<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1998
REGISTRATION NO. 333-60913
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 95-3775816
(State of incorporation) (I.R.S. Employer
Identification Number)
</TABLE>
19001 SOUTH WESTERN AVENUE
TORRANCE, CALIFORNIA 90509
(310) 787-1310
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ALAN COHEN, ESQ.
GENERAL COUNSEL
TOYOTA MOTOR CREDIT CORPORATION
19001 SOUTH WESTERN AVENUE
TORRANCE, CALIFORNIA 90509
(310) 787-1310
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------
COPIES TO:
DAVID J. JOHNSON, JR., ESQ.
DIANA HUNT RICHARDSON, ESQ.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 430-6000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS
DETERMINED BY MARKET CONDITIONS.
------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of this offering are estimated as follows:
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<S> <C>
SEC Registration Fee........................................... $1,268,500
Printing and engraving expenses................................ 30,000
Legal fees and expenses........................................ 150,000
Accounting fees and expenses................................... 50,000
Trustees fees.................................................. 35,000
Miscellaneous.................................................. 15,000
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Total...................................................... $1,548,500
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</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that such person is or
was an officer or director of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful.
TMCC's Bylaws authorize TMCC to indemnify its officers and directors to the
maximum extent permitted by the California Corporations Code. TMCC has entered
into indemnification agreements with its officers and directors to indemnify
such officers and directors to the maximum extent permitted by the California
Corporations Code.
ITEM 16. EXHIBITS.
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC and The Chase Manhattan Bank, N.A.
4.1(b)(2) First Supplemental Indenture dated as of October 1, 1991 among TMCC, Bankers Trust Company and
The Chase Manhattan Bank, N.A.
5.1(4) Opinions of Alan Cohen, Esq., General Counsel of TMCC, and O'Melveny & Myers LLP.
12.1(3) Calculation of ratio of earnings to fixed charges.
15.1(4) Accountants Awareness Letter.
23.1(4) Consent of PricewaterhouseCoopers LLP.
23.2(4) Consent of Alan Cohen, Esq., General Counsel of TMCC (included in Exhibit 5.1).
23.3(4) Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
24.1(4) Power of Attorney.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan
Bank.
25.2(4) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers Trust
Company.
</TABLE>
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(1) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-52359.
(2) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-42854.
(3) Incorporated herein by reference to the same numbered exhibits filed with
TMCC's Annual Report on Form 10-K, File No. 1-9961, for the fiscal year
ended September 30, 1997 and TMCC's Quarterly Report on Form 10-Q, File No.
1-9961 for the quarterly period ended June 30, 1998.
(4) Previously filed.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act, unless the information required to be included in such
post-effective amendment is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act and incorporated herein by reference;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities
II-2
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bone fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Torrance, State of California, on the
11th day of September, 1998.
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<S> <C> <C>
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ GEORGE E. BORST
-----------------------------------------
George E. Borst
SENIOR VICE PRESIDENT AND GENERAL MANAGER
</TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 11th day of September, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ ------------------------------------------------
<C> <S>
GEORGE E. BORST* Senior Vice President, General Manager and
- ------------------------------ Director
George E. Borst (principal executive officer)
NOBU SHIGEMI*
- ------------------------------ Senior Vice President, Treasurer and Director
Nobu Shigemi (principal financial officer)
GREGORY WILLIS*
- ------------------------------ Vice President-Finance and Administration
Gregory Willis (principal accounting officer)
DOUGLAS WEST*
- ------------------------------ Director
Douglas West
YALE GIESZL*
- ------------------------------ Director
Yale Gieszl
ROBERT PITTS*
- ------------------------------ Director
Robert Pitts
</TABLE>
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<S> <C> <C> <C>
*By: /s/ GEORGE E. BORST
-------------------------
George E. Borst
ATTORNEY-IN-FACT
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC and The Chase Manhattan Bank, N.A.
4.1(b)(2) First Supplemental Indenture dated as of October 1, 1991 among TMCC, Bankers Trust Company and The
Chase Manhattan Bank, N.A.
5.1(4) Opinions of Alan Cohen, Esq., General Counsel of TMCC, and O'Melveny & Myers LLP.
12.1(3) Calculation of ratio of earnings to fixed charges.
15.1(4) Accountants Awareness Letter.
23.1(4) Consent of PricewaterhouseCoopers LLP.
23.2(4) Consent of Alan Cohen, Esq., General Counsel of TMCC (included in Exhibit 5.1).
23.3(4) Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
24.1(4) Power of Attorney.
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank.
25.2(4) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers Trust Company.
</TABLE>
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(1) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-52359.
(2) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-42854.
(3) Incorporated herein by reference to the same numbered exhibits filed with
TMCC's Annual Report on Form 10-K, File No. 1-9961, for the fiscal year
ended September 30, 1997 and TMCC's Quarterly Report on Form 10-Q, File No.
1-9961 for the quarterly period ended June 30, 1998.
(4) Previously filed.
<PAGE>
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of obligor as specified in its charter)
CALIFORNIA 95-3775816
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
19001 SOUTH WESTERN AVENUE
TORRANCE, CALIFORNIA 90509
(Address of principal executive offices) (Zip Code)
____________________________________________
DEBT SECURITIES
(Title of the indenture securities)
____________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 11th day of September, 1998.
THE CHASE MANHATTAN BANK
By /s/ R. Lorenzen
-------------------------
R. Lorenzen
Senior Trust Officer
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<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................... $ 12,546
Interest-bearing balances ................................... 6,610
Securities: ...................................................
Held to maturity securities..................................... 2,014
Available for sale securities................................... 46,342
Federal funds sold and securities purchased under
agreements to resell ........................................ 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income $129,281
Less: Allowance for loan and lease losses 2,796
Less: Allocated transfer risk reserve .... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 126,485
Trading Assets ................................................. 58,015
Premises and fixed assets (including capitalized
leases)...................................................... 3,001
Other real estate owned ........................................ 260
Investments in unconsolidated subsidiaries and
associated companies......................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................. 1,245
Intangible assets
................................................................ 1,492
Other assets ................................................... 16,408
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TOTAL ASSETS ................................................... $302,162
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<PAGE>
LIABILITIES
Deposits
In domestic offices ......................................... $99,347
Noninterest-bearing ........................... $41,566
Interest-bearing .............................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ...................................... 80,602
Noninterest-bearing ........................... $ 4,109
Interest-bearing .............................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase............................................. 37,760
Demand notes issued to the U.S. Treasury ....................... 1,000
Trading liabilities............................................. 42,941
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ............... 4,162
With a remaining maturity of more than one year
through three years........................................ 213
With a remaining maturity of more than three years........... 106
Bank's liability on acceptances executed and outstanding 1,245
Subordinated notes and debentures .............................. 5,408
Other liabilities .............................................. 11,796
TOTAL LIABILITIES .............................................. 284,580
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................... 1,211
Surplus (exclude all surplus related to preferred stock)....... 10,441
Undivided profits and capital reserves ......................... 5,916
Net unrealized holding gains (losses)
on available-for-sale securities ............................... (2)
Cumulative foreign currency translation adjustments ............ 16
TOTAL EQUITY CAPITAL ........................................... 17,582
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................... $302,162
--------
--------
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
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