOLLARS
IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
FINANCING REVENUES:
Leasing....................................... $ 1,943 $ 2,074 $ 2,739 $ 2,454 $ 1,902 $ 1,230 $ 751
Retail financing.............................. 394 328 446 415 431 413 468
Wholesale and other dealer financing.......... 73 68 89 109 121 86 80
--------- --------- --------- --------- --------- --------- ---------
Total financing revenues...................... 2,410 2,470 3,274 2,978 2,454 1,729 1,299
Depreciation on operating leases.............. 1,261 1,354 1,790 1,626 1,230 735 385
Interest expense.............................. 722 680 918 820 716 486 454
--------- --------- --------- --------- --------- --------- ---------
Net financing revenues........................ 427 436 566 532 508 508 460
Other revenues................................ 130 118 176 136 113 95 80
--------- --------- --------- --------- --------- --------- ---------
Net financing revenues and other revenues..... 557 554 742 668 621 603 540
--------- --------- --------- --------- --------- --------- ---------
EXPENSES:
Operating and administrative.................. 278 232 323 293 255 232 225
Provision for credit losses................... 108 101 136 115 66 78 60
--------- --------- --------- --------- --------- --------- ---------
Total expenses.............................. 386 333 459 408 321 310 285
--------- --------- --------- --------- --------- --------- ---------
Income before income taxes.................... 171 221 283 260 300 293 255
Provision for income taxes.................... 72 92 121 108 117 118 97
--------- --------- --------- --------- --------- --------- ---------
Net Income.................................. $ 99 $ 129 $ 162 $ 152 $ 183 $ 175 $ 158
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
BALANCE SHEET DATA
Investments in operating leases, net............ $ 9,775 $ 10,437 $ 10,257 $ 10,831 $ 8,148 $ 6,215 $ 3,050
Finance receivables, net........................ 11,390 8,856 8,452 7,474 7,227 7,834 7,226
Total assets.................................... 22,370 20,174 19,830 19,309 16,225 14,791 11,179
Notes and loans payable......................... 16,932 15,236 14,745 15,014 12,696 11,833 8,833
Capital stock (1)............................... 915 915 915 915 865 865 680
Retained earnings(2)............................ 1,258 1,126 1,159 997 844 662 487
RATIO OF EARNINGS TO FIXED CHARGES(3)........... 1.24x 1.32x 1.31x 1.32x 1.42x 1.60x 1.56x
</TABLE>
(FOOTNOTES CONTINUED ON NEXT PAGE)
S-4
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
- ------------------------------
(1) $10,000 par value per share.
(2) TMCC has not paid any dividends to date.
(3) 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. The ratio of earnings to fixed charges for
TMCC's parent, Toyota Motor Sales, U.S.A., Inc., and subsidiaries was 1.92,
1.49, 1.74, 1.90 and 2.07 for the years ended September 30, 1997, 1996,
1995, 1994 and 1993, respectively. TMCC has guaranteed payments of principal
and interest on $118 million principal amount of bonds issued in connection
with the manufacturing facilities of certain of its affiliates. The latest
maturity date of such guaranteed bonds is June 2028. As of June 30, 1998,
TMCC had incurred no fixed charges in connection with such guarantees and no
amount is included in any ratio of earnings to fixed charges.
S-5
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of TMCC at
June 30, 1998:
<TABLE>
<CAPTION>
BALANCE AT BALANCE AS
JUNE 30, 1998 ADJUSTED(3)
------------- -----------
(UNAUDITED)
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C>
DEBT:(1)
Notes and loans payable within one year, net(2)..................................... $ 4,427 $ 5,042
Notes and loans payable after one year, net......................................... 13,508 15,053
------------- -----------
TOTAL DEBT............................................................................ 17,935 20,095
------------- -----------
SHAREHOLDER'S EQUITY:
Capital stock, U.S. $10,000 par value (100,000 shares authorized; 91,500 issued and
outstanding at June 30, 1998 and as adjusted) 915 915
Retained earnings................................................................... 1,258 1,258
Net unrealized gains on marketable securities....................................... 14 14
------------- -----------
TOTAL SHAREHOLDER'S EQUITY.......................................................... 2,187 2,187
------------- -----------
TOTAL CAPITALIZATION.................................................................. $ 20,122 $ 22,282
------------- -----------
------------- -----------
</TABLE>
- ------------------------
(1) Amounts are quoted in U.S. dollars and include the effect of separate cross
currency interest rate swap agreements effectively converting foreign
currency notes into fixed U.S. dollar obligations at the respective cross
currency interest rate swap agreement contract rates. See Note 4 of TMCC's
June 30, 1998 Quarterly Report on Form 10-Q incorporated by reference into
this Prospectus Supplement.
(2) Includes debt maturing within one year of June 30, 1998 and commercial
paper.
(3) As adjusted to give effect to (i) the issuance of medium-term notes totaling
U.S. $1,897,979,000 during the period July 1, 1998 through October 31, 1998,
(ii) the maturity and repurchase of medium-term notes and bonds totaling
U.S. $1,217,154,000 during the period July 1, 1998 through October 31, 1998,
(iii) the issuance of floating rate demand notes totaling U.S. $31,335,000
during the period July 1, 1998 through October 31, 1998, (iv) the maturity
of floating rate demand notes totaling U.S. $37,351,000 during the period
July 1, 1998 through October 31, 1998, (v) the net increase of commercial
paper totaling U.S. $485,584,000 during the period July 1, 1998 through
October 31, 1998, and (vi) the Notes offered hereby.
S-6
<PAGE>
DESCRIPTION OF THE NOTES
The Notes will be issued as a series of debt securities under an Indenture,
dated as of August 1, 1991, as amended by the First Supplemental Indenture,
dated as of October 1, 1991 (the "Indenture"), between TMCC, The Chase Manhattan
Bank and Bankers Trust Company. The Chase Manhattan Bank will act as trustee
with respect to the Notes (the "Trustee"). The following summary of certain
provisions of the Notes 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
Supplement and the accompanying Prospectus are a part. Capitalized terms used
but not defined herein have the meanings given to them in the Indenture or the
Notes, as the case may be.
GENERAL
The Notes will be limited to US $1,000,000,000 aggregate principal amount
and will mature on November 13, 2003. The Notes will bear interest from November
13, 1998 at the rate shown on the front cover of this Prospectus Supplement,
payable semiannually on May 13 and November 13 in each year, beginning on May
13, 1999, to Holders of record on the preceding April 28 and October 29,
respectively. Interest will be calculated on the basis of a 360-day year of
twelve 30-day months.
The Notes will not be subject to redemption before maturity, by a sinking
fund or otherwise.
The Notes will be issued in denominations of US $1,000 and integral
multiples thereof.
PRESCRIPTION
In the event that any money for the payment of principal or interest in
respect of any Notes remains unclaimed for one year after such principal or
interest has become due and payable, then such amounts shall be paid to TMCC and
all liability of the Trustee or any paying agent shall cease and any holder of
such Notes shall look only to TMCC for payment thereof; provided however, that
the Trustee or the paying agent shall cause a notice to be published and specify
a date upon which such principal or interest may be claimed prior to any
repayment to TMCC.
GLOBAL NOTES, DELIVERY AND FORM
Upon issuance, all Notes will be represented by one or more fully registered
global securities (the "Global Notes"). Each such Global Note will be deposited
with, or on behalf of, The Depository Trust Company ("DTC"), as Depositary, and
registered in the name of Cede & Co. (DTC's partnership nominee). Unless and
until it is exchanged in whole or in part for Notes in definitive form, no
Global Note may be transferred except as a whole by the Depositary 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.
So long as DTC, or its nominee, is a registered owner of a Global Note, DTC
or its nominee, as the case may be, will be considered the sole owner or Holder
of the Notes represented by such Global Note for all purposes under the
Indenture. Except as provided below, the actual owners of the Notes represented
by a Global Note (each a "Beneficial Owner") will not be entitled to have the
Notes represented by such Global Notes registered in their names, will not
receive or be entitled to receive physical delivery of the Notes in definitive
form, except as described below, and will not be considered the owners or
Holders thereof under the Indenture, including for purposes of receiving any
reports delivered by TMCC or the Trustee pursuant to the Indenture. Accordingly,
each person owning a beneficial interest in a Global Note must rely on the
procedures of DTC and, if such person is not a participant of DTC (a
"Participant"), on the procedures of the Participant through which such person
owns its interest, to exercise any rights of a Holder under the Indenture. TMCC
understands that under existing industry practices, in the event that TMCC
requests any action of Holders or that an owner of a beneficial interest in such
a Global
S-7
<PAGE>
Note desires to give or take any action which a Holder is entitled to give or
take under the Indenture, DTC would authorize the Participants holding the
relevant beneficial interests to give or take such action and such Participants
would authorize Beneficial Owners owning through such Participants to give or
take such action or would otherwise act upon the instructions of Beneficial
Owners. Conveyance of notices and other communications by DTC to Participants,
by Participants to Indirect Participants, as defined below, and by Participants
and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
If (x) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by TMCC
within 60 days, (y) TMCC executes and delivers to the Trustee a Company Order to
the effect that the Global Notes shall be exchangeable for Notes in definitive
form ("Definitive Notes") or (z) an Event of Default has occurred and is
continuing with respect to the Notes, the Global Notes will be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in denominations of US $1,000 and integral multiples thereof. Such
Definitive Notes shall be registered in such name or names as the Depositary
shall instruct the Trustee. It is expected that such instructions may be based
upon directions received by the Depositary from Participants with respect to
ownership of beneficial interests in such Global Notes.
The following is based on information furnished by DTC:
DTC will act as securities depository for the Notes. The Notes will be
issued as fully registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One or more fully registered Global Notes will be
issued for the Notes in the aggregate principal amount of such issue, and will
be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its Participants deposit with
DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants of DTC ("Direct Participants") include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to DTC's system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the United States
Securities and Exchange Commission.
Purchases of Notes under DTC's system must be made by or through Direct
Participants, which will receive a credit for the Notes on DTC's records. The
ownership interest of each Beneficial Owner is in turn to be recorded on the
records of Direct Participants and Indirect Participants. Beneficial Owners will
not receive written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
Participants or Indirect Participants through which such Beneficial Owners
entered into the transaction. Transfers of ownership interests in the Notes are
to be accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Notes, except as provided above.
S-8
<PAGE>
To facilitate subsequent transfers, all Notes deposited with DTC are
registered in the name of Cede & Co. The deposit of Notes with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Notes are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers and for forwarding all notices concerning the Notes to
their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Notes.
Under its usual procedures, DTC mails an Omnibus Proxy to TMCC as soon as
possible after the applicable record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
the Notes are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
So long as DTC, or its nominee, is a registered owner of the Global Notes,
principal and interest payments on the Notes will be made in immediately
available funds to DTC. DTC's practice is to credit Direct Participants'
accounts on the applicable payment date in accordance with their respective
holdings shown on the Depositary's records, unless DTC has reason to believe
that it will not receive payment on such date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participants and not of DTC, the Trustee or TMCC, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to DTC is the responsibility of TMCC or the Trustee,
disbursement of such payments to Direct Participants shall be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct Participants and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to TMCC or the
Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Note certificates are required to be printed and
delivered.
TMCC may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Note
certificates will be printed and delivered.
DTC management is aware that some computer applications, systems, and the
like for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems". DTC has informed its Participants and other members of the financial
community (the "Industry") that it has developed and is implementing a program
so that its Systems, as the same relate to the timely payment of distributions
(including principal and income payments) to securityholders, book-entry
deliveries and settlement of trades within DTC ("DTC Services"), continue to
function appropriately. This program includes a technical assessment and a
remediation plan, each of which is complete. Additionally, DTC's plan includes a
testing phase, which is expected to be completed within an appropriate time
frame.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware and
third party vendors on whom DTC relies for information and the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed the Industry that it is contacting (and will
continue to contact) third party vendors from whom DTC acquires services to: (i)
impress upon them the importance of such services being Year 2000
S-9
<PAGE>
compliant; and (ii) determine the extent of their efforts for Year 2000
remediation (and, as appropriate, testing) of their services. In addition, DTC
is in the process of developing such contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
Cedel Bank, societe anonyme ("Cedel Bank") is incorporated under the laws of
Luxembourg as a professional depository. Cedel Bank holds securities for its
participating organizations ("Cedel Bank Participants") and facilitates the
clearance and settlement of securities transactions between Cedel Bank
Participants through electronic book-entry changes in accounts of Cedel Bank
Participants, thereby eliminating the need for physical movement of
certificates. Transactions may be settled in Cedel Bank in any of 28 currencies,
including United States dollars. Cedel Bank provides to Cedel Bank Participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Cedel Bank interfaces with domestic markets in several countries. As
a professional depository, Cedel Bank is subject to regulation by the Luxembourg
Monetary Institute. Cedel Bank Participants are recognized financial
institutions around the world including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include any underwriters, agents or dealers with respect
to any Notes offered hereby. Indirect access to Cedel Bank is also available to
others, such as banks, securities brokers and dealers and trust companies that
clear through or maintain a custodial relationship with a Cedel Bank
Participant, either directly or indirectly.
The Euroclear System ("Euroclear") was created in 1968 to hold securities
for participants of the Euroclear System ("Euroclear Participants") and to clear
and settle transactions between Euroclear Participants through simultaneous
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Transactions may now be settled in any of 27
currencies, including United States dollars. The Euroclear System includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described above. The Euroclear
System is operated by Morgan Guaranty Trust Company of New York, Brussels,
Belgium office (the "Euroclear Operator"), under contract with Euroclear
Clearance System S.C., a Belgian cooperative corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
the Euroclear System on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include any underwriters,
agents or dealers with respect to any Notes offered hereby. Indirect access to
the Euroclear System is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear Participant, either directly
or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member Bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within the Euroclear System, withdrawals of
securities and cash from the Euroclear System and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific certificates
to
S-10
<PAGE>
specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear Participants, and has no record
of or relationship with persons holding through Euroclear Participants.
Distributions with respect to Notes held through Cedel Bank or Euroclear
will be credited to the cash accounts of Cedel Bank Participants or Euroclear
Participants in accordance with the relevant system's rules and procedures, to
the extent received by its depositary. Such distributions will be subject to tax
withholding in accordance with relevant United States tax laws and regulations.
See "Annex I -- Global Clearance, Settlement and Tax Documentation Procedures".
Cedel Bank or the Euroclear Operator, as the case may be, will take any other
action permitted to be taken by a Holder of Notes on behalf of a Cedel Bank
Participant or Euroclear Participant only in accordance with its relevant rules
and procedures and subject to its depositary's ability to effect such actions on
its behalf through DTC.
Although DTC, Cedel Bank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Notes among participants of DTC,
Cedel Bank and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest on the Notes will be
made by TMCC in immediately available funds so long as the Notes are maintained
in book-entry form.
S-11
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions set forth in the Underwriting
Agreement, dated November 9, 1998 (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters"), have severally agreed to
purchase, and TMCC has agreed to sell to them, severally, the respective
principal amount of Notes set forth opposite their respective names below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
NAME NOTES
- -------------------------------------------------------------------- ------------------------
<S> <C>
Morgan Stanley & Co. International Limited.......................... US $ 435,000,000
Warburg, Dillon Read, a division of UBS AG.......................... 435,000,000
Nomura International plc............................................ 20,000,000
Salomon Smith Barney Inc............................................ 20,000,000
Barclays Bank plc................................................... 10,000,000
Bear, Stearns & Co. Inc............................................. 10,000,000
Credit Suisse First Boston (Europe) Limited......................... 10,000,000
Goldman, Sachs & Co................................................. 10,000,000
Banque Bruxelles Lambert S.A........................................ 10,000,000
J.P. Morgan Securities Inc. ........................................ 10,000,000
Lehman Brothers International (Europe).............................. 10,000,000
Merrill Lynch International......................................... 10,000,000
Paribas............................................................. 10,000,000
------------------------
Total........................................................... US $ 1,000,000,000
------------------------
------------------------
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to, among
other things, the approval of certain legal matters by their counsel and certain
other conditions. The Underwriters are obligated to take and pay for all the
Notes if any are taken.
The initial public offering price of the Notes and the underwriting
discounts and commissions are set forth below:
<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS PROCEEDS TO
PRICE TO PUBLIC AND COMMISSIONS TMCC
------------------- -------------------- -------------------
<S> <C> <C> <C>
Per Note..................... 99.837% 0.30% 99.537%
Total.................... US $ 998,370,000 US $ 3,000,000 US $ 995,370,000
</TABLE>
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of 0.15% of the principal amount of Notes to certain other dealers. After
the initial public offering of the Notes, the public offering price and other
selling terms may from time to time be varied by the Underwriters.
TMCC estimates expenses of US $300,000 associated with the offering of the
Notes.
Application will be made for listing the Notes on the Luxembourg Stock
Exchange.
In order to facilitate the offering of the Notes, Warburg Dillon Read, a
division of UBS AG, or its affiliates ("Warburg Dillon Read") and Morgan Stanley
& Co. International Limited, or its affiliates ("Morgan Stanley") may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Notes. Specifically, Warburg Dillon Read and Morgan Stanley may over-allot in
connection with this offering, creating short positions in the Notes for their
own account. In addition, to cover over-allotments or to stabilize the price of
the Notes, Warburg Dillon Read and Morgan Stanley may bid for, and purchase
Notes in the open market. Finally, Warburg Dillon Read and Morgan Stanley may
reclaim selling concessions allowed to an underwriter or dealer for distributing
Notes in this offering, if Warburg Dillon Read or Morgan Stanley repurchases
previously distributed Notes in transactions that cover syndicate
S-12
<PAGE>
short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Notes above
independent market levels. Neither Warburg Dillon Read nor Morgan Stanley is
required to engage in these activities, and either or both may end any of these
activities at any time.
Neither TMCC nor the Underwriters makes any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the Notes. In addition, neither TMCC nor the
Underwriters makes any representation that such transactions will be engaged in
or that such transactions, once commenced, will not be discontinued without
notice.
TMCC has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, and to
contribute to payments the Underwriters may be required to make in respect
thereof.
Certain of the Underwriters and their affiliates engage in transactions
with, and perform services for, TMCC and affiliates of TMCC in the ordinary
course of business and have engaged, and may in the future engage, in commercial
banking and investment banking transactions with TMCC and affiliates of TMCC.
The Notes will not have an established trading market when issued. There can
be no assurance of a secondary market for the Notes or the continued liquidity
of such market if one develops. It is not anticipated that the Notes will be
listed on any securities exchange other than the Luxembourg Stock Exchange.
Each of the Underwriters has represented and agreed that it has not and will
not offer, sell or deliver any of the Notes directly or indirectly, or
distribute this Prospectus Supplement or the accompanying Prospectus or any
other offering material relating to the Notes, in or from any jurisdiction
except under circumstances that will result in compliance with the applicable
laws and regulations thereof and in a manner that will not impose any
obligations on TMCC except as set forth in the Underwriting Agreement.
In particular, each Underwriter has represented and agreed that:
(i) in relation to the Notes, it has not offered or sold and, prior to the
expiry of the period of six months from the issue date of such Notes,
will not offer or sell any such Notes to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for
the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995;
(ii) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 of the United Kingdom with respect to
anything done by it in relation to any Notes in, from or otherwise
involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue
of any of the Notes to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996, as amended, or is a person to whom such document
may otherwise lawfully be issued or passed on.
S-13
<PAGE>
LISTING AND GENERAL INFORMATION
LISTING
Application will be made to list the Notes on the Luxembourg Stock Exchange.
In connection with the listing application, the Articles of Incorporation and
the Bylaws of TMCC and a legal notice relating to the issuance of the Notes (the
"Listing Notice") will be deposited prior to listing with the Registrar of the
District Court of Luxembourg (GREFFIER EN CHEF DU TRIBUNAL D'ARRONDISSEMENT DE
ET A LUXEMBOURG), where such documents will be available for inspection and
where copies thereof may be obtained upon request. Banque Internationale a
Luxembourg (the "Luxembourg Listing Agent") will act as intermediary between the
Luxembourg Stock Exchange and TMCC and the holders of the Notes.
So long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of that exchange so require, notices to all holders of Notes shall also be
published in a leading daily newspaper having general circulation in Luxembourg
(which is expected to be the LUXEMBURGER WORT). In addition, if Definitive Notes
are issued, such notices will be mailed to the addresses of holders thereof as
they appear in the register maintained by the Trustee prior to such mailing.
Such notices will be deemed to have been given on the date of such publication
or mailing.
The Notes have been assigned Euroclear and Cedel Bank Common Code No.
9238999, International Security Identification Number (ISIN) US 892 332 AG27 and
CUSIP No. 892 332 AG2.
PAYING AGENT
Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338, Luxembourg (the
"Luxembourg Paying Agent"), has been appointed to act, in the event Definitive
Notes are issued, as paying agent in Luxembourg in relation to such Definitive
Notes. In such event, TMCC will maintain a paying agent in relation to such
Definitive Notes in Luxembourg for so long as any such Notes are listed on the
Luxembourg Stock Exchange. Payments in respect of any Definitive Notes may be
made at the offices of the Luxembourg Paying Agent.
AUTHORIZATION
The issue of the Notes was authorized by a resolution dated August 3, 1998
of the Executive Committee of the Board of Directors of TMCC.
DOCUMENTS AVAILABLE FOR COLLECTION AND INSPECTION
For so long as any Notes remain outstanding, copies of TMCC's Articles of
Incorporation and Bylaws, TMCC's most recent annual report and quarterly interim
reports and any other report filed by TMCC with the United States Securities and
Exchange Commission will be available for collection without charge from, and
copies of the Underwriting Agreement and the Indenture will be available for
inspection at, the offices of each of the Luxembourg Paying Agent, the
Luxembourg Listing Agent and the principal office of TMCC, in each case as
listed on the back cover of this Prospectus Supplement. Additionally, for so
long as any Notes remain outstanding, copies of the Listing Notice, this
Prospectus Supplement and the accompanying Prospectus will also be available for
inspection at the office of the Luxembourg Listing Agent.
LITIGATION
Neither TMCC nor any of its subsidiaries are involved in, nor are there any,
legal or arbitration proceedings pending or threatened of which TMCC is aware,
which may have or have had during the 12 months prior to the date hereof a
material effect on the financial position of TMCC and its subsidiaries on a
consolidated basis.
MATERIAL CHANGE
There has been no material change in the financial position or operation of
TMCC and its subsidiaries considered as a whole since September 30, 1997, except
as disclosed in TMCC's Quarterly Reports on Form 10-Q incorporated by reference
in this Prospectus Supplement.
S-14
<PAGE>
ANNEX 1
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain circumstances, the globally offered Notes (the "Global
Securities") will be available only in book-entry form. Investors in Global
Securities may hold such Global Securities through DTC, Cedel Bank or Euroclear.
The Global Securities will be tradeable as home market instruments in both the
European and U.S. domestic markets. Initial settlement and all secondary trades
will settle in same-day funds.
Secondary market trading between investors holding Global Securities through
Cedel Bank and Euroclear will be conducted in the ordinary way in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice (i.e. seven calendar day settlement). Secondary
market trading between investors holding Global Securities through DTC will be
conducted according to the rules and procedures applicable to U.S. corporate
debt obligations. Secondary cross-market trading between Cedel Bank or Euroclear
and DTC Participants holding securities will be effected on a
delivery-against-payment basis through Relevant Depositories of Cedel Bank and
Euroclear (in such capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, Cedel Bank and Euroclear will
hold positions on behalf of their participants through the Depositories, which
in turn will hold such positions in accounts as DTC Participants.
Investors electing to hold their Global Securities through DTC will follow
DTC settlement practice. Investor securities custody accounts will be credited
with their holdings against payment in same-day funds on the settlement date.
Investors electing to hold their Global Securities through Cedel Bank or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no "lock-up" or restricted period. Global Securities will be credited to
securities custody accounts on the settlement date against payment in same-day
funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
TRADING BETWEEN DTC PARTICIPANTS. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior corporate
debt securities issues in same-day funds.
TRADING BETWEEN CEDEL BANK AND/OR EUROCLEAR PARTICIPANTS. Secondary market
trading between Cedel Bank Participants or Euroclear Participants will be
settled using the procedures applicable to conventional eurobonds in same-day
funds.
TRADING BETWEEN DTC SELLER AND CEDEL BANK OR EUROCLEAR PARTICIPANTS. When
Global Securities are to be transferred from the account of a DTC Participant to
the account of a Cedel Bank Participant or a Euroclear Participant, the
purchaser will send instructions to Cedel Bank or Euroclear through a Cedel Bank
Participant or Euroclear Participant at least one business day prior to
settlement. Cedel Bank or
S-15
<PAGE>
Euroclear will instruct the respective Depository, as the case may be, to
receive the Global Securities against payment. Payment will include interest
accrued on the Global Securities from and including the last coupon payment date
to and excluding the settlement date, on the basis of actual number of days in
such accrual period and a year assumed to consist of 360 days. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. Payment will then be made by the
respective Depository to the DTC Participant's account against delivery of the
Global Securities. After settlement has been completed the Global Securities
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the Cedel Bank Participant's or
Euroclear Participant's account. The securities credit will appear the next day
(European time) and the cash debt will be back-valued to, and the interest on
the Global Securities will accrue from, the value date (which would be the
preceding day when settlement occurred in New York). If settlement is not
completed on the intended value date (i.e., the trade fails), the Cedel Bank or
Euroclear cash debt will be valued instead as of the actual settlement date.
Cedel Bank Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to preposition
funds for settlement either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Cedel Bank or Euroclear. Under
this approach, they may take on credit exposure to Cedel Bank or Euroclear until
the Global Securities are credited to their accounts one day later.
As an alternative, if Cedel Bank or Euroclear has extended a line of credit
to them, Cedel Bank Participants or Euroclear Participants can elect not to
preposition funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, Cedel Bank Participants or Euroclear
Participants, purchasing Global Securities would incur overdraft charges for one
day, assuming they clear the overdraft when the Global Securities are credited
to their accounts. However, interest on the Global Securities would accrue from
the value date. Therefore, in many cases the investment income on the Global
Securities earned during that one-day period may substantially reduce or offset
the amount of such overdraft charges, although this result will depend on each
Cedel Bank Participant's or Euroclear Participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective European Depository for the benefit of Cedel Bank Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller on
the settlement date. Thus, to the DTC Participants a cross-market transaction
will settle no differently than a trade between two DTC Participants.
TRADING BETWEEN CEDEL BANK OR EUROCLEAR SELLER AND DTC PURCHASER. Due to
time zone differences in their favor, Cedel Bank Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through the respective Depository, to a DTC Participant. The seller will send
instructions to Cedel Bank or Euroclear through a Cedel Bank Participant or
Euroclear Participant at least one business day prior to settlement. In these
cases, Cedel Bank or Euroclear will instruct the Relevant Depository, as
appropriate, to deliver the Global Securities to the DTC Participant's account
against payment. Payment will include interest accrued on the Global Securities
from and including the last coupon payment to and excluding the settlement date
on the basis of the actual number of days in such accrual period and a year
assumed to consist of 360 days. For transactions settling on the 31st of the
month, payment will include interest accrued to and excluding the first day of
the following month. The payment will then be reflected in the account of the
Cedel Bank Participant or Euroclear Participant the following day, and receipt
of the cash proceeds in the Cedel Bank Participant's or Euroclear Participant's
account would be back-valued to the value date (which would be the preceding
day, when settlement occurred in New York). Should the Cedel Bank Participant or
Euroclear Participant have a line of credit with its respective clearing system
and elect to be in debt in anticipation of receipt of the sale proceeds in its
account, the back valuation will extinguish
S-16
<PAGE>
any overdraft incurred over that one-day period. If settlement is not completed
on the intended value date (i.e., the trade fails) receipt of the cash proceeds
in the Cedel Bank Participant's or Euroclear Participant's account would instead
be valued as of the actual settlement date.
Finally, day traders that use Cedel Bank or Euroclear and that purchase
Global Securities from DTC Participants for delivery to Cedel Bank Participants
or Euroclear Participants should note that these trades would automatically fail
on the sale side unless affirmative action were taken. At least three techniques
should be readily available to eliminate this potential problem:
(a) borrowing through Cedel Bank or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedel Bank or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global Securities
sufficient time to be reflected in their Cedel Bank or Euroclear account in
order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least one
day prior to the value date for the sale to the Cedel Bank Participant or
Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of Global Securities holding securities through Cedel
Bank or Euroclear (or through DTC if the holder has an address outside the U.S.)
will be subject to the 30% U.S. withholding tax that generally applies to
payments of interest (including original issue discount) on registered debt
issued by U.S. Persons, unless (i) each clearing system, bank or other financial
institution that holds customers' securities in the ordinary course of its trade
or business in the chain of intermediaries between such beneficial owner and the
U.S. entity required to withhold tax complies with applicable certification
requirements and (ii) such beneficial owner takes one of the following steps to
obtain an exemption or reduced tax rate:
EXEMPTION FOR NON-U.S. PERSONS (FORM W-8). Beneficial owners of Global
Securities that are Non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.
EXEMPTION FOR NON-U.S. PERSONS WITH EFFECTIVELY CONNECTED INCOME (FORM
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).
EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY COUNTRIES
(FORM 1001). Non-U.S. Persons residing in a country that has a tax treaty with
the United States can obtain an exemption or reduced tax rate (depending on the
treaty terms) by filing Form 1001 (Ownership, Exemption or Reduced Rate
Certificate). If the treaty provides only for a reduced rate, withholding tax
will be imposed at that rate unless the filer alternatively files Form W-8. Form
1001 may be filed by the Certificate Owners or their agents.
EXEMPTION FOR U.S. PERSONS (FORM W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
S-17
<PAGE>
U.S. FEDERAL INCOME TAX REPORTING PROCEDURE. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it holds
(the clearing agency, in the case of persons holding directly on the books of
the clearing agency). Form W-8 and Form 1001 are effective for three calendar
years, and Form 4224 is effective for one calendar year.
As used in the foregoing discussion, the term "U.S. Person" means (i) a
citizen or resident of the United States, (ii) a corporation or partnership
organized in or under the laws of the United States or any political subdivision
thereof, (iii) an estate that is subject to United States federal income tax,
regardless of the source of its income or (iv) a trust if (a) a court within the
United States is able to exercise primary supervision over the administration of
the trust and (b) one or more United States fiduciaries have the authority to
control all substantial decisions of the Trust. The term "non-U.S. Person" means
any person who is not a U.S. Person. This summary does not deal with all aspects
of U.S. federal income tax withholding that may be relevant to foreign holders
of Global Securities. Investors are advised to consult their own tax advisors
for specific tax advice concerning their holding and disposing of Global
Securities.
S-18
<PAGE>
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 $5,031,395,000 (the initial offering price of Debt
Securities sold at a discount to face will be used for purposes of the
limitation and the face amount of Debt Securities sold at a premium to face 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 SEPTEMBER 3, 1998.
<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 United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the United States
Securities and Exchange Commission (the "Commission"). Such reports and other
information can be inspected and copied at the Public Reference Room of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048 and Citibank Center, Suite 1800, 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. Electronic filings made through the Electronic
Gathering Analysis and Retrieval System are publicly available through the
Commission's website at http://www.sec.gov.
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 United States 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,
1997 and its Quarterly Reports on Form 10-Q for the quarters ended December 31,
1997, March 31, 1998 and June 30, 1998 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 leasing, retail and wholesale financing 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) and the Commonwealth of Puerto Rico. 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' products are either manufactured
by its affiliates or are purchased from Toyota Motor Corporation ("TMC"), the
indirect parent of TMS, or TMC's affiliates. TMCC and its subsidiaries are
collectively referred to herein 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 DIRECTLY OR INDIRECTLY GUARANTEED BY, TMS, TMC OR ANY OF
THEIR AFFILIATES.
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
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Indenture of up to $12,600,000,000 aggregate principal amount of debt securities
(the initial offering price of Debt Securities sold at a discount to face is
used for purposes of this limitation and the face amount of Debt Securities sold
at a premium to face is used for purposes of this limitation) of which
approximately $7,568,605,000 aggregate principal amount have previously been
issued.
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
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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 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
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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;
(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
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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 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.
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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.
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 for
the periods shown.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30, SEPTEMBER 30,
------------------- ----------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO
FIXED CHARGES(1)........ 1.24 1.32 1.31 1.32 1.42 1.60 1.56
</TABLE>
- ------------------------
(1) 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. 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
June 30, 1998, 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. Effective June 17, 1998, TMCC has guaranteed payments of principal
and interest on $40 million principal amount of flexible rate demand solid
waste disposal revenue bonds issued by Putnam County, West Virginia,
maturing in June 2028, issued in connection with the West Virginia
manufacturing facility subsidiary of Toyota Motor Manufacturing, U.S.A.,
Inc., an affiliate of TMCC.
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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.
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 Alan Cohen, Esq., General Counsel of TMCC. Unless otherwise specified in
an applicable Prospectus Supplement, O'Melveny & Myers LLP 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, 1997, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
With respect to the unaudited consolidated financial information of TMCC for
the three-month periods ended December 31, 1997 and 1996, the three- and
six-month periods ended March 31, 1998 and 1997, and the three- and nine-month
periods ended June 30, 1998 and 1997, incorporated by reference in this
Prospectus, PricewaterhouseCoopers LLP reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports dated February 12, 1998, May 7,
1998 and August 13, 1998, incorporated by reference herein, state that they did
not audit and they do not express an opinion on that unaudited consolidated
financial information. PricewaterhouseCoopers LLP has not carried out any
significant or additional audit tests beyond those which would have been
necessary if their reports had not been incorporated by reference. Accordingly,
the degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of section
11 of the Securities Act for their reports on the unaudited consolidated
financial information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of sections 7 and 11 of the Securities Act.
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PRINCIPAL OFFICE OF TMCC
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
UNDERWRITERS
<TABLE>
<S> <C>
MORGAN STANLEY & CO. INTERNATIONAL LIMITED WARBURG DILLON READ,
25 Cabot Square A DIVISION OF UBS AG
Canary Wharf 1 Finsbury Avenue
London E14 4QA London EC2M 2PG
NOMURA INTERNATIONAL PLC SALOMON SMITH BARNEY INC.
Nomura House Seven World Trade Center, 32nd Floor
1 St. Martin's le-Grand New York, New York 10048
London ECIA 4NP
BARCLAYS BANK PLC BEAR, STEARNS & CO. INC.
5 North Colonnade 245 Park Avenue
Canary Wharf New York, New York 10167
London E14 4BB
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED GOLDMAN, SACHS & CO.
One Cabot Square 85 Broad Street
Canary Wharf New York, New York 10004
London E14 4QJ
BANQUE BRUXELLES LAMBERT S.A. J.P. MORGAN SECURITIES INC.
24 avenue Marnix 60 Wall Street, 13th Floor
1000 Brussels (Belgium) New York, New York 10260
LEHMAN BROTHERS INTERNATIONAL (EUROPE) MERRILL LYNCH INTERNATIONAL
One Broadgate Ropemaker Place
London EC2M 7HA 25 Ropemaker Street
London EC2Y 9LY
PARIBAS
10 Harewood Avenue
London NW1 6AA
TRUSTEE
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York, 10001
LUXEMBOURG PAYING AGENT LUXEMBOURG LISTING AGENT
Chase Manhattan Bank Luxembourg S.A. Banque Internationale a Luxembourg
5 Rue Plaetis 69 Route d'esch
L-2338, Luxembourg L-1470, Luxembourg
LEGAL ADVISOR TO TMCC LEGAL ADVISORS TO THE UNDERWRITERS
Alan F. Cohen, Esq., O'Melveny & Myers LLP
General Counsel 400 South Hope Street, 15th Floor
Toyota Motor Credit Corporation Los Angeles, California 90071
19001 South Western Avenue
Torrance, California 90509
</TABLE>
