As filed with the Securities and Exchange Commission on
October 25, 1999
Registration No. 333-___
- ------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3775816
(State of incorporation) (I.R.S. Employer
Identification Number)
19001 South Western Avenue
Torrance, California 90509
(310) 787-1310
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Alan Cohen, Esq.
General Counsel
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
(310) 787-1310
(Name, address, including zip code, and telephone number,
including
area code, of agent for service)
__________________
Copies to:
David J. Johnson, Jr., Esq.
Diana Hunt Richardson, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 430-6000
__________________
Approximate date of commencement of proposed sale to the public:
from time to time after the effective date of this Registration
Statement as determined by market conditions.
__________________
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 of the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [X]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
__________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of each Amount to Proposed Maximum Proposed Maximum Amount of
Class of be Offering Price Aggregate Registration
Securities to Registered Unit(3) Offering
Registered (1)(2) Price(3)
- ------------------------------------------------------------------------------
Debt $1,000,000,000 100% $1,000,000,000 $278,000
Securities
- ------------------
(1) In U.S. Dollars or the equivalent thereof in one or more
foreign or composite currencies.
(2) Plus such additional principal amount as may be necessary
such that the aggregate initial offering price of all debt
securities, if any, issued with original issue discount will
equal their aggregate principal amount at maturity.
(3) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457.
__________________
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
<PAGE>
This information in this prospectus is not complete and may
be changed. We may not sell the securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is permitted.
Subject To Completion
Preliminary Prospectus Dated October __, 1999
PROSPECTUS
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
Debt Securities
__________________
By this prospectus, we may offer from time to time up to
$ of our senior unsecured debt securities or an equivalent
amount in U.S. dollars if any securities are denominated in a
currency other than U.S. dollars. When we offer debt securities,
we will provide you with a prospectus supplement describing the
specific terms of the securities. You should read this information
carefully before you invest.
The debt securities:
. will be in one or more series;
. will be offered in amounts, at prices, in currencies and on
terms to be agreed upon by us and the purchasers;
. will be issued in amounts, with maturities, interest rates
and offering prices set forth in a prospectus supplement; and
. will be sold by us through agents, to or through
underwriters or dealers, or directly to purchasers.
IF THE TERMS OF PARTICULAR DEBT SECURITIES DESCRIBED IN A
PROSPECTUS SUPPLEMENT ARE DIFFERENT FROM THOSE DESCRIBED IN THIS
PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
This prospectus may not be used to complete sales of debt
securities unless accompanied by a prospectus supplement.
__________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
__________________
The date of this prospectus is October , 1999.
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information 3
Incorporation of Information Filed With the Sec 3
Toyota Motor Credit Corporation 4
Use of Proceeds 4
Ratio of Earnings to Fixed Charges 5
Description of Debt Securities 5
Plan of Distribution 12
Legal Matters 13
Experts 13
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other
information with 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 by writing to the SEC's Public
Reference Room and paying a duplicating fee. You may obtain
information about the Public Reference Room by calling the SEC at
1-800-SEC-0330. You may also inspect copies of our SEC filings
and other information 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.
We have filed a registration statement with the SEC on Form
S-3 under the Securities Act of 1933 covering the debt securities
which includes this prospectus. For further information about us
and the debt securities, you should refer to the registration
statement and the exhibits. This prospectus summarizes material
provisions of agreements and other documents that we refer you
to. However, because the prospectus 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 we file with the SEC, which means:
. incorporated documents are considered part of this
prospectus,
. 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
. current reports on Form 10-Q dated June 30, 1999, March 31,
1999 and December 31, 1998
We also incorporate by reference each of the following
documents that we will file with the SEC after the date of this
prospectus until the offering of the debt securities is completed or
after the date of this initial registration statement and before
the effectiveness of the registration statement:
. 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 or any supplement we
provide to you. 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 the debt securities in
any jurisdiction where the offer or sale is not permitted.
You should not assume that the information appearing in this
prospectus or any supplement is accurate as of any 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, CA
90509; Attn: Treasury; telephone: (310) 787-1310.
TOYOTA MOTOR CREDIT CORPORATION
Toyota Motor Credit Corporation provides retail and
wholesale financing, retail leasing 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., which 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 Toyota Motor Sales,
U.S.A., Inc.'s products are purchased from Toyota Motor
Corporation, the indirect parent of Toyota Motor Sales, U.S.A.,
Inc. or its affiliates.
TMCC was incorporated in California on October 4, 1982, and
began operations in May 1983. Our principal executive offices
are located in the Toyota Motor Sales, U.S.A., Inc. headquarters
complex at 19001 South Western Avenue, Torrance, California
90509, and our telephone number is (310) 787-1310.
In this prospectus, "TMCC", "we", "us" and "our" refer
specifically to Toyota Motor Credit Corporation. TMCC is the
issuer of all the debt securities offered under this prospectus.
If you want to find out more information about us, please
see the sections in this prospectus entitled "Where You Can Find
More Information" and "Incorporation of Information Filed with
the SEC."
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debt
securities for general corporate purposes, the purchase of
earning assets and the retirement of debt. We may use the net
proceeds initially to reduce short-term borrowings or invest in
short-term securities.
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 FISCAL YEAR ENDED
JUNE 30, SEPTEMBER 30,
------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1999 1998 1998 1997 1996 1995 1994
RATIO OF
EARNINGS TO 1.25 1.24 1.25 1.31 1.32 1.42 1.60
FIXED CHARGES(1)
____________________
(1) We computed the ratio of earnings to fixed charges 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. 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 the 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.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the debt
securities sets forth certain general terms and provisions of the
debt securities. The particular terms of debt securities offered
by TMCC (the "Offered Debt Securities"), and the extent to which
these general provisions may apply to the Offered Debt
Securities, will be described in a prospectus supplement relating
to the Offered Debt Securities. If the terms of particular
Offered Debt Securities described in a prospectus supplement are
different from those described in this prospectus, you should
rely on the information in the supplement.
The debt securities will be issued under an indenture, dated
as of August 1, 1991, as amended by a first supplemental
indenture dated as of October 1, 1991 (together, the
"Indenture"), between TMCC and the trustee for one or more series
of debt securities designated in the applicable prospectus
supplement or prospectus supplements (the "Trustee"). The
following is a summary of certain provisions of the debt
securities and of the Indenture and does not contain all of the
information which may be important to you. You should read all
provisions of the Indenture carefully, including the definitions
of certain terms, before you decide to invest in the debt
securities. If we refer to particular sections or defined terms
of the Indenture, we mean to incorporate by reference those
sections or defined terms of the Indenture. Capitalized terms
used but not defined in this prospectus have the meanings given
to them in the Indenture. A copy of the Indenture will be filed
as an exhibit to the registration statement relating to the debt
securities which includes this prospectus. See "Where You Can
Find More Information."
THE DEBT SECURITIES WILL BE OBLIGATIONS SOLELY OF TMCC AND
WILL NOT BE OBLIGATIONS OF, OR DIRECTLY OR INDIRECTLY GUARANTEED
BY, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA MOTOR CORPORATION OR
ANY OF THEIR AFFILIATES.
GENERAL
The Indenture does not limit the total principal amount of
debt securities that we may issue under the Indenture. We may
issue debt securities from time to time in one or more series,
with the same or various maturities, at par, at a premium or with
original issue discount 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
Indenture of up to $_________ aggregate principal amount of debt
securities or its equivalent in foreign currencies or units of
two or more currencies, based on the applicable exchange rate at
the time of the offering. In addition, for purposes of
calculating this limitation, we will use the initial offering
price of debt securities sold at a discount to their face amount
and the face amount of debt securities sold at a premium to their
face amount. As of the date of this prospectus, approximately
$__________ aggregate principal amount has previously been issued
under the Indenture.
The debt securities will be unsecured general obligations of
TMCC and will rank equally with our other unsecured and
unsubordinated indebtedness from time to time outstanding.
The applicable prospectus supplement will describe the terms
of the Offered Debt Securities, including:
. the aggregate principal amount and denominations,
. the maturity date,
. the principal amount payable whether at maturity or upon
earlier acceleration, whether the principal amount will be
determined with reference to an index, formula or other method,
and the date or dates on which we agree to pay principal if other
than on the maturity date,
. the rate or rates per annum (which may be fixed or variable)
at which we agree to pay interest and, if applicable, the method
used to determine the rate or rates of interest,
. the dates on which we agree to pay interest,
. the place of transfer or payment for the debt securities,
and the method of payment,
. the provisions for redemption or repayment, if any,
including the redemption and/or repayment price or prices and any
remarketing arrangements,
. the sinking fund requirements or amortization provisions, if
any,
. whether the debt securities are denominated or provide for
payment in U.S. dollars or a foreign currency or units
of two or more currencies,
. the form (registered or bearer or both) in which the 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,
. if TMCC will pay any Additional Amounts relating to 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 Additional
Amounts and whether TMCC has the option to redeem the affected
Debt securities rather than pay the Additional Amounts,
. whether the debt securities will be issued in whole or in
part in the form of one or more global securities and, in that
case, the Depositary for the global securities,
. the title of the debt securities, the series of which the
debt securities will be a part and the Trustee with respect to
the debt securities, and
. any other terms.
Please see the accompanying prospectus supplement you have
received or will receive for the terms of the specific Offered
Debt Securities. TMCC may deliver this prospectus before or
together with the delivery of a prospectus supplement.
The variable terms of debt securities are subject to change
from time to time, but no change will affect any debt security
already issued or as to which an offer to purchase has been
accepted by TMCC.
TMCC may issue debt securities with terms different from
those of debt securities previously issued and may "reopen" a
previous issue or a series of debt securities and issue
additional debt securities of that issue or series.
You should be aware that special U.S. Federal income tax,
accounting and other considerations may apply to the debt
securities. The prospectus supplement relating to an issue of
debt securities will describe these considerations if they apply.
PAYMENT AND PAYING AGENTS
Payment of principal of and premium and interest, if any, on
debt securities will be made at the office of the Paying Agent or
Paying Agents as TMCC may designate from time to time. However,
at TMCC's option, TMCC may pay interest:
. by check mailed to the address of the person entitled to the
payment as the address appears in the Security Register, or
. by wire transfer to an account maintained by the person
entitled to the payment as specified in the Security Register.
Payment of any interest on debt securities will be made to
the person in whose name the debt security is registered at the
close of business on the Regular Record Date for that interest.
TMCC will designate the Trustee for the debt securities of
the related series, acting through its Corporate Trust Office, as
TMCC's sole Paying Agent for payments with respect to debt
securities of the 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.
However, TMCC will be required to maintain a Paying Agent in
each Place of Payment for a series of debt securities. 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 the
principal, premium or interest has 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 of those
amounts.
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 the debt security to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any nominee to a successor
of the Depositary or a nominee of the 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 the global
debt security may exchange their interests for definitive debt
securities of the 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 the global debt
security and the material terms of the depositary arrangement
with respect to the global debt security.
CERTAIN COVENANTS
The debt securities will not be secured by mortgage, pledge
or other lien. TMCC has agreed 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:
. 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;
. the pledge of receivables payable in currencies other than
United States dollars to secure borrowings in countries other
than the United States;
. 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;
. 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 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;
. 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;
. 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;
. any lien to secure non-recourse obligations in connection
with TMCC's engaging in leveraged or single-investor lease
transactions; and
. 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 the clauses 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:
. all current liabilities; and
. 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:
. 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
. TMCC or the successor corporation, as applicable, shall not,
immediately after such merger or consolidation, or such sale,
lease or conveyance, be in default in the performance of any
obligations under the Indenture.
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. However, no
supplemental indenture may, among other things, without the
consent of each Holder of any debt security affected:
. reduce the principal amount of or interest or any debt
security,
. change the maturity date of the principal, the interest
payment dates or other terms of payment of any debt
security, or
. reduce the percentage in principal amount of outstanding
debt securities of any series, the consent of whose Holders
is necessary to modify or amend the Indenture.
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 with respect to that series:
. default in the payment of principal, when due,
. default in the payment of any interest when due and
continuation of the default for 30 days,
. default in the deposit of any sinking fund payment when due,
. default in the performance or breach of any of TMCC's
obligations or warranties under the Indenture (other than an
obligation or warranty included in the Indenture which is not for
the benefit of that particular series of debt securities) which
continues for 60 days after written notice,
. certain events of bankruptcy, insolvency or reorganization
of TMCC, and
. any other Event of Default provided with respect to debt
securities of that series.
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. 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 by the Event of Default may declare the debt
securities of that 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
that series, except a default:
. in the payment of principal of, premium, or interest for
which payment had not been subsequently made, or
. 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 that 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 that 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 the Holders have offered
to the 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 the Trustee with
respect to the debt securities of the series.
SATISFACTION AND DISCHARGE OF THE INDENTURE
The Indenture will be discharged with respect to the debt
securities of any series upon the satisfaction of certain
conditions, including the following:
. payment in full of the principal of, and premium, if any,
and interest on all of the debt securities of that 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.
TERMINATION
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 that 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 the
series to their maturity in accordance with the terms of the
Indenture and the debt securities of the series. In that event,
the appropriate Trustee will receive an opinion of counsel
stating that the deposit and termination will not have any
federal income tax consequences to the Holders.
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.
PLAN OF DISTRIBUTION
TMCC may sell the debt securities:
. through agents,
. to or through dealers,
. to or through underwriters, or
. directly to purchasers.
A prospectus supplement for the specific debt securities
will contain the names of any agents, underwriters or dealers,
and any applicable commissions or discounts.
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 an
agent. Unless otherwise indicated in the prospectus supplement,
any 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 discounts or commissions and the other attributable expenses
of issuance and distribution.
TMCC has agreed to indemnify underwriters and agents against
certain civil liabilities, including liabilities under the
Securities Act, or contribute to payments the underwriters or
agents may be required to make.
LEGAL MATTERS
Alan Cohen, Esq., General Counsel of TMCC, will pass upon
the validity of the debt securities offered by this prospectus.
O'Melveny & Myers LLP will act as counsel for the underwriters,
dealers 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, 1998, 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, 1998 and 1997, the three- and six-month periods ended March
31, 1999 and 1998, and the three- and nine-month periods ended
June 30, 1999 and 1998, 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, 1999, May 14, 1999 and August
13, 1999, 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of this offering are estimated as follows:
SEC Registration Fee $278,000
Printing and engraving expenses 30,000
Legal fees and expenses 150,000
Accounting fees and expenses 50,000
Trustees fees 35,000
Miscellaneous 15,000
-------
Total $558,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an
action by or in the right of the corporation to procure a
judgment in its favor) by reason of the fact that such person is
or was an officer or director of the corporation, against
expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in the best interests of
the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was
unlawful.
TMCC's Bylaws authorize TMCC to indemnify its officers and
directors to the maximum extent permitted by the California
Corporations Code. TMCC has entered into indemnification
agreements with its officers and directors to indemnify such
officers and directors to the maximum extent permitted by the
California Corporations Code.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1(a)(1) Indenture, dated as of August 1, 1991,
between TMCC and The Chase Manhattan Bank,
N.A.
4.1(b)(2) First Supplemental Indenture, dated as of
October 1, 1991, among TMCC, Bankers Trust
Company and The Chase Manhattan Bank, N.A.
5.1(4) Opinions of Alan Cohen, Esq., General Counsel
of TMCC, and O'Melveny & Myers LLP.
12.1(3) Calculation of ratio of earnings to fixed
charges.
15.1(4) Accountants Awareness Letter.
23.1(4) Consent of PricewaterhouseCoopers LLP.
23.2(4) Consent of Alan Cohen, Esq., General Counsel
of TMCC (included in Exhibit 5.1).
23.3(4) Consent of O'Melveny & Myers LLP (included in
Exhibit 5.1).
24.1(1) Power of Attorney (contained on page II-4).
25.1(4) Form T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 of The Chase
Manhattan Bank.
25.2(4) Form T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 of Bankers Trust
Company.
___________________
(1) Incorporated by reference to the same numbered exhibit filed
with TMCC's Registration Statement on Form S-3, File No. 33-
52359.
(2) Incorporated by reference to the same numbered exhibit filed
with TMCC's Registration Statement on Form S-3, File No. 33-
42854.
(3) Incorporated herein by reference to the same numbered
exhibits filed with TMCC's Annual Report on Form 10-K, File
No. 1-9961, for the fiscal year ended September 30, 1998 and
TMCC's Quarterly Report on Form 10-Q, File No. 1-9961 for
the quarterly period ended June 30, 1999.
(4) To be filed by amendment.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a) (3) of the Securities Act, unless the
information required to be included in such post-
effective amendment is contained in periodic
reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act
and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement, unless the information
required to be included in such post-effective
amendment is contained in a periodic report filed
by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act and incorporated
herein by reference;
(iii)To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bone fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Torrance, State of California, on the 25th day of October,
1999.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ George E. Borst
---------------------------
George E. Borst
Senior Vice President and
General Manager
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George E. Borst,
Lloyd Mistele and Dian D. Ogilvie and each or either of them, as
his or her true and lawful attorney-in-fact and agent, with full
power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his or her substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on the 25th day of October, 1999.
SIGNATURE TITLE
----------- ------
/s/ George E. Borst
- ------------------------- Senior Vice President, General
George E. Borst Manager and Director (principal
(executive officer)
/s/ Nobukazu Tsurumi
- ------------------------- Group Vice President, Treasurer
Nobukazu Tsurumi and Director (principal
financial officer)
/s/ Gregory Willis
- ------------------------- Vice President-Finance and
Gregory Willis Administration (principal
accounting officer)
/s/ James Press
- ------------------------- Director
James Press
/s/ Douglas West
- ------------------------- Director
Douglas West
/s/ Robert Pitts
- ------------------------- Director
Robert Pitts
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC
and The Chase Manhattan Bank, N.A.
4.1(b)(2) First Supplemental Indenture dated as of October
1, 1991 among TMCC, Bankers Trust Company and The
Chase Manhattan Bank, N.A.
5.1(4) Opinions of Alan Cohen, Esq., General Counsel of
TMCC, and O'Melveny & Myers LLP.
12.1(3) Calculation of ratio of earnings to fixed charges.
15.1(4) Accountants Awareness Letter.
23.1(4) Consent of PricewaterhouseCoopers LLP.
23.2(4) Consent of Alan Cohen, Esq., General Counsel of
TMCC (included in Exhibit 5.1).
23.3(4) Consent of O'Melveny & Myers LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (contained on page II-4).
25.1(4) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank.
25.2(4) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Bankers Trust Company.
_____________________
(1) Incorporated by reference to the same numbered exhibit filed
with TMCC's Registration Statement on Form S-3, File No. 33-
52359.
(2) Incorporated by reference to the same numbered exhibit filed
with TMCC's Registration Statement on Form S-3, File No. 33-
42854.
(3) Incorporated herein by reference to the same numbered
exhibits filed with TMCC's Annual Report on Form 10-K, File
No. 1-9961, for the fiscal year ended September 30, 1998 and
TMCC's Quarterly Report on Form 10-Q, File No. 1-9961 for
the quarterly period ended June 30, 1999.
(4) To be filed by amendment.
<PAGE>
APPENDIX
DESCRIPTION OF TOYOTA MOTOR CREDIT CORPORATION LOGO
The words "Toyota Motor Credit Corporation" are set forth in
red block capital letters and are surrounded by a red box. Next
to the name of the corporation, inside the box, are the initials
"TMCC" in red block capital letters surrounded by a red box.
</TABLE>
