<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1998
REGISTRATION NO. 333-60913
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2)(3) PER UNIT(4) OFFERING PRICE(4) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities.......................... $5,031,395,000 100% $5,031,395,000 $1,268,500
</TABLE>
(1) In U.S. Dollars or the equivalent thereof in one or more foreign or
composite currencies.
(2) Includes $138,105,000 aggregate principal amount of the Registrant's Debt
Securities which were previously registered under its Registration Statement
on Form S-3 (Registration No. 33-50674) and remain unsold as of the date
hereof and $593,290,000 aggregate principal amount of the Registrant's Debt
Securities which were previously registered under its Registration Statement
on Form S-3 (Registration No. 33-52359) and remain unsold as of the date
hereof. As permitted by Rule 429 under the Securities Act of 1933, the
Prospectus filed as part of this Amendment No. 1 to Registration Statement
on Form S-3 will be used in connection with the offering of such previously
registered and unsold Debt Securities and the Debt Securities covered
hereby. The registration fee specified in the table has been computed on the
basis of $4,300,000,000 principal amount of Debt Securities covered hereby
(which amount was paid on August 7, 1998 with the original filing of this
Registration Statement), prior to including the previously registered and
unsold Debt Securities referred to above. The requisite registration fees
with respect to such previously registered and unsold Debt Securities were
paid upon the filing of the Registration Statement on Form S-3 (Registration
No. 33-50674) and the Registration Statement on Form S-3 (Registration No.
33-52359).
(3) Plus such additional principal amount as may be necessary such that the
aggregate initial offering price of all Debt Securities, if any, issued with
original issue discount will equal their aggregate principal amount at
maturity.
(4) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 18, 1998
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 AUGUST , 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
3
<PAGE>
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
4
<PAGE>
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
5
<PAGE>
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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<PAGE>
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.
7
<PAGE>
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.
8
<PAGE>
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.
9
<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:
<TABLE>
<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
----------
Total...................................................... $1,548,500
----------
----------
</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.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------- -----------------------------------------------------------------------------------------------
<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 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 Accountants Awareness Letter.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Alan Cohen, Esq., General Counsel of TMCC (included in Exhibit 5.1).
23.3 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
- --------------- -----------------------------------------------------------------------------------------------
<C> <S>
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan
Bank.
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers Trust
Company.
</TABLE>
- ------------------------
(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 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 17th day
of August, 1998.
<TABLE>
<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 17th day of August, 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>
<TABLE>
<S> <C> <C> <C>
*By: /s/ GEORGE E. BORST
-------------------------
George E. Borst
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------- ----------------------------------------------------------------------------------------------------
<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 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 Accountants Awareness Letter.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Alan Cohen, Esq., General Counsel of TMCC (included in Exhibit 5.1).
23.3 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 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers Trust Company.
</TABLE>
- ------------------------
(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>
APPENDIX
DESCRIPTION OF TOYOTA MOTOR CREDIT CORPORATION LOGO
The words "Toyota Motor Credit Corporation" are set forth in red block
capital letters and are surrounded by a red box. Next to the name of the
corporation, inside the box, are the initials "TMCC" in red block capital
letters surrounded by a red box.
<PAGE>
EXHIBIT 5.1
[TMCC Letterhead]
August 17, 1998
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Re: DEBT SECURITIES OF
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
Ladies and Gentlemen:
You have requested my opinion in connection with the proposed issuance
and sale of $5,031,395,000 aggregate initial offering price of debt
securities (the "Debt Securities") pursuant to an Indenture, dated as of
August 1, 1991, as amended and supplemented by the first supplemental
indenture, dated as of October 1, 1991, among Toyota Motor
Credit Corporation (the "Company"), Bankers Trust Company and The Chase
Manhattan Bank, N.A., as Trustees, (collectively, the "Indenture") under
which the Debt Securities are to be issued.
The Debt Securities, when executed and authenticated in accordance with
the terms of the Indenture and delivered to and paid for by the purchasers
thereof, will be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally.
Pleased be advised that enforceability of the Debt Securities and the
Indenture is subject to the effect of general principles of equity
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.
This opinion is limited to the federal law of the United States of
America and the laws of the State of California. I disclaim any opinion as to
any statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental body. I have relied upon the opinion dated
August 17, 1998 of O'Melveny & Myers, counsel to the underwriters and
agents, attached hereto as Exhibit A with respect to all matters of New
York law that may have a bearing on the opinions set forth herein. I have not
made an independent investigation of the matters of New York law covered in
that opinion.
<PAGE>
Toyota Motor Credit Corporation
August 17, 1998
Page 2
This opinion is furnished by me solely for your benefit and may not be
relied upon, quoted from, or delivered to any other person without my express
written consent; however, I consent to the filing of this opinion as an
exhibit to the Registration Statement being filed with the Securities and
Exchange Commission in connection with the registration of the Debt Securities
and to the reference to me under the heading "Legal Matters" in the
Prospectus included in such Registration Statement.
Respectfully submitted,
/s/ Alan Cohen
Alan Cohen
General Counsel
<PAGE>
EXHIBIT 5.1
August 17, 1998
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
RE: TOYOTA MOTOR CREDIT CORPORATION
REGISTRATION STATEMENT ON FORM S-3
REGISTRATION NO. 333-60913
Ladies and Gentlemen:
You have requested our opinion in connection with the proposed issuance
and sale of up to $5,031,395,000 aggregate initial offering price of debt
securities (the "Debt Securities") to be issued pursuant to the Indenture,
dated as of August 1, 1991, as amended and supplemented by the First
Supplemental Indenture, dated as of October 1, 1991, among Toyota Motor
Credit Corporation (the "Company"), Bankers Trust Company and The Chase
Manhattan Bank, as Trustees (collectively, the "Indenture").
Assuming the Debt Securities have been duly and validly authorized by
all necessary action on the part of the Company, such Debt Securities, when
executed and authenticated in accordance with the terms of the Indenture and
delivered to and paid for by the purchasers thereof, will be legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and the application of general principles of
equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability
of specific performance or injunctive relief, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We consent to the filing of this opinion as an exhibit to the
Registration Statement filed with the Securities and Exchange Commission (the
"Commission"), to the reference to this firm under the heading "Legal
Matters" in the Prospectus and to your reliance on this opinion in connection
with your opinion filed as an exhibit to the Registration Statement, without
admitting that we are "experts" within the meaning of the Securities Act of
1933, as amended, or the rules or regulations of the Commission thereunder,
with respect to any part of the Registration Statement, including this
exhibit.
<PAGE>
This opinion is limited to the laws of the State of New York and may not
be relied upon, quoted from or delivered to any person without our express
written consent. We express no opinion herein as to the laws of any other
jurisdiction and no opinion regarding the statutes, administrative
decisions, rules, regulations or requirements of any county, municipality,
subdivision or local authority of any jurisdiction.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
<PAGE>
EXHIBIT 15.1
August 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Toyota Motor Credit Corporation has included our reports
dated February 12, 1998, May 7, 1998 and August 13, 1998 (issued pursuant to
the provisions of Statement on Auditing Standards No. 71) in the Prospectus
constituting part of its Registration Statement on Form S-3 (No. 333-60913)
to be filed on or about August 14, 1998. We are also aware of our
responsibilities under the Securities Act of 1933.
Yours very truly,
PricewaterhouseCoopers LLP
Los Angeles, California
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (No. 333-60913)
of our report dated October 31, 1997 appearing on page 24 of Toyota Motor
Credit Corporation's Annual Report on Form 10-K for the year ended September
30, 1997. We also consent to the references to us under the heading "Experts"
in such Prospectus.
PricewaterhouseCoopers LLP
Los Angeles, California
August 14, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
Statement of Eligibility and Qualification 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)____
---------------------------
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(I.R.S. Employer Identification No.)
101 California Street, San Francisco, California
(Address of principal executive offices)
94111
(Zip Code)
------------------
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of Obligor as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
95-3775816
(I.R.S. Employer Identification No.)
19001 South Western Avenue
Torrance, California
(Address of principal executive offices)
90509
(Zip Code)
--------------------------------
Debt Securities
(Title of Indenture securities)
<PAGE>
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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect (see
Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 333-41329 which is incorporated by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence Business
(see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated
by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-
41329, which is incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 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. 333-41329, which is incorporated
by reference).
Exhibit 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.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Manhattan Bank and Trust Company, National Association, has
duly caused this statement of eligibility and qualification to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of
San Francisco, and State of California, on the 11th day of August, 1998.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By /s/ James Nagy
---------------------------------
James Nagy
Assistant Vice President
<PAGE>
EXHIBIT 7. Report of Condition of the Trustee.
- -------------------------------------------------------------------------------
CONSOLIDATED REPORT OF CONDITION OF Chase Manhattan Bank and Trust Company, N.A.
--------------------------------------------
(Legal Title)
LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 94111
- -------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
AS OF CLOSE OF BUSINESS ON June 30, 1998
-----------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ASSETS DOLLAR AMOUNTS IN THOUSANDS
<TABLE>
<S> <C> <C>
1. Cash and balances due from
a. Noninterest-bearing balances and currency and coin (1,2) 1,484
b. Interest bearing balances (3) 0
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B,
column D) 1,069
3. Federal Funds sold (4) and securities purchased agreements to
resell 47,420
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from
Schedule RC-C) 3
b. LESS: Allowance for loan and lease losses 0
c. LESS: Allocated transfer risk reserve 0
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) 3
5. Trading assets 0
6. Premises and fixed assets (including capitalized leases) 339
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 0
9. Customers liability to this bank on acceptances outstanding 0
10. Intangible assets (from Schedule RC-M) 1,559
11. Other assets (from Schedule RC-F) 2,523
12a. TOTAL ASSETS 54,397
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823
(j) (sum of items 12.a and 12.b) 54,397
</TABLE>
(1) INCLUDES CASH ITEMS IN PROCESS OF COLLECTION AND UNPOSTED DEBITS.
(2) THE AMOUNT REPORTED IN THIS ITEM MUST BE GREATER THAN OR EQUAL TO
THE SUM OF SCHEDULE RC-M, ITEMS 3.A AND 3.B
(3) INCLUDES TIME CERTIFICATES OF DEPOSIT NOT HELD FOR TRADING.
(4) REPORT "TERM FEDERAL FUNDS SOLD" IN SCHEDULE RC, ITEM 4.A "LOANS
AND LEASES, NET OF UNEARNED INCOME" AND IN SCHEDULE RC-C, PART 1.
4
<PAGE>
LIABILITIES
<TABLE>
<S> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 25,223
(1) Noninterest-bearing 7,466
(2) Interest-bearing 17,757
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased (2) and securities sold under agreements to
repurchase 0
15. a. Demand notes issued to the U.S. Treasury 0
b. Trading liabilities 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less 0
b. With a remaining maturity of more than one year through three years 0
c. With a remaining maturity of more than three years 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and Debentures (3) 0
20. Other liabilities (from Schedule RC-G) 4,446
21. Total liabilities (sum of items 13 through 20) 29,669
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock-- 600
25. Surplus (exclude all surplus related to preferred stock) 12,590
26. a. Undivided profits and capital reserves 11,538
b. Net unrealized holding gains (losses) on available-for-sale
securities 0
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) 24,728
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total equity capital and losses deferred pursuant to 12 U.S.C.
1823 (j) (sum of items 28.a and 28.b) 24,728
29. Total liabilities, equity capital, and losses deferred pursuant
to 12 U.S.C. 1823 (j) (sum of items 21 and 28.c) 54,397
</TABLE>
5
<PAGE>
___________________________________________________________________________
UNITED STATES
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) ___________
______________________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(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, CA 90509 310-787-1310
(Address of principal executive offices)
DEBT SECURITIES
MEDIUM TERM NOTES
(Title of the indenture securities)
<PAGE>
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.
NAME ADDRESS
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990, Certificate of Amendment
of the Organization Certificate of Bankers Trust Company
dated June 21, 1995 - Incorporated herein by reference
to Exhibit 1 filed with Form T-1 Statement, Registration
No. 33-65171, Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated
March 20, 1996, incorporate by referenced to Exhibit 1
filed with Form T-1 Statement, Registration No.
333-25843 and Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated
June 19, 1997, copy attached.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed with
Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate trust
powers - Incorporated herein by reference to Exhibit 2
filed with Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as amended on
November 18, 1997. Copy attached.
-2-
<PAGE>
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. - Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement, Registration
No. 22-18864.
EXHIBIT 7 - The latest report of condition of Bankers Trust Company
dated as of March 31, 1998. Copy attached.
EXHIBIT 8 - Not Applicable.
Exhibit 9 - Not Applicable.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, 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 this 10th day of August, 1998.
BANKERS TRUST COMPANY
By: /s/ MARC PARILLA
--------------------
Marc Parilla
Assistant Treasurer
-4-
<PAGE>
State of New York,
BANKING DEPARTMENT
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under
Section 8005 of the Banking Law," dated June 19, 1997, providing for an
increase in authorized capital stock from $1,601,666,670 consisting of
100,166,667 shares with a par value of $10 each designated as Common Stock
and 600 shares with a par value of $1,000,000 each designated as Series
Preferred Stock to $2,001,666,670 consisting of 100,166,667 shares with a
par value of $10 each designated as Common Stock and 1,000 shares with a
par value of $1,000,000 each designated as Series Preferred Stock.
WITNESS, my hand and official seal of the Banking Department at the City of
New York,
this 27th day of June in the Year of our Lord one
thousand nine hundred and ninety-seven.
Manuel Kursky
------------------------------
Deputy Superintendent of Banks
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
_____________________________
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby
certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation
shall have authority to issue and to increase the amount of its authorized
capital stock in conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into One
Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 600 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
<PAGE>
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all
outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.
James T. Byrne, Jr.
--------------------------
James T. Byrne, Jr.
Managing Director
Lea Lahtinen
--------------------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in
the foregoing certificate; that she has read the foregoing certificate and
knows the contents thereof, and that the statements herein contained are
true.
Lea Lahtinen
----------------
Lea Lahtinen
Sworn to before me this 19th day
of June, 1997.
Sandra L. West
-----------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE>
BY-LAWS
NOVEMBER 18, 1997
BANKERS TRUST COMPANY
NEW YORK
<PAGE>
BY-LAWS
OF
BANKERS TRUST COMPANY
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of this Company shall be
held at the office of the Company in the Borough of Manhattan, City of New
York, on the third Tuesday in January of each year, for the election of
directors and such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.
SECTION 3. At all meetings of stockholders, there shall be present,
either in person or by proxy, stockholders owning a majority of the capital
stock of the Company, in order to constitute a quorum, except at special
elections of directors, as provided by law, but less than a quorum shall have
power to adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the Chief
Executive Officer or, in his absence, the President or, in their absence, the
senior officer present, shall preside at meetings of the stockholders and
shall direct the proceedings and the order of business. The Secretary shall
act as secretary of such meetings and record the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate
powers exercised by a Board of Directors consisting of such number of
directors, but not less than ten nor more than twenty-five, as may from time
to time be fixed by resolution adopted by a majority of the directors then in
office, or by the stockholders. In the event of any increase in the number of
directors, additional directors may be elected within the limitations so
fixed, either by the stockholders or within the limitations imposed by law,
by a majority of directors then in office. One-third of the number of
directors, as fixed from time to time, shall constitute a quorum. Any one or
more members of the Board of Directors or any Committee thereof may
participate in a meeting of the Board of Directors or Committee thereof by
means of a conference telephone or similar communications equipment which
allows all persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute presence in person at
such a meeting.
<PAGE>
All directors hereafter elected shall hold office until the next annual
meeting of the stockholders and until their successors are elected and have
qualified. No person who shall have attained age 72 shall be eligible to be
elected or re-elected a director. Such director may, however, remain a
director of the Company until the next annual meeting of the stockholders of
Bankers Trust New York Corporation (the Companys parent) so that such
directors retirement will coincide with the retirement date from Bankers
Trust New York Corporation.
No Officer-Director who shall have attained age 65, or earlier relinquishes
his responsibilities and title, shall be eligible to serve as a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the
Board of Directors may be filled by the affirmative vote of a majority of
the directors then in office, and the directors so elected shall hold office
for the balance of the unexpired term.
SECTION 3. The Chairman of the Board shall preside at meetings of the
Board of Directors. In his absence, the Chief Executive Officer or, in his
absence, such other director as the Board of Directors from time to time may
designate shall preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations
for the conduct of its meetings and the management of the affairs of the
Company as it may deem proper, not inconsistent with the laws of the State of
New York, or these By-Laws, and all officers and employees shall strictly
adhere to, and be bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from
time to time on the third Tuesday of the month. If the day appointed for
holding such regular meetings shall be a legal holiday, the regular meeting
to be held on such day shall be held on the next business day thereafter.
Special meetings of the Board of Directors may be called upon at least two
day's notice whenever it may be deemed proper by the Chairman of the Board
or, the Chief Executive Officer or, in their absence, by such other director
as the Board of Directors may have designated pursuant to Section 3 of this
Article, and shall be called upon like notice whenever any three of the
directors so request in writing.
SECTION 6. The compensation of directors as such or as members of
committees shall be fixed from time to time by resolution of the Board of
Directors.
<PAGE>
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting
of not less than five directors who shall be appointed annually by the Board
of Directors. The Chairman of the Board shall preside at meetings of the
Executive Committee. In his absence, the Chief Executive Officer or,in his
absence, such other member of the Committee as the Committee from time to
time may designate shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented
to the Board of Directors at its next subsequent meeting. All acts done and
powers and authority conferred by the Executive Committee from time to time
shall be and be deemed to be, and may be certified as being, the act and
under the authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may
act only by the concurrent vote of not less than one-third of its members, at
least one of whom must be a director other than an officer. Any one or more
directors, even though not members of the Executive Committee, may attend any
meeting of the Committee, and the member or members of the Committee present,
even though less than a quorum, may designate any one or more of such
directors as a substitute or substitutes for any absent member or members of
the Committee, and each such substitute or substitutes shall be counted for
quorum, voting, and all other purposes as a member or members of the
Committee.
SECTION 2. There shall be an Audit Committee appointed annually by
resolution adopted by a majority of the entire Board of Directors which
shall consist of such number of directors, who are not also officers of the
Company, as may from time to time be fixed by resolution adopted by the Board
of Directors. The Chairman shall be designated by the Board of Directors,
who shall also from time to time fix a quorum for meetings of the Committee.
Such Committee shall conduct the annual directors' examinations of the
Company as required by the New York State Banking Law; shall review the
reports of all examinations made of the Company by public authorities and
report thereon to the Board of Directors; and shall report to the Board of
Directors such other matters as it deems advisable with respect to the
Company, its various departments and the conduct of its operations.
In the performance of its duties, the Audit Committee may employ or retain,
from time to time, expert assistants, independent of the officers or
personnel of the Company, to make studies of the Company's assets and
liabilities as the Committee may request and to make an examination of the
accounting and auditing methods of the Company and its system of internal
protectivecontrols to the extent considered necessary or advisable in order
to determine that the operations of the Company, including its fiduciary
departments, are being audited by the General Auditor in such a manner as to
provide prudent and adequate protection. The Committee also may direct the
General Auditor to make such investigation as it deems necessary or advisable
with respect to the Company, its various departments and the conduct of its
operations. The Committee shall hold regular quarterly meetings and during
the intervals thereof shall meet at other times on call of the Chairman.
<PAGE>
SECTION 3. The Board of Directors shall have the power to appoint any
other Committees as may seem necessary, and from time to time to suspend or
continue the powers and duties of such Committees. Each Committee appointed
pursuant to this Article shall serve at the pleasure of the Board of
Directors.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect from among their number
a Chairman of the Board and a Chief Executive Officer; and shall also elect
a President, and may also elect a Senior Vice Chairman, one or more Vice
Chairmen, one or more Executive Vice Presidents, one or more Senior Managing
Directors, one or more Managing Directors, one or more Senior Vice
Presidents, one or more Principals, one or more Vice Presidents, one or more
General Managers, a Secretary, a Controller, a Treasurer, a General Counsel,
one or more Associate General Counsels, a General Auditor, a General Credit
Auditor, and one or more Deputy Auditors, who need not be directors. The
officers of the corporation may also include such other officers or assistant
officers as shall from time to time be elected or appointed by the Board. The
Chairman of the Board or the Chief Executive Officer or, in their absence,
the President, the Senior Vice Chairman or any Vice Chairman, may from time
to time appoint assistant officers. All officers elected or appointed by the
Board of Directors shall hold their respective offices during the
pleasure of the Board of Directors, and all assistant officers shall hold
office at the pleasure of the Board or the Chairman of the Board or the Chief
Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman. The Board of Directors may require any and all
officers and employees to give security for the faithful performance of their
duties.
SECTION 2. The Board of Directors shall designate the Chief Executive
Officer of the Company who may also hold the additional title of Chairman of
the Board, President, Senior Vice Chairman or Vice Chairman and such person
shall have, subject to the supervision and direction of the Board of
Directors or the Executive Committee, all of the powers vested in such Chief
Executive Officer by law or by these By-Laws, or which usually attach or
pertain to such office. The other officers shall have, subject to the
supervision and direction of the Board of Directors or the Executive
Committee or the Chairman of the Board or, the Chief Executive Officer, the
powers vested by law or by these By-Laws in them as holders of their
respective offices and, in addition, shall perform such other duties as shall
be assigned to them by the Board of Directors or the Executive Committee or
the Chairman of the Board or the Chief Executive Officer.
The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal
controls. Subject to the Board of Directors, the General Auditor shall have
and may exercise all the powers and shall perform all the duties usual to
such office and shall have such other powers as may be prescribed or assigned
to him from time to time by the Board of Directors or vested in him by law or
by these By-Laws. He shall perform such other duties and shall make such
investigations, examinations and reports as may be prescribed or required by
the Audit Committee. The General Auditor shall have unrestricted access to
all records and premises of the Company and shall delegate such authority to
his subordinates. He shall have the duty to report to the Audit Committee on
all matters concerning the internal audit program and the adequacy of the
system of internal controls of the Company which he deems advisable or which
the Audit Committee may request. Additionally, the General Auditor shall have
the duty of reporting independently of all officers of the Company to the
Audit Committee at least quarterly on any matters concerning the internal
audit
<PAGE>
program and the adequacy of the system of internal controls of the Company
that should be brought to the attention of the directors except those matters
responsibility for which has been vested in the General Credit Auditor.
Should the General Auditor deem any matter to be of special immediate
importance, he shall report thereon forthwith to the Audit Committee. The
General Auditor shall report to the Chief Financial Officer only for
administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive
Officer and, through the Audit Committee, to the Board of Directors for the
systems of internal credit audit, shall perform such other duties as the
Chief Executive Officer may prescribe, and shall make such examinations and
reports as may be required by the Audit Committee. The General Credit Auditor
shall have unrestricted access to all records and may delegate such authority
to subordinates.
SECTION 3. The compensation of all officers shall be fixed under such
plan or plans of position evaluation and salary administration as shall be
approved from time to time by resolution of the Board of Directors.
SECTION 4. The Board of Directors, the Executive Committee, the
Chairman of the Board, the Chief Executive Officer or any person
authorized for this purpose by the Chief Executive Officer, shall appoint or
engage all other employees and agents and fix their compensation. The
employment of all such employees and agents shall continue during the pleasure
of the Board of Directors or the Executive Committee or the Chairman of the
Board or the Chief Executive Officer or any such authorized person; and the
Board of Directors, the Executive Committee, the Chairman of the Board, the
Chief Executive Officer or any such authorized person may discharge any such
employees and agents at will.
<PAGE>
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extent permitted by Section
7018 of the New York Banking Law, indemnify any person who is or was made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by
or in the right of the Company to procure a judgment in its favor and an
action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
Company is servicing or served in any capacity at the request of the Company
by reason of the fact that he, his testator or intestate, is or was a
director or officer of the Company, or is serving or served such other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, or
any appeal therein; provided, however, that no indemnification shall be
provided to any such person if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so adjudicated, or
(ii) he personally gained in fact a financial profit or other advantage to
which he was not legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company
is permitted to provide indemnification or the advancementof expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided
by, the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to
any person referred to in Section 1 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action
or proceeding referred to in Section 1, upon receipt of a written undertaking
by or on behalf of such person to repay such amount(s) if a judgment or other
final adjudication adverse to the director or officer estab-lishes that (i)
his acts were committed in bad faith or were the result of active and
deliberate dishonesty and, in either case, were material to the cause of
action so adjudicated, or (ii) he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the
election of its directors is held by the Company, or (ii) any employee
benefit plan of the Company or any corporation referred to in clause (i) in
any capacity shall be deemed to be doing so at the request of the Company.
In all other cases, the provisions of this Article V will apply (i) only if
the person serving another corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise so served at the specific
request of the Company, evidenced by a written communication signed by the
Chairman of the Board, the Chief Executive Officer or the
<PAGE>
President, and (ii) only if and to the extent that,after making such efforts
as the Chairman of the Board, the Chief Executive Officer or the
President shall deem adequate in the circumstances, such person shall be
unable to obtain indemnification from such other enterprise or its insurer.
SECTION 5. Any person entitled to be indemnified or to the reimbursement
or advancement of expenses as a matter of right pursuant to this Article V
may elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect
at the time indemnification is sought.
SECTION 6. The right to be indemnified or to the reimbursement or
advancement of expense pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
Company and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company,
the claimant may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled also to be paid the expenses of
prosecuting such claim. Neither the failure of the Company (including its
Board of Directors, independent legal counsel, or its stock-holders) to have
made a determination prior to the commencement of such action that
indemnification of or reimbursement or advancement of expenses to the
claimant is proper in the circumstance, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses, shall be a defense to the action or
create a presumption that the claimant is not so entitled.
SECTION 8. A person who has been successful, on the merits or otherwise,
in the defense of a civil or criminal action or proceeding of the character
described in Section 1 shall be entitled to indemnification only as provided
in Sections 1 and 3, notwithstanding any provision of the New York Banking
Law to the contrary.
<PAGE>
ARTICLE VI
SEAL
SECTION 1. The Board of Directors shall provide a seal for the Company,
the counterpart dies of which shall be in the charge of the Secretary of the
Company and such officers as the Chairman of the Board, the Chief Executive
Officer or the Secretary may from time to time direct in writing, to be
affixed to certificates of stock and other documents in accordance with the
directions of the Board of Directors or the Executive Committee.
SECTION 2. The Board of Directors may provide, in propercases on
a specified occasion and for a specified transaction or transactions, for the
use of a printed or engraved facsimile seal of the Company.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of shares shall only be made upon the
books of the Company by the registered holder in person, or by power of
attorney, duly executed, witnessed and filed with the Secretary or other
proper officer of the Company, on the surrender of the certificate or
certificates of such shares properly assigned for transfer.
ARTICLE VIII
CONSTRUCTION
SECTION 1. The masculine gender, when appearing in these By-Laws, shall
be deemed to include the feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered,amended or added to by the Board
of Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
<PAGE>
I, Marc Parilla, Assistant Treasurer of Bankers Trust Company, New York, New
York, hereby certify that the foregoing is a complete, true and correct copy
of the By-Laws of Bankers Trust Company, and that the same are in full force
and effect at this date.
Marc Parilla
-------------------
ASSISTANT TREASURER
DATED: AUGUST 10,1998
<PAGE>
Legal Title of Bank: Bankers Trust Company
Address: 130 Liberty Street
City, State Zip: New York, NY 10006
FDIC Certificate No.: /0/ /0/ /6/ /2/ /3/
Call Date: 03/31/98 ST-BK: 36-4840 FFIEC 031
Vendor ID: D CERT: 00623 Page RC-1
11
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS / / / / / / / / / / /
1. Cash and balances due from depository institutions (from Schedule RC-A): / / / / / / / / / / / /
a. Noninterest-bearing balances and currency and coin (1)................ 0081 1,458,000 1.a.
b. Interest-bearing balances (2)......................................... 0071 2,253,000 1.b.
2. Securities: / / / / / / / / / / / / / / / / / /
a. Held-to-maturity securities (from Schedule RC-B, column A)............ 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).......... 1773 6,444,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell..... 1350 30,836,000 3.
4. Loans and lease financing receivables: / / / / / / / / / / /
a. Loans and leases, net of unearned income (from Schedule RC-C)
RCFD 2122 19,993,000 / / / / / / / / / / / 4.a.
b. LESS: Allowance for loan and lease losses.... RCFD 3123 647,000 / / / / / / / / / / / 4.b.
c. LESS: Allocated transfer risk reserve.........RCFD 3128 0 / / / / / / / / / / / 4.c.
d. Loans and leases, net of unearned income, / / / / / / / / / / /
allowance, and reserve (item 4.a minus 4.b and 4.c) .................. 2125 19,346,000 4.d.
5. Trading Assets (from schedule RC-D)........................................ 3545 45,690,000 5.
6. Premises and fixed assets (including capitalized leases)................... 2145 791,000 6.
7. Other real estate owned (from Schedule RC-M)............................... 2150 184,000 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) ...................................................... 2130 104,000 8.
9. Customers' liability to this bank on acceptances outstanding .............. 2155 542,000 9.
10. Intangible assets (from Schedule RC-M)..................................... 2143 81,000 10.
11. Other assets (from Schedule RC-F).......................................... 2160 5,339,000 11.
12. Total assets (sum of items 1 through 11)................................... 2170 113,068,000 12.
__________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
<PAGE>
Legal Title of Bank: Bankers Trust Company
Address: 130 Liberty Street
City, State Zip: New York, NY 10006
FDIC Certificate No.: /0/ /0/ /6/ /2/ /3/
Call Date: 03/31/98 ST-BK: 36-4840 FFIEC 031
Vendor ID: D CERT: 00623 Page RC-2
12
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands / / / / / / / Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
LIABILITIES / / / / / / / / / / /
13. Deposits: / / / / / / / / / / /
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part I) RCON 2200 26,465.00
(1) Noninterest-bearing(1) ...........RCON 6631 3,005,000....... / / / / / / / / / /
(2) Interest-bearing .................RCON 6636 23,460,000....... / / / / / / / / / /
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(from Schedule RC-E part II) RCFN 2200 21,993,000 13.b.
(1) Noninterest-bearing ..............RCFN 6631 1,712,000 / / / / / / / / / / / / / /
(2) Interest-bearing..................RCFN 6636 20,281,000 / / / / / / / / / / / / /
14. Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 12,125,000
15. a. Demand notes issued to the U.S. Treasury............................ RCON 2840
b. Trading liabilities (from Schedule RC-D)............................ RCFD 3548 25,701,000
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases): / / / / / / / / / /
a. With a remaining maturity of one year or less ...................... RCFD 2332 6,773,000
b. With a remaining maturity of more than one year through three years A547 3,754,000
c. With a remaining maturity of more than three years.................. A548 2,212,000
17. Not Applicable. / / / / / / / / / / / /
18. Bank's liability on acceptances executed and outstanding .............. RCFD 2920 542,000
19. Subordinated notes and debentures(2)................................... RCFD 3200 1,308,000
20. Other liabilities (from Schedule RC-G)................................. RCFD 2930 6,135,000
21. Total liabilities (sum of items 13 through 20)......................... RCFD 2948 107,008,000 21.
22. Not Applicable / / / / / / / / / / / /
/ / / / / / / / / / / / / / /
EQUITY CAPITAL / / / / / / / / / / / / / / /
23. Perpetual preferred stock and related surplus.......................... RCFD 3838 1,000
24. Common stock........................................................... RCFD 3230 1,352,000
25. Surplus (exclude all surplus related to preferred stock)............... RCFD 3839 544,000
26. a. Undivided profits and capital reserves.............................. RCFD 3632 3,583,000
b. Net unrealized holding gains (losses) on available-for-sale securities RCFD 8434 (41,000)
27. Cumulative foreign currency translation adjustments.................... RCFD 3284 (378,000)
28. Total equity capital (sum of items 23 through 27)...................... RCFD 3210 6,060,000
29. Total liabilities and equity capital (sum of items 21 and 28).......... RCFD 3300 113,068,000
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external auditors as of any Number
date during 1997 ................................................... RCFD 6724 1 M
----------------------------------
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm
which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
______________________
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
