<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 3, 1998)
Y50,000,000,000
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
1% NOTES DUE 2004
--------------
Interest is payable on June 20 and December 20, commencing June 20, 2000.
The notes will mature on December 20, 2004. The notes are not redeemable unless
particular events occur involving United States taxation.
Application has been made to list the notes on the Luxembourg Stock
Exchange.
-------------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Price to investors(1)................... 99.429% Y49,714,500,000
Underwriting discounts and
commissions........................... .25% Y125,000,000
Proceeds to Toyota Motor Credit
Corporation........................... 99.179% Y49,589,500,000
</TABLE>
(1) Plus accrued interest from November 22, 1999, if settlement occurs
after that date
Neither the United States Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities, or
determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company, the Euroclear System or Cedelbank on or about November
22, 1999.
-------------------
MERRILL LYNCH & CO. NOMURA SECURITIES
DEUTSCHE BANK MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY INTERNATIONAL TOKYO-MITSUBISHI INTERNATIONAL PLC
WARBURG DILLON READ
--------------
The date of this prospectus supplement is November 9, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Statement Regarding Forward-Looking
Statements......................... S-3
Where You Can Find More Information.. S-3
Incorporation of Information Filed
with the SEC....................... S-4
Selected Financial Information....... S-4
Capitalization....................... S-6
Currency Conversions and Foreign
Exchange Risks..................... S-7
Description of the Notes............. S-9
United States Federal Taxation....... S-17
Underwriting......................... S-22
Listing and General Information...... S-24
Annex I--Global Clearance, Settlement
and Tax Documentation Procedures... S-26
</TABLE>
<TABLE>
PROSPECTUS
<CAPTION>
PAGE
----
<S> <C>
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
Toyota Motor Credit Corporation...... 3
Use of Proceeds...................... 3
Description of Debt Securities....... 3
Ratio of Earnings of Fixed Charges... 8
Plan of Distribution................. 9
Legal Matters........................ 9
Experts.............................. 9
</TABLE>
S-2
<PAGE>
In this prospectus, "TMCC", "we", "us" and "our" refer specifically to
Toyota Motor Credit Corporation. TMCC is the issuer of all of the notes offered
under this prospectus supplement and the accompanying prospectus.
If you want to find out more information about us, please see the sections
in this prospectus supplement entitled "Where You Can Find More Information" and
"Incorporation of Information Filed with the SEC."
This document does not constitute an offer or invitation by or on behalf of
TMCC or by any of the underwriters to purchase any of the notes. The
distribution of this prospectus supplement and the accompanying prospectus and
the offer or sale of the notes in particular jurisdictions may be restricted by
law; persons into whose possession this prospectus supplement and the
accompanying prospectus come are required by the underwriters and TMCC to inform
themselves about and to observe any applicable restrictions. For a description
of particular restrictions on offers and sales of the notes and the distribution
of this prospectus supplement and the accompanying prospectus, see
"Underwriting".
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. TMCC
has not authorized anyone to make any representation in connection with the
notes or to provide you with information different from that contained in this
prospectus supplement and the accompanying prospectus. TMCC is offering to sell
the notes, and seeking offers to buy the notes, only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus
supplement and the accompanying prospectus is accurate only as of the date of
this prospectus supplement and date of the accompanying prospectus, regardless
of the time of delivery of this prospectus supplement and the accompanying
prospectus or any sales of the notes.
TMCC, having made all reasonable inquiries, confirms that this prospectus
supplement and the accompanying prospectus are true and accurate in all material
respects and are not misleading, that the opinions and intentions expressed
herein are honestly held and that there are no other facts the omission of which
make this prospectus supplement or the accompanying prospectus, including any
information incorporated by reference herein, as a whole, or any of such
information or the expression of any such opinions or intentions misleading.
TMCC accepts responsibility accordingly.
References in this prospectus supplement and the accompanying prospectus to
"dollars", "$" and "U.S.$" are to United States dollars. References in this
prospectus supplement to "Yen", "Y", and "Japanese Y" are to Japanese Yen.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents
incorporated by reference contain "forward-looking statements," as that term is
defined in Section 27A of the United States Securities Act of 1933, as amended,
and Section 21E of the United States Exchange Act of 1934, as amended, relating
to future events and TMCC's financial performance. The statements are only
predictions and involve risks and uncertainties, resulting in the possibility
that the actual events or performance will differ materially from the
predictions.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the
United States Securities and Exchange Commission (the "SEC"). You may read and
copy our SEC filings at the SEC's public reference rooms in Washington, D.C.,
New York, New York, and Chicago, Illinois. You may also request copies of our
SEC filings upon payment of a duplicating fee, by writing to the SEC's Public
Reference Room. You may obtain information regarding the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Copies of our SEC filings and other
information may also be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York. Our electronic SEC filings are available on the
Internet through the SEC's website at http://www.sec.gov.
S-3
<PAGE>
We have filed a registration statement with the SEC on Form S-3 under the
Securities Act covering the notes which includes this prospectus supplement. For
further information about us and the notes, you should refer to the registration
statement and the exhibits. This prospectus supplement summarizes material
provisions of agreements and other documents that we refer you to. However,
because this prospectus supplement may not contain all the information you may
find important, you should review the full text of these documents. We have
included copies of these documents as exhibits to the registration statement.
INCORPORATION OF INFORMATION FILED WITH THE SEC
The SEC allows us to "incorporate by reference" the information filed with
the SEC, which means:
- incorporated documents are considered part of this prospectus supplement,
- we can disclose important information to you by referring you to those
documents, and
- later information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were filed with
the SEC under the Exchange Act:
- annual report on Form 10-K for the year ended September 30, 1998, and
- quarterly reports on Form 10-Q dated December 31, 1998, March 31, 1999 and
June 30, 1999.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this prospectus supplement until this
offering is completed:
- any reports filed under Sections 13(a) and (c) of the Exchange Act,
- any reports filed under Section 14 of the Exchange Act, and
- any reports filed under Section 15(d) of the Exchange Act.
You should rely only on information contained or incorporated by reference
in this prospectus supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted.
You should assume that the information appearing in this prospectus
supplement is accurate as of the date other than the date on the front of the
documents. Our business, financial condition, results of operations and other
information may have changed since that date.
You may request a copy of any filings referred to above at no cost by
contacting us at the following address: Toyota Motor Credit Corporation, 19001
South Western Avenue, Torrance, California 90509, United States; Attn: Treasury;
telephone: (310) 787-1310.
The business address of each director and TMCC's principal executive office
is 19001 South Western Avenue, Torrance, California 90509, United States.
SELECTED FINANCIAL INFORMATION
The following selected financial data for the five years ended September 30,
1998 has been derived from financial statements examined by
PricewaterhouseCoopers LLP, independent accountants, included in TMCC's Annual
Reports on Form 10-K for the years ended September 30, 1998, 1997, 1996, 1995
and 1994. TMCC's selected financial data for the nine months ended June 30, 1999
and 1998 has been derived from TMCC's unaudited financial statements included in
TMCC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 which,
in the opinion of management, includes all adjustments, consisting only of
normal recurring adjustments, necessary for a fair statement of the data for the
interim periods presented. The information for the nine months ended June 30,
1999 is not necessarily indicative of the results that may be expected for the
full fiscal year or any other interim period. TMCC's Annual Report on Form 10-K
for the year ended September 30, 1998 and Quarterly Report for the quarter ended
June 30, 1999 referred to above are among the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus. TMCC's
Annual Report on 10-K for the year ended September 30, 1998 and TMCC's Quarterly
Reports on Form 10-Q for the quarters ended December 31, 1998, March 31, 1999
and June 30, 1999 are available for inspection and copies may be obtained free
of charge from Bankers Trust Luxembourg S.A., 14 Boulevard F.D. Roosevelt,
L2450 Luxembourg, the Luxembourg Paying Agent.
S-4
<PAGE>
The following information should be read in conjunction with TMCC's
financial statements contained in those documents. See "Incorporation of
Information Filed With the SEC".
<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEARS ENDED SEPTEMBER 30,
------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED) (U.S. DOLLARS IN MILLIONS)
(U.S. DOLLARS IN
MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
FINANCING REVENUES:
Leasing............................. $ 1,810 $ 1,941 $ 2,595 $ 2,730 $ 2,448 $ 1,904 $ 1,231
Retail Financing.................... 492 394 547 446 415 431 413
Wholesale and other dealer
financing......................... 77 73 98 89 109 121 86
------- ------- ------- ------- ------- ------- -------
Total financing revenues............ 2,379 2,408 3,240 3,265 2,972 2,456 1,730
Depreciation on leases.............. 1,268 1,259 1,681 1,781 1,620 1,232 736
Interest expense.................... 690 722 994 918 820 716 486
------- ------- ------- ------- ------- ------- -------
Net financing revenues.............. 421 427 565 566 532 508 508
Other revenues...................... 151 119 191 163 127 106 94
------- ------- ------- ------- ------- ------- -------
Net financing revenues and other
revenues.......................... 572 546 756 729 659 614 602
EXPENSES:
Operating and administrative........ 272 228 323 259 235 207 194
Provision for credit losses......... 79 108 127 136 115 66 78
Insurance losses and loss adjustment
expenses.......................... 45 39 55 51 49 41 37
------- ------- ------- ------- ------- ------- -------
Total expenses.................... 396 375 505 446 399 314 309
------- ------- ------- ------- ------- ------- -------
Income before income taxes.......... 176 171 251 283 260 300 293
Provision for income taxes.......... 74 72 107 121 108 117 118
------- ------- ------- ------- ------- ------- -------
Net Income........................ $ 102 $ 99 $ 144 $ 162 $ 152 $ 183 $ 175
======= ======= ======= ======= ======= ======= =======
BALANCE SHEET DATA
Investment in operating leases,
net............................... $ 8,795 $ 9,775 $ 9,765 $10,257 $10,831 $ 8,148 $ 6,215
Finance receivables, net............ 13,508 11,390 $11,521 $ 8,452 $ 7,474 $ 7,227 $ 7,834
Total assets........................ 23,707 22,370 $23,225 $19,830 $19,309 $16,225 $14,791
Notes and loans payable............. 17,565 16,932 $17,597 $14,745 $15,014 $12,696 $11,833
Capital stock (1)................... 915 915 $ 915 $ 915 $ 915 $ 865 $ 865
Retained earnings (2)............... 1,405 1,258 $ 1,303 $ 1,159 $ 997 $ 844 $ 662
RATIO OF EARNINGS TO FIXED CHARGES
(3)................................. 1.25x 1.24x 1.25x 1.31x 1.32x 1.42x 1.60x
</TABLE>
- --------------------------
(1) $10,000 par value per share.
(2) TMCC has not paid any dividends to date.
(3) The ratio of earnings to fixed charges was computed by dividing (i) the sum
of income before income taxes and fixed charges by (ii) fixed charges. Fixed
charges consist primarily of interest expense net of the effect of
noninterest-bearing advances. The ratio of earnings to fixed charges for
TMCC's parent, Toyota Motor Sales, U.S.A., Inc., and subsidiaries was 1.99,
1.92, 1.49, 1.74 and 1.90 for the years ended September 30, 1998, 1997,
1996, 1995 and 1994, respectively. As of June 30, 1999, TMCC has guaranteed
payments of principal and interest on $128 million principal amount of bonds
issued in connection with the manufacturing facilities of certain of its
affiliates. After this date, TMCC guaranteed an additional $27.5 million
principal amount of these bonds. In addition, as of July 31, 1999, TMCC has
guaranteed $30 million principal amount of debt of a corporation partially
owned by TMCC. TMCC has not incurred any fixed charges in connection with
these guarantees and no amount is included in any ratio of earnings to fixed
charges.
S-5
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of TMCC at
June 30, 1999:
<TABLE>
<CAPTION>
BALANCE AT
JUNE 30, 1999 BALANCE AS ADJUSTED(3)
-------------- ----------------------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:(1)
Notes and loans payable within one year, net(2)......... $ 5,666 $ 4,429
Notes and loans payable after one year, net............. 12,915 15,549
------- -------
Total debt.................................................. 18,581 19,978
------- -------
Shareholder's Equity:
Capital stock, $10,000 par value (100,000 shares
authorized: 91,500 issued and outstanding at June 30,
1999 and as adjusted)(4).............................. 915 915
Retained earnings....................................... 1,405 1,405
------- -------
Accumulated other comprehensive income.................. 22 22
------- -------
Total shareholder's equity.................................. 2,342 2,342
------- -------
Total Capitalization........................................ $20,923 $22,320
======= =======
</TABLE>
- ------------------------
(1) Amounts are quoted in U.S. dollars and include the effect of separate cross
currency interest rate swap agreements effectively converting foreign
currency notes into fixed U.S. dollar obligations at the respective cross
currency interest rate swap agreement contract rates. See Note 4 of TMCC's
June 30, 1999 Quarterly Report on Form 10-Q incorporated by reference into
this prospectus supplement.
(2) Includes debt maturing within one year of June 30, 1999 and commercial
paper.
(3) As adjusted to give effect to (i) the issuance of medium-term notes and
bonds totaling U.S. $2,149,407,000 during the period July 1, 1999 through
October 31, 1999, (ii) the maturity of medium-term notes and bonds totaling
U.S. $2,115,312,000 during the period July 1, 1999 through October 31, 1999,
(iii) the issuance of floating rate demand notes totaling U.S. $705,542,000
during the period July 1, 1999 through October 31, 1999, (iv) the maturity
of floating rate demand notes totaling U.S. $829,768,000 during the period
July 1, 1999 through October 31, 1999, (v) the net increase of commercial
paper totaling U.S. $609,385,000 during the period July 1, 1999 through
October 31, 1999, (vi) the net increase of extendible commercial notes
totaling U.S. $82,264,000 during the period July 1, 1999 through
October 31, 1999, (vii) the issuance of medium-term notes on November 9,
1999 totaling U.S. $320,400,000 and (viii) the notes offered hereby.
(4) Common shares. TMCC is authorized to issue only class of shares of stock.
There has been no material change in the consolidated capitalization of TMCC
since June 30, 1999, except as described in footnote 3 above.
S-6
<PAGE>
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS
CURRENCY CONVERSIONS/PAYMENTS ON THE NOTES
Initial investors will be required to pay for the notes in Japanese Yen.
Merrill Lynch International, as representative of the underwriters (the
"Representative"), is prepared to arrange for the conversion of U.S. dollars
into Yen to facilitate payment for the notes by U.S. purchasers. Each conversion
will be made by the Representative on the terms and subject to the conditions,
limitations and charges as the Representative may from time to time establish in
accordance with its regular foreign exchange practices, and subject to United
States laws and regulations. All costs of conversion will be borne by investors
of the notes.
Principal and interest payments in respect of the notes are payable by TMCC
in Yen, but holders of beneficial interests in Global Notes (as defined below
under "Description of the Notes") held through The Depository Trust Company
(also known as DTC), other than Euroclear and Cedelbank, will receive payments
in U.S. dollars unless they elect to receive payments in Yen. If a holder
through DTC has not made such an election, payments to the holder will be
converted to U.S. dollars by the Trustee (as defined below under "Description of
the Notes"). All costs of conversion will be borne by the holder by deduction
from the payments. The U.S. dollar amount of any payment in respect of principal
or interest received by a holder not electing payment in Yen will be the amount
of Yen otherwise payable exchanged into U.S. dollars at the Y/U.S.$ rate of
exchange prevailing as at 11:00 a.m. (New York City time) on the day which is
two Business Days (as defined below) prior to the relevant payment date, less
any costs incurred by the Trustee for such conversion (to be shared pro rata
among the holders of beneficial interests in the Global Notes accepting U.S.
dollar payments in the proportion of their respective holdings), all in
accordance with the Indenture (as defined below under "Description of the
Notes").
If an exchange rate bid quotation is not available, the Trustee will obtain
a bid quotation from a leading foreign exchange bank in The City of New York
selected by the Trustee for that purpose after consultation with TMCC. If no bid
quotation from a leading foreign exchange bank is available, payment will be in
Yen to the account or accounts specified by DTC to the Trustee. Until the
account or accounts are so specified, the funds held by the Trustee will bear
interest at the rate of interest quoted by the Trustee for deposits with it on
an overnight basis to the extent that the Trustee is reasonably able to reinvest
such funds.
The holder of a beneficial interest in the Global Notes held through a
participant of DTC (other than Euroclear or Cedelbank) may elect to receive
payment or payments under a Global Note in Yen by notifying the DTC Participant
(as defined below under "Description of the Notes") through which its notes are
held on or prior to the applicable Record Date (as defined below) of (1) the
investor's election to receive all or a portion of the payment in Yen, and
(2) wire transfer instructions to a Japanese Yen account located in Japan. DTC
must be notified of an election and wire transfer instructions (1) on or prior
to the third New York Business Day (as defined below) after the Record Date for
any payment of interest, and (2) on or prior to the tenth New York Business Day
after the Record Date for any payment of principal. DTC will notify the Trustee
of an election and wire transfer instructions (1) on or prior to 5:00 p.m. New
York City time on the fifth New York Business Day after the Record Date for any
payment of interest, and (2) on or prior to 5:00 p.m. New York City time on the
twelfth New York Business Day after the Record Date for any payment of
principal. If complete instructions are forwarded to DTC through DTC
Participants and by DTC to the Trustee on or prior to such dates, such investor
will receive payment in Yen outside DTC; otherwise, only U.S. dollar payments
will be made by the Trustee to DTC. All costs of conversion will be borne by
holders of beneficial interests in the Global Notes receiving U.S. dollars by
deduction from those payments.
The term "Business Day" means any day on which commercial banks and foreign
exchange markets settle payments in The City of New York, Tokyo and London.
S-7
<PAGE>
The term "New York Business Day" means any day other than a Saturday or
Sunday or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.
The term "Record Date" means each June 5 and December 5.
Investors will be subject to foreign exchange risks as to payments of
principal and interest that may have important economic and tax consequences to
them. See "--Foreign Exchange Risks" below.
As of November 9, 1999, the Y/U.S.$ rate of exchange was Y104.86/U.S.$ 1.
FOREIGN EXCHANGE RISKS
An investment in the notes, which are denominated in, and all payments in
respect of which are to be made in, a currency other than the currency of the
country in which the purchaser is resident or the currency in which the
purchaser conducts its business or activities (the "home currency"), entails
significant risks not associated with a similar investment in a security
denominated in the home currency. These include the possibility of:
- significant changes in rates of exchange between the home currency and the
Yen, and
- the imposition or modification of foreign exchange controls with respect
to the Yen.
We have no control over a number of factors affecting this type of note,
including economic, financial and political events that are important in
determining the existence, magnitude and longevity of these risks and their
results. In recent years, rates of exchange for certain currencies, including
the Yen, have been highly volatile and this volatility may be expected to
continue in the future. Fluctuations in any particular exchange rate that have
occurred in the past are not necessarily indicative of fluctuations in the rate
that may occur during the term of the notes. Depreciation of the Yen against the
home currency could result in a decrease in the effective yield of the notes
below the coupon rate, and in certain circumstances, could result in a loss to
you on a home currency basis.
This description of foreign currency risks does not describe all the risks
of an investment in securities denominated in a currency other than the home
currency. You should consult your own financial and legal advisors as to the
risks involved in an investment in the notes.
S-8
<PAGE>
DESCRIPTION OF THE NOTES
The notes will be issued as a separate series of debt securities under an
indenture, dated as of August 1, 1991, as amended by the first supplemental
indenture, dated as of October 1, 1991 (the "Indenture"), among TMCC, The Chase
Manhattan Bank and Bankers Trust Company. The Chase Manhattan Bank will act as
trustee for the notes (the "Trustee"). The following summary of certain
provisions of the notes and of the Indenture does not contain all of the
information which may be important to you. You should read all of the provisions
of the Indenture carefully, including the definition of certain terms before you
decide to invest in the notes.
A copy of the Indenture has been filed as an exhibit to the registration
statement of which this prospectus supplement and the accompanying prospectus
are a part. The noteholders are bound by, and are deemed to have notice of, the
provisions of the Indenture and the Officer's Certificate setting forth
particular terms and conditions of the notes (the "Officer's Certificate").
Copies of the Indenture and the Officer's Certificate will be available for
inspection during usual business hours at the principal office of the Trustee.
Capitalized terms used but not defined herein have the meanings given to them in
the Indenture or the notes, as the case may be.
GENERAL
The notes will be a separate series of debt securities issued under the
Indenture and will be limited to Y50,000,000,000 aggregate principal amount and
will mature on December 20, 2004. The notes will bear interest from November 22,
1999 at the rate shown on the front cover of this prospectus supplement, payable
in equal semiannual installments on June 20 and December 20 in each year,
beginning on June 20, 2000, to Holders of record on the preceding June 5 and
December 5, respectively. The first payment of interest will be in respect of
the period from and including November 22, 1999 to but excluding June 20, 2000
and will be made on June 20, 2000. The amount of the first interest payment is
Y5,781 per Y1,000,000 of principal amount of notes.
Whenever it is necessary to compute any amount of accrued interest in
respect of the notes for a period of less than one full year, other than with
respect to regular semiannual interest payments, interest will be calculated on
the basis of the actual number of days in the period and a year of 365 days.
If a date for payment of principal or interest on the notes falls on a day
that is not a Business Day, the related payment of principal, premium, if any,
or interest will be made on the next succeeding Business Day as if made on the
date the payment was due. No interest will accrue on any amounts payable for the
period from and after the date for payment of principal or interest on the
notes. For these purposes, "Business Day" means any day which is a day on which
commercial banks and foreign exchange markets settle payments and are open for
general business (including dealings in foreign exchange and foreign currency
deposits) in: (a) the relevant place of payment; and (b) The City of New York,
Tokyo and London.
The notes will be unsecured general obligations of TMCC and will rank
equally with all other unsecured and unsubordinated indebtedness of TMCC from
time to time outstanding.
Except as described below, the notes will not be subject to redemption
before maturity, by a sinking fund or otherwise. We may not redeem the notes
prior to maturity unless particular events occur involving U.S. taxation. See
"--Redemption for Tax Reasons."
The notes will be issued in denominations of Y1,000,000 and integral
multiples of Y1,000,000.
S-9
<PAGE>
BOOK-ENTRY, DELIVERY AND FORM
The information set out below in connection with DTC is subject to any
change in or reinterpretation of the rules, regulations and procedures of DTC
currently in effect. The information in this section concerning DTC has been
obtained from sources that we believe to be reliable, but neither we nor any
underwriter takes any responsibility for the accuracy of the information.
Investors wishing to use the facilities of DTC are advised to confirm the
applicability of the rules, regulations and procedures of DTC. Neither TMCC nor
any other party to the Indenture will have any responsibility or liability for
any aspect of the records relating to, or payments made on account of interests
in the notes held through the facilities of DTC or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Each of the notes will initially be represented by beneficial interests in
one or more fully registered permanent global notes (the "Global Notes") without
interest coupons attached, which will be deposited on or about November 22, 1999
and registered in the name of Cede & Co., as nominee for DTC. The notes
represented by the Global Notes will equal the aggregate principal amount of the
notes outstanding at any time. Beneficial interests in Global Notes will be
shown on, and transfers of Global Notes will be effected only through, records
maintained by DTC and participants in DTC ("DTC Participants"). Except as
described herein, certificates will not be issued in exchange for beneficial
interests in Global Notes.
Holders of beneficial interests in the Global Notes will receive all
payments in Yen, except for holders through DTC (excluding Euroclear and
Cedelbank) who will receive payments in U.S. dollars unless the holder
affirmatively elects to receive payments in Yen. See "Currency Conversions and
Foreign Exchange Risks" above.
Owners of beneficial interests in Global Notes ("beneficial owners") will
not be entitled to have notes registered in their names, and will not receive or
be entitled to receive physical delivery of notes in definitive form
("Definitive Notes") representing individual notes. Except as provided below,
beneficial owners will not be considered the owners or Holders of the notes
under the Indenture, including for purposes of receiving any reports delivered
by TMCC or the Trustee pursuant to the Indenture. Accordingly, each beneficial
owner must rely on the procedures of DTC and, if such person is not a
participant of DTC, on the procedures of the DTC Participant through which such
person owns its interest, to exercise any rights of a Holder under the
Indenture. TMCC understands that under existing industry practices, if TMCC
requests any action of Holders or that beneficial owner desires to give or take
any action which a Holder is entitled to give or take under the Indenture, DTC
would authorize DTC Participants holding the relevant beneficial interests to
give or take action and DTC Participants would authorize beneficial owners
owning through DTC Participants to give or take such action or would otherwise
act upon the instructions of beneficial owners. Conveyance of notices and other
communications by DTC to DTC Participants, by DTC Participants to Indirect DTC
Participants, (as defined below), and by DTC Participants and Indirect DTC
Participants to beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in certificated form. These
limits and laws may impair the ability to transfer beneficial interests in
Global Notes.
Individual certificates in respect of notes will not be issued in exchange
for the Global Notes, except in very limited circumstances. If DTC notifies us
that it is unwilling or unable to continue as a clearing system in connection
with the notes or DTC ceases to be a clearing agency registered under the
Exchange Act, and in each case we do not appoint a successor clearing system
within 90 days after receiving notice from DTC or on becoming aware that DTC is
no longer so registered, we will issue or cause to be issued individual
certificates in registered form on registration of, transfer of or in exchange
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for book-entry interests in the notes represented by the Global Notes upon
delivery of the Global Notes for cancellation.
Subject to applicable law and the terms of the Indenture, TMCC, and any
paying agent will treat the persons in whose names the Global Notes are
registered, initially Cede & Co. (the "registered holder"), as owners of the
notes for the purpose of receiving payments of principal and interest on the
notes and for all other purposes whatsoever. Therefore, neither TMCC nor any
paying agent has any direct responsibility or liability for the payment of
principal of or interest on the notes to owners of beneficial interests in the
Global Notes. All payments made by TMCC to the registered holders of Global
Notes shall discharge the liability of TMCC under the notes to the extent of the
sums paid.
CLEARING SYSTEMS
The following is based on information furnished by DTC:
DTC is a limited-purpose trust company organized under the laws of the state
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities for DTC Participants and to facilitate
the clearance and settlement of transactions between DTC Participants through
computerized book-entry changes in DTC Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. DTC
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and may in the future include certain other organizations.
DTC is owned by a number of DTC Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to DTC's system is also available to others such
as securities brokers and dealers, banks and trust companies that clear through
or maintain a custodial relationship with a DTC Participant, either directly or
indirectly ("Indirect DTC Participants"). The rules applicable to DTC and DTC
Participants are on file with the SEC.
Purchases of notes under DTC's system must be made by or through DTC
Participants, which will receive credit for the notes on DTC's records. The
ownership interest of each beneficial owner is in turn to be recorded on the
records of DTC Participants and Indirect DTC Participants. Beneficial owners
will not receive written confirmation from DTC of their purchase, but beneficial
owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from DTC
Participants or Indirect DTC Participants through which the beneficial owners
entered into the transaction. Transfers of ownership interests in the notes are
to be accomplished by entries made on the books of DTC Participants acting on
behalf of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the notes, except as provided above.
To facilitate subsequent transfers, all notes deposited with DTC are
registered in the name of Cede & Co. The deposit of notes with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
DTC has no knowledge of the actual beneficial owners of the notes; DTC's records
reflect only the identity of the DTC Participants to whose accounts the notes
are credited, which may or may not be the beneficial owners. DTC Participants
will remain responsible for keeping account of their holdings on behalf of their
customers and for forwarding all notices concerning the notes to their
customers.
Neither DTC nor Cede & Co. will consent or vote with respect to the notes.
Under its usual procedures, DTC mails an omnibus proxy to TMCC as soon as
possible after the applicable record date. The omnibus proxy assigns Cede &
Co.'s consenting or voting rights to those DTC Participants to whose accounts
the notes are credited on the record date (identified in a listing attached to
the omnibus proxy).
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So long as DTC, or its nominee, is a registered owner of the Global Notes,
principal and interest payments on the notes will be made in immediately
available funds to DTC. DTC's practice is to credit DTC Participants' accounts
on the applicable payment date in accordance with their respective holdings
shown on the depository's records, unless DTC has reason to believe that it will
not receive payment on that date. Payments by DTC Participants to beneficial
owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of the DTC
Participants and not of DTC, the Trustee or TMCC, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to DTC is the responsibility of TMCC or the Trustee.
Disbursement of payments to DTC Participants will be DTC's responsibility, and
disbursement of payments to the beneficial owners will be the responsibility of
DTC Participants and Indirect DTC Participants.
DTC may discontinue providing its services as securities depository with
respect to the notes at any time by giving reasonable notice to TMCC or the
Trustee. Under those circumstances, if a successor securities depository is not
obtained, notes in certificated form are required to be printed and delivered.
DTC's management is aware that some computer applications, systems, and the
like for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed Participants and other members of the financial
community that it has developed and is implementing a program so that its
Systems, as the same relate to the timely payment of distributions (including
principal and income payments) to securityholders, book-entry deliveries, and
settlement of trades within DTC ("DTC Services"), continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to properly perform its services is also dependent upon
other parties, including but not limited to issuers and their agents, as well as
third party vendors from whom DTC licenses software and hardware, and third
party vendors on whom DTC relies for information or the provision of services,
including telecommunication and electrical utility service providers, among
others.
According to DTC, the foregoing information with respect to DTC has been
provided to the industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
CEDELBANK. Cedelbank is incorporated under the laws of Luxembourg as a
professional depository. Cedelbank holds securities for Cedelbank participants
("Cedelbank Participants") and facilitates the clearance and settlement of
securities transactions between Cedelbank Participants through electronic
book-entry changes in accounts of Cedelbank Participants, thereby eliminating
the need for physical movement of certificates. Cedelbank provides to Cedelbank
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Cedelbank interfaces with domestic markets in several
countries. As a professional depository, Cedelbank is subject to regulation by
the Luxembourg Monetary Institute. Cedelbank Participants are recognized
financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations and may include these underwriters. Indirect access to
Cedelbank is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Cedelbank Participant either directly or indirectly.
Distributions with respect to notes held beneficially through Cedelbank will
be credited to cash accounts of Cedelbank Participants in accordance with its
rules and procedures, to the extent received by Cedelbank.
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EUROCLEAR. Euroclear was created in 1968 to hold securities for Euroclear
participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear includes various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty Trust
Company of New York (the "Euroclear Operator"), under contract with Euroclear
Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
Euroclear on behalf of Euroclear Participants. Euroclear Participants include
banks (including central banks), securities brokers and dealers and other
professional financial intermediaries and may include the underwriters. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear Participant, either directly
or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Euroclear Terms and Conditions"). The Euroclear Terms and
Conditions govern transfers of securities and cash within Euroclear, withdrawals
of securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Euroclear Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions with respect to notes held beneficially through Euroclear will
be credited to the cash accounts of Euroclear Participants in accordance with
the Euroclear Terms and Conditions, to the extent received by the Euroclear
Operator and by Euroclear.
Although DTC, Cedelbank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of notes among participants of DTC,
Cedelbank and Euroclear, they are not under any obligation to perform or
continue to perform the procedures and the procedures may be discontinued at any
time.
So long as DTC or its nominee is the registered holder of the Global Notes,
DTC, will be considered the sole owner or holder of the notes represented by the
Global Notes for all purposes under the notes. Payments of principal, interest
and additional amounts, if any, in respect of the Global Notes will be made to
DTC, as the registered holder of the notes. None of TMCC, any agent or any
underwriter or any affiliate of any of the above or any person by whom any of
the above is "controlled" (as that term is defined in the Securities Act) will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Global
Notes or for maintaining, supervising or reviewing any records relating to any
beneficial ownership interests.
Holders of book-entry interests in the notes through DTC will receive, to
the extent received by DTC from the Trustee, all distributions of principal and
interest with respect to book-entry interests in the notes from the Trustee
through DTC. Distributions in the United States will be subject to relevant U.S.
tax laws and regulations. Interest on the notes (other than interest on
redemption) will be paid to the Holder shown on the register on the Record Date.
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The laws of some states of the United States require that certain persons
take physical delivery of securities in definitive form. Consequently, the
ability to transfer interests in the Global Notes to such persons will be
limited. Because DTC can only act on behalf of DTC Participants, who in turn act
on behalf of Indirect DTC Participants, the ability of a person having an
interest in DTC to pledge such interest to persons or entities which do not
participate in the relevant clearing system, or otherwise take actions in
respect of such interest, may be affected by the lack of a physical certificate
in respect of that interest.
The holdings of book-entry interests in the notes through DTC will be
reflected in the book-entry accounts of each such institution. Interests in the
Global Notes will be in uncertificated book-entry form.
TMCC may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, notes in
certificated form will be printed and delivered.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the registered
holders of the notes, create and issue further notes ranking equally with the
notes in all respects, or in all respects except for (1) the payment of interest
accruing prior to the issue date of any further notes or (2) the first payment
of interest following the issue date of any further notes. Further notes may be
consolidated and form a single series with the notes and have the same terms as
to status, redemption or otherwise as the notes.
PAYMENT OF ADDITIONAL AMOUNTS
We will pay to the Holder of any note who is a non-United States person (as
defined below) additional amounts ("Additional Amounts") necessary in order that
every net payment in respect of the principal, premium, if any, or interest, if
any, on the note, after deduction or withholding by TMCC or any paying agent for
or on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority, will not be less than the amount
provided for in the note to be then due and payable before any deduction or
withholding for or on account of any such tax, assessment or governmental
charge. The foregoing obligation to pay Additional Amounts will not apply to:
(a) any tax, assessment or other governmental charge which would not have been
so imposed but for:
- the existence of any present or former connection between the Holder (or a
fiduciary, settlor, beneficiary, member or shareholder of, or Holder of a
power over, the Holder, if the Holder is an estate, trust, partnership or
corporation) and the United States, including, without limitation, the
Holder (or the fiduciary, settlor, beneficiary, member, shareholder of, or
holder of a power) being or having been a citizen or resident or treated
as a resident or being or having been engaged in a trade or business
therein or being or having been present therein or having or having had a
permanent establishment therein, or
- the Holder's present or former status as a personal holding company or
foreign personal holding company or controlled foreign corporation for
United States federal income tax purposes or corporation which accumulates
earnings to avoid United States federal income tax;
(b) any tax, assessment or other governmental charge which would not have been
so imposed but for the presentation by the Holder of the note for payment
on a date more than 10 days after the date on which the payment became due
and payable or the date on which payment is duly provided for, whichever
occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal property or excise
tax or any similar tax, assessment or governmental charge;
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(d) any tax, assessment or other governmental charge which is payable otherwise
than by withholding from payments in respect of principal of, premium, if
any, or interest, if any, on any note;
(e) any tax, assessment or other governmental charge imposed on interest
received by a Holder or beneficial owner of a note who actually or
constructively owns 10% or more of the total combined voting power of all
classes of stock of TMCC entitled to vote within the meaning of Section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended;
(f) any tax, assessment or other governmental charge imposed as a result of the
failure to comply with:
- certification, information, documentation, reporting or other similar
requirements concerning the nationality, residence, identity or connection
with the United States of the Holder or beneficial owner of the note, if
such compliance is required by statute, or by regulation of the United
States Treasury Department, as a precondition to relief or exemption from
such tax, assessment or other governmental charge (including backup
withholding), or
- any other certification, information, documentation, reporting or other
similar requirements under United States income tax laws or regulations
that would establish entitlement to otherwise applicable relief or
exemption from such tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge required to be withheld by
any paying agent from any payment of the principal of, premium, if any, or
interest, if any, on any note, if such payment can be made without such
withholding by at least one other paying agent; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor will Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of the note to the extent a
settlor or beneficiary with respect to the fiduciary or a member of such
partnership or a beneficial owner of the note would not have been entitled to
payment of Additional Amounts had the beneficiary, settlor, member or beneficial
owner been the Holder of the note.
The notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading below "--Redemption for Tax Reasons", TMCC will
not be required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein.
As used under this heading "Payment of Additional Amounts" and under the
headings "--Redemption for Tax Reasons" and "United States Federal Taxation--Tax
Consequences to Non-United States Persons", the term "United States" means the
United States of America (including the States and the District of Columbia) and
its territories, its possessions and other areas subject to its jurisdiction.
"United States person" has the meaning set forth in "United States Federal
Taxation--Tax Consequences to United States Persons" and "non-United States
person" has the meaning set forth in "United States Federal Income Taxation--Tax
Consequences to Non-United States Persons" below.
REDEMPTION FOR TAX REASONS
If as a result of any change in or amendment to the laws (including any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision thereof or therein affecting taxation, any change in the
official application or interpretation of such laws, including any official
proposal for such a change, amendment or change in the application or
interpretation of such laws, which change, amendment, application or
interpretation is announced or becomes effective after the date of this
prospectus supplement or which proposal is made after that date, as a result of
any action taken by any taxing authority of the United States which action is
taken or becomes generally known
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after such date, or any commencement of a proceeding in a court of competent
jurisdiction in the United States after that date, whether or not such action
was taken or such proceeding was brought with respect to TMCC, there is, in that
case, in the written opinion of independent legal counsel of recognized standing
to TMCC, a material increase in the probability that TMCC has or may become
obligated to pay Additional Amounts (as described above under "Payment of
Additional Amounts"), and TMCC in its business judgment, determines that the
obligation cannot be avoided by the use of reasonable measures available to it,
not including assignment of the notes, the notes may be redeemed, as a whole but
not in part, at TMCC's option at any time thereafter, upon notice to the Trustee
and the Holders of the notes in accordance with the provisions of the Indenture
at a redemption price equal to 100% of the principal amount of the notes to be
redeemed together with accrued interest to the date fixed for redemption.
NOTICES
Notices to Holders of the notes will be published in authorized daily
newspapers in The City of New York, in London, and, so long as the notes are
listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that
publication will be made in The City of New York in THE WALL STREET JOURNAL, in
London in the FINANCIAL TIMES, and in Luxembourg in the LUXEMBURGER WORT. Any
notice given pursuant to these provisions will be deemed to have been given on
the date of publication or, if published more than once, on the date first
published.
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UNITED STATES FEDERAL TAXATION
The following summary describes the material United States federal income
and certain estate tax consequences of ownership and disposition of the notes.
This summary provides general information only and is directed solely to
original holders purchasing notes at the "issue price", that is, the first price
to the public at which a substantial amount of the notes in an issue is sold
(excluding sales to bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters, placement agents or wholesalers). This
summary is based on the Internal Revenue Code of 1986, as amended to the date of
this prospectus supplement (the "Code"), existing administrative pronouncements
and judicial decisions, existing and proposed Treasury Regulations currently in
effect, and interpretations of the foregoing, changes to any of which subsequent
to the date of this prospectus supplement may affect the tax consequences
described herein, possibly with retroactive effect. This summary discusses only
notes held as capital assets within the meaning of Section 1221 of the Code.
This summary does not discuss all of the tax consequences that may be relevant
to a holder in light of his particular circumstances or to holders subject to
special rules, such as certain financial institutions, insurance companies,
dealers in securities, persons holding notes in connection with a hedging
transaction, "straddle," conversion transaction or other integrated transaction
or persons who have ceased to be United States citizens or to be taxed as
resident aliens. Persons considering the purchase of notes should consult their
tax advisors with regard to the application of the United States federal income
and estate tax laws to their particular situations as well as any tax
consequences arising under the laws of any state, local or foreign taxing
jurisdiction.
TAX CONSEQUENCES TO UNITED STATES PERSONS
For purposes of the following discussion, "United States person" means a
beneficial owner of a note that is for United States federal income tax
purposes:
- a citizen or resident of the United States,
- a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision
thereof,
- an estate the income of which is subject to United States federal income
taxation regardless of its source, or
- a trust if (1) a court within the United States is able to exercise
primary supervision over the administration of the trust and (2) one or
more United States persons have the authority to control all substantial
decisions of that trust.
PAYMENTS OF INTEREST
Interest on a note will generally be taxable to a United States person as
ordinary interest income at the time it is accrued or is received in accordance
with the United States person's method of accounting for tax purposes. A United
States person who uses the cash method of accounting for tax purposes and
receives a payment of interest in Yen will be required to include in income the
United States dollar value of the Yen determined on the date the payment is
received. No foreign exchange gain or loss will be realized with respect to the
receipt of the interest payment, but foreign currency gain or loss may be
realized upon the later disposition of any Yen received. A United States person
on the accrual method of accounting will be required to include in income the
United States dollar value of the amount of interest that has accrued and is
otherwise required to be taken into account with respect to a note during an
accrual period. The United States dollar value of any accrued income will be
determined by translating the interest income at the average exchange rate for
the partial period within the taxable year. Alternatively, a taxpayer who has
made an election relating to all debt instruments held by it, may translate the
accrued interest into United States dollars at the spot rate in
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effect on the last day of that accrual period. A United States person on the
accrual method of accounting may also recognize foreign currency gain or loss
upon receipt of a payment of accrued interest. The exchange gain or loss will be
measured by the difference between (1) the United States dollar equivalent of
the interest received translated at the spot rate in effect on the date of
payment, and (2) the United States dollar equivalent of the accrued interest
income translated at the exchange rates used to include that accrued interest in
income.
SALE, EXCHANGE OR RETIREMENT OF THE NOTES
Upon the sale, exchange or retirement of a note, a United States person will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the United States person's
adjusted tax basis in the note. For these purposes, the amount realized does not
include any amount attributable to interest on the note that has not previously
been included in income, which will be includable as interest as described under
"--Payments of Interest" above. A United States person's adjusted tax basis in a
note will generally equal the United States dollar value of the Yen paid for the
note.
In general, gain or loss realized on the sale, exchange or redemption of a
note will be capital gain or loss, except to the extent the gain or loss is
attributable to fluctuations in the exchange rate between the Yen and the United
States dollar, which is treated as ordinary income or loss. Such exchange gain
or loss will equal the difference between the United States dollar value of the
amounts received in payment of the note or upon its transfer, and the United
States dollar value of the principal amount of the note, determined on the date
the United States person acquired the note. Prospective investors should consult
their tax advisors regarding the treatment of capital gains (which may be taxed
at lower rates than ordinary income for taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a note, and to payments
of proceeds of the sale or redemption of a note, to certain non-corporate United
States persons. TMCC, its agent, a broker, or any paying agent, as the case may
be, will be required to withhold from any payment a tax equal to 31 percent of
such payment if the United States person fails to furnish or certify his correct
taxpayer identification number to the payor in the manner required, fails to
certify that such United States person is not subject to backup withholding, or
otherwise fails to comply with the applicable requirements of the backup
withholding rules. Any amounts withheld under the backup withholding rules from
a payment to a United States person may be credited against that United States
person's United States federal income tax and may entitle that United States
person to a refund, provided that the required information is furnished to the
United States Internal Revenue Service.
TAX CONSEQUENCES TO NON-UNITED STATES PERSONS
As used herein, the term "non-United States person" means an owner of a note
that is, for United States federal income tax purposes:
- a nonresident alien individual,
- a foreign corporation,
- a nonresident alien fiduciary of a foreign estate or trust, or
- a foreign partnership one or more of the members of which is, for United
States federal income tax purposes, a nonresident alien individual, a
foreign corporation or a nonresident alien fiduciary of a foreign estate
or trust.
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INCOME AND WITHHOLDING TAX
Subject to the discussion of backup withholding below:
(a) payments of principal and interest on a note that is beneficially
owned by a non-United States person will not be subject to United States
federal withholding tax provided that:
- (i) the beneficial owner does not actually or constructively
own 10% or more of the total combined voting power of all
classes of stock of TMCC entitled to vote, (ii) the beneficial
owner is not a controlled foreign corporation that is related,
directly or indirectly, to TMCC through stock ownership, and
(iii) either (A) the beneficial owner of the note certifies
(generally on an IRS Form W-8) to the person otherwise required
to withhold United States federal income tax from such
interest, under penalties of perjury, that it is not a United
States person and provides its name and address or (B) a
securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution") and
holds the note certifies to the person otherwise required to
withhold United States federal income tax from any interest,
under penalties of perjury, that a statement has been received
from the beneficial owner by it or by a financial institution
between it and the beneficial owner and furnishes the payor
with a copy of the statement;
- the beneficial owner is entitled to the benefits of an income
tax treaty under which the interest is exempt from United
States federal withholding tax and the beneficial owner of the
note or the owner's agent provides an IRS Form 1001 claiming
the exemption; or
- the beneficial owner conducts a trade or business in the United
States to which the interest is effectively connected and the
beneficial owner of the note or the owner's agent provides an
IRS Form 4224;
provided that in each such case, the relevant certification or IRS Form is
delivered pursuant to applicable procedures and is properly transmitted to the
person otherwise required to withhold United States federal income tax, and none
of the persons receiving the relevant certification or IRS Form has actual
knowledge that the certification or any statement on the IRS Form is false.
After December 31, 2000, a new IRS Form W-8 will replace current IRS Forms W-8,
1001 and 4224. The new forms have been finalized and may now be used;
(b) a non-United States person will not be subject to United States
federal withholding tax on any gain realized on the sale, exchange or other
disposition of a note unless the gain is effectively connected with the
beneficial owner's trade or business in the United States or, in the case of
an individual, the holder is present in the United States for 183 days or
more in the taxable year in which the sale, exchange or other disposition
occurs and certain other conditions are met; and
(c) a note owned by an individual who at the time of death is not, for
United States estate tax purposes, a citizen or resident of the United
States generally will not be subject to United States federal estate tax as
a result of such individual's death if the individual does not actually or
constructively own 10% or more of the total combined voting power of all
classes of TMCC's stock entitled to vote and, at the time of such
individual's death the income on the note would not have been effectively
connected with a United States trade or business of the individual.
With respect to the certification requirement referred to in subparagraph
(a) above, for notes held by a foreign partnership, under current law, the Form
W-8 may be provided by the foreign partnership. However, for interest and
disposition proceeds paid with respect to a note after December 31, 2000,
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unless the foreign partnership has entered into a withholding agreement with the
IRS, a foreign partnership will be required, in addition to providing an
intermediary Form W-8, to attach an appropriate certification by each partner.
Prospective investors, including foreign partnerships and their partners, should
consult their tax advisors regarding possible additional reporting requirements.
If a non-United States person holding a note is engaged in a trade or
business in the United States, and if interest on the note (or gain realized on
its sale, exchange or other disposition) is effectively connected with the
conduct of such trade or business, the holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be subject
to regular United States income tax on such effectively connected income in the
same manner as if it were a United States person. Such a holder may also need to
provide a United States taxpayer identification number on the forms referred to
in subparagraph (a) above in order to meet the requirements set forth above. In
addition, if a holder is a foreign corporation, it may be subject to a 30%
branch profits tax (unless reduced or eliminated by an applicable treaty) of its
effectively connected earnings and profits for the taxable year, subject to
certain adjustments. For purposes of the branch profits tax, interest on, and
any gain recognized on the sale, exchange or other disposition of, a note will
be included in the effectively connected earnings and profits of such holder if
such interest or gain, as the case may be, is effectively connected with the
conduct by such holder of a trade or business in the United States.
Each holder of a note should be aware that if it does not properly provide
the required IRS form, or if the IRS form or, if permissible, a copy of such
form, is not properly transmitted to and received by the United States person
otherwise required to withhold United States federal income tax, interest on the
note may be subject to United States withholding tax at a 30% rate and the
holder, including the beneficial owner, will not be entitled to any Additional
Amounts from TMCC described under the heading "Description of Notes--Payment of
Additional Amounts" with respect to that tax. Such tax, however, may in certain
circumstances be allowed as a refund or as a credit against such holder's United
States federal income tax. The foregoing does not deal with all aspects of
federal income tax withholding that may be relevant to foreign holders of the
notes. Investors are advised to consult their own tax advisors for specific
advice concerning the ownership and disposition of notes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Under current Treasury Regulations, backup withholding (imposed at the rate
of 31%) will not apply to payments made by TMCC or a paying agent to a
non-United States person in respect of a note if the certifications required by
Sections 871(h) and 881(c) of the Code, which are described above, are received,
provided in each case that TMCC or the paying agent, as the case may be, does
not have actual knowledge that the payee is a United States person.
Under current Treasury Regulations, payments of the proceeds from the sale,
exchange or other disposition of a note made to or through a foreign office of a
broker (including a custodian, nominee or other agent acting on behalf of the
beneficial owner of a note) generally will not be subject to information
reporting or backup withholding. However, if the broker is a United States
person, a controlled foreign corporation for United States federal tax purposes,
a foreign person 50% or more of whose gross income is effectively connected with
a United States trade or business for a specified three-year period, or in the
case of payments made after December 31, 2000, a foreign partnership with
certain connections with the United States, then information reporting will be
required unless the broker has in its records documentary evidence that the
beneficial owner is not a United States person and certain other conditions are
met or the beneficial owner otherwise establishes an exemption. Backup
withholding may apply to any payment that the broker is required to report if
the broker has actual knowledge that the payee is a United States person.
Payments to or through the United States office of a broker are subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies, under penalties of perjury that it is a non-United States
person and that it
S-20
<PAGE>
satisfies certain other conditions or otherwise establishes an exemption from
information reporting and backup withholding.
Non-United States persons holding notes should consult their tax advisors
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Backup withholding is
not a separate tax, but is allowed as a refund or credit against the holder's
United States federal income tax, provided the necessary information is
furnished to the Internal Revenue Service.
Interest on a note that is beneficially owned by a non-United States person
will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.
The United States federal income tax discussion set forth above is included
for general information only and may not be applicable depending upon a holder's
particular situation. Holders should consult their own tax advisors with respect
to the tax consequences to them of the ownership and disposition of the notes,
including the tax consequences under state, local, foreign and other tax laws
and the possible effects of changes in federal or other tax laws.
S-21
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions set forth in a purchase
agreement, dated November 9, 1999 (the "Purchase Agreement"), the underwriters
named below (the "Underwriters"), have severally agreed to purchase, and TMCC
has agreed to sell to them, severally, the respective principal amount of notes
set forth opposite their respective names below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
- ----------- -----------------------
<S> <C>
Merrill Lynch International........................... Y22,500,000,000
Nomura International plc.............................. 22,500,000,000
Deutsche Bank AG London............................... 1,000,000,000
Morgan Stanley & Co. International Limited............ 1,000,000,000
Salomon Brothers International Limited................ 1,000,000,000
Tokyo-Mitsubishi International plc.................... 1,000,000,000
UBS AG, acting through its division Warburg Dillon
Read................................................ 1,000,000,000
-----------------------
Total..................................... Y50,000,000,000
=======================
</TABLE>
The Purchase Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the notes are subject to, among
other things, the approval of certain legal matters by their counsel and certain
other conditions. The Underwriters are obligated to take and pay for all the
notes if any are taken.
The initial public offering price of the notes is 99.429% and the
underwriting discounts and commissions are .25%. The Underwriters will receive
underwriting discounts and commissions of Y125,000,000 in connection with sales
of the notes.
The Underwriters may allow, and dealers may reallow, a discount not in
excess of .1% of the principal amount of notes to certain other dealers. After
the initial public offering of the notes, the public offering price and other
selling terms may from time to time be varied by the Underwriters.
TMCC estimates expenses of $200,000 associated with the offering of the
notes.
Application has been made for listing the notes on the Luxembourg Stock
Exchange.
In order to facilitate the offering of the notes, Merrill Lynch
International ("Merrill Lynch") or its affiliates may engage in transactions
that stabilize the price of the notes. These transactions may consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
notes. Merrill Lynch may bid for and purchase notes in the open market. Merrill
Lynch may reclaim selling concessions allowed to an underwriter or dealer for
distributing notes in this offering, if Merrill Lynch repurchases previously
distributed notes in transactions that cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the notes above independent market levels.
Merrill Lynch is not required to engage in these activities and may end any of
these activities at any time.
Neither TMCC nor the Underwriters makes any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither TMCC nor the
Underwriters makes any representation that the transactions will be engaged in
or that the transactions, once commenced, will not be discontinued without
notice.
TMCC has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act and to contribute to payments the
Underwriters may be required to make in respect of these liabilities.
S-22
<PAGE>
Certain of the Underwriters and their affiliates engage in transactions
with, and perform services for TMCC and TMCC's affiliates in the ordinary course
of business and have engaged, and may in the future engage, in commercial
banking and investment banking transactions with TMCC and TMCC's affiliates.
The notes will not have an established trading market when issued. There can
be no assurance of a secondary market for the notes or the continued liquidity
of such market if one develops. It is not anticipated that the notes will be
listed on any securities exchange other than the Luxembourg Stock Exchange.
Each of the Underwriters has represented and agreed that it has not and will
not offer, sell or deliver any of the notes directly or indirectly, or
distribute this prospectus supplement or the accompanying prospectus or any
other offering material relating to the notes, in or from any jurisdiction
except under circumstances that will result in compliance with the applicable
laws and regulations thereof and in a manner that will not impose any
obligations on TMCC except as set forth in the Purchase Agreement.
In particular, each Underwriter has represented and agreed that:
(i) it has not offered or sold and, prior to the expiry of the period of six
months from the issue date of the notes, will not offer or sell any
notes to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
(ii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue
of the notes to a person who is of a kind described in Article
11(3) of Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996, as amended, or is a person to whom such
document may otherwise lawfully be issued or passed on;
(iii) it has complied and will comply with all applicable provisions of the
FSA with respect to anything done by it in relation to any notes in,
from or otherwise involving the United Kingdom; and
(iv) the notes have not been and will not be registered under the Securities
and Exchange Law of Japan (the "Securities and Exchange Law"). Each
Underwriter severally agrees that it will not offer or sell any notes,
directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident
in Japan, including any corporation or other entity organized under the
laws of Japan) or to others for re-offering or resale, directly or
indirectly, in Japan or to a resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in
compliance with, the Securities and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
S-23
<PAGE>
LISTING AND GENERAL INFORMATION
LISTING
Application has been made to list the notes on the Luxembourg Stock
Exchange. In connection with the listing application, TMCC's articles of
incorporation and the bylaws and a legal notice relating to the issuance of the
notes (the "Listing Notice") will be deposited prior to listing with the
Registrar of the District Court of Luxembourg (GREFFIER EN CHEF DU TRIBUNAL
D'ARRONDISSEMENT DE ET A LUXEMBOURG), where those documents will be available
for inspection and where copies may be obtained upon request. Bankers Trust
Luxembourg S.A., 14 Boulevard F.D. Roosevelt, L2450 Luxembourg (the "Luxembourg
Listing Agent") will act as intermediary between the Luxembourg Stock Exchange
and TMCC and the Holders of the notes.
So long as the notes are listed on the Luxembourg Stock Exchange and the
rules of that exchange so require, notices to all Holders of notes will also be
published in a leading daily newspaper having general circulation in Luxembourg
(which is expected to be the LUXEMBURGER WORT). In addition, if Definitive Notes
are issued, notices will be mailed to the addresses of Holders as they appear in
the register maintained by the Trustee prior to any mailing. Any notices will be
deemed to have been given on the date of publication or mailing.
The notes have been assigned Euroclear and Cedelbank Common Code
No. 010439221, International Security Identification Number (ISIN) US892332AJ65
and CUSIP No. 892332 AJ 6.
PAYING AGENT
Bankers Trust Luxembourg S.A., 14 Boulevard F.D. Roosevelt, L2450 Luxembourg
(the "Luxembourg Paying Agent"), has been appointed to act, if Definitive Notes
are issued, as paying agent in Luxembourg in relation to those notes. If
Definitive Notes are issued, TMCC will maintain a paying agent in Luxembourg for
as long as any notes are listed on the Luxembourg Stock Exchange. Payments in
respect of Definitive Notes may be made at the offices of the Luxembourg Paying
Agent.
TRANSFER AGENT
Bankers Trust Luxembourg S.A., 14 Boulevard F.D. Roosevelt, L2450
Luxembourg, has been appointed to act, if Definitive Notes are issued, as
transfer agent in Luxembourg in relation to those notes. TMCC will maintain a
transfer agent in Luxembourg in relation to any Definitive Notes for as long as
any of the notes are listed on the Luxembourg Stock Exchange. Any change in the
transfer agent will be published in a leading daily newspaper having general
circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT).
AUTHORIZATION
The issue of the notes was authorized by a resolution dated August 3, 1998
of TMCC's Executive Committee of the Board of Directors.
DOCUMENTS AVAILABLE FOR COLLECTION AND INSPECTION
For so long as any notes remain outstanding, copies of TMCC's (1) articles
of incorporation and bylaws, and (2) most recent annual report and quarterly
interim reports and any other report filed with the United States Securities and
Exchange Commission will be available for collection without charge from the
Luxembourg Paying Agent, the Luxembourg Listing Agent and TMCC's principal
office. In addition, copies of the Purchase Agreement, the Indenture and the
Officer's Certificate will be available for collection or inspection (free of
charge) at the offices of each of the Luxembourg Paying Agent, the Luxembourg
Listing Agent and TMCC's principal office, at the addresses listed on page S-30
of this prospectus supplement. Additionally, for so long as any notes are
outstanding, copies of the
S-24
<PAGE>
Listing Notice, this prospectus supplement and the accompanying prospectus will
also be available for collection or inspection (free of charge) at the office of
the Luxembourg Listing Agent.
LITIGATION
Neither TMCC nor any of its subsidiaries are involved in, nor are there any,
legal or arbitration proceedings pending or threatened of which TMCC is aware,
which may have or have had during the 12 months prior to the date hereof a
material effect on the financial position of TMCC and its subsidiaries on a
consolidated basis.
MATERIAL CHANGE
There has been no material adverse change in TMCC's financial position or
operation of TMCC and its subsidiaries considered as a whole since
September 30, 1998, except as disclosed in TMCC's Quarterly Reports on Form 10-Q
incorporated by reference in this prospectus supplement.
S-25
<PAGE>
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain circumstances, the globally offered notes (the "Global
Securities") will be available only in book-entry form. Investors in Global
Securities may hold the Global Securities through DTC, Cedelbank or Euroclear.
The Global Securities will be tradeable as home market instruments in both the
European and U.S. domestic markets. Initial settlement and all secondary trades
will settle in same-day funds.
Secondary market trading between investors holding Global Securities through
Cedelbank and Euroclear will be conducted in the ordinary way in accordance with
their normal rules and operating procedures and in accordance with conventional
eurobond practice (i.e., seven calendar day settlement). Secondary market
trading between investors holding Global Securities through DTC will be
conducted according to the rules and procedures applicable to U.S. corporate
debt obligations. Secondary cross-market trading between Cedelbank or Euroclear
and DTC Participants holding securities will be effected on a
delivery-against-payment basis through relevant depositories of Cedelbank and
Euroclear (in that capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, Cedelbank and Euroclear will hold
positions on behalf of their participants through the depositories, which in
turn will hold such positions in accounts as DTC Participants.
Investors electing to hold their Global Securities through DTC will follow
DTC settlement practice. Investor securities custody accounts will be credited
with their holdings against payment in same-day funds on the settlement date.
Investors electing to hold their Global Securities through Cedelbank or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no "lock-up" or restricted period. Global Securities will be credited to
securities custody accounts on the settlement date against payment in same-day
funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
TRADING BETWEEN DTC PARTICIPANTS. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior corporate
debt securities issues in same-day funds.
TRADING BETWEEN CEDELBANK AND/OR EUROCLEAR PARTICIPANTS. Secondary market
trading between Cedelbank Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
TRADING BETWEEN DTC SELLER AND CEDELBANK OR EUROCLEAR PARTICIPANTS. When
Global Securities are to be transferred from the account of a DTC Participant to
the account of a Cedelbank Participant or a Euroclear Participant, the purchaser
will send instructions to Cedelbank or Euroclear through a Cedelbank Participant
or Euroclear Participant at least one business day prior to settlement.
Cedelbank
S-26
<PAGE>
or Euroclear will instruct the respective depository, as the case may be, to
receive the Global Securities against payment. Payment will include interest
accrued on the Global Securities from and including the last coupon payment date
to and excluding the settlement date, on the basis of actual number of days in
such accrual period and a year assumed to consist of 360 days. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. Payment will then be made by the
respective depository to the DTC Participant's account against delivery of the
Global Securities. After settlement has been completed the Global Securities
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the Cedelbank Participant's or
Euroclear Participant's account. The securities credit will appear the next day
(European time) and the cash debt will be back-valued to, and the interest on
the Global Securities will accrue from, the value date (which would be the
preceding day when settlement occurred in New York). If settlement is not
completed on the intended value date (i.e., the trade fails), the Cedelbank or
Euroclear cash debt will be valued instead as of the actual settlement date.
Cedelbank Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to preposition
funds for settlement either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Cedelbank or Euroclear. Under
this approach, they may take on credit exposure to Cedelbank or Euroclear until
the Global Securities are credited to their accounts one day later.
As an alternative, if Cedelbank or Euroclear has extended a line of credit
to them, Cedelbank Participants or Euroclear Participants can elect not to
preposition funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, Cedelbank Participants or Euroclear
Participants, purchasing Global Securities would incur overdraft charges for one
day, assuming they clear the overdraft when the Global Securities are credited
to their accounts. However, interest on the Global Securities would accrue from
the value date. Therefore, in many cases the investment income on the Global
Securities earned during that one-day period may substantially reduce or offset
the amount of such overdraft charges, although this result will depend on each
Cedelbank Participant's or Euroclear Participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective European depository for the benefit of Cedelbank Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller on
the settlement date. Thus, to the DTC Participants a cross-market transaction
will settle no differently than a trade between two DTC Participants.
TRADING BETWEEN CEDELBANK OR EUROCLEAR SELLER AND DTC PURCHASER. Due to
time zone differences in their favor, Cedelbank Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through the respective Depository, to a DTC Participant. The seller will send
instructions to Cedelbank or Euroclear through a Cedelbank Participant or
Euroclear Participant at least one business day prior to settlement. In these
cases, Cedelbank or Euroclear will instruct the relevant depository, as
appropriate, to deliver the Global Securities to the DTC Participant's account
against payment. Payment will include interest accrued on the Global Securities
from and including the last coupon payment to and excluding the settlement date
on the basis of the actual number of days in such accrual period and a year
assumed to consist of 360 days. For transactions settling on the 31st of the
month, payment will include interest accrued to and excluding the first day of
the following month. The payment will then be reflected in the account of the
Cedelbank Participant or Euroclear Participant the following day, and receipt of
the cash proceeds in the Cedelbank Participant's or Euroclear Participant's
account would be back-valued to the value date (which would be the preceding
day, when settlement occurred in New York). Should the Cedelbank Participant or
Euroclear Participant have a line of credit with its respective clearing system
and elect to be in debt in anticipation of receipt of the
S-27
<PAGE>
sale proceeds in its account, the back valuation will extinguish any overdraft
incurred over that one-day period. If settlement is not completed on the
intended value date (i.e., the trade fails) receipt of the cash proceeds in the
Cedelbank Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.
Finally, day traders that use Cedelbank or Euroclear and that purchase
Global Securities from DTC Participants for delivery to Cedelbank Participants
or Euroclear Participants should note that these trades would automatically fail
on the sale side unless affirmative action were taken. At least three techniques
should be readily available to eliminate this potential problem:
(a) borrowing through Cedelbank or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedelbank or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global Securities
sufficient time to be reflected in their Cedelbank or Euroclear account in order
to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least one
day prior to the value date for the sale to the Cedelbank Participant or
Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of Global Securities holding securities through Cedelbank
or Euroclear (or through DTC if the holder has an address outside the U.S.) will
be subject to the 30% U.S. withholding tax that generally applies to payments of
interest (including original issue discount) on registered debt issued by U.S.
Persons, unless (i) each clearing system, bank or other financial institution
that holds customers' securities in the ordinary course of its trade or business
in the chain of intermediaries between such beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification requirements and
(ii) such beneficial owner takes one of the following steps to obtain an
exemption or reduced tax rate:
EXEMPTION FOR NON-U.S. PERSONS (FORM W-8). Beneficial owners of Global
Securities that are Non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.
EXEMPTION FOR NON-U.S. PERSONS WITH EFFECTIVELY CONNECTED INCOME (FORM
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).
EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY COUNTRIES
(FORM 1001). Non-U.S. Persons residing in a country that has a tax treaty with
the United States can obtain an exemption or reduced tax rate (depending on the
treaty terms) by filing Form 1001 (Ownership, Exemption or Reduced Rate
Certificate). If the treaty provides only for a reduced rate, withholding tax
will be imposed at that rate unless the filer alternatively files Form W-8. Form
1001 may be filed by the certificate owners or their agents.
EXEMPTION FOR U.S. PERSONS (FORM W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
S-28
<PAGE>
U.S. FEDERAL INCOME TAX REPORTING PROCEDURE. The certificate owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it holds
(the clearing agency, in the case of persons holding directly on the books of
the clearing agency). Form W-8 and Form 1001 are effective for three calendar
years, and Form 4224 is effective for one calendar year.
As used in the foregoing discussion, the term "U.S. Person" means (i) a
citizen or resident of the United States, (ii) a corporation or partnership
organized in or under the laws of the United States or any political subdivision
thereof, (iii) an estate that is subject to United States federal income tax,
regardless of the source of its income or (iv) a trust if (a) a court within the
United States is able to exercise primary supervision over the administration of
the trust and (b) one or more United States fiduciaries have the authority to
control all substantial decisions of the Trust. The term "non-U.S. Person" means
any person who is not a U.S. Person. This summary does not deal with all aspects
of U.S. federal income tax withholding that may be relevant to foreign holders
of Global Securities. Investors are advised to consult their own tax advisors
for specific tax advice concerning their holding and disposing of Global
Securities.
S-29
<PAGE>
PRINCIPAL OFFICE OF
TOYOTA MOTOR CREDIT CORPORATION
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
TRUSTEE
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
LUXEMBOURG PAYING AND TRANSFER AGENT
(FOR DEFINITIVE NOTES)
Bankers Trust Luxembourg S.A.
14 Boulevard F.D. Roosevelt
L2450 Luxembourg
LUXEMBOURG LISTING AGENT
Bankers Trust Luxembourg S.A.
14 Boulevard F.D. Roosevelt
L2450 Luxembourg
<TABLE>
<S> <C>
LEGAL ADVISOR TO LEGAL ADVISORS TO
THE UNDERWRITERS TOYOTA MOTOR CREDIT CORPORATION
(AS TO UNITED STATES LAW) (AS TO OTHER UNITED STATES LAW)
O'Melveny & Myers LLP Alan F. Cohen, Esq.
400 South Hope Street, 15th Floor General Counsel
Los Angeles, California 90071 Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
</TABLE>
S-30
<PAGE>
PROSPECTUS
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
DEBT SECURITIES
------------------
Toyota Motor Credit Corporation ("TMCC") may offer from time to time its
senior unsecured debt securities consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities"), in an aggregate principal
amount of not more than $5,031,395,000 (the initial offering price of Debt
Securities sold at a discount to face will be used for purposes of the
limitation and the face amount of Debt Securities sold at a premium to face will
be used for purposes of the limitation) or, if applicable, the equivalent
thereof in any other currency or currencies. The Debt Securities may be offered
as a single series or as two or more separate series in amounts, at prices and
on terms to be determined in light of market conditions at the time of sale and
to be set forth in a Prospectus Supplement or Prospectus Supplements.
The terms of each series of Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates and time or times of payment of any interest, any terms
for optional or mandatory redemption or payment of additional amounts or any
sinking fund provisions, the initial public offering price, the proceeds to TMCC
and any other specific terms in connection with the offering and sale of such
series will be set forth in a Prospectus Supplement or Prospectus Supplements.
As used herein, Debt Securities shall include debt securities denominated in
United States dollars or, at the option of TMCC if so specified in an applicable
Prospectus Supplement, in any other currency or in composite currencies or in
amounts determined by reference to an index.
The Debt Securities may be sold directly by TMCC, through agents designated
from time to time or to or through underwriters or dealers. See "Plan of
Distribution." If any agents of TMCC or any underwriters are involved in the
sale of any Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in the applicable Prospectus
Supplement. The net proceeds to TMCC from such sale also will be set forth in
the applicable Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 3, 1998.
<PAGE>
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT HERETO.
AVAILABLE INFORMATION
TMCC is subject to the informational requirements of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the United States
Securities and Exchange Commission (the "Commission"). Such reports and other
information can be inspected and copied at the Public Reference Room of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048 and Citibank Center, Suite 1800, 500 West Madison Street, Chicago,
Illinois 60661-2511. Copies of such material may also be obtained by mail from
the Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 at prescribed rates. Copies of such reports
and other information may also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, on which an issue of
TMCC's debt securities is listed. Electronic filings made through the Electronic
Gathering Analysis and Retrieval System are publicly available through the
Commission's website at http://www.sec.gov.
TMCC has filed with the Commission a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the United States Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus and the accompanying Prospectus Supplement do
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement, which may be examined without charge at the public
reference facilities maintained by the Commission at the Public Reference
Room of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies thereof may be obtained from the Commission upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
TMCC's Annual Report on Form 10-K for the fiscal year ended September 30,
1997 and its Quarterly Reports on Form 10-Q for the quarters ended December 31,
1997, March 31, 1998 and June 30, 1998 are incorporated in and made a part of
this Prospectus. All documents filed by TMCC with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing such documents. A statement contained
herein, in a Prospectus Supplement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in a Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
TMCC WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS
DELIVERED, ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE DOCUMENTS THAT THIS PROSPECTUS INCORPORATES). REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO TOYOTA MOTOR CREDIT CORPORATION, 19001 SOUTH WESTERN
AVENUE, TORRANCE, CALIFORNIA 90509, ATTENTION: TREASURY, TELEPHONE NUMBER (310)
787-1310.
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<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
6
<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.
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<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>
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Y50,000,000,000
TOYOTA MOTOR CREDIT CORPORATION
1% NOTES DUE 2004
----------------
PROSPECTUS SUPPLEMENT
-------------------
MERRILL LYNCH & CO.
NOMURA SECURITIES
DEUTSCHE BANK
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY INTERNATIONAL
TOKYO-MITSUBISHI INTERNATIONAL PLC
WARBURG DILLON READ
NOVEMBER 9, 1999
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