-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LLu1F9JOgU0WkSVhUR3m9f2GyYeD5c87qzDATwMOu7/lqdlAs7nMiD1PtrfDwH3V BJ7jgFGRTKiyOJGr9Qt+aQ== 0000834071-94-000037.txt : 19940714 0000834071-94-000037.hdr.sgml : 19940714 ACCESSION NUMBER: 0000834071-94-000037 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: 6141 IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-52359 FILM NUMBER: 94538669 BUSINESS ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509-2958 BUSINESS PHONE: 3107153700 MAIL ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 424B3 1 424B3 PRICING SUPPLEMENT Pricing Supplement dated June 29, 1994 (To Prospectus dated March 9, 1994 and Rule 424 (b)(3) Prospectus Supplement dated March 9, 1994) File No. 33-52359 TOYOTA MOTOR CREDIT CORPORATION Medium-Term Note - Indexed ______________________________________________________________________________________ Face Amount: $5,000,000 Trade Date: June 29, 1994 Issue Price: 100% Original Issue Date: July 13, 1994 Interest Rate: 14.00% Net Proceeds to Issuer: $4,992,500 Interest Payment Date: January 13, 1995 and Agent's Discount or Commission: 0.15% July 13, 1995 Stated Maturity Date: July 13, 1995 ______________________________________________________________________________________ Calculation Agent: Merrill Lynch Capital Services, Inc. Day Count Convention: [x] 30/360 for the period from July 13, 1994 to July 13, 1995 [ ] Actual/Actual for the period from to [ ] Other (see attached) to Redemption: [x] The Notes cannot be redeemed prior to the Stated Maturity Date. [ ] The Notes may be redeemed prior to Stated Maturity Date. Initial Redemption Date: Initial Redemption Percentage: % Annual Redemption Percentage Reduction: % until Redemption Percentage is 100% of the Principal Amount. Repayment: [x] The Notes cannot be repaid prior to the Stated Maturity Date. [ ] The Notes can be repaid prior to the Stated Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): Repayment Price: % Currency: Specified Currency: U.S. dollars (If other than U.S. dollars, see attached) Minimum Denominations: (Applicable only if Specified Currency is other than U.S. dollars) Original Issue Discount: [ ] Yes [x] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Form: [x] Book-entry [ ] Certificated ___________________________
Merrill Lynch & Co. ADDITIONAL TERMS OF THE NOTES As described below, up to 100% of the principal amount of the Notes has been placed at risk from movements in the exchange rate for U.S. dollars in exchange for Japanese yen. Accordingly, if the exchange rate moves in a direction adverse to the holders of the Notes, the holders may, in fact, receive less than 100% of the principal amount of the Notes at maturity. Principal Payment at Maturity Principal (the "Indexed Principal Amount") payable on the Notes offered by this Pricing Supplement (the "Notes") will be payable in U.S. dollars on the date of Maturity in an amount determined in accordance with the following formula: Face Amount x [1 + (3 x [(Fx - 99.14) / Fx])] provided, however, that the payment in respect of the Indexed Principal Amount shall in no event be less than zero. The holders of the Notes may exercise an option (the "Lock Option") to lock in the exchange rate component of the above formula (i.e., "Fx") as such component is determined on the related Determination Date. Once the Lock Option has been exercised, the election is binding and irrevocable. The Lock Option may only be exercised in the minimum denomination of $5,000,000 Face Amount, and may only be exercised through notice "confirmed in writing," delivered to the Calculation Agent, on behalf of all the holders of the Notes. The notice to exercise the Lock Option must be delivered to the Calculation Agent on a New York Business Day that is subsequent to September 13, 1994 but is at least two New York Business Days prior to the Stated Maturity Date (such delivery date being the "Notice Date"). The Lock Option will be effective as of the Notice Date. The Notice Date must be a New York Business Day and must be no later than the Stated Maturity Date. For purposes of the Notes, the following terms shall have the following meanings: If the Lock Option is not exercised, "Fx" means the spot exchange rate for U.S. dollars in exchange for Japanese yen (expressed in terms of Japanese yen per U.S. dollar) as displayed on Reuters Page "1FED" beside the caption "YEN" (or such other page as may replace such page on such service for the purpose of displaying the spot exchange rate) as of 10 A.M., New York time on the Determination Date. If no rate appears on such page as of such time by 3 P.M., New York time on such Determination Date, Fx on such Determination Date will be determined as follows. The Calculation Agent will request each of five Reference Dealers to provide the Calculation Agent with its spot bid quotation for the purchase of U.S. dollars in exchange for Japanese yen as of 10 A.M., New York time on the Determination Date. Fx will be the arithmetic mean of the quotes remaining after disregarding the highest and lowest quotes (or if any quotes are equal, one of such quotes) and rounded to the second decimal place, rounding up if the third decimal place, without regard to rounding, is five or higher and otherwise truncating after the second decimal place. In the event the Calculation Agent is unable to obtain quotations from at least five Reference Dealers, Fx will be determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. If the Lock Option is exercised, "Fx" means the forward bid rate (for settlement on the Stated Maturity Date) on the Determination Date at which a Reference Dealer would purchase U.S. dollars in exchange for Japanese yen (expressed in terms of Japanese yen per U.S. dollar) determined as follows. The Calculation Agent will request each of five Reference Dealers to provide the Calculation Agent with its forward bid quotation (for settlement on the Stated Maturity Date) for the purchase of U.S. dollars in exchange for Japanese yen as of 10 A.M., New York time on the Determination Date. Fx will be the arithmetic mean of the quotes remaining after disregarding the highest and lowest quotes (or if any quotes are equal, one of such quotes) and rounded to the second decimal place, rounding up if the third decimal place, without regard to rounding, is five or higher and otherwise truncating after the second decimal place. In the event the Calculation Agent is unable to obtain quotations from at least five Reference Dealers, Fx will be determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. "Calculation Agent" means Merrill Lynch Capital Services, Inc. In the absence of manifest error, the determination by the Calculation Agent of the Indexed Principal Amount payable under the Notes shall be final and binding on TMCC and the holders of the Notes. "Determination Date" means the second New York Business Day prior to the date of Maturity; provided, however, in the event that the holders of the Notes have elected to exercise the Lock Option, the "Determination Date" shall mean the Notice Date. "New York Business Day" means any day, other than a Saturday or Sunday, that is a day on which commercial banks are generally open for business (including dealings in foreign exchange and foreign currency) in New York, New York. "Reference Dealer" means any major bank or banking or investment banking corporation in New York City selected in good faith by the Calculation Agent which will provide quotations on Fx or the yen/dollar exchange rate. Historical Exchange Rates The first table below sets forth the spot exchange rate for U.S. dollars in exchange for Japanese yen (expressed in terms of Japanese yen per U.S. dollar) on the ending dates of the indicated calendar quarters, as reported by Bloomberg Capital Markets L.P. The second table below sets forth the daily spot exchange rate for U.S. dollars in exchange for Japanese yen (expressed in terms of Japanese yen per U.S. dollar) on each of the indicated dates, as reported by Bloomberg Capital Markets L.P. On July 11, 1994, the spot exchange rate for U.S. dollars in exchange for Japanese yen as reported by Bloomberg Capital Markets L.P. was 97.60. The fluctuations in this rate that have occurred in the past are not necessarily indicative of fluctuations that may occur over the term of the Notes, which may be greater or less than those that have occurred in the past. The principal amount payable at Maturity is unfavorably affected by decreases in the exchange rate.
Historical U.S. Dollar/Yen Exchange Rate Year/Quarter End Rate 1994: 2nd Q 98.44 1st Q 102.75 1993: 4th Q 111.85 3rd Q 106.30 2nd Q 107.30 1st Q 114.88 1992: 4th Q 124.86 3rd Q 120.07 2nd Q 125.87 1st Q 132.92 1991: 4th Q 124.90 3rd Q 132.85 2nd Q 137.90 1st Q 140.60 1990: 4th Q 135.75 3rd Q 138.27 2nd Q 152.35 1st Q 157.82 1989: 4th Q 143.80 3rd Q 139.60 2nd Q 144.00 1st Q 132.77 1988: 4th Q 125.05 3rd Q 133.90 2nd Q 133.53 1st Q 124.10
Certain U.S. Tax Considerations The following is a summary of the principal United States federal income tax consequences of ownership of the Notes. The summary concerns initial U.S. Holders (as defined in the Prospectus Supplement) who hold the Notes as capital assets and does not deal with tax consequences to special classes of holders such as dealers in securities or currencies, persons who hold the Notes as a hedge against currency risks or who hedge any currency risks of holding the Notes, tax-exempt investors, U. S. Holders whose functional currency is other than the United States dollar, or persons who acquire, or for income tax purposes are deemed to have acquired, the Notes in an exchange or for property other than cash. The discussion below is based upon the Internal Revenue Code of 1986, as amended, and final, temporary and proposed United States Treasury Regulations. Persons considering the purchase of the Notes should consult with and rely solely upon their own tax advisors concerning the application of United States federal income tax laws to their particular situations as well as any consequences arising under the laws of any other domestic or foreign taxing jurisdiction. Except where otherwise indicated below, this summary supplements and, to the extent inconsistent, replaces the discussion under the caption "United States Taxation" in the Prospectus Supplement. General. There are no regulations (except the 1986 Proposed Regulations described below), published rulings or judicial decisions involving the characterization, for United States federal income tax purposes, of securities with terms substantially the same as the Notes. Although the matter is not entirely free from doubt and the Notes may be subject to different characterizations by the Internal Revenue Service (the "IRS"), this discussion assumes that the Notes will be treated as debt in their entirety. The Company intends to treat the Notes as debt obligations of the Company for United States federal income tax purposes and when required, intends to file information returns with the IRS in accordance with such treatment in the absence of any change or clarification in the law, by regulation or otherwise, requiring a different characterization. If the Notes are not in fact treated as debt obligations of the Company for United States federal income tax purposes, then the United States federal income tax treatment of the purchase, ownership and disposition of the Notes could differ from that discussed below. U.S. Holders. Under general principles of current United States federal income tax law, payments of interest on a debt instrument generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received in accordance with the U.S. Holder's regular method of tax accounting. In addition, under Section 988 of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder, in the case of a debt instrument that provides for payments the amounts of which are determined by reference to the value of one or more nonfunctional currencies (generally, a currency other than the U.S. dollar), any gain or loss realized with respect to such debt instrument by reason of changes in foreign currency exchange rates generally must be treated as foreign currency gain or loss and must be treated as ordinary income or ordinary loss, as the case may be, to the extent such foreign currency gain or loss does not exceed the total gain or loss realized on such debt instrument. Although Code Section 988 and the regulations promulgated thereunder do not specifically address the proper treatment of instruments such as the Notes and therefore the matter is not free from doubt, under the foregoing principles, the amounts payable with respect to a Note at the 14.00% Interest Rate (the "Interest Payments") should be includible in income by a U.S. Holder as ordinary interest at the time the Interest Payments are accrued or received (in accordance with the U.S. Holder's regular method of tax accounting). Under these same principles, upon retirement of a Note, the excess of the Indexed Principal Amount over the Face Amount (the "Supplemental Face Amount"), if any, should be treated as contingent interest and generally should be includible in income by a U.S. Holder as ordinary interest on the date that the Indexed Principal Amount is accrued (i.e., determined) or when such amount is received (in accordance with the U.S. Holder's regular method of tax accounting). However, any portion of the Supplemental Face Amount that is attributable to changes in foreign currency exchange rates occurring between the Original Issue Date and the date on which the Indexed Principal Amount is determined (the "Determination Date") should constitute foreign currency gain under Section 988 of the Code and should be treated as ordinary income (other than ordinary interest income). If upon maturity the Indexed Principal Amount is equal to or less than the Face Amount, then, under general principles of current United States federal income tax law, a Note should be treated as retired on the date of Maturity for an amount equal to the Indexed Principal Amount. A U.S. Holder generally would recognize a short-term capital loss under such circumstances in an amount equal to the excess of the U.S. Holder's tax basis in the Note (i.e., the Face Amount) over the Indexed Principal Amount. However, any portion of such loss that is attributable to changes in foreign currency exchange rates occurring between the Original Issue Date and the Determination Date should constitute foreign currency loss under Section 988 of the Code and should be treated as ordinary loss. Upon the sale or exchange of a Note prior to the date of Maturity, a U.S. Holder should recognize taxable gain or loss equal to the difference between the amount realized upon such sale or exchange (other than amounts representing accrued and unpaid interest) and the Face Amount (i.e., the U.S. Holder's tax basis in the Note). Such gain or loss should be short- term capital gain or loss. Nevertheless, any such gain or loss realized upon the sale or exchange of a Note prior to the date of Maturity by reason of changes in foreign currency exchange rates occurring between the Original Issue Date and the date of such sale or exchange should constitute foreign currency gain or loss under Section 988 of the Code and should be treated as ordinary income or loss, as the case may be. In 1986, the Treasury Department issued proposed regulations (the "1986 Proposed Regulations") under the original issue discount provisions of the Code concerning contingent payment debt obligations. If the 1986 Proposed Regulations are ultimately adopted in their current form, such regulations could apply to the Notes and, if applied, would cause the timing and character of income, gain or loss recognized on a Note to differ from the timing and character of income, gain or loss recognized on a Note discussed above. The 1986 Proposed Regulations set forth a special set of rules applicable to debt instruments that fail to provide for total noncontingent payments at least equal to their issue price. Under these rules, where the total noncontingent payments on a debt instrument are less than its issue price, the debt instrument will be treated as having contingent interest and principal and payments on the debt instrument will be taxed as described below regardless of whether such payments are designated as "principal" or "interest." Applying these rules, the Interest Payments are treated as a return of principal. Then, if the sum of the Interest Payments and the Indexed Principal Amount (the "Total Redemption Amount") equals or exceeds the Face Amount, the Notes would be treated as having been retired on the date of Maturity for an amount equal to the Face Amount. The excess of the Total Redemption Amount over the Face Amount (the "Excess Amount"), if any, would be treated as ordinary interest and would be includible in income by a U.S. Holder on the Determination Date, regardless of the U.S. Holder's regular method of tax accounting. In addition, under this set of rules, any portion of the Excess Amount that is attributable to changes in foreign currency exchange rates occurring between the Original Issue Date and the Determination Date should be treated as foreign currency gain under Code Section 988. Under these rules, if the Total Redemption Amount is less than the Face Amount, then a U.S. Holder should recognize a short-term capital loss in an amount equal to the excess of the Face Amount over the Total Redemption Amount. However, any portion of such loss that is attributable to changes in foreign currency exchange rates occurring between the Original Issue Date and the Determination Date should constitute foreign currency loss under Section 988 of the Code and should be treated as ordinary loss. Moreover, applying the 1986 Proposed Regulations, in the event that the Lock Option is exercised six months or more prior to the Stated Maturity Date, an amount equal to the excess of the Indexed Principal Amount over the present value (determined by using a discount rate equal to the short-term applicable federal rate in effect on the Original Issue Date) of the Indexed Principal Amount (the "Discounted Indexed Principal Amount") should be treated as original issue discount and a U.S. Holder should be required to include such discount into income under a constant yield method over the remaining term of the Note. Furthermore, the Discounted Indexed Principal Amount would be treated as ordinary interest includible in income on the date that the Indexed Principal Amount became fixed to the extent of the amount of interest which would have accrued with respect to the Note as of such date if the Note had provided for stated interest equal to the short- term applicable federal rate in effect as of the Original Issue Date. In addition, under such circumstances, if the sum of the Interest Payments and the remaining portion of the Discounted Indexed Principal Amount (i.e., that portion of the Discounted Indexed Principal Amount that is not treated as ordinary interest pursuant to the foregoing rule) exceeds the Face Amount, then such excess should be includible in income by a U.S. Holder as ordinary interest on the date that the Indexed Principal Amount became fixed (regardless of the U.S. Holder's regular method of tax accounting) and the Note would be treated as having been retired on the date of Maturity for an amount equal to the Face Amount. Any portion of such excess which is attributable to changes in foreign currency exchange rates occurring between the Original Issue Date and the Determination Date should be treated as foreign currency gain under Section 988. If, however, the sum of the Interest Payments and the remaining portion of the Discounted Indexed Principal Amount is less than or equal to the Face Amount, the Note would be treated as having been retired on the date of Maturity for an amount equal to the sum of the Interest Payments and the remaining portion of the Discounted Indexed Principal Amount, and the U.S. Holder should recognize a short-term capital loss in the amount equal to the excess of the Face Amount over such amount. Any portion of such loss attributable to changes in foreign currency exchange rates occurring between the Original Issue Date and the Determination Date should be treated as ordinary loss. There is no assurance that the 1986 Proposed Regulations will be adopted or, if adopted, adopted in their current form to apply to short-term obligations or to debt instruments providing for one or more payments the amount of which are determined by reference to a foreign currency (such as the Notes). On January 19, 1993, the Treasury Department issued proposed regulations (the "1993 Proposed Regulations"), concerning contingent payment debt obligations, which would have replaced the 1986 Proposed Regulations and would have provided for a set of rules with respect to the timing and character of income and loss recognition on contingent payment debt obligations that differ from the rules contained in the 1986 Proposed Regulations with respect to the timing and character of income and loss recognition. The 1993 Proposed Regulations, which would have applied to debt instruments issued 60 days or more after the date the 1993 Proposed Regulations became final, generally provided for several alternative timing methods which would have required annual interest accruals to reflect either a market yield for the debt instrument, determined as of the issue date, or a reasonable estimate of the performance of contingencies. The amount of interest deemed to accrue in a taxable year pursuant to such methods would have been currently includible in income by a U.S. Holder, with subsequent adjustments to the extent that the estimate of income was incorrect. In addition, under the 1993 Proposed Regulations, any gain realized on the sale, exchange or retirement of a contingent payment debt obligation generally would have been treated entirely as ordinary interest income and any loss realized on the sale, exchange or retirement of a contingent payment debt obligation generally would have been treated entirely as a capital loss. However, on January 22, 1993, the United States Government's Office of Management and Budget announced that certain proposed regulations which had not yet been published in the Federal Register, including the 1993 Proposed Regulations, had been withdrawn. In addition, it is unclear to what extent, if any, the 1993 Proposed Regulations would have applied to debt instruments providing for one or more payments determined, in whole or in part, by reference to the value of foreign currency. Accordingly, it is unclear whether the 1993 Proposed Regulations will be re-proposed or, if re-proposed, what effect, if any, such regulations would have on the Notes. It should also be noted that proposed Treasury regulations are not binding upon either the IRS or taxpayers prior to becoming effective as temporary or final regulations. Prospective investors in the Notes are urged to consult their own tax advisors regarding the application of the 1986 Proposed Regulations, if any, and the effect of possible changes to the 1986 Proposed Regulations.
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