<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 2000
REGISTRATION NO. 333-89659
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 95-3775816
(State of incorporation) (I.R.S. Employer
Identification Number)
</TABLE>
19001 SOUTH WESTERN AVENUE
TORRANCE, CALIFORNIA 90509
(310) 787-1310
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ALAN COHEN, ESQ.
GENERAL COUNSEL
TOYOTA MOTOR CREDIT CORPORATION
19001 SOUTH WESTERN AVENUE
TORRANCE, CALIFORNIA 90509
(310) 787-1310
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
DAVID J. JOHNSON, JR., ESQ.
DIANA HUNT RICHARDSON, ESQ.
O'MELVENY & MYERS LLP
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
(213) 430-6000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2)(3) PER UNIT(4) OFFERING PRICE(4) REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
Debt Securities........................... $4,621,060,000 100% $4,621,060,000 $1,202,000
</TABLE>
(1) In U.S. dollars or the equivalent thereof in one or more foreign currencies.
(2) Includes $121,060,000 aggregate principal amount of the registrant's debt
securities which were previously registered under its registration statement
on form S-3 (registration no. 333-60913) and remain unsold as of the date
hereof. As permitted by Rule 429 under the Securities Act of 1933, the
prospectus filed as part of this amendment no. 1 to the registration
statement on form S-3 will be used in connection with the offering of such
previously registered and unsold debt securities and the debt securities
covered hereby. The registration fee specified in the table has been
computed on the basis of $4,500,000,000 principal amount of debt securities
covered hereby ($278,000 of which was paid on October 25, 1999 with the
original filing of this registration statement for the registration of
$1,000,000,000 principal amount of debt securities), prior to including the
previously registered and unsold debt securities referred to above. The
requisite registration fees with respect to such previously registered and
unsold debt securities were paid upon the filing of the registration
statement on form S-3 (registration no. 333-60913).
(3) Plus such additional principal amount as may be necessary such that the
aggregate initial offering price of all debt securities, if any, issued with
original issue discount will equal their aggregate principal amount at
maturity.
(4) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 11, 2000
THIS INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
<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 , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE
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<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.
3
<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
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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
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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.
11
<PAGE>
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
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of this offering are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $1,202,000
Printing and engraving expenses............................. 30,000
Legal fees and expenses..................................... 150,000
Accounting fees and expenses................................ 50,000
Trustees fees............................................... 35,000
Miscellaneous............................................... 15,000
----------
Total....................................................... $1,482,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that such person is or
was an officer or director of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful.
TMCC's Bylaws authorize TMCC to indemnify its officers and directors to the
maximum extent permitted by the California Corporations Code. TMCC has entered
into indemnification agreements with its officers and directors to indemnify
such officers and directors to the maximum extent permitted by the California
Corporations Code.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1(a)(1) Indenture, dated as of August 1, 1991, between TMCC and The
Chase Manhattan Bank, N.A.
4.1(b)(2) First Supplemental Indenture, dated as of October 1, 1991,
among TMCC, Bankers Trust Company and The Chase Manhattan
Bank, N.A.
5.1 Opinions of Alan Cohen, Esq., General Counsel of TMCC, and
O'Melveny & Myers LLP.
12.1(3) Calculation of ratio of earnings to fixed charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Alan Cohen, Esq., General Counsel of TMCC
(included in Exhibit 5.1).
23.3 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
24.1(4) Power of Attorney.
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank.
25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Bankers Trust Company.
</TABLE>
- ------------------------
(1) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-52359.
(2) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-42854.
(3) Incorporated herein by reference to the same numbered exhibit filed with
TMCC's Annual Report on Form 10-K, File No. 1-9961, for the fiscal year
ended September 30, 1999.
(4) Previously filed.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act, unless the information required to be included in
such post-effective amendment is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act and incorporated
herein by reference;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the
II-2
<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bone fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Torrance, State of California, on the 11th day
of January, 2000.
<TABLE>
<S> <C> <C>
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ GEORGE E. BORST
-----------------------------------------
George E. Borst
SENIOR VICE PRESIDENT AND
GENERAL MANAGER
</TABLE>
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
the Registration Statement has been signed by the following persons in the
capacities indicated on the 11th day of January, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ GEORGE E. BORST
------------------------------------------- Senior Vice President, General Manager and
George E. Borst Director (principal executive officer)
NOBUKAZU TSURUMI*
------------------------------------------- Senior Vice President, Treasurer and Director
Nobukazu Tsurumi (principal financial officer)
GREGORY WILLIS*
------------------------------------------- Vice President-Finance and Administration
Gregory Willis (principal accounting officer)
JAMES PRESS*
------------------------------------------- Director
James Press
DOUGLAS WEST*
------------------------------------------- Director
Douglas West
ROBERT PITTS*
------------------------------------------- Director
Robert Pitts
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ GEORGE E. BORST
--------------------------------------
George E. Borst
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC and The
Chase Manhattan Bank, N.A.
4.1(b)(2) First Supplemental Indenture dated as of October 1, 1991
among TMCC, Bankers Trust Company and The Chase Manhattan
Bank, N.A.
5.1 Opinions of Alan Cohen, Esq., General Counsel of TMCC, and
O'Melveny & Myers LLP.
12.1(3) Calculation of ratio of earnings to fixed charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Alan Cohen, Esq., General Counsel of TMCC
(included in Exhibit 5.1).
23.3 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
24.1(4) Power of Attorney.
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank.
25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Bankers Trust Company.
</TABLE>
- ------------------------
(1) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-52359.
(2) Incorporated by reference to the same numbered exhibit filed with TMCC's
Registration Statement on Form S-3, File No. 33-42854.
(3) Incorporated herein by reference to the same numbered exhibit filed with
TMCC's Annual Report on Form 10-K, File No. 1-9961, for the fiscal year
ended September 30, 1999.
(4) Previously filed.
II-5
<PAGE>
APPENDIX
DESCRIPTION OF TOYOTA MOTOR CREDIT CORPORATION LOGO
The words "Toyota Motor Credit Corporation" are set forth in red block
capital letters and are surrounded by a red box. Next to the name of the
corporation, inside the box, are the initials "TMCC" in red block capital
letters surrounded by a red box.
II-6
<PAGE>
Exhibit 5.1
[TMCC Letterhead]
January 10, 2000
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Re: Debt Securities of
Toyota Motor Credit Corporation
-------------------------------
Ladies and Gentlemen:
You have requested my opinion in connection with the proposed issuance
and sale of $4,621,060,000 aggregate initial offering price of debt
securities (the "Debt Securities") pursuant to an Indenture, dated as of
August 1, 1991, as amended and supplemented by the first supplemental
indenture, dated as of October 1, 1991, among Toyota Motor Credit Corporation
(the "Company"), Bankers Trust Company and The Chase Manhattan Bank, N.A., as
Trustees, (collectively, the "Indenture") under which the Debt Securities are
to be issued.
The Debt Securities, when executed and authenticated in accordance with
the terms of the Indenture and delivered to and paid for by the purchasers
thereof, will be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally (including without
limitation, fraudulent conveyance laws).
Please be advised that enforceability of the Debt Securities and the
Indenture is subject to the effect of general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a proceeding in equity
or at law.
<PAGE>
Toyota Motor Credit Corporation
Page 2
This opinion is limited to the federal law of the United States of
America and the laws of the State of California. I disclaim any opinion as
to any statute, rule, regulation, ordinance, order or other promulgation of
any regional or local governmental body. I have relied upon the opinion dated
January 10, 2000 of O'Melveny & Myers, attached hereto as Exhibit A, with
respect to all matters of New York law that may have a bearing on the
opinions set forth herein. I have not made an independent investigation of
the matters of New York law covered in that opinion.
This opinion is furnished by me solely for your benefit and may not be
relied upon, quoted from, or delivered to any other person without my express
written consent; however, I consent to the filing of this opinion as an
exhibit to the Registration Statement being filed with the Securities and
Exchange Commission in connection with the registration of the Debt
Securities and to the reference to me under the heading "Legal Matters" in
the Prospectus included in such Registration Statement, without admitting
that I am an "expert" within the meaning of the Securities Act of 1933, as
amended, or the rules or regulations of the Commission thereunder, with
respect to any part of the Registration Statement, including this exhibit.
Respectfully submitted,
/s/ Alan Cohen
--------------------------------
Alan Cohen
General Counsel
Toyota Motor Credit Corporation
<PAGE>
EXHIBIT A
January 10, 2000
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
RE: TOYOTA MOTOR CREDIT CORPORATION
REGISTRATION STATEMENT ON FORM S-3
REGISTRATION NO. 333-89659
----------------------------------
Ladies and Gentlemen
You have requested our opinion in connection with the proposed issuance
and sale of up to $4,621,060,000 aggregate initial offering price of debt
securities (the "Debt Securities") to be issued pursuant to the Indenture,
dated as of August 1, 1991, as amended and supplemented by the First
Supplemental Indenture, dated as of October 1, 1991, among Toyota Motor
Credit Corporation (the "Company"), Bankers Trust Company and The Chase
Manhattan Bank, as Trustees (collectively, the "Indenture").
Assuming the Debt Securities have been duly and validly authorized by
all necessary action on the part of the Company, such Debt Securities, when
executed and authenticated in accordance with the terms of the Indenture and
delivered to and paid for by the purchasers thereof, will be legally valid
and binding obligations of the Company, enforceable against the Company, in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and the application of general principles of
equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability
of specific performance or injunctive relief, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We consent to the filing of this opinion as an exhibit to the
Registration Statement filed with the Securities and Exchange Commission (the
"Commission"), to the reference to this firm under the heading "Legal
Matters" in the Prospectus and to your reliance on this opinion in connection
with your opinion filed as an exhibit to the Registration Statement and your
opinion of even date herewith to be delivered to Bankers Trust Company,
without admitting that we are "experts" within the meaning of the Securities
Act of 1933, as amended, or the rules or
<PAGE>
Toyota Motor Credit Corporation, January 10, 2000 - Page 2
regulations of the Commission thereunder, with respect to any part of the
Registration Statement, including this exhibit.
This opinion is limited to the laws of the State of New York and may not
be relied upon, quoted from or delivered to any person without our express
written consent. We express no opinion herein as to the laws of any other
jurisdiction and no opinion regarding the statutes, administrative decisions,
rules, regulations or requirements of any county, municipality, subdivision
or local authority of any jurisdiction.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (No. 333-89659)
of our report dated October 29, 1999 appearing on page 30 of Toyota Motor
Credit Corporation's Annual Report on Form 10-K for the year ended September 30,
1999. We also consent to the references to us under the heading "Experts" in
such Prospectus.
PricewaterhouseCoopers LLP
Los Angeles, California
January 11, 2000
<PAGE>
EXHIBIT 25.1
------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
----------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
----------------------------------------
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of obligor as specified in its charter)
CALIFORNIA 95-375816
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
19001 SOUTH WESTERN AVENUE,
TORRANCE, CALIFORNIA 90509
(Address of principal executive offices) (Zip Code)
------------------------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
- -------------------------------------------------------------------------------
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
From T-1 filed in connection with Registration Statement No. 333-76439, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act (see Exhibit 6 to From T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14,
1996, in connection with the merger of Chemical Bank and The Chase Manhattan
Bank (National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 11th
day of January 2000.
THE CHASE MANHATTAN BANK
By /s/ W.B. Dodge
--------------------------
W.B. Dodge
Vice President
-3-
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................... $ 13,119
Interest-bearing balances .............................. 6,761
Securities: ...............................................
Held to maturity securities ............................... 892
Available for sale securities ............................. 42,965
Federal funds sold and securities purchased under
agreements to resell ................................... 32,277
Loans and lease financing receivables:
Loans and leases, net of unearned income ..... $130,602
Less: Allowance for loan and lease losses .... 2,551
Less: Allocated transfer risk reserve ........ 0
Loans and leases, net of unearned income, --------
allowance, and reserve ............................. 128,051
Trading Assets ............................................ 41,426
Premises and fixed assets (including capitalized
leases) ................................................ 3,190
Other real estate owned ................................... 28
Investments in unconsolidated subsidiaries and
associated companies ................................... 182
Customers' liability to this bank on acceptances
outstanding ............................................ 901
Intangible assets ......................................... 2,010
Other assets .............................................. 14,567
--------
TOTAL ASSETS .............................................. $286,369
</TABLE>
-1-
<PAGE> LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices........................................................ $101,979
Noninterest-bearing........................................................ $ 42,241
Interest-bearing........................................................... 59,738
--------
In foreign offices, Edge and Agreement subsidiaries and IBF's.............. 76,395
Noninterest-bearing........................................................ $ 4,645
Interest-bearing........................................................... 71,750
Federal funds purchased and securities sold under agreements to repurchase..... 36,604
Demand notes issued to the U.S. Treasury....................................... 1,001
Trading liabilities............................................................ 30,287
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less.............................. 3,606
With a remaining maturity of more than one year............................
With a remaining maturity through three years.............................. 14
With a remaining maturity of more than three years......................... 91
Bank's liability on acceptances executed and outstanding....................... 901
Subordinated notes and debentures.............................................. 5,427
Other liabilities.............................................................. 11,247
TOTAL LIABILITIES.............................................................. 267,552
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus.................................. 0
Common Stock................................................................... 1,211
Surplus (exclude all surplus related to preferred stock)....................... 11,016
Undivided profits and capital reserves......................................... 7,317
Net unrealized holding gains (losses) on available-for-sale securities......... (743)
Accumulated net gains (losses) on cash flow hedges............................. 0
Cumulative foreign currency translation adjustments............................ 16
TOTAL EQUITY CAPITAL........................................................... 18,817
--------
TOTAL LIABILITIES AND EQUITY CAPITAL........................................... $286,369
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and
correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR.) DIRECTORS
FRANK A. BENNACK, JR. )
-2-
<PAGE>
EXHIBIT 25.2
- -----------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2)
------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
------------------------------------------------------
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-3775816
(State or other jurisdiction or organization) (IRS Employer
Identification no.)
19001 SOUTH WESTERN AVENUE
TORRANCE, CA 90509
(310) 787-1310
(Address, including zip code and telephone
of principal executive offices)
(Title of the indenture securities)
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of
Bankers Trust Company dated August 6, 1998,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
September 25, 1998, and Certificate of
Amendment of the Organization Certificate of
Bankers Trust Company dated December 16,
1998, copies attached.
EXHIBIT 2 - Certificate of Authority to commence
business - Incorporated herein by reference
to Exhibit 2 filed with Form T-1 Statement,
Registration No.
33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers Incorporated herein
by reference to Exhibit 2 filed with Form
T-1 Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company,
as amended on June 22, 1999. Copy attached.
-2-
<PAGE>
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company
required by Section 321(b) of the Act.
Incorporated herein by reference to Exhibit
4 filed with Form T-1 Statement,
Registration No. 22-18864.
EXHIBIT 7 - The latest report of condition of Bankers
Trust Company dated as of June 30,
1999. Copy attached.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New
York, on this 21st day of December, 1999
BANKERS TRUST COMPANY
By: /s/ Marc J. Parilla
-------------------------------
Marc J. Parilla
Assistant Vice President
-4-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on this 21st day
of December, 1999.
BANKERS TRUST COMPANY
By: /s/ Marc J. Parilla
-------------------------------
Marc J. Parilla
Assistant Vice President
-5-
<PAGE>
STATE OF NEW YORK,
BANKING DEPARTMENT
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER
SECTION 8005 OF THE BANKING LAW," dated September 16, 1998, providing for an
increase in authorized capital stock from $3,001,666,670 consisting of
200,166,667 shares with a par value of $10 each designated as Common Stock
and 1,000 shares with a par value of $1,000,000 each designated as Series
Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par
value of $10 each designated as Common Stock and 1,500 shares with a par
value of $1,000,000 each designated as Series Preferred Stock.
WITNESS, MY HAND AND OFFICIAL SEAL OF THE BANKING DEPARTMENT AT THE CITY OF
NEW YORK,
THIS 25TH DAY OF SEPTEMBER IN THE YEAR OF OUR LORD ONE THOUSAND
NINE HUNDRED AND NINETY-EIGHT.
MANUEL KURSKY
------------------------------
DEPUTY SUPERINTENDENT OF BANKS
<PAGE>
RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY
----------------------------
Under Section 8007
Of the Banking Law
----------------------------
Bankers Trust Company
130 Liberty Street
New York, N.Y. 10006
Counterpart Filed in the Office of the Superintendent of Banks,
State of New York, August 31, 1998
<PAGE>
RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
Under Section 8007 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary and a Vice President and an
Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of the corporation was filed by
the Superintendent of Banks of the State of New York on the March 5, 1903.
3. The text of the organization certificate, as amended
heretofore, is hereby restated without further amendment or change to read as
herein set forth in full, to wit:
"Certificate of Organization
of
Bankers Trust Company
Know All Men By These Presents That we, the undersigned, James A.
Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth,
A. Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William
H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward
F. C. Young, all being persons of full age and citizens of the United States,
and a majority of us being residents of the State of New York, desiring to
form a corporation to be known as a Trust Company, do hereby associate
ourselves together for that purpose under and pursuant to the laws of the
State of New York, and for such purpose we do hereby, under our respective
hands and seals, execute and duly acknowledge this Organization Certificate
in duplicate, and hereby specifically state as follows, to wit:
I. The name by which the said corporation shall be known is
Bankers Trust Company.
II. The place where its business is to be transacted is the
City of New York, in the State of New York.
III. Capital Stock: The amount of capital stock which the
corporation is hereafter to have is Three Billion One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided
into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (200,166,667) shares with a par value of $10 each designated as
Common Stock and 1,000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock.
(a) COMMON STOCK
<PAGE>
1. Dividends: Subject to all of the rights of the Series
Preferred Stock, dividends may be declared and paid or set apart for payment
upon the Common Stock out of any assets or funds of the corporation legally
available for the payment of dividends.
2. Voting Rights: Except as otherwise expressly provided with
respect to the Series Preferred Stock or with respect to any series of the
Series Preferred Stock, the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes, each holder of
the Common Stock being entitled to one vote for each share thereof held.
3. Liquidation: Upon any liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, and after the
holders of the Series Preferred Stock of each series shall have been paid in
full the amounts to which they respectively shall be entitled, or a sum
sufficient for the payment in full set aside, the remaining net assets of the
corporation shall be distributed pro rata to the holders of the Common Stock
in accordance with their respective rights and interests, to the exclusion of
the holders of the Series Preferred Stock.
4. Preemptive Rights: No holder of Common Stock of the
corporation shall be entitled, as such, as a matter of right, to subscribe
for or purchase any part of any new or additional issue of stock of any class
or series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series
whatsoever, whether now or hereafter authorized, and whether issued for cash
or other consideration, or by way of dividend or other distribution.
(b) SERIES PREFERRED STOCK
1. Board Authority: The Series Preferred Stock may be issued
from time to time by the Board of Directors as herein provided in one or more
series. The designations, relative rights, preferences and limitations of the
Series Preferred Stock, and particularly of the shares of each series
thereof, may, to the extent permitted by law, be similar to or may differ
from those of any other series. The Board of Directors of the corporation is
hereby expressly granted authority, subject to the provisions of this Article
III, to issue from time to time Series Preferred Stock in one or more series
and to fix from time to time before issuance thereof, by filing a certificate
pursuant to the Banking Law, the number of shares in each such series of such
class and all designations, relative rights (including the right, to the
extent permitted by law, to convert into shares of any class or into shares
of any series of any class), preferences and limitations of the shares in
each such series, including, buy without limiting the generality of the
foregoing, the following:
(i) The number of shares to constitute such series
(which number may at any time, or from time to time, be increased or
decreased by the Board of Directors, notwithstanding that shares of
the series may be outstanding at the time of such increase or
decrease, unless the Board of Directors shall have otherwise
provided in creating such series) and the distinctive designation
thereof;
(ii) The dividend rate on the shares of such series,
whether or not dividends on the shares of such series shall be
cumulative, and the date or dates, if any, from which dividends
thereon shall be cumulative;
(iii) Whether or not the share of such series shall be
redeemable, and, if redeemable, the date or dates upon or after
which they shall be redeemable, the amount or amounts per share
(which shall be, in the case of each share, not less than its
preference upon involuntary liquidation, plus an amount equal to all
dividends thereon accrued and unpaid, whether or not earned or
declared) payable thereon in the case of the redemption
<PAGE>
thereof, which amount may vary at different redemption dates or
otherwise as permitted by law;
(iv) The right, if any, of holders of shares of such
series to convert the same into, or exchange the same for, Common
Stock or other stock as permitted by law, and the terms and
conditions of such conversion or exchange, as well as provisions for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(v) The amount per share payable on the shares of such
series upon the voluntary and involuntary liquidation, dissolution
or winding up of the corporation;
(vi) Whether the holders of shares of such series shall
have voting power, full or limited, in addition to the voting powers
provided by law and, in case additional voting powers are accorded,
to fix the extent thereof; and
(vii) Generally to fix the other rights and privileges
and any qualifications, limitations or restrictions of such rights
and privileges of such series, provided, however, that no such
rights, privileges, qualifications, limitations or restrictions
shall be in conflict with the organization certificate of the
corporation or with the resolution or resolutions adopted by the
Board of Directors providing for the issue of any series of which
there are shares outstanding.
All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Series Preferred Stock of all series shall be of equal
rank and shall be identical in all respects except that to the extent not
otherwise limited in this Article III any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (I) to
(vii) inclusive above.
2. Dividends: Dividends on the outstanding Series Preferred
Stock of each series shall be declared and paid or set apart for payment
before any dividends shall be declared and paid or set apart for payment on
the Common Stock with respect to the same quarterly dividend period.
Dividends on any shares of Series Preferred Stock shall be cumulative only if
and to the extent set forth in a certificate filed pursuant to law. After
dividends on all shares of Series Preferred Stock (including cumulative
dividends if and to the extend any such shares shall be entitled thereto)
shall have been declared and paid or set apart for payment with respect to
any quarterly dividend period, then and not otherwise so long as any shares
of Series Preferred Stock shall remain outstanding, dividends may be declared
and paid or set apart for payment with respect to the same quarterly dividend
period on the Common Stock out the assets or funds of the corporation legally
available therefor.
All Shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not
the rates of dividends to which the same shall be entitled shall be the same
and when the stated dividends are not paid in full, the shares of all series
of the Series Preferred Stock shall share ratably in the payment thereof in
accordance with the sums which would by payable on such shares if all
dividends were paid in full, provided, however, that nay two or more series
of the Series Preferred Stock may differ from each other as to the existence
and extent of the right to cumulative dividends, as aforesaid.
3. Voting Rights: Except as otherwise specifically provided in
the certificate filed pursuant to law with respect to any series of the
Series Preferred Stock, or as otherwise provided by law, the Series Preferred
Stock shall not have any right to vote for the election of directors or for
any other purpose and the Common Stock shall have the exclusive right to vote
for the election of directors and for all other purposes.
<PAGE>
4. Liquidation: In the event of any liquidation, dissolution
or winding up of the corporation, whether voluntary or involuntary, each
series of Series Preferred Stock shall have preference and priority over the
Common Stock for payment of the amount to which each outstanding series of
Series Preferred Stock shall be entitled in accordance with the provisions
thereof and each holder of Series Preferred Stock shall be entitled to be
paid in full such amount, or have a sum sufficient for the payment in full
set aside, before any payments shall be made to the holders of the Common
Stock. If, upon liquidation, dissolution or winding up of the corporation,
the assets of the corporation or proceeds thereof, distributable among the
holders of the shares of all series of the Series Preferred Stock shall be
insufficient to pay in full the preferential amount aforesaid, then such
assets, or the proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would be payable if
all amounts payable thereon were paid in full. After the payment to the
holders of Series Preferred Stock of all such amounts to which they are
entitled, as above provided, the remaining assets and funds of the
corporation shall be divided and paid to the holders of the Common Stock.
5. Redemption: In the event that the Series Preferred Stock of
any series shall be made redeemable as provided in clause (iii) of paragraph
1 of section (b) of this Article III, the corporation, at the option of the
Board of Directors, may redeem at any time or times, and from time to time,
all or any part of any one or more series of Series Preferred Stock
outstanding by paying for each share the then applicable redemption price
fixed by the Board of Directors as provided herein, plus an amount equal to
accrued and unpaid dividends to the date fixed for redemption, upon such
notice and terms as may be specifically provided in the certificate filed
pursuant to law with respect to the series.
6. Preemptive Rights: No holder of Series Preferred Stock of
the corporation shall be entitled, as such, as a matter or right, to
subscribe for or purchase any part of any new or additional issue of stock of
any class or series whatsoever, any rights or options to purchase stock of
any class or series whatsoever, or any securities convertible into,
exchangeable for or carrying rights or options to purchase stock of any class
or series whatsoever, whether now or hereafter authorized, and whether issued
for cash or other consideration, or by way of dividend.
(c) PROVISIONS RELATING TO FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES A. (LIQUIDATION VALUE $1,000,000 PER SHARE.)
1. Designation: The distinctive designation of the series
established hereby shall be "Floating Rate Non-Cumulative Preferred Stock,
Series A" (hereinafter called "Series A Preferred Stock").
2. Number: The number of shares of Series A Preferred Stock
shall initially be 250 shares. Shares of Series A Preferred Stock redeemed,
purchased or otherwise acquired by the corporation shall be cancelled and
shall revert to authorized but unissued Series Preferred Stock undesignated
as to series.
3. Dividends:
(a) Dividend Payments Dates. Holders of the Series A Preferred
Stock shall be entitled to receive non-cumulative cash dividends when, as and
if declared by the Board of Directors of the corporation, out of funds
legally available therefor, from the date of original issuance of such shares
(the "Issue Date") and such dividends will be payable on March 28, June 28,
September 28 and December 28 of each year (:Dividend Payment Date")
commencing September 28, 1990, at a rate per annum as determined in paragraph
3(b) below. The period beginning on the Issue Date and ending on the day
preceding the firs Dividend Payment Date and each successive period beginning
on a Dividend Payment Date and ending on the date preceding the next
succeeding Dividend Payment Date is herein called a "Dividend Period". If any
Dividend
<PAGE>
payment Date shall be, in The City of New York, a Sunday or a legal holiday
or a day on which banking institutions are authorized by law to close, then
payment will be postponed to the next succeeding business day with the same
force and effect as if made on the Dividend Payment Date, and no interest
shall accrue for such Dividend Period after such Dividend Payment Date.
(b) Dividend Rate. The dividend rare from time to time payable
in respect of Series A Preferred Stock (the "Dividend Rate") shall be
determined on the basis of the following provisions:
(i) On the Dividend Determination Date, LIBOR will be determined
on the basis of the offered rates for deposits in U.S. dollars having a
maturity of three months commencing on the second London Business Day
immediately following such Dividend Determination Date, as such rates appear
on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such
Dividend Determination Date. If at least two such offered rates appear on the
Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination
Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a
percent, with five one-thousandths of a percent rounded upwards) of such
offered rates. If fewer than those offered rates appear, LIBOR in respect of
such Dividend Determination Date will be determined as described in paragraph
(ii) below.
(ii) On any Dividend Determination Date on which fewer than those
offered rates for the applicable maturity appear on the Reuters Screen LIBO
Page as specified in paragraph (I) above, LIBOR will be determined on the
basis of the rates at which deposits in U.S. dollars having a maturity of
three months commending on the second London Business Day immediately
following such Dividend Determination Date and in a principal amount of not
less than $1,000,000 that is representative of a single transaction in such
market at such time are offered by three major banks in the London interbank
market selected by the corporation at approximately 11:00 A.M., London time,
on such Dividend Determination Date to prime banks in the London market. The
corporation will request the principal London office of each of such banks to
provide a quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of such Dividend Determination Date will be the
arithmetic mean (rounded to the nearest one-hundredth of a percent, with five
one-thousandths of a percent rounded upwards) of such quotations. If fewer
than two quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of the rates quoted by three major banks in New York City selected
by the corporation at approximately 11:00 A.M., New York City time, on such
Dividend Determination Date for loans in U.S. dollars to leading European
banks having a maturity of three months commencing on the second London
Business Day immediately following such Dividend Determination Date and in a
principal amount of not less than $1,000,000 that is representative of a
single transaction in such market at such time; provided, however, that if
the banks selected as aforesaid by the corporation are not quoting as
aforementioned in this sentence, then, with respect to such Dividend Period,
LIBOR for the preceding Dividend Period will be continued as LIBOR for such
Dividend Period.
(ii) The Dividend Rate for any Dividend Period shall be equal to
the lower of 18% of 50 basis points above LIBOR for such Dividend Period as
LIBOR is determined by sections (I) or (ii) above.
As used above, the term "Dividend Determination Date" shall mean, with resect to
any Dividend Period, the second London Business Day prior to the commencement of
such Dividend Period; and the term "London Business Day" shall mean any day that
is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions generally are authorized or required by law or executive
order to close and that is a day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.
<PAGE>
4. Voting Rights: The holders of the Series A Preferred Stock
shall have the voting power and rights set forth in this paragraph 4 and
shall have no other voting power or rights except as otherwise may from time
to time be required by law.
So long as any shares of Series A Preferred Stock remain
outstanding, the corporation shall not, without the affirmative vote or
consent of the holders of at least a majority of the votes of the Series
Preferred Stock entitled to vote outstanding at the time, given in person or
by proxy, either in writing or by resolution adopted at a meeting at which
the holders of Series A Preferred Stock (alone or together with the holders
of one or more other series of Series Preferred Stock at the time outstanding
and entitled to vote) vote separately as a class, alter the provisions of the
Series Preferred Stock so as to materially adversely affect its rights;
provided, however, that in the event any such materially adverse alteration
affects the rights of only the Series A Preferred Stock, then the alteration
may be effected with the vote or consent of at least a majority of the votes
of the Series A Preferred Stock; provided, further, that an increase in the
amount of the authorized Series Preferred Stock and/or the creation and/or
issuance of other series of Series Preferred Stock in accordance with the
organization certificate shall not be, nor be deemed to be, materially
adverse alterations. In connection with the exercise of the voting rights
contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have one vote for each share of stock held and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted to them.
The foregoing voting provisions will not apply if, in connection
with the matters specified, provision is made for the redemption or
retirement of all outstanding Series A Preferred Stock.
5. Liquidation: Subject to the provisions of section (b) of this
Article III, upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the holders of the Series A
Preferred Stock shall have preference and priority over the Common Stock for
payment out of the assets of the corporation or proceeds thereof, whether
from capital or surplus, of $1,000,000 per share (the "liquidation value")
together with the amount of all dividends accrued and unpaid thereon, and
after such payment the holders of Series A Preferred Stock shall be entitled
to no other payments.
6. Redemption: Subject to the provisions of section (b) of this
Article III, Series A Preferred Stock may be redeemed, at the option of the
corporation in whole or part, at any time or from time to time at a
redemption price of $1,000,000 per share, in each case plus accrued and
unpaid dividends to the date of redemption.
At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized
but unissued shares of Series Preferred Stock.
In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed
in the following manner: a notice specifying the shares to be redeemed and
the time and place or redemption (and, if less than the total outstanding
shares are to be redeemed, specifying the certificate numbers and number of
shares to be redeemed) shall be mailed by first class mail, addressed to the
holders of record of the Series A Preferred Stock to be redeemed at their
respective addressees as the same shall appear upon the books of the
corporation, not more than sixty (60) days and not less than thirty (30) days
previous to the date fixed for redemption. In the event such notice is not
given to any shareholder such failure to give notice shall not affect the
notice given to other shareholders. If less than the whole amount of
outstanding Series A Preferred Stock is to be redeemed, the shares to be
redeemed shall be selected by lot or pro rata in any manner determined by
resolution of the Board
<PAGE>
of Directors to b fair and proper. From and after the date fixed in any such
notice as the date of redemption (unless default shall be made by the
corporation in providing moneys at the time and place of redemption for the
payment of the redemption price) all dividends upon the Series A Preferred
Stock so called for redemption shall cease to accrue, and all rights of the
holders of said Series A Preferred Stock as stockholders in the corporation,
except the right to receive the redemption price (without interest) upon
surrender of the certificate representing the Series A Preferred Stock so
called for redemption, duly endorsed for transfer, if required, shall cease
and terminate. The corporation's obligation to provide moneys in accordance
with the preceding sentence shall be deemed fulfilled if, on or before the
redemption date, the corporation shall deposit with a bank or trust company
(which may e an affiliate of the corporation) having an office in the Borough
of Manhattan, City of New York, having a capital and surplus of at least
$5,000,000 funds necessary for such redemption, in trust with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series A Preferred Stock so called for redemption. Any interest accrued on
such funds shall be paid to the corporation from time to time. Any funds so
deposited and unclaimed at the end of two (2) years from such redemption date
shall be released or repaid to the corporation, after which the holders of
such shares of Series A Preferred Stock so called for redemption shall look
only to the corporation for payment of the redemption price.
IV. The name, residence and post office address of each member of
the corporation are as follows:
<TABLE>
<CAPTION>
NAME RESIDENCE POST OFFICE ADDRESS
<S> <C> <C>
James A. Blair 9 West 50th Street, 33 Wall Street,
Manhattan, New York City Manhattan, New York City
James G. Cannon 72 East 54th Street, 14 Nassau Street,
Manhattan New York City Manhattan, New York City
E. C. Converse 3 East 78th Street, 139 Broadway,
Manhattan, New York City Manhattan, New York City
Henry P. Davison Englewood, 2 Wall Street,
New Jersey Manhattan, New York City
Granville W. Garth 160 West 57th Street, 33 Wall Street
Manhattan, New York City Manhattan, New York City
A. Barton Hepburn 205 West 57th Street 83 Cedar Street
Manhattan, New York City Manhattan, New York City
William Logan Montclair, 13 Nassau Street
New Jersey Manhattan, New York City
George W. Perkins Riverdale, 23 Wall Street,
New York Manhattan, New York City
William H. Porter 56 East 67th Street 270 Broadway,
Manhattan, New York City Manhattan, New York City
John F. Thompson Newark, 143 Liberty Street,
New Jersey Manhattan, New York City
Albert H. Wiggin 42 West 49th Street, 214 Broadway,
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Manhattan, New York City Manhattan, New York City
Samuel Woolverton Mount Vernon, 34 Wall Street,
New York Manhattan, New York City
Edward F.C. Young 85 Glenwood Avenue, 1 Exchange Place,
Jersey City, New Jersey Jersey City, New Jersey
</TABLE>
V. The existence of the corporation shall be perpetual.
VI. The subscribers, the members of the said corporation, do, and
each for himself does, hereby declare that he will accept the
responsibilities and faithfully discharge the duties of a director therein,
if elected to act as such, when authorized accordance with the provisions of
the Banking Law of the State of New York.
VII. The number of directors of the corporation shall not be less
that 10 nor more than 25."
4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.
IN WITNESS WHEREOF, we have made and subscribed this certificate
this 6th day of August, 1998.
IN WITNESS WHEREOF, we have made and subscribed this certificate
this 6th day of August, 1998.
JAMES T. BYRNE, JR.
---------------------------------------
James T. Byrne, Jr.
MANAGING DIRECTOR AND SECRETARY
LEA LAHTINEN
---------------------------------------
Lea Lahtinen
VICE PRESIDENT AND ASSISTANT SECRETARY
<PAGE>
State of New York )
) ss:
County of New York )
Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.
LEA LAHTINEN
---------------------------------------
Lea Lahtinen
Sworn to before me this
6th day of August, 1998.
SANDRA L. WEST
- ----------------------------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE>
STATE OF NEW YORK,
BANKING DEPARTMENT
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8007 OF THE BANKING LAW,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.
WITNESS, MY HAND AND OFFICIAL SEAL OF THE BANKING DEPARTMENT AT THE CITY OF NEW
YORK,
THIS 31ST DAY OF AUGUST IN THE YEAR OF OUR LORD ONE
THOUSAND NINE HUNDRED AND NINETY-EIGHT.
MANUEL KURSKY
---------------------------------------
DEPUTY SUPERINTENDENT OF BANKS
CERTIFICATE OF AMENDMENT
<PAGE>
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and Secretary and a Vice President and an Assistant
Secretary of Bankers Trust Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation
shall have authority to issue and to increase the amount of its authorized
capital stock in conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(200,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (200,166,667) shares with a par value of $10 each
designated as Common Stock and 1500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
<PAGE>
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all
outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate
this 25th day of September, 1998
JAMES T. BYRNE, JR.
---------------------------------------
James T. Byrne, Jr.
Managing Director and Secretary
LEA LAHTINEN
---------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the
corporation described in the foregoing certificate; that she has read the
foregoing certificate and knows the contents thereof, and that the statements
herein contained are true.
LEA LAHTINEN
---------------------------------------
Lea Lahtinen
Sworn to before me this 25th day
of September, 1998
SANDRA L. WEST
- -----------------------------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000
<PAGE>
STATE OF NEW YORK,
BANKING DEPARTMENT
I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.
WITNESS, MY HAND AND OFFICIAL SEAL OF THE BANKING DEPARTMENT AT THE CITY OF
NEW YORK,
THIS 18TH DAY OF DECEMBER IN THE YEAR OF OUR LORD ONE
THOUSAND NINE HUNDRED AND NINETY-EIGHT.
P. VINCENT CONLON
---------------------------------------
DEPUTY SUPERINTENDENT OF BANKS
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and Secretary and a Vice President and an Assistant
Secretary of Bankers Trust Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation
shall have authority to issue and to increase the amount of its authorized
capital stock in conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (200,166,667) shares with a par value of $10 each
designated as Common Stock and 1500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided
into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight
Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each
designated as Common Stock and 1500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
<PAGE>
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all
outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate
this 16th day of December, 1998
JAMES T. BYRNE, JR.
---------------------------------------
James T. Byrne, Jr.
Managing Director and Secretary
LEA LAHTINEN
---------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the
corporation described in the foregoing certificate; that she has read the
foregoing certificate and knows the contents thereof, and that the statements
herein contained are true.
LEA LAHTINEN
---------------------------------------
Lea Lahtinen
Sworn to before me this 16th day
of December, 1998
SANDRA L. WEST
- ----------------------------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000
<PAGE>
BY-LAWS
JUNE 22, 1999
BANKERS TRUST CORPORATION
(INCORPORATED UNDER THE NEW YORK BUSINESS CORPORATION LAW)
<PAGE>
1
BANKERS TRUST CORPORATION
-----------------------------------------------
BY-LAWS
-----------------------------------------------
ARTICLE I
SHAREHOLDERS
SECTION 1.01 ANNUAL MEETINGS. The annual meetings of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday in April
of each year, if not a legal holiday, and if a legal holiday then on the next
succeeding business day, at such hour as shall be designated by the Board of
Directors. If no other hour shall be so designated such meeting shall be held
at 3 P.M.
SECTION 1.02 SPECIAL MEETINGS. Special meetings of the shareholders, except
those regulated otherwise by statute, may be called at any time by the Board
of Directors, or by any person or committee expressly so authorized by the
Board of Directors and by no other person or persons.
SECTION 1.03 PLACE OF MEETINGS. Meetings of shareholders shall be held at
such place within or without the State of New York as shall be determined
from time to time by the Board of Directors or, in the case of special
meetings, by such person or persons as may be authorized to call a meeting.
The place in which each meeting is to be held shall be specified in the
notice of such meeting.
SECTION 1.04 NOTICE OF MEETINGS. A copy of the written notice of the place,
date and hour of each meeting of shareholders shall be given personally or by
mail, not less than ten nor more than fifty days before the date of the
meeting, to each shareholder entitled to vote at such meeting. Notice of a
special meeting shall indicate that it is being issued by or at the direction
of the person or persons calling the meeting and shall also state the purpose
or purposes for which the meeting is called. Notice of any meeting at which
is proposed to take action which would entitle shareholders to receive
payment for their shares pursuant to statutory provisions must include a
statement of that purpose and to that effect. If mailed, such notices of the
annual and each special meeting are given when deposited in the United States
mail, postage prepaid, directed to the shareholder at his address as it
appears in the record of shareholders unless he shall have filed with the
Secretary of the corporation a written request that notices intended for him
shall be mailed to some other address, in which case it shall be directed to
him at such other address.
SECTION 1.05 RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a
date as the record date for any such determination of shareholders. Such date
shall not be more than fifty nor less than ten days before the date of such
meeting, nor more than fifty days prior to any other action.
<PAGE>
SECTION 1.06 QUORUM. The presence, in person or by proxy, of the holders of a
majority of the shares entitled to vote thereat shall constitute a quorum at
a meeting of shareholders for the transaction of business, except as
otherwise provided by statute, by the Certificate of Incorporation or by the
By-Laws. The shareholders present in person or by proxy and entitled to vote
at any meeting, despite the absence of a quorum, shall have power to adjourn
the meeting from time to time, to a designated time and place, without notice
other than by announcement at the meeting, and at any adjourned meeting any
business may be transacted that might have been transacted on the original
date of the meeting. However, if after the adjournment the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record on the new record date
entitled to notice.
SECTION 1.07 NOTICE OF SHAREHOLDER BUSINESS AT ANNUAL MEETING. At an annual
meeting of shareholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the corporation who complies with the
notice procedures set forth in this Section 1.07. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation.
To be timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation not less than
thirty days nor more than fifty days prior to the meeting; PROVIDED, HOWEVER,
that in the event that less than forty days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be received not later than the
close of business on the tenth day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure was made.
A shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (b) the
name and address, as they appear on the corporation's books, of the
shareholder proposing such business, (c) the class and number of shares of
the corporation which are beneficially owned by the shareholder and (d) any
material interest of the shareholder in such business. Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at
an annual meeting except in accordance with the procedures set forth in this
Section 1.07 and Section 2.03. The Chairman of an annual meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section 1.07 and Section 2.03, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before
the meeting shall not be transacted.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.01 NUMBER AND QUALIFICATIONS. The business of the corporation shall
be managed by its Board of Directors. The number of directors constituting
the entire Board of Directors shall be not less than seven nor more than
fifteen, as shall be fixed from time to time by vote of a majority of the
entire Board of Directors. Each director shall be at least 21 years of age.
Directors need not be shareholders. No Officer-Director who shall have
attained age 65, or earlier relinquishes his responsibilities and title,
shall be eligible to serve as a director.
SECTION 2.02 ELECTION. At each annual meeting of shareholders, directors
shall be elected by a plurality of the votes to hold office until the next
annual meeting. Subject to the provisions of the statute, of the Certificate
of Incorporation and of the By-Laws, each director shall hold office until
the expiration of the term for which elected, and until his successor has
been elected and qualified.
<PAGE>
SECTION 2.03 NOMINATION AND NOTIFICATION OF NOMINATION. Subject to the rights
of holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, nominations for the
election of directors may be made by the Board of Directors or to any
committee appointed by the Board of Directors or by any shareholder entitled
to vote in the election of directors generally. However, any shareholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice of
such shareholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the corporation not later than (i) with respect to an
election to be held at an annual meeting of shareholders ninety days in
advance of such meeting, and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such
meeting is first given to shareholders. Each such notice shall set forth: (a)
the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission,
had the nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a director of the
corporation if so elected. At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a director shall
furnish to the Secretary of the corporation that information required to be
set forth in a shareholder's notice of nomination which pertains to the
nominee. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
the By-Laws. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.
SECTION 2.04 REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such places and times as may be fixed from time to
time by resolution of the Board and a regular meeting for the purpose of
organization and transaction of other business shall be held each year after
the adjournment of the annual meeting of shareholders.
SECTION 2.05 SPECIAL MEETINGS. The Chairman of the Board, the Chief Executive
Officer, the President, the Senior Vice Chairman or any Vice Chairman may,
and at the request of three directors shall, call a special meeting of the
Board of Directors, two days' notice of which shall be given in person or by
mail, telegraph, radio, telephone or cable. Notice of a special meeting need
not be given to any director who submits a signed waiver of notice whether
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him.
SECTION 2.06 PLACE OF MEETING. The directors may hold their meetings, have
one or more offices, and keep the books of the corporation (except as may be
provided by law) at any place, either within or without the State of New
York, as they may from time to time determine.
SECTION 2.07 QUORUM AND VOTE. At all meetings of the Board of Directors the
presence of one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the
<PAGE>
transaction of business. Any one or more members of the Board of Directors or
of any committee thereof may participate in a meeting of the Board of
Directors or a committee thereof by means of a conference telephone or
similar communications equipment which allows all persons participating in
the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at such a meeting. The vote of a majority
of the directors present at the time of the vote, if a quorum is present at
such time, shall be the act of the Board of Directors, except as may be
otherwise provided by statute or the By-Laws.
SECTION 2.08 VACANCIES. Newly created directorships resulting from increase
in the number of directors and vacancies in the Board of Directors, whether
caused by resignation, death, removal or otherwise, may be filled by vote of
a majority of the directors then in office, although less than a quorum
exists.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
SECTION 3.01 DESIGNATION AND AUTHORITY. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its
members an Executive Committee and other committees, each consisting of three
or more directors. Each such committee, to the extent provided in the
resolution or the By-Laws, shall have all the authority of the Board, except
that no such committee shall have authority as to:
(i) the submission to shareholders of any action as to which
shareholders' authorization is required by law.
(ii) the filling of vacancies in the Board of Directors or any
committee.
(iii) the fixing of compensation of directors for serving on the Board
or on any committee.
(iv) the amendment or appeal of the By-Laws, or the adoption of new
By-Laws.
(v) the amendment or repeal of any resolution of the Board which by
its terms shall not be so amendable or repealable.
The Board may designate one or more directors as alternate members of any
such committee, who may replace any absent member or members at any meeting
of such committee. Each such committee shall serve at the pleasure of the
Board of Directors.
SECTION 3.02 PROCEDURE. Except as may be otherwise provided by statute, by
the By-Laws or by resolution of the Board of Directors, each committee may
make rules for the call and conduct of its meetings. Each committee shall
keep a record of its acts and proceedings and shall report the same from time
to time to the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 4.01 TITLES AND GENERAL. The Board of Directors shall elect from
among their number a Chairman of the Board and a Chief Executive Officer, and
may also elect a President, a Senior Vice Chairman, one or more Vice
Chairmen, one or
<PAGE>
more Executive Vice Presidents, one or more Senior Vice Presidents, one or
more Principals, one or more Vice Presidents, a Secretary, a Controller, a
Treasurer, a General Counsel, a General Auditor, and a General Credit
Auditor, who need not be directors. The officers of the corporation may also
include such other officers or assistant officers as shall from time to time
be elected or appointed by the Board. The Chairman of the Board or the Chief
Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant
officers. All officers elected or appointed by the Board of Directors shall
hold their respective offices during the pleasure of the Board of Directors,
and all assistant officers shall hold office at the pleasure of the Board or
the Chairman of the Board or the Chief Executive Officer or, in their
absence, the President, the Senior Vice Chairman or any Vice Chairman. The
Board of Directors may require any and all officers and employees to give
security for the faithful performance of their duties.
SECTION 4.02 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the shareholders and of the Board of Directors. Subject to
the Board of Directors, he shall exercise all the powers and perform all the
duties usual to such office and shall have such other powers as may be
prescribed by the Board of Directors or the Executive Committee or vested in
him by the By-Laws.
SECTION 4.03 CHIEF EXECUTIVE OFFICER. The Board of Directors shall designate
the Chief Executive Officer of the corporation, which person may also hold
the additional title of Chairman of the Board, President, Senior Vice
Chairman or Vice Chairman. Subject to the Board of Directors, he shall
exercise all the powers and perform all the duties usual to such office and
shall have such other powers as may be prescribed by the Board of Directors
or the Executive Committee or vested in him by the By-Laws.
SECTION 4.04 CHAIRMAN OF THE BOARD, PRESIDENT, SENIOR VICE CHAIRMAN, VICE
CHAIRMEN, EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, PRINCIPALS AND
VICE PRESIDENTS. The Chairman of the Board or, in his absence or incapacity
the President or, in his absence or incapacity, the Senior Vice Chairman, the
Vice Chairmen, the Executive Vice Presidents, or in their absence, the Senior
Vice Presidents, in the order established by the Board of Directors shall, in
the absence or incapacity of the Chief Executive Officer perform the duties
of the Chief Executive Officer. The President, the Senior Vice Chairman, the
Vice Chairmen, the Executive Vice Presidents, the Senior Vice Presidents, the
Principals, and the Vice Presidents shall also perform such other duties and
have such other powers as may be prescribed or assigned to them,
respectively, from time to time by the Board of Directors, the Executive
Committee, the Chief Executive Officer, or the By-Laws.
SECTION 4.05 CONTROLLER. The Controller shall perform all the duties
customary to that office and except as may be otherwise provided by the Board
of Directors shall have the general supervision of the books of account of
the corporation and shall also perform such other duties and have such powers
as may be prescribed or assigned to him from time to time by the Board of
Directors, the Executive Committee, the Chief Executive Officer, or the
By-Laws.
SECTION 4.06 SECRETARY. The Secretary shall keep the minutes of the meetings
of the Board of Directors and of the shareholders and shall have the custody
of the seal of the corporation. He shall perform all other duties usual to
that office, and shall also perform such other duties and have such powers as
may be prescribed or assigned to him from time to time by the Board of
Directors, the Executive Committee, the Chairman of the Board, the Chief
Executive Officer, or the By-Laws.
<PAGE>
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 5.01 The corporation shall, to the fullest extent permitted by
Section 721 of the New York Business Corporation Law, indemnify any person
who is or was made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, whether involving any actual or
alleged breach of duty, neglect or error, any accountability, or any actual
or alleged misstatement, misleading statement or other act or omission and
whether brought or threatened in any court or administrative or legislative
body or agency, including an action by or in the right of the corporation to
procure a judgment in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the corporation is serving or served in any capacity
at the request of the corporation by reason of the fact that he, his testator
or intestate, is or was a director or officer of the corporation, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and
deliberate dishonesty and, in either case, were material to the cause of
action so adjudicated, or (ii) he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to,
or provided by, the New York Business Corporation Law or other rights created
by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii)
an agreement providing for such indemnification, it being expressly intended
that these By-Laws authorize the creation of other rights in any such manner.
SECTION 5.03 The corporation shall, from time to time, reimburse or advance
to any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action
or proceeding referred to in Section 5.01, upon receipt of a written
undertaking by or on behalf of such person to repay such amount(s) if a
judgment or other final adjudication adverse to the director or officer
establishes that (i) his acts were committed in bad faith or were the result
of active and deliberate dishonesty and, in either case, were material to the
cause of action so adjudicated, or (ii) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled.
SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the
election of its directors is held by the corporation, or (ii) any employee
benefit plan of the corporation or any corporation referred to in clause (i),
in any capacity shall be deemed to be doing so at the request of the
corporation. In all other cases, the provisions of this Article V will apply
(i) only if the person serving another corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise so served at the
specific request of the corporation, evidenced by a written communication
signed by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Vice Chairman or any Vice Chairman, and (ii) only if
and to the extent that, after making such efforts as the Chairman of the
Board, the Chief Executive Officer, or the President shall deem adequate in
the circumstances, such person shall be unable to obtain indemnification from
such other enterprise or its insurer.
SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to
<PAGE>
indemnification (or advancement of expenses) interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the action or proceeding, to the extent permitted by law, or
on the basis of the applicable law in effect at the time indemnification is
sought.
SECTION 5.06 The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
corporation and the director or officer, (ii) is intended to be retroactive
and shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the
corporation within thirty days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled also to be paid the expenses
of prosecuting such claim. Neither the failure of the corporation (including
its Board of Directors, independent legal counsel, or its shareholders) to
have made a determination prior to the commencement of such action that
indemnification of or reimbursement or advancement of expenses to the
claimant is proper in the circumstances, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or
its shareholders) that the claimant is not entitled to indemnification or to
the reimbursement or advancement of expenses, shall be a defense to the
action or create a presumption that the claimant is not so entitled.
SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as
provided in Sections 5.01 and 5.03, notwithstanding any provision of the New
York Business Corporation Law to the contrary.
ARTICLE VI
SEAL
SECTION 6.01 CORPORATE SEAL. The corporate seal shall contain the name of the
corporation and the year and state of its incorporation. The seal may be
altered from time to time at the discretion of the Board of Directors.
ARTICLE VII
SHARE CERTIFICATES
SECTION 7.01 FORM. The certificates for shares of the corporation shall be in
such form as shall be approved by the Board of Directors and shall be signed
by the Chairman of the Board, the Chief Executive Officer, the President, the
Senior Vice Chairman or any Vice Chairman and the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the corporation or a
facsimile thereof. The signatures of the officers upon the certificate may be
facsimiles if the
<PAGE>
certificate is countersigned by a transfer agent or registered by a registrar
other than the corporation itself or its employees.
ARTICLE VIII
CHECKS
SECTION 8.01 SIGNATURES. All checks, drafts and other orders for the payment
of money shall be signed by such officer or officers or agent or agents as
the Board of Directors may designate from time to time.
ARTICLE IX
AMENDMENT
SECTION 9.01 AMENDMENT OF BY-LAWS. The By-Laws may be amended, repealed or
added to by vote of the holders of the shares at the time entitled to vote in
the election of any directors. The Board of Directors may also amend, repeal
or add to the By-Laws, but any By-Laws adopted by the Board of Directors may
be amended or repealed by the shareholders entitled to vote thereon as
provided herein. If any By-Law regulating an impending election of directors
is adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
By-Laws so adopted, amended or repealed, together with concise statement of
the changes made.
ARTICLE X
SECTION 10.01 CONSTRUCTION. The masculine gender, when appearing in these
By-Laws, shall be deemed to include the feminine gender.
<PAGE>
I, Marc J. Parilla, Assistant Vice President of Bankers Trust Company, New
York, New York, hereby certify that the foregoing is a complete, true and
correct copy of the By-Laws of Bankers Trust Company, and that the same are
in full force and effect at this date.
/s/ Marc J. Parilla
------------------------
Marc J. Parilla
Assistant Vice President
DATED: December 21, 1999
<PAGE>
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<S> <C> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 06/30/99 State#: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D Cert#: 00623 Page RC-1
City, State ZIP: New York, NY 10006 Transit#: 21001003
11
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1999
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
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<CAPTION>
| C400 |
DOLLAR AMOUNTS IN THOUSANDS |RCFD |
<S> <C> <C> <C>
ASSETS |/ / / / / / / / / |
1. Cash and balances due from depository institutions (from Schedule RC-A): |/ / / / / / / / / |
a. Noninterest-bearing balances and currency and coin (1) ............................... |0081 2,138,000 |1.a.
b. Interest-bearing balances (2) ........................................................ |0071 5,465,000 |1.b.
2. Securities: |/ / / / / / / / / |
a. Held-to-maturity securities (from Schedule RC-B, column A) ....................... |1754 0|2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)...................... |1773 1,811,000 |2.b.
3. Federal funds sold and securities purchased under agreements to resell................. |135 19,558,000 3.
4. Loans and lease financing receivables: |/ / / / / / / / / |
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 22,038,000|/ / / / / / / / / |4.a.
b. LESS: Allowance for loan and lease losses......................RCFD 3123 458,000|/ / / / / / / / / |4.b.
c. LESS: Allocated transfer risk reserve .........................RCFD 3128 0|/ / / / / / / / / |4.c.
d. Loans and leases, net of unearned income, |/ / / / / / / / / |
allowance, and reserve (item 4.a minus 4.b and 4.c) ....................................|2125 21,580,000 |4.d.
5. Trading Assets (from schedule RC-D) .........................................................|3545 18,767,000 |5.
6. Premises and fixed assets (including capitalized leases) .....................................|2145 877,000 |6.
7. Other real estate owned (from Schedule RC-M) .................................................|2150 88,,000 |7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) |2130 948,000 |8.
9. Customers' liability to this bank on acceptances outstanding .................................|2155 230,000 |9.
10. Intangible assets (from Schedule RC-M) .......................................................|2143 100,000 |10.
11. Other assets (from Schedule RC-F) ............................................................|2160 3,956,000 |11.
12. Total assets (sum of items 1 through 11) .....................................................|2170 75,518,000 |12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 06/30/99 State#: 364840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D Cert#: 00623 Page RC-2
City, State Zip: New York, NY 10006 Transit#: 21001003
12
</TABLE>
SCHEDULE RC--CONTINUED
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<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
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<S> <C> <C> <C>
LIABILITIES
13. Deposits: | / / / / // / / / / / / / / / /
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 16,538,000 |13.a.
(1) Noninterest-bearing(1) ...........................................................| RCON 6631 2,636,000 |13.a.(1)
(2) Interest-bearing..................................................................| RCON 6636 13,902,000 |13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | / / / / // / / / / / / / / / /
part II) | RCFN 2200 18,293,000 |13.b.
(1) Noninterest-bearing .............................................................| RCFN 6631 3,202,000 |13.b.(1)
(2) Interest-bearing.................................................................| RCFN 6636 15,091,000 |13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase | RCFD 2800 5,772,000 |14.
15. a. Demand notes issued to the U.S. Treasury ............................................| RCON 2840 500,000 |15.a.
b. Trading liabilities (from Schedule RC-D).............................................| RCFD 3548 15,013,000 |15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases): | / / / / / / / / / / / / / / /
a. With a remaining maturity of one year or less .........................................| RCFD 2332 3,157,000 |16.a.
b. With a remaining maturity of more than one year through three years...................| A547 2,990,000 |16.b.
c. With a remaining maturity of more than three years.....................................| A548 364,000 |16.c
17. Not Applicable. | / / / / / / / / / / / |17.
18. Bank's liability on acceptances executed and outstanding .................................| RCFD 2920 230,000 |18.
19. Subordinated notes and debentures (2).....................................................| RCFD 3200 331,000 |19.
20. Other liabilities (from Schedule RC-G) ...................................................| RCFD 2930 6,588,000 |20.
21. Total liabilities (sum of items 13 through 20) ...........................................| RCFD 2948 69,776,000 |21.
22. Not Applicable | / / / / // / / / / / / / / / /
| / / / / / / / / / / / |22.
EQUITY CAPITAL | / / / / / / / / / / / / / / /
23. Perpetual preferred stock and related surplus ............................................| RCFD 3838 1,500,000 |23.
24. Common stock .............................................................................| RCFD 3230 2,127,000 |24.
25. Surplus (exclude all surplus related to preferred stock) .................................| RCFD 3839 541,000 |25.
26. a. Undivided profits and capital reserves ................................................| RCFD 3632 1,798,000 |26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................| RCFD 8434 (5,000) |26.b.
c. Accumulated net gains (losses) on cash flow hedges.....................................| RCFD 4336 0 |26c.
27. Cumulative foreign currency translation adjustments ......................................| RCFD 3284 (219,000) |27.
28. Total equity capital (sum of items 23 through 27) ........................................| RCFD 3210 5,742,000 |28.
29. Total liabilities and equity capital (sum of items 21 and 28).............................| RCFD 3300 75,518,000 |29
</TABLE>
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Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number
of the statement below that best describes the
most comprehensive level of auditing work performed
for the bank by independent external NUMBER
auditors as of any date during 1997...........................................| RCFD 6724 N/A | M.1
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state
public accounting firm which submits a report on the bank chartering authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax
preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering authority)
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(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
