<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 12, 2000)
Y50,000,000,000
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
0.625% NOTES DUE 2003
---------------
Interest is payable on May 23 and November 23, commencing November 23, 2000.
The notes will mature on May 23, 2003. 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)....................................... 99.8840% Y49,942,000,000
Underwriting discount....................................... .1875% Y93,750,000
Proceeds to Toyota Motor Credit Corporation................. 99.6965% Y49,848,250,000
</TABLE>
(1) Plus accrued interest from May 23, 2000, 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 Clearstream Banking, societe
anonyme, on or about May 23, 2000.
------------------------
NIKKO SALOMONSMITHBARNEY EUROPE NOMURA SECURITIES
DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL
KOKUSAI EUROPE LIMITED MERRILL LYNCH INTERNATIONAL
TOKYO-MITSUBISHI INTERNATIONAL PLC UBS WARBURG
---------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 11, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PROSPECTUS SUPPLEMENT
Statement Regarding Forward-Looking Statements.............. S-4
Where You Can Find More Information......................... S-4
Incorporation of Information Filed with the SEC............. S-4
Selected Financial Information.............................. S-5
Capitalization.............................................. S-7
Currency Conversions and Foreign Exchange Risks............. S-8
Description of the Notes.................................... S-9
United States Federal Taxation.............................. S-18
Underwriting................................................ S-22
Listing and General Information............................. S-24
Annex I--Global Clearance, Settlement and Tax Documentation
Procedures................................................ S-26
PROSPECTUS
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.......................... 4
Description of Debt Securities.............................. 5
Plan of Distribution........................................ 11
Legal Matters............................................... 12
Experts..................................................... 12
</TABLE>
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,
S-2
<PAGE>
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.
S-3
<PAGE>
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.
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, 1999,
- quarterly report on Form 10-Q dated December 31, 1999, and
- reports on Form 8-K for event dates January 12, 2000 and April 18, 2000.
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.
S-4
<PAGE>
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, 1999 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, 1999, 1998, 1997, 1996
and 1995. TMCC's selected financial data for the three months ended
December 31, 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 December 31, 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 three months ended December 31, 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, 1999
and Quarterly Report for the quarter ended December 31, 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, 1999 and TMCC's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999 are available for inspection and copies may be obtained
free of charge from Deutsche Bank Luxembourg S.A., 2 Boulevard Konrad Adenauer,
L1115 Luxembourg, the Luxembourg Paying Agent.
S-5
<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>
THREE MONTHS
ENDED
DECEMBER 31, YEARS ENDED SEPTEMBER 30,
------------------- ----------------------------------------------------
1999 1998 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
(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................................. $ 583 $ 620 $ 2,397 $ 2,595 $ 2,730 $ 2,448 $ 1,904
Retail financing........................ 183 161 665 547 446 415 431
Wholesale and other dealer financing.... 31 24 103 98 89 109 121
------- ------- ------- ------- ------- ------- -------
Total financing revenues................ 797 805 3165 3,240 3,265 2,972 2,456
Depreciation on leases.................. 383 431 1664 1,681 1,781 1,620 1,232
Interest expense........................ 277 240 940 994 918 820 716
------- ------- ------- ------- ------- ------- -------
Net financing revenues.................. 137 134 561 565 566 532 508
Insurance premiums earned and contract
revenues.............................. 34 28 122 112 97 86 76
Investment and other income............. 22 24 69 79 66 41 30
------- ------- ------- ------- ------- ------- -------
Net financing revenues and other
revenues.............................. 193 186 752 756 729 659 614
EXPENSES:
Operating and administrative............ 91 83 376 323 259 235 207
Provision for credit losses............. 29 29 83 127 136 115 66
Insurance losses and loss adjustment
expenses.............................. 18 15 63 55 51 49 41
------- ------- ------- ------- ------- ------- -------
Total expenses........................ 138 127 522 505 446 399 314
------- ------- ------- ------- ------- ------- -------
Income before income taxes.............. 55 59 230 251 283 260 300
Provision for income taxes.............. 23 24 98 107 121 108 117
------- ------- ------- ------- ------- ------- -------
Net Income............................ $ 32 $ 35 $ 132 $ 144 $ 162 $ 152 $ 183
======= ======= ======= ======= ======= ======= =======
BALANCE SHEET DATA
Investment in operating leases, net..... $ 8,426 $ 9,428 $ 8,605 $ 9,765 $10,257 $10,831 $ 8,148
Finance receivables, net................ 15,492 11,514 13,856 11,521 8,452 7,474 7,227
Total assets.......................... 25,572 24,264 24,578 23,225 19,830 19,309 16,225
Notes and loans payable................. 19,265 18,942 18,565 17,597 14,745 15,014 12,696
Accrued interest........................ 142 143 161 176 213 226 190
Accounts payable and accrued expenses... 1,383 796 1,096 995 1,072 474 857
Deposits................................ 192 234 201 240 248 248 59
Income taxes payable.................... 82 71 -- -- -- 16 --
Deferred income......................... 641 580 636 607 517 612 --
Deferred income taxes................... 1,463 1,225 1,554 1,379 954 805 627
Total liabilities..................... 23,168 21,991 22,213 20,994 17,749 17,395 14,429
Capital stock (1)....................... 915 915 915 915 915 915 865
Retained earnings (2)................... 1,467 1,338 1,435 1,303 1,159 997 844
Accumulated other comprehensive
income................................ 22 20 15 13 7 2 (1)
Total shareholder's equity............ 2,404 2,273 2,365 2,231 2,081 1,914 1,709
------- ------- ------- ------- ------- ------- -------
Total liabilities and shareholder's
equity.............................. $25,572 $24,264 $24,578 $23,225 $19,830 $19,309 $16,225
======= ======= ======= ======= ======= ======= =======
RATIO OF EARNINGS TO FIXED
CHARGES (3)............................. 1.20x 1.24x 1.24x 1.25x 1.31x 1.32x 1.42x
</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 1.89,
1.99, 1.92, 1.49 and 1.74 for the years ended September 30, 1999, 1998,
1997, 1996 and 1995, respectively. As of December 31, 1999, TMCC has
guaranteed payments of principal and interest on $155.5 million principal
amount of bonds issued in connection with the manufacturing facilities of
certain of its affiliates. In addition, as of December 31, 1999, TMCC has
guaranteed $40 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-6
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of TMCC at
December 31, 1999:
<TABLE>
<CAPTION>
BALANCE AT BALANCE AS
DECEMBER 31, 1999 ADJUSTED(3)
------------------ -----------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:(1)
Notes and loans payable within one year, net(2)........... $ 7,268 $ 7,281
Notes and loans payable after one year, net............... 12,901 15,029
------- -------
Total debt.................................................. $20,169 $22,310
------- -------
Shareholder's equity:
Capital stock, $10,000 par value (100,000 shares
authorized: 91,500 issued and outstanding at
December 31, 1999 and as adjusted)(4)................... 915 915
Retained earnings......................................... 1,467 1,467
------- -------
Accumulated other comprehensive income.................... 22 22
------- -------
Total shareholder's equity.................................. 2,404 2,404
------- -------
Total capitalization........................................ $22,573 $24,714
======= =======
</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
December 31, 1999 Quarterly Report on Form 10-Q incorporated by reference
into this prospectus supplement.
(2) Includes debt maturing within one year of December 31, 1999, commercial
paper and extendible commercial notes.
(3) As adjusted to give effect to (i) the issuance of medium-term notes and
bonds totaling U.S. $1,086,976,000 during the period January 1, 2000 through
March 31, 2000, (ii) the maturity of medium-term notes and bonds totaling
U.S. $1,221,820,000 during the period January 1, 2000 through March 31,
2000, (iii) the issuance of floating rate demand notes totaling U.S.
$304,578,000 during the period January 1, 2000 through March 31, 2000,
(iv) the maturity of floating rate demand notes totaling U.S. $61,385,000
during the period January 1, 2000 through March 31, 2000, (v) the net
increase of commercial paper totaling U.S. $849,829,000 during the period
January 1, 2000 through March 31, 2000, (vi) the net increase of extendible
commercial notes totaling U.S. $72,393,000 during the period January 1, 2000
through March 31, 2000, (vii) euro medium-term notes issued on April 26,
2000 totaling U.S. $300,000,000, (viii) euro medium-term notes issued on
May 10, 2000 totaling U.S. $92,000,000, and (ix) the notes offered hereby.
(4) Common shares. TMCC is authorized to issue only one class of shares of
stock.
There has been no material change in the consolidated capitalization of TMCC
since December 31, 1999, except as described in footnote 3 above.
S-7
<PAGE>
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS
CURRENCY CONVERSIONS/PAYMENTS ON THE NOTES
Initial investors will be required to pay for the notes in Japanese
Yen. Salomon Brothers International Limited, as representative of the
underwriters (the "Representative"), is prepared to arrange for the conversion
of U.S. dollars into Yen to facilitate payment for the notes by U.S. purchasers.
Each conversion will be made by the Representative on the terms and subject to
the conditions, limitations and charges as the Representative may from time to
time establish in accordance with its regular foreign exchange practices, and
subject to United States laws and regulations. All costs of conversion will be
borne by investors of the notes.
Principal and interest payments in respect of the notes are payable by TMCC
in Yen, but holders of beneficial interests in Global Notes (as defined below
under "Description of the Notes") held through The Depository Trust Company
(also known as DTC), other than Euroclear and Clearstream Banking, societe
anonyme ("Clearstream, Luxembourg"), will receive payments in U.S. dollars
unless they elect to receive payments in Yen. If a holder through DTC has not
made such an election, payments to the holder will be converted to U.S. dollars
by the Trustee (as defined below under "Description of the Notes"). All costs of
conversion will be borne by the holder by deduction from the payments. The U.S.
dollar amount of any payment in respect of principal or interest received by a
holder not electing payment in Yen will be the amount of Yen otherwise payable
exchanged into U.S. dollars at the Y/U.S.$ 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.
On or prior to the applicable Record Date (as defined below), the holder of
a beneficial interest in the Global Notes held through a DTC Participant (as
defined below under "Description of the Notes"), other than Euroclear or
Clearstream, Luxembourg, may elect to receive payment or payments under a Global
Note in Yen by providing to that DTC Participant (1) notice of the holder'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. The DTC
Participant must notify DTC of the holder's election and provide the wire
transfer instructions to DTC (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 fifth 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
seventh 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 ninth 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.
S-8
<PAGE>
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.
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" with respect to payments of interest and principal on
the notes means each May 3 and November 3.
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 May 11, 2000, the Y/U.S.$ rate of exchange was Y 109.90/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.
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 an Exchange Agreement setting forth particular
terms and conditions of the notes (the "Exchange Agreement"). Copies of the
Indenture and the Exchange Agreement will be available for inspection during
usual business hours at
S-9
<PAGE>
the principal office of the Trustee and the Luxemburg Paying Agent. 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 at par on May 23, 2003. The notes will bear interest from May 23,
2000 at the rate shown on the front cover of this prospectus supplement, payable
in equal semiannual installments on May 23 and November 23 in each year,
beginning on November 23, 2000, to Holders of record on the preceding May 3 and
November 3, respectively.
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.
PRESCRIPTION
In the event that any money for the payment of principal or interest in
respect of any notes remains unclaimed for one year after such principal or
interest has become due and payable, then such amounts shall be paid to TMCC and
all liability of the Trustee or any paying agent shall cease and any holder of
such notes shall look only to TMCC for payment thereof; provided however, that
the Trustee or the paying agent shall cause a notice to be published and specify
a date upon which such principal or interest may be claimed prior to any
repayment to TMCC.
GOVERNING LAW
The Indenture and the notes are governed by, and shall be construed in
accordance with, the laws of the State of New York applicable to agreements made
or instruments entered into and performed in such State.
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
S-10
<PAGE>
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 May 23, 2000 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
Clearstream, Luxembourg) 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 a 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
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
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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.
CLEARSTREAM, LUXEMBOURG. Clearstream Banking, societe anonyme, 67 Bd
Grande-Duchesse Charlotte, L-2967 Luxembourg, was incorporated in 1970 as "Cedel
S.A.", a company with limited liability under Luxembourg law (a societe
anonyme). Cedel S.A. subsequently changed its name to Cedelbank. On January 10,
2000, Cedelbank's parent company, Cedel International, societe anonyme ("CI")
merged its clearing, settlement and custody business with that of Deutsche Borse
Clearing AG ("DBC"). The merger involved the transfer by CI of substantially all
of its assets and liabilities (including its shares in Cedelbank) to a new
Luxembourg company, New Cedel International, societe anonyme ("New CI"), which
is 50% owned by CI and 50% owned by DBC's parent company Deutsche Borse AG. The
shareholders of these two entities are banks, securities dealers and financial
institutions. CI currently has 92 shareholders, including U.S. financial
institutions or their subsidiaries. No single entity may own more than 5 percent
of CI's stock.
Further to the merger, the Board of Directors of New CI decided to rename
the companies in the group in order to give them a cohesive brand name. The new
brand name that was chosen is "Clearstream". With effect from January 14, 2000
New CI has been renamed "Clearstream International, societe anonyme". On
January 18, 2000, Clearstream, Luxembourg was renamed
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"Clearstream Banking, societe anonyme", and Cedel Global Services was renamed
"Clearstream Services, societe anonyme".
On January 17, 2000 DBC was renamed "Clearstream Banking AG". This means
that there are now two entities in the corporate group headed by Clearstream
International which share the name "Clearstream Banking", the entity previously
named "Clearstream, Luxembourg" and the entity previously named "Deutsche Borse
Clearing AG".
Clearstream, Luxembourg holds securities for Clearstream, Luxembourg
participants ("Clearstream, Luxembourg Participants") and facilitates the
clearance and settlement of securities transactions between Clearstream,
Luxembourg Participants through electronic book-entry changes in accounts of
Clearstream, Luxembourg Participants, thereby eliminating the need for physical
movement of certificates. Clearstream, Luxembourg provides to Clearstream,
Luxembourg Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream, Luxembourg interfaces with
domestic markets in several countries. As a professional depository,
Clearstream, Luxembourg is subject to regulation by the Luxembourg Monetary
Institute. Clearstream, Luxembourg 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
Clearstream, Luxembourg is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Clearstream, Luxembourg Participant either directly or
indirectly.
Distributions with respect to notes held beneficially through Clearstream,
Luxembourg will be credited to cash accounts of Clearstream, Luxembourg
Participants in accordance with its rules and procedures, to the extent received
by Clearstream, Luxembourg.
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
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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, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of notes among
participants of DTC, Clearstream, Luxembourg 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.
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.
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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;
(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);
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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 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 United States 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 holders in light of their 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 interest accrual period or, in the case of accrual periods that span two
taxable years, 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 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
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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.
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
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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 the beneficial owner of the note or 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 that is holding a note on behalf
of such beneficial owner timely files a statement with the withholding
agent to the effect that the beneficial owner of the note is not a United
States person (the "Statement").
The Statement requirement in paragraph (a) above will be satisfied if
(i) the beneficial owner of a note, under penalty of perjury, certifies
as provided on Internal Revenue Service ("IRS") Form W-8BEN (or successor
form) and any Financial Institution holding the note on behalf of the
beneficial owner makes the appropriate certifications on IRS Form W-8IMY
(or successor form) and files such form (together with any required
documentation, including, where applicable, a copy of the beneficial
owner's duly completed and executed IRS Form W-8BEN) with the withholding
agent and (ii) none of the persons receiving an IRS Form W-8BEN has
actual knowledge that the beneficial owner is a United States person.
Under current law, foreign partnerships holding notes may file IRS Form
W8-BEN with the withholding agent. However, for interest and disposition
proceeds paid with respect to a note after December 31, 2000, foreign
partnerships will generally be required to provide the withholding agent
with a duly completed and executed IRS Form W-8IMY (together with any
required documentation, including, where applicable, IRS Forms W-8BEN
duly completed and executed by the partners of such foreign
partnerships).
(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 (i) the gain is effectively connected with
the beneficial owner's trade or business in the United States or,
(ii) 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.
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 above, 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. In order to obtain the portfolio interest
exemption from withholding tax described in paragraph (a) above, such a holder
will be required to file with the withholding agent a duly completed and
executed IRS Form W-8ECI (or successor form). 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.
S-20
<PAGE>
Until December 31, 2000, non-United States persons may use the old IRS Forms
W-8 and 4224 instead of the new IRS Forms W-8BEN, W-8IMY and W-8ECI to secure
the exemption from withholding tax discussed above. Non-United States persons
should consult their tax advisors to determine whether to use the old or new IRS
forms in connection with the notes.
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 Statement requirement
described above is satisfied, provided 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 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 May 11, 2000 (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>
UNDERWRITER PRINCIPAL AMOUNT OF NOTES
----------- -------------------------
<S> <C>
Salomon Brothers International Limited*............... Y23,500,000,000
Nomura International plc.............................. 23,500,000,000
Deutsche Bank AG London............................... 500,000,000
Goldman Sachs International........................... 500,000,000
Kokusai Europe Limited................................ 500,000,000
Merrill Lynch International........................... 500,000,000
Tokyo-Mitsubishi International plc.................... 500,000,000
UBS AG, acting through its financial services group
UBS Warburg......................................... 500,000,000
-----------------------
Total........................................... Y50,000,000,000
=======================
</TABLE>
* The Nikko Securities Co., Ltd. and Citigroup Inc. have established a
series of business alliances in respect of Japan related activities.
Salomon Brothers International Limited is authorized to conduct Japan
related business under the name Nikko SalomonSmithBarney Europe.
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 99.884% and the
underwriting discounts and commissions are .1875%. The Underwriters will receive
underwriting discounts and commissions of Y93,750,000 in connection with sales
of the notes.
The Underwriters may allow, and dealers may reallow, a discount not in
excess of 99.884% 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 to list the notes on the Luxembourg Stock
Exchange.
In order to facilitate the offering of the notes, Salomon Brothers
International Limited ("Nikko SalomonSmithBarney Europe") 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. Nikko SalomonSmithBarney Europe may bid for
and purchase notes in the open market. Nikko SalomonSmithBarney Europe may
reclaim selling concessions allowed to an underwriter or dealer for distributing
notes in this offering if Nikko SalomonSmithBarney Europe 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. Nikko
SalomonSmithBarney Europe is not required to engage in these activities and may
end any of these activities at any time.
S-22
<PAGE>
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.
It is expected that delivery of the notes will be made against payment
therefor on or about May 23, 2000, which is the eighth business day following
the date hereof. Rule 15c6-1 of the SEC under the Exchange Act generally
requires trades in the secondary market to settle in three business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade notes on the date hereof will be required, by virtue of the
fact that the notes initially will settle eight business days after the date
hereof, to specify an alternate settlement cycle at the time of any such trade
to prevent a failed settlement. It is suggested that purchasers of notes who
wish to trade notes on the date hereof consult their own advisors.
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.
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. Deutsche Bank
Luxembourg S.A., 2 Boulevard Konrad Adenauer, L1115 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 Clearstream, Luxembourg Common
Code No. 011167543, International Security Identification Number (ISIN)
US892332AK39 and CUSIP No. 892332 AK 3.
PAYING AGENT
Deutsche Bank Luxembourg S.A., 2 Boulevard Konrad Adenauer, L1115 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
Deutsche Bank Luxembourg S.A., 2 Boulevard Konrad Adenauer, L1115
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 October 22, 1999
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
Exchange Agreement 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
S-24
<PAGE>
page S-29 of this prospectus supplement. Additionally, for so long as any notes
are outstanding, copies of the 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, 1999, except as disclosed in TMCC's Quarterly Report 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, Clearstream, Luxembourg
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
Clearstream, Luxembourg 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 Clearstream,
Luxembourg or Euroclear and DTC Participants holding securities will be effected
on a delivery-against-payment basis through relevant depositories of
Clearstream, Luxembourg and Euroclear (in that capacity) and as DTC
Participants.
Non-United States persons (as defined below) holding 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, Clearstream, Luxembourg 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 Clearstream,
Luxembourg 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 CLEARSTREAM, LUXEMBOURG AND/OR EUROCLEAR PARTICIPANTS. Secondary
market trading between Clearstream, Luxembourg Participants or Euroclear
Participants will be settled using the procedures applicable to conventional
eurobonds in same-day funds.
TRADING BETWEEN DTC SELLER AND CLEARSTREAM, LUXEMBOURG OR EUROCLEAR
PARTICIPANTS. When Global Securities are to be transferred from the account of a
DTC Participant to the account of a Clearstream, Luxembourg Participant or a
Euroclear Participant, the purchaser will send instructions to Clearstream,
Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or
Euroclear Participant at
S-26
<PAGE>
least one business day prior to settlement. Clearstream, Luxembourg 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 Clearstream, Luxembourg
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 Clearstream, Luxembourg or Euroclear cash debt will be valued instead as of
the actual settlement date.
Clearstream, Luxembourg 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 Clearstream, Luxembourg or
Euroclear. Under this approach, they may take on credit exposure to Clearstream,
Luxembourg or Euroclear until the Global Securities are credited to their
accounts one day later.
As an alternative, if Clearstream, Luxembourg or Euroclear has extended a
line of credit to them, Clearstream, Luxembourg 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, Clearstream, Luxembourg
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 Clearstream, Luxembourg 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 Clearstream, Luxembourg
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 CLEARSTREAM, LUXEMBOURG OR EUROCLEAR SELLER AND DTC PURCHASER.
Due to time zone differences in their favor, Clearstream, Luxembourg
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 Clearstream, Luxembourg or
Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant
at least one business day prior to settlement. In these cases, Clearstream,
Luxembourg 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 Clearstream,
Luxembourg Participant or Euroclear Participant the following day, and receipt
of the cash proceeds in the Clearstream, Luxembourg Participant's or Euroclear
Participant's account would be back-valued to the value date (which would be the
preceding day, when settlement
S-27
<PAGE>
occurred in New York). Should the Clearstream, Luxembourg 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 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 Clearstream, Luxembourg
Participant's or Euroclear Participant's account would instead be valued as of
the actual settlement date.
Finally, day traders that use Clearstream, Luxembourg or Euroclear and that
purchase Global Securities from DTC Participants for delivery to Clearstream,
Luxembourg 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 Clearstream, Luxembourg or Euroclear for one day
(until the purchase side of the day trade is reflected in their Clearstream,
Luxembourg 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 Clearstream, Luxembourg 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 Clearstream, Luxembourg
Participant or Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of Global Securities holding securities through
Clearstream, Luxembourg, Euroclear or DTC 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 United States 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-UNITED STATES PERSONS (FORM W-8BEN). Beneficial owners of
Global Securities that are non-United States persons can obtain a complete
exemption from the withholding tax by filing a signed Form W-8BEN. If the
information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within
30 days of such change.
EXEMPTION FOR NON-UNITED STATES PERSONS WITH EFFECTIVELY CONNECTED INCOME (FORM
W8-ECI). A non-United States person, including a non-United States 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 W8-ECI.
EXEMPTION FOR UNITED STATES PERSONS (FORM W-9). United States persons will be
subject to United States federal income tax as described under the heading
"United States Federal Taxation" above. However, United States persons can avoid
backup withholding tax by filing Form W-9.
U.S. FEDERAL INCOME TAX REPORTING PROCEDURE. The certificate owner of a Global
Security or the certificate owner's agent must submit the appropriate form
periodically to the person through whom it holds the certificate (the clearing
agency, in the case of persons holding directly on the books of the clearing
agency).
As used in the foregoing discussion, the terms "United States person" and
"non-United States person" have the meanings given under the heading "United
States Federal Taxation" above.
S-28
<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)
Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L1115 Luxembourg
(VISITING ADDRESS)
14 Boulevard F.D. Roosevelt
L2450 Luxembourg
LUXEMBOURG LISTING AGENT
Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L1115 Luxembourg
<TABLE>
<S> <C>
LEGAL ADVISOR TO
TOYOTA MOTOR CREDIT CORPORATION
(AS TO UNITED STATES LAW)
Alan F. Cohen, Esq.
General Counsel
Toyota Motor Credit Corporation
19001 South Western Avenue
LEGAL ADVISORS TO Torrance, California 90509
THE UNDERWRITERS
(AS TO UNITED STATES LAW)
O'Melveny & Myers LLP
400 South Hope Street, 15th Floor
Los Angeles, California 90071
</TABLE>
S-29
<PAGE>
PROSPECTUS
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
DEBT SECURITIES
------------------
By this prospectus, we may offer from time to time up to $4,621,060,000 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 JANUARY 12, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
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.......................... 4
Description of Debt Securities.............................. 5
Plan of Distribution........................................ 11
Legal Matters............................................... 12
Experts..................................................... 12
</TABLE>
2
<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
at 450 Fifth Street, N.W., Washington, D.C., and at the SEC's public reference
rooms in 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 the incorporated information.
We incorporate by reference the annual report on Form 10-K for the year
ended September 30, 1999 which was filed with the SEC under the Exchange Act of
1934.
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 the 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, California 90509; Attn: Treasury; telephone:
(310) 787-1310.
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<PAGE>
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>
FISCAL YEAR ENDED
SEPTEMBER 30,
----------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED
CHARGES(1)........................................ 1.24x 1.25x 1.31x 1.32x 1.42x
</TABLE>
- ------------------------
(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 September 30, 1999, TMCC has guaranteed
payments of principal and interest on $155.5 million principal amount of
bonds issued in connection with the manufacturing facilities of certain of
its affiliates. In addition, TMCC has authorized a guarantee of up to
$50 million in principal amount of the debt of a corporation partially owned
by TMCC, of which $40 million has been guaranteed as of September 30, 1999.
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.
4
<PAGE>
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 is 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
$17,100,000,000 aggregate principal amount of debt securities or its equivalent
in foreign 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 $12,478,940,000
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;
5
<PAGE>
- 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;
- 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 Depository 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.
6
<PAGE>
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
Depository, 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 Depository for the debt security to a
nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any nominee to a
successor of the Depository 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 depository 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 the
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
7
<PAGE>
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.
8
<PAGE>
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 on 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.
9
<PAGE>
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 that 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.
10
<PAGE>
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 of 1933, or
contribute to payments the underwriters or agents may be required to make.
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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, 1999, 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.
12
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Y50,000,000,000
[LOGO]
TOYOTA MOTOR CREDIT CORPORATION
0.625% NOTES DUE 2003
---------------
PROSPECTUS SUPPLEMENT
------------------
NIKKO SALOMONSMITHBARNEY EUROPE
NOMURA SECURITIES
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
KOKUSAI EUROPE LIMITED
MERRILL LYNCH INTERNATIONAL
TOKYO-MITSUBISHI INTERNATIONAL PLC
UBS WARBURG
May 11, 2000
- --------------------------------------------------------------------------------
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