-----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, ANCe0TnADmwHPQqgybDJ2/CapDdr/giTSwYT5wKO4pwxvmBysmy+6FVsmaSR5FB2 H5J8e4DeWtALrl3IY3Quyw== 0000834071-09-000031.txt : 20090128 0000834071-09-000031.hdr.sgml : 20090128 20090128163104 ACCESSION NUMBER: 0000834071-09-000031 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090128 DATE AS OF CHANGE: 20090128 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: 0331 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-132201 FILM NUMBER: 09551715 BUSINESS ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: (310) 468-1310 MAIL ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 424B3 1 mtn935aps.txt Rule 424(b)(3) Registration No. 333-132201 Pricing Supplement dated January 26, 2009 (To Prospectus dated March 7, 2006 and Prospectus Supplement dated March 7, 2006) TOYOTA MOTOR CREDIT CORPORATION Medium-Term Notes, Series B - Floating Rate Capitalized terms used in this Pricing Supplement that are defined in the Prospectus Supplement shall have the meanings assigned to them in the Prospectus Supplement. CUSIP: 89233P3D6 (reopening) Principal Amount (in Specified Currency): $58,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so. Issue Price: 99.99996% (or $57,999,976.80) plus accrued interest from January 28, 2009 Trade Date: January 26, 2009 Original Issue Date: January 29, 2009 Stated Maturity Date: January 29, 2010 Initial Interest Rate: Three month LIBOR determined on January 26, 2009 plus 1.25%, accruing from January 28, 2009 Interest Payment Period: Quarterly Interest Payment Dates: April 29, 2009, July 29, 2009, October 29, 2009 and on the Stated Maturity Date Net Proceeds to Issuer: $57,930,976.80 plus accrued interest from January 28, 2009 Agents' Discount or Commission: See "Additional Terms of the Notes - Plan of Distribution" Agents: Morgan Stanley & Co. Incorporated Toyota Financial Services Securities USA Corporation Agents' Capacity: See "Additional Terms of the Notes - Plan of Distribution" Calculation Agent: Deutsche Bank Trust Company Americas Interest Calculation: [X] Regular Floating Rate Note [ ] Inverse Floating Rate Note: Fixed Interest Rate: [ ] Floating Rate/Fixed Rate Note: Fixed Interest Rate: Fixed Rate Commencement Date: [ ] Other Floating Rate Note (See attached) Interest Rate Basis: [ ] CD Rate [ ] CMS Rate [ ] CMT Rate [ ] Commercial Paper Rate [ ] Eleventh District Cost of Funds Rate [ ] Federal Funds Rate [ ] LIBOR Reuters/Page: [X] LIBOR Telerate/Page: 3750 [ ] Prime Rate [ ] Treasury Rate [ ] Other (see attached) If CMT: Designated CMT Maturity Index: __ Year(s) Designated CMT Telerate Page: [ ] 7051 [ ] 7052 If 7052: [ ] Week [ ] Month Spread (+/-): + 1.25% Spread Multiplier: N/A Index Maturity: 3 month Index Currency: U.S. Dollars Maximum Interest Rate: N/A Minimum Interest Rate: N/A Initial Interest Reset Date: April 29, 2009 Interest Rate Reset Period: Quarterly Interest Reset Dates: April 29, 2009, July 29, 2009 and October 29, 2009 Interest Determination Date: The second London Banking Day preceding each Interest Reset Date Day Count Convention: [ ] 30/360 [X] Actual/360 [ ] Actual/Actual Business Day Convention [ ] Following [X] Modified Following Redemption: Not Applicable Redemption Dates: Notice of Redemption: Repayment: Not Applicable Optional Repayment Date(s): Repayment Price: Original Issue Discount: No. Please see "United Stated Federal Income Tax Considerations" below. United States Federal Income Tax Considerations: Holders that purchase a Note pursuant to this offering should consult their tax advisers with respect to the U.S. federal income tax consequences arising from such purchase, in particular with regard to the potential application of the "market discount" rules to them. See the section of the prospectus supplement titled "United States Taxation - Material United States Tax Considerations for U.S. Holders - Market Discount, Acquisition Premium and Bond Premium." Specified Currency: U.S. dollars Minimum Denominations: $1,000 and $1,000 increments thereafter Form of Note: [X] Book-entry only [ ] Certificated ADDITIONAL TERMS OF THE NOTES Fungibility The Notes offered hereby will have the same terms as, and will be fungible with, the $20,000,000 aggregate principal amount of Notes previously issued, but will be offered at a different Issue Price. Once issued, the Notes offered hereby will become part of the same series as the Notes previously issued. Interest Notwithstanding anything to the contrary in the Prospectus Supplement and Prospectus, the first Interest Calculation Period will be the period from and including January 28, 2009 to and excluding the Initial Interest Reset Date, and interest on the Notes for such Interest Calculation Period will accrue from and including January 28, 2009, to and excluding the Initial Interest Reset Date. Plan of Distribution Under the terms and subject to the conditions of the Third Amended and Restated Distribution Agreement dated March 7, 2006, between TMCC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Toyota Financial Services Securities USA Corporation ("TFSS USA"), as amended from time to time (such agreement, the "Distribution Agreement"), Morgan Stanley, acting as principal, has agreed to purchase and TMCC has agreed to sell to Morgan Stanley $15,000,000 principal amount of the Notes (the "Morgan Stanley Notes") at 99.96996% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.03% of the principal amount, plus accrued interest from January 28, 2009. Under the terms and conditions set forth in the Distribution Agreement, Morgan Stanley is committed to take and pay for all of the Morgan Stanley Notes offered hereby, if any are taken. Under the terms and subject to the conditions of the Distribution Agreement, TMCC is hereby offering $43,000,000 in principal amount of the Notes through TFSS USA, acting as agent (the "TFSS USA Notes") at 99.84996% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.15% of the principal amount, plus accrued interest from January 28, 2009. TFSS USA has agreed to use its reasonable efforts to solicit offers to purchase the TFSS USA Notes. -----END PRIVACY-ENHANCED MESSAGE-----