<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1996
REGISTRATION NO. 333-4336
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TOYOTA AUTO RECEIVABLES TRUSTS
(Issuer with respect to the Securities)
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION
(Originator of the Trusts described herein)
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 6146 33-056836
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
19001 SOUTH WESTERN AVENUE
TORRANCE, CALIFORNIA 90509
(310) 618-4000
(Address, including zip code, and telephone number,
including area code, of Originator's principal executive offices)
______________________
ALAN F. COHEN, ESQ.
c/o TOYOTA MOTOR CREDIT CORPORATION
19001 SOUTH WESTERN AVENUE
TORRANCE, CALIFORNIA 90509
(310) 618-4000
(Name, address, including zip code, and telephone number, including
area code, of agent for service with respect to the Registrant)
______________________
COPIES TO:
DAVID J. JOHNSON, JR., ESQ.
ANDREWS & KURTH L.L.P.
601 S. FIGUEROA
LOS ANGELES, CALIFORNIA 90017
(213) 896-3192
______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plan, 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 under the
Securities Act of 1933, 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 number of the earlier effective registration
statement for the same offering. [ ] ________________
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)
OF THE SECURITIES ACT OF 1933, AS AMENDED.
================================================================================
<PAGE> 2
INTRODUCTORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement is being
filed solely for the purpose of filing the Supplement to Prospectus Supplement
herein contained which relates only to the securities described therein and
which may be used by Toyota Motor Credit Corporation to offer Asset Backed
Certificates to be listed on the Luxembourg Stock Exchange and The Stock
Exchange of Hong Kong Limited.
<PAGE> 3
PRELIMINARY SUPPLEMENT DATED JULY 15, 1996
TO PRELIMINARY PROSPECTUS SUPPLEMENT DATED JULY 15, 1996
TO PRELIMINARY PROSPECTUS DATED JULY 15, 1996
TOYOTA AUTO RECEIVABLES 1996-A GRANTOR TRUST
$722,335,000 % ASSET BACKED CERTIFICATES, CLASS A
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION,
SELLER
TOYOTA MOTOR CREDIT CORPORATION,
SERVICER
This Preliminary Supplement relates to the $722,335,000.00 aggregate
principal amount of % Asset Backed Certificates, Class A (the "Offered
Certificates") to be issued by the Toyota Auto Receivables 1996-A Grantor Trust
(the "Trust") pursuant to a Pooling and Servicing Agreement, to be dated as of
July 1, 1996, among Toyota Motor Credit Receivables Corporation ("TMCRC" or the
"Seller"), Toyota Motor Credit Corporation ("TMCC" or the "Servicer"), and
Bankers Trust Company, as trustee (the "Trustee"). Concurrently with the
issuance of the Offered Certificates, the Trust will issue $22,632,000.00
aggregate principal amount of % Asset Backed Certificates, Class B (the
"Class B Certificates") and $9,430,267.42 aggregate principal amount of %
Asset Backed Certificates, Class C (the "Class C Certificates" and together with
the Offered Certificates and the Class B Certificates, the "Certificates").
This Preliminary Supplement does not contain complete information about the
Offered Certificates or the offering of the Offered Certificates. Additional
information is contained in the Preliminary Prospectus Supplement and
Preliminary Prospectus attached hereto and which is required to be delivered
herewith. Prospective investors are urged to read this Preliminary Supplement
together with the Preliminary Prospectus Supplement and the Preliminary
Prospectus in full.
THE OFFERED CERTIFICATES WILL REPRESENT BENEFICIAL OWNERSHIP INTERESTS IN THE
TRUST ONLY AND DO NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN TOYOTA
MOTOR CREDIT RECEIVABLES CORPORATION, TOYOTA MOTOR CREDIT CORPORATION,
TOYOTA MOTOR SALES, U.S.A., INC. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE RECEIVABLES ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE OR FOREIGN JURISDICTION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE OR FOREIGN SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT; THE
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
APPLICATION HAS BEEN MADE TO LIST THE OFFERED CERTIFICATES ON THE LUXEMBOURG
STOCK EXCHANGE AND THE STOCK EXCHANGE OF HONG KONG LIMITED.
------------------------
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
------------------------
CO-LEAD MANAGERS
<TABLE>
<S> <C> <C>
CS FIRST BOSTON MERRILL LYNCH & CO. SALOMON BROTHERS INC
</TABLE>
------------------------
CO-MANAGERS
<TABLE>
<S> <C>
CHASE SECURITIES INC. NOMURA INTERNATIONAL PLC
FIRST CHICAGO CAPITAL MARKETS, INC. SBC WARBURG
J.P. MORGAN & CO. A DIVISION OF SWISS BANK CORPORATION
MORGAN STANLEY & CO. UBS SECURITIES
INCORPORATED
</TABLE>
<PAGE> 4
TMCRC, having made all reasonable inquiries, confirms that the Prospectus
Supplement and the Prospectus accompanying this Supplement contain all
information with regard to the Trust and the Certificates offered hereby that is
material in the context of the issuance of the Certificates offered hereby, that
such information is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed herein are honestly held
and that there are no other facts the omission of which makes this Supplement
and the accompanying Prospectus Supplement and the Prospectus, including any
information incorporated by reference herein or therein, as a whole, or any of
such information or the expression of any such opinions or intentions
misleading. TMCRC accepts responsibility accordingly.
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents
of this document.
In connection with the listing of the Offered Certificates on The Stock
Exchange of Hong Kong Limited, the Underwriters have each represented and agreed
that they have not, directly or indirectly, offered or sold and will not,
directly or indirectly, offer or sell in Hong Kong, by means of any document,
the Offered Certificates other than to persons whose ordinary business it is to
buy or sell shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Ordinance (Cap. 32) of Hong Kong. The Underwriters have further
represented and agreed that, unless they are persons who are permitted to do so
under the securities laws of Hong Kong, they have not issued, or had in their
possession for the purposes of issuing, and they will not issue, or have in
their possession for the purposes of issuing, any advertisement, invitation or
document relating to the Offered Certificates other than with respect to Offered
Certificates intended to be disposed of to persons outside Hong Kong or to
persons whose business involves the acquisition, or disposal or holding of
securities, whether as principal or agent.
This document includes particulars given in compliance with the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
for the purpose of giving information with regard to the Offered Certificates.
For the purposes of such Rules, the Offered Certificates are treated as
"selectively marked debt securities".
Bankers Trust Company (Luxembourg), 14 Boulevard F.D. Roosevelt, L-2450,
Luxembourg, has been appointed as paying agent in Luxembourg in relation to the
Offered Certificates. The Seller will maintain a paying agent in relation to the
Offered Certificates in Luxembourg for so long as the Offered Certificates are
listed on the Luxembourg Stock Exchange.
Each Underwriter has represented that: (i) it has not offered or sold and
will not offer or sell, prior to the date six months after their date of
issuance, any Offered Certificates to persons in the United Kingdom, except to
persons whose activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted in and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995; (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Certificates in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on and will only issue or pass on in the United Kingdom any document received by
it in connection with the issuance of the Offered Certificates to a person who
is of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1995 (as amended) or is a person
to whom the document can lawfully be issued or passed on.
No action has been taken or will be taken by the Seller or the Underwriters
that would permit a public offering of the Offered Certificates of any Class in
any country or jurisdiction other than in the United States where action for
that purpose is required. Accordingly, the Offered Certificates may not be
offered or sold, directly or indirectly, and neither this Supplement, the
Prospectus Supplement or the Prospectus nor any circular, prospectus, form of
application, advertisement or other material may be distributed in or
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<PAGE> 5
from or published in any country or jurisdiction except under circumstances that
will result in compliance with any applicable laws and regulations. Persons into
whose hands this Supplement, the Prospectus Supplement or the Prospectus comes
are required by the Seller and the Underwriters to comply with all applicable
laws and regulations in each country or jurisdiction in which they purchase,
sell or deliver Offered Certificates or have in their possession or distribute
this Supplement, the Prospectus Supplement or the Prospectus, in all cases at
their own expense.
LISTING AND GENERAL INFORMATION
LISTING
Application has been made for listing the Offered Certificates on the
Luxembourg Stock Exchange and for listing and permission to deal in the Class A
Certificates on The Stock Exchange of Hong Kong Limited. Such permission is
expected to become effective on July , 1996. In connection with the listing
application made to the Luxembourg Stock Exchange, the Articles of Incorporation
and Bylaws of TMCRC, the Agreement and a legal notice relating to the issuance
of the Offered Certificates will be deposited prior to the listing with the
Chief Registrar of the District Court of Luxembourg, where copies thereof may be
obtained upon request.
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION
TMCRC was incorporated in the State of California on June 24, 1993, as a
wholly owned, limited purpose subsidiary of TMCC. The principal executive
offices of TMCRC are located at 19001 South Western Avenue, Torrance, California
90509 and its telephone number is (310) 618-4000.
DOCUMENTS AVAILABLE FOR COLLECTION AND INSPECTION
Copies of the Articles of Incorporation and Bylaws of TMCRC and the
Agreement will be available for inspection during the term of the Offered
Certificates, and for so long as the Offered Certificates are listed on the
Luxembourg Stock Exchange, copies of the reports to Certificateholders to be
delivered by the Trustee will be obtainable at the offices of Bankers Trust
Company (Luxembourg), 14 Boulevard F.D. Roosevelt, L-2450, Luxembourg.
AUTHORIZATION
The execution and delivery of the Agreement and the sale of the Offered
Certificates were authorized by the Board of Directors of TMCRC on April 22,
1996.
NO MATERIAL CHANGE
There has been no material adverse change in the information provided
herein with respect to the Receivables or the Trust since the Cutoff Date except
as otherwise disclosed in the Prospectus Supplement or the attached Prospectus.
LITIGATION
Neither TMCC nor any of its subsidiaries are involved in, nor are there
any, legal or arbitration proceedings pending or threatened of which TMCC is
aware which may have or have had during the 12 months prior to the date hereof a
material effect on the financial position of TMCC and its subsidiaries on a
consolidated basis.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP of Los Angeles, California are independent certified
public accountants of TMCC.
-3-
<PAGE> 6
EUROCLEAR AND CEDEL
The Offered Certificates have been accepted for clearance through the Cedel
Bank and Euroclear systems. The Common Code for the Offered Certificates is
, and the ISIN number for the Offered Certificates is .
UNITED STATES LAW
Andrews & Kurth L.L.P., a law firm licensed in the states of California,
New York and Texas, and in the District of Columbia, in the United States, has
given and has not withdrawn its consent to the inclusion in the Registration
Statement, the Prospectus Supplement and the Prospectus of the descriptions of
its opinions regarding matters of United States income taxation and other
matters with respect to the Certificates in the forms and contexts in which they
are included, in each case effective as of the dates of such documents.
NOTICES
For so long as the Offered Certificates are listed on the Luxembourg Stock
Exchange, notices to holders of the Offered Certificates will be given by
publication in a leading daily newspaper of general circulation in Luxembourg
or, if publication in Luxembourg is not practical, in Europe. Such publication
is expected to be made in the Luxembourg Wort. In addition, if Definitive
Certificates are issued, such notices will be mailed to the addresses of holders
of definitive Certificates at the addresses therefor as they appear in the
register maintained by the Trustee prior to such mailing. Such notices will be
deemed to have been given on the date of such publication or mailing.
-4-
<PAGE> 7
PRINCIPAL OFFICES OF THE SELLER
Toyota Motor Credit Receivables Corporation
19001 South Western Avenue
Torrance, California 90509
United States
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
<TABLE>
<S> <C>
Goldman, Sachs & Co. Lehman Brothers Inc.
</TABLE>
CO-LEAD MANAGERS
CS First Boston
Merrill Lynch & Co.
Salomon Brothers Inc
CO-MANAGERS
<TABLE>
<S> <C>
Chase Securities Inc. Nomura International plc
First Chicago Capital Markets, Inc. SBC Warburg
J.P. Morgan & Co. A Division of Swiss Bank Corporation
Morgan Stanley & Co. UBS Securities
Incorporated
</TABLE>
TRUSTEE, REGISTRAR AND PAYING AGENT (U.S.)
Bankers Trust Company
Four Albany Street
New York, New York 10006
United States
ADDITIONAL PAYING AGENT
Bankers Trust Company (Luxembourg)
14 Boulevard F.D. Roosevelt
L-2450, Luxembourg
<TABLE>
<S> <C>
LUXEMBOURG LISTING AGENT HONG KONG LISTING AGENT
Bankers Trust Company (Luxembourg) Clifford Chance
14 Boulevard F.D. Roosevelt 30th Floor, Jardine House
L-2450, Luxembourg One Connaught Place
Hong Kong
LEGAL ADVISER INDEPENDENT PUBLIC ACCOUNTANTS
(as to United States law) OF THE COMPANY
Andrews & Kurth L.L.P. Price Waterhouse, LLP
601 S. Figueroa, Suite 4200 400 South Hope Street, 22nd Floor
Los Angeles, California 90017 Los Angeles, California 90071-2889
United States United States
</TABLE>
<PAGE> 8
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of the securities being offered
hereunder other than underwriting discounts and commissions.
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . $ 517,241.38
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . 20,000.00
-------------
Printing Expenses . . . . . . . . . . . . . . . . . . . . 80,000.00
-------------
Trustee Fees and Expenses . . . . . . . . . . . . . . . . 15,000.00
-------------
Legal Fees and Expenses . . . . . . . . . . . . . . . . . 175,000.00
-------------
Accounting Fees and Expenses . . . . . . . . . . . . . . 100,000.00
-------------
Rating Agencies' Fees . . . . . . . . . . . . . . . . . . 364,000.00
-------------
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 28,758.62
-------------
Total . . . . . . . . . . . . . . . . . . . . . $1,300,000.00
-------------
</TABLE>
* All amounts except registration fee are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317(b) of the California Corporations Code (the "Corporations
Code") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any "proceeding" (as defined in
Section 317(a) of the Corporations Code), 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 a director, officer, employee or other agent of
the corporation (collectively, an "Agent"), against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with such proceeding if the Agent acted in good faith and in a manner the Agent
reasonably believed to be in the best interest of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful.
Section 317(c) of the Corporations Code provides that a corporation
shall have power to indemnify any Agent who was or is a party or is threatened
to be made a party to any threatened, pending or completed 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 Agent, against expenses actually and
reasonably incurred by the Agent in connection with the defense or settlement
of such action if the Agent acted in good faith and in a manner such Agent
believed to be in the best interest of the corporation and its shareholders.
Section 317(c) further provides that no indemnification may be made
thereunder for any of the following: (i) in respect of any matter as to which
an Agent shall have been adjudged to be liable to the corporation, unless the
court in which such proceeding is or was pending shall determine that such
Agent is fairly and reasonably entitled to indemnity for expenses, (ii) amounts
paid in settling or otherwise disposing of a pending action without court
approval and (iii) expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.
II-1
<PAGE> 9
Section 317(d) of the Corporations Code requires that an Agent be
indemnified against expenses actually and reasonably incurred to the extent the
Agent has been successful on the merits in the defense of proceedings referred
to in subdivisions (b) or (c) of Section 317.
Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
in the circumstances because the Agent has met the applicable standard of
conduct, by any of the following: (i) a majority vote of a quorum consisting of
directors who are not parties to the proceeding, (ii) if such a quorum of
directors is not obtainable, by independent legal counsel in a written opinion,
(iii) approval of the shareholders, provided that any shares owned by the Agent
may not vote thereon, or (iv) the court in which such proceedings is or was
Pending.
Pursuant to Section 317(f) of the Corporations Code, the corporation
may advance expenses incurred in defending any proceeding upon receipt of an
undertaking by the Agent to repay such amount if it is ultimately determined
that the Agent is not entitled to be indemnified.
Section 317(h) provides, with certain exceptions, that no
indemnification shall be made under Section 317 where it appears that it would
be inconsistent with a provision of the corporation's articles, bylaws, a
shareholder resolution or an agreement which prohibits or otherwise limits
indemnification, or where it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 317(i) authorizes a corporation to purchase and maintain
insurance on behalf of an Agent for liabilities arising by reason of the
Agent's status, whether or not the corporation would have the power to
indemnify the Agent against such liability under the provisions of Section 317.
Reference is also made to Section 7 of the Underwriting Agreement
among the Registrant, Toyota Motor Credit Corporation and the Underwriters
named therein (see Exhibit 1.1), which provides for indemnification of the
Registrant under certain circumstances.
Article VIII of the Articles of Incorporation of the Registrant (see
Exhibit 3.1) provides that the liability of the directors for monetary damages
shall be eliminated to the fullest extent permissible under California law.
Article IX of the Bylaws of the Registrant (see Exhibit 3.2) permits
the Registrant to indemnify its directors, officers, employees and agents to
the full extent permitted under California law and the Registrant's Articles of
Incorporation.
[Remainder of Page Intentionally Left Blank]
II-2
<PAGE> 10
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS
a. Exhibits:
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement for Notes and Certificates*
1.2 Form of Underwriting Agreement for Certificates*
4.1 Form of Trust Agreement between the Registrant, the Servicer and the Owner Trustee*
4.2 Form of Indenture between the Trust and the Indenture Trustee*
4.3 Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Owner Trustee*
4.4 Form of Pooling and Servicing Agreement among the Registrant, the Servicer and the Trustee*
4.5 Form of Receivables Purchase Agreement between TMCC and the Registrant*
4.6 Form of Administration Agreement among the Trust, the Administrator and the Indenture Trustee*
5.1(a) Opinion of Andrews & Kurth L.L.P.*
5.1(b) Opinion of Andrews & Kurth L.L.P. regarding Certificates*
8.1 Opinion of Andrews & Kurth L.L.P. with respect to tax matters*
23.1 Consent of Andrews & Kurth L.L.P. (included as part of Exhibit 5.1(a)(b))*
23.2 Consent of Andrews & Kurth L.L.P. (included as part of Exhibit 8.1)*
24.1 Power of Attorney of Directors and Officers of the Registrant (included on Page II-5.*
</TABLE>
________________________
* Previously filed.
ITEM 17. UNDERTAKINGS
(a) As to Rule 415:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as
amended;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this
registration statement (or the most recent
post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
and
II-3
<PAGE> 11
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration
statement.
Provided, however, that the undertakings set forth in
clauses (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona 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.
(b) As to documents subsequently filed that are incorporated by
reference:
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
as amended, that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) As to indemnification:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, 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 such Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Torrance and State of
California, on the 16th day of July, 1996.
TOYOTA MOTOR CREDIT
RECEIVABLES CORPORATION
By: /s/ Lloyd Mistele*
-------------------------------
Lloyd Mistele, Director and
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to its Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Lloyd Mistele* Director and Principal July 16, 1996
- -------------------------------------- Executive Officer
Lloyd Mistele
/s/ Nobu Shigemi* Director and Principal July 16, 1996
- -------------------------------------- Financial Officer and
Nobu Shigemi Principal Accounting Officer
/s/ Donald J. Puglisi* Director July 16, 1996
- --------------------------------------
Donald J. Puglisi
/s/ Jerome Lienhard
- --------------------------------------
*By: Jerome Lienhard
Attorney-in-Fact
</TABLE>
