-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJJrFAR928ymlPRDaIw/UrdThcHLOT7C36hVSlTC4lzppGfdsLVPcG2MbBx4LG0y SrVO+tqQXp4S5MKX19vQ0A== 0000834071-96-000035.txt : 19960928 0000834071-96-000035.hdr.sgml : 19960928 ACCESSION NUMBER: 0000834071-96-000035 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960821 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [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: 96618498 BUSINESS ADDRESS: STREET 1: 19001 S WESTERN AVE STREET 2: PO BOX 2958 FN12 CITY: TORRANCE STATE: CA ZIP: 90509-2958 BUSINESS PHONE: 3107873848 MAIL ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 424B3 1 Pricing Supplement dated August 9, 1996 Rule 424(b)(3) (To Prospectus dated March 9, 1994 and File No. 33-52359 Prospectus Supplement dated March 9, 1994) TOYOTA MOTOR CREDIT CORPORATION Medium-Term Note - Fixed Rate ________________________________________________________________________________ Principal Amount: $15,000,000 Trade Date: August 9, 1996 Issue Price: 100% Original Issue Date: August 30, 1996 Interest Rate: See Addendum Net Proceeds to Issuer: $15,000,000 Interest Payment Dates: See Addendum Principal's Discount or Stated Maturity Date: August 30, 2006 Commission: 0.0% ________________________________________________________________________________ Day Count Convention: [x] 30/360 for the period from August 30, 1996 to August 30, 2006 [ ] Actual/365 for the period from to [ ] Other (see attached) to Redemption: [ ] The Notes cannot be redeemed prior to the Stated Maturity Date. [x] The Notes may be redeemed prior to Stated Maturity Date. Initial Redemption Date: August 30, 1997 Initial Redemption Percentage: 100% Annual Redemption Percentage Reduction: Not applicable 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
___________________________ Lehman Brothers ADDITIONAL TERMS OF THE NOTES Interest The Fixed Interest Rate applicable to the Medium-Term Notes offered by this Pricing Supplement (the "Notes") shall be 7.00% from the Original Issue Date to but excluding August 30, 1997. Thereafter, on each anniversary of the Original Issue Date to but excluding the next succeeding anniversary of the Original Issue Date, the Fixed Interest Rate shall be as set forth in the following table: Anniversary of Original Issue Date Interest Rate August 30, 1997 7.05% August 30, 1998 7.10% August 30, 1999 7.15% August 30, 2000 7.20% August 30, 2001 7.25% August 30, 2002 7.30% August 30, 2003 7.35% August 30, 2004 7.50% August 30, 2005 8.00%
The Interest Payment Dates will be February 28 and August 30 of each year, commencing February 28, 1997; provided, however, that in any leap year the Interest Payment Date occurring in February shall be February 29 instead of February 28. Redemption The Notes are subject to redemption by TMCC, in whole but not in part, on the Initial Redemption Date stated above and on each Interest Payment Date thereafter subject to not less than 20 nor more than 60 days' prior notice. Plan of Distribution Under the terms of and subject to the conditions of a Distribution Agreement dated as of October 17, 1991, as amended, (the "Agreement"), between TMCC and Lehman Brothers, Lehman Brothers, acting as principal, has agreed to purchase and TMCC has agreed to sell the Notes at 100% of their principal amount. Lehman Brothers may resell the Notes to one or more investors or to one or more broker-dealers (acting as principal for the purpose of resale) at varying prices related to prevailing market prices at the time of resale, as determined by Lehman Brothers. After the initial public offering of the Notes, the public offering price may be changed by Lehman Brothers. Under the terms and conditions of the Distribution Agreement, Lehman Brothers is committed to take and pay for all of the Notes offered hereby if any are taken. Certain U.S. Tax Considerations The following is a summary of the principal U.S. federal income tax consequences of ownership of the Notes. The summary concerns U.S. Holders (as defined in the Prospectus Supplement) who hold the Notes as capital assets and does not deal with 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, or U. S. Holders whose functional currency is other than the U.S. 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 U.S. 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. U.S. Holders. In general, under the Treasury Regulations regarding the determination and taxation of OID, a debt instrument providing for stepped interest rates, such as the Notes offered hereby, will be treated as having been issued with OID in an amount equal to the excess of the aggregate amount of stated interest on such debt instrument (i.e., the aggregate stated coupon payments) over the aggregate amount of qualified stated interest on the debt instrument (i.e., the aggregate portion of each stated coupon payment equal to the lowest stated coupon payment). However, the regulations set forth special rules for determining yield and maturity for debt instruments such as the Notes which provide the issuer with an unconditional option or options, exercisable on one or more dates during the term of the debt instrument. Under these rules, generally the issuer will be deemed to exercise such option or combination of options in a manner that minimizes the yield on the debt instrument. Applying the foregoing rules to the Notes, notwithstanding the possibility that they will be outstanding until the Stated Maturity Date, the Notes are treated as if they will be redeemed on the first anniversary of the Original Issue Date (the "Initial Redemption Date"), and as not having any OID. Thereafter, if the Company does not redeem the Notes on the Initial Redemption Date or on any subsequent Interest Payment Date, solely for purposes of determining the accrual of OID, the Notes are treated as being issued on the Initial Redemption Date and on each anniversary of the Original Issue Date thereafter for an additional one year term at their adjusted issue price. Under the foregoing principles, the amounts payable with respect to a Note at the Fixed Interest Rate will be deemed to be qualified stated interest includible in income by a U.S. Holder as ordinary interest at the time the interest payments are accrued or received in accordance with such U.S. Holder's regular method of tax accounting, unless the IRS determines that the debt instrument was structured in an abusive manner (i.e., a principal purpose in structuring the debt instrument or in applying the OID regulations was to achieve a result that is unreasonable in light of the purposes of the applicable statutes). Based upon the foregoing, the Notes offered hereby should not be deemed to have been issued with OID and payments of interest on the Notes should be includible in income by a U.S. Holder as ordinary interest at the time such payments are accrued or are received in accordance with the U.S. Holder's regular method of tax accounting. The Company, where required, currently intends to file information returns with the IRS treating the Notes offered hereby as not having been issued with OID and reporting all payments of interest on the Notes as qualified stated interest.
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