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Pricing Supplement dated May 21, 1999 Rule 424(b)(3)
(To Prospectus dated September 3, 1998 and File No. 333-60913
Prospectus Supplement dated September 3, 1998)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Fixed Rate/Floating Rate
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Principal Amount: $50,000 Trade Date: July 2, 1999
Issue Price: 100% Original Issue Date: July 9, 1999
Interest Rate: 6.83% Net Proceeds to Issuer: $50,000
Interest Payment Dates: each January 9 Principal's Discount
and July 9, commencing January 9, 2000 or Commission: 0.0%
Stated Maturity Date: July 9, 2009
________________________________________________________________________________
Day Count Convention:
[x] 30/360 for the period from July 9, 1999 to July 9, 2009 (See "Other
Terms" below.)
[ ] Actual/365 for the period from to
[ ] Other (see attached)
Redemption:
[X] The Note cannot be redeemed prior to the Stated Maturity Date.
[ ] The Note may be redeemed prior to Stated Maturity Date.
Initial Redemption Date: Not applicable
Initial Redemption Percentage: Not applicable
Annual Redemption Percentage Reduction: Not applicable
Repayment:
[ ] The Note cannot be repaid prior to the Stated Maturity Date.
[X] The Note can be repaid prior to the Stated Maturity Date at the option
of the Holder of the Note.
Optional Repayment Date(s): See "Additional Terms of the Note -
Repayment Option"
Repayment Price: See "Additional Terms of the Note - Repayment
Option"
Currency:
Specified Currency: U.S. dollars
(If other than U.S. dollars, see attached)
Minimum Denominations:
(Applicable only if Specified Currency is other than U.S. dollars)
Original Issue Discount: [ ] Yes [x] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [x] Book-entry [ ] Certificated
Other Terms: The Holder of the Note has an option to convert the Note into a
Floating Rate Note. Upon conversion, certain of the terms of
the Note summarized above will be changed. See "Additional
Terms of the Note - Conversion to Floating Rate Note."
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Merrill Lynch & Co.
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ADDITIONAL TERMS OF THE NOTE
Repayment Option
The Note will be repayable by TMCC at the option of the Holder
thereof in whole but not in part at a repayment price equal to the Market
Price (as defined below), together with unpaid interest accrued thereon to but
excluding the date of repayment.
The Holder, the Beneficial Owner of the Note or the Participant
through which the Beneficial Owner owns its interest shall have the right on
any Business Day (as defined below) to request orally or in writing that TMCC
provide a quote for the Market Price of the Note for that day. TMCC shall
provide a written quote to the person or entity requesting the quote within
one Business Day of TMCC's receipt of the request. The Holder shall have three
Business Days after delivery of the quote to exercise its right to require
TMCC to repay the Note at the Market Price contained in the quote by
delivering written notice of such exercise to the Trustee. The Trustee shall
provide written notice of such exercise to TMCC within one Business Day after
receiving same from the Holder. The repayment shall occur on a Business Day
specified by TMCC which shall be not more than three Business Days after
delivery of the notice to TMCC. The Holder shall have no obligation to
exercise the repayment option after receipt of the quote. However, exercise of
the repayment option will be irrevocable.
The Note will be a Book-Entry Note represented by one Global
Security. So long as the Depositary or its nominee is the registered owner of
the Global Security, the Depositary or its nominee, as the case may be, will
be the sole Holder of the Book-Entry Note represented by the Global Security
and only the Depositary may exercise the repayment option in respect of the
Global Security representing the Book-Entry Note. However, the Beneficial
Owner and the Participant through which it owns its interest shall have the
right to request a Market Price quote. To exercise the repayment option, the
Depositary must notify the Trustee in writing as outlined above. Accordingly,
the Beneficial Owner of the Global Security that desires to have the
Book-Entry Note represented by such Global Security repaid must instruct the
Participant through which it owns its interest to direct the Depositary to
exercise the repayment option on its behalf. To ensure that the Depositary
receives notice from a Participant in time to deliver notice to the Trustee on
a particular day, the Beneficial Owner must so instruct the Participant
through which it owns its interest before such Participant's deadline for
accepting instructions for that day. Different firms may have different
deadlines for accepting instructions from their customers. Accordingly, the
Beneficial Owner should consult the Participant through which it owns its
interest for the deadline for such Participant. All instructions given to a
Participant from the Beneficial Owner of the Global Security relating to the
option to elect repayment shall be irrevocable. In addition, at the time such
instructions are given, the Beneficial Owner shall cause the Participant
through which it owns its interest to transfer the Beneficial Owner's interest
in the Global Security representing
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the related Book-Entry Note on the Depositary's records to the Trustee. The
requirement for physical delivery of a Book-Entry Note in connection with a
demand for repayment will be deemed satisfied when the ownership rights in
the Global Security representing such Book-Entry Note are transferred by the
Direct Participant on the Depositary's records.
The Beneficial Owner of the Global Security shall not be entitled to
receive physical delivery of a Certificated Note, except in the limited
circumstances described under "Description of Note -- Book-Entry Note" in the
Prospectus Supplement. In such circumstances, the Holder of a Certificated
Note shall exercise the repayment option by delivering the Note, together with
the form thereon entitled "Option to Elect Repayment" duly completed, to the
Trustee at its office maintained for such purpose in the Borough of Manhattan,
The City of New York, currently the corporate trust office of the Trustee
located at 4 Albany Street, New York, New York 10006 within the time specified
above. Exercise of such repayment option by the Holder of a Note will be
irrevocable.
All notices from or to the Holder, the Trustee or TMCC in connection
with the repayment of the Note may be delivered in electronic form or by
facsimile. Oral or written requests for Market Price quotes should be directed
to the TMCC Treasury Department.
For purposes of this Note, the following terms shall have the
following meanings:
"Market Price" shall mean the market price for the Note as
determined by TMCC in its sole discretion, reasonably exercised.
"Business Day" shall mean any day other than a Saturday or Sunday or
any other day on which banks in the City of New York or in the City of Los
Angeles are generally authorized or obligated by law or executive order to
close.
"Beneficial Owner", "Participant" and "Direct Participant" shall
have the meanings set forth in the Prospectus Supplement under "Descriptions
of Note -- Book-Entry Note".
Conversion to Floating Rate Note
The Holder shall have the right to convert the interest rate on the
Note from a Fixed Rate of 6.83% to a floating rate of LIBOR (Telerate Page
3750) plus 0.15%. The principal amount of the Note shall remain the same. The
Index Currency shall be U.S. dollars and the Index Maturity shall be three
months. If the Note is converted, the initial floating rate Interest Rate
shall be determined on the second London Business Day (as defined below)
preceding the Conversion Date (as defined below). After conversion, the
Interest Payment Dates shall be changed from semiannual to quarterly payments
and shall occur on each January 9, April 9, July 9 and October 9 of each year
commencing on the first such date following the Conversion Date. The Interest
Reset Dates shall be the same as the Interest Payment Dates. The Day Count
Convention shall be changed to Actual/360 for the period from and including
the Conversion Date to Maturity. Merrill Lynch Capital Services, Inc. will be
the Calculation Agent for the Note.
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The exercise of the option to convert the Note into a Floating Rate Note will
be irrevocable. The Holder shall have no further option to convert the Note
into a Fixed Rate Note. For purposes of this Note, "London Business Day"
shall mean a day other than a Saturday or Sunday or any other day on which
banks in the City of New York are generally authorized or obligated by law or
executive order to close and a day on which dealings in U.S. dollars are
transacted in the London interbank market.
The Holder shall exercise the option to convert the Note into a
Floating Rate Note by delivering written notice of exercise to the Trustee.
The Trustee shall provide a copy of the notice to TMCC. If the Trustee
receives notice on or between the first and 22nd day of a calendar month, the
"Conversion Date" shall be the 9th day of the calendar month following the
month in which the notice is received. If the Trustee receives notice on or
after the 23rd day of a calendar month, the "Conversion Date" shall be the 9th
day of the calendar month which is two months after the month in which the
notice is received. Interest shall accrue on the Note at the Fixed Rate to but
excluding the Conversion Date. Interest shall begin to accrue at the Floating
Rate on the Conversion Date to but excluding Maturity.
Only the Depositary may exercise the option to convert the Note into
a Floating Rate Note as long as the Note is held as a Global Security
representing the Book-Entry Note. To exercise the conversion option, the
Depositary must notify the Trustee in writing as outlined above. Accordingly,
the Beneficial Owner of the Global Security that desires to have the
Book-Entry Note represented by such Global Security converted into a Floating
Rate Note must instruct the Participant through which it owns its interest to
direct the Depositary to exercise the conversion option on its behalf. To
ensure that the Depositary receives notice from a Participant in time to
deliver notice to the Trustee on a particular day, the Beneficial Owner must
so instruct the Participant through which it owns its interest before such
Participant's deadline for accepting instructions for that day. Different
firms may have different deadlines for accepting instructions from their
customers. Accordingly, the Beneficial Owner should consult the Participant
through which it owns its interest for the deadline for such Participant. All
instructions given to a Participant from the Beneficial Owner of the Global
Security relating to the option to elect conversion shall be irrevocable.
The Beneficial Owner of the Global Security shall not be entitled to
receive physical delivery of a Certificated Note, except in the limited
circumstances described under "Description of Note -- Book-Entry Note" in the
Prospectus Supplement. In such circumstances, the Holder of a Certificated
Note shall exercise the conversion option by delivering written notice to the
Trustee at its office maintained for such purpose in the Borough of Manhattan,
The City of New York, currently the corporate trust office of the Trustee
located at 4 Albany Street, New York, New York 10006 within the times
specified above. Exercise of such conversion option by the Holder of a Note
will be irrevocable.
All notices from or to the Holder, the Trustee or TMCC in connection
with the conversion of the Note may be delivered in electronic form or by
facsimile.
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Minimum Denomination
The Note shall have a minimum denomination of $50,000.
Plan of Distribution
Under the terms of and subject to the conditions of a terms
agreement under the First Amended and Restated Distribution Agreement dated
September 3, 1998 between TMCC and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill"), Goldman, Sachs & Co., Lehman Brothers
Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and
Salomon Smith Barney Inc.(the "Agreement"), Merrill, acting as principal, has
agreed to purchase and TMCC has agreed to sell the Note at 100% of the
principal amount thereof. Merrill proposes to offer the Note at an public
offering price of 100% of the principal amount thereof.
Under the terms and conditions of the Agreement, Merrill is
committed to take and pay for the entire Note offered hereby.
Certain U.S. Tax Considerations
The following is a summary of the principal U.S. federal income tax
consequences of ownership of the Note. The summary concerns a U.S. Holder (as
defined in the Prospectus Supplement) who holds the Note as a capital asset
and does not deal with special classes of holders such as dealers in
securities or currencies, persons who hold the Note as a hedge against
currency risks or who hedge any currency risks of holding the Note, tax-exempt
investors, or a U.S. Holder whose functional currency is other than the U.S.
dollar or persons who acquire, or for income tax purposes are deemed to have
acquired, the Note in an exchange, or for property other than cash. The
discussion below is based upon the Internal Revenue Code of 1986, as amended,
and final, temporary and proposed United States Treasury Regulations. Persons
considering the purchase of the Note should consult with and rely solely upon
their own tax advisors concerning the application of U.S. federal income tax
laws to their particular situations as well as any consequences arising under
the laws of any other domestic or foreign taxing jurisdiction.
Except where otherwise indicated below, this summary supplements
and, to the extent inconsistent, replaces the discussion under the caption
"United States Taxation" in the Prospectus Supplement.
U.S. Holder
Since the Holder has the right to require TMCC to repay the Note at
the Market Price, there is a possibility that the Note will not be outstanding
until the Stated Maturity Date. The general rule under the regulations
regarding OID is that in determining the yield and maturity of a debt
instrument that provides a Holder with an unconditional option or options,
exercisable on one or more dates during the term of the debt instrument that
if exercised require payments to be made on the debt instrument under an
alternative schedule, the Holder will be deemed to exercise such option or
combination of options in a
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manner that maximizes the yield on the debt instrument. Applying the
foregoing rules, the Note is treated as if the Holder will not exercise the
repayment option and the Note remains outstanding until the Stated Maturity
Date. The Holder also has the right to convert the interest rate on the Note
from a Fixed Rate of 6.83% to a floating rate of LIBOR plus 0.15%. Under the
regulations' presumptions, the Note is treated as if the Holder will also not
exercise the right to convert. If contrary to the presumptions in the
regulations, the Holder does exercise the right to convert, then solely for
the purposes of accruing OID, the Note will be treated as having been
reissued at its face amount as of such date bearing the floating rate of
LIBOR plus 0.15%. Thus, amounts payable with respect to the Note at the Fixed
Rate, and if the right to convert is exercised, at the floating rate will be
includible in income by a U.S. Holder as ordinary interest at the time the
interest payments are accrued or received in accordance with such U.S.
Holder's regular method of tax accounting. An exercise by the Holder of the
right to convert to a floating rate will not be treated as a sale or exchange
of the Note, but an exercise by the Holder of the right to repayment will
trigger gain or loss measured by the difference between the Holder's tax
basis and the Market Price received on repayment.
