-----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, L88HnZlkCbqzXsYkNf7MYBkN/iyG/7YjWm++izSxzs6xGyv55L0uMtGPd/ur8MR8 ggEb9JuiNlCKmO2ZEdjR+w== 0000834071-94-000011.txt : 19940201 0000834071-94-000011.hdr.sgml : 19940201 ACCESSION NUMBER: 0000834071-94-000011 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940131 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: 33 SEC FILE NUMBER: 033-50674 FILM NUMBER: 94503767 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 DATED JANUARY 25, 1994 Pricing Supplement dated January 25, 1994 (To Prospectus dated September 1, 1992 and Rule 424 (b)(3) Prospectus Supplements dated September 1, 1992 File No. 33-50674 and January 3, 1994) TOYOTA MOTOR CREDIT CORPORATION Medium-Term Note - Indexed ______________________________________________________________________________________ Face Amount: $20,000,000 Trade Date: January 25, 1994 Issue Price: 100% Original Issue Date: February 1, 1994 Interest Rate: 10.10% Net Proceeds to Issuer: $19,970,000 Interest Payment Dates: February 1, 1995 Agent's Discount or Commission: 0.15% Stated Maturity Date: February 1, 1995 ______________________________________________________________________________________ Calculation Agent: Morgan Guaranty Trust Company of New York Day Count Convention: [x] 30/360 for the period from February 1,1994 to February 1,1995 [ ] 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
___________________________ J.P. Morgan Securities Inc. ADDITIONAL TERMS OF THE NOTES Principal Payment at Maturity Principal payable on the Medium-Term Notes offered by this Pricing Supplement (the "Indexed Principal Amount") will be payable in U.S. dollars on the date of Maturity in an amount determined in accordance with the following formula: P x [100% minus (20% x [N/18])] provided however, that in no event shall the Indexed Principal amount be less than 80% of the Face Amount of the Notes. For purposes of the foregoing formula: P = The Face Amount of the Note N = The number of times on which the GBP Swap Rate (as defined below) on a Weekly Determination Date (as defined below) is greater than 6.45% or less than 5.05%. For purposes of these Notes, the following terms shall have the following meanings: "GBP Swap Rate" means the mid-market quotation for the three-year Pound Sterling Swap Rate, expressed as a percentage, as displayed on Telerate Page 42279 at approximately 11:00 a.m. (London time) on the Weekly Determination Date. If such mid-market rate does not appear on Telerate Page 42279 at such time on the Weekly Determination Date, "GBP Swap Rate" will mean the mid-market quotation for the three-year Pound Sterling Swap Rate, expressed as a percentage, as displayed on Reuters Page ICAQ at approximately 11:00 a.m. (London time) on the Weekly Determination Date. If such rate does not appear on Reuters Page ICAQ at such time on the Weekly Determination Date, the Calculation Agent will request the principal London offices of each of the three Reference Dealers (as defined below) to provide the Calculation Agent with its mid-market quotation for the three-year Pound Sterling Swap Rate at approximately 12:00 p.m. (London time) on the Weekly Determination Date and in an amount that is representative of a single transaction for such Reference Dealer at such time. In such case, "GBP Swap Rate" will be the arithmetic mean (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) of each Reference Dealer's mid-market quotation. In the event the Calculation Agent is unable to obtain quotations from at least three Reference Dealers, the GBP Swap Rate will be determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. "Reuter's Page ICAQ" means the display designated as Page ICAQ on the Reuters Monitor Money Rates Service (or such other page as may replace Page ICAQ on that service or such other service as may be nominated as the information vendor for the purpose of displayed quotations for three-year Pound Sterling Swap Rate). "Telerate Page 42279" means the display designated as Page 42279 on the Dow Jones Telerate Service (or such other page as may replace Page 42279 on that service or such other service as may be nominated as the information vendor for the purpose of displaying quotations for the three-year Pound Sterling Swap Rate). "Weekly Determination Date" means Monday of each week, beginning September 26, 1994 and ending January 23, 1995; provided, however, that if a Weekly Determination Date falls on a day which is not a Business Day, the Weekly Determination Date will be the next succeeding Business Day. "Calculation Agent" means Morgan Guaranty Trust Company of New York. 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. "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 and London, England. "Reference Dealers" means any major bank or banking corporation in London, selected in good faith by the Calculation Agent which will provide mid-market quotations on the three-year Pound Sterling Swap Rate. "Pound Sterling Swap Rate" means, in general, a mid-market fixed-rate of interest that a hypothetical fixed-rate payor would be prepared to pay under a constant maturity interest- rate-swap or -exchange agreement, and for which such payor would expect to receive, in return, a floating rate of interest over a period of three years equal to the then- prevailing six-month Pound Sterling LIBOR rate determined on an Actual/365 day basis. Historical Swap Rates The table below sets forth the GBP Swap Rate on the ending dates of the indicated calendar quarters. The fluctuations in the GBP Swap 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 interest rate on the Notes is unfavorably affected by the GBP Swap Rate being greater than 6.45% or less than 5.05%. On January 25, the GBP Swap Rate was 5.53%.
Historical GBP Swap Rate Year/Quarter GBP Swap Rate % 1989: 1st Q 11.78% 2nd Q 12.43% 3rd Q 12.96% 4th Q 12.96% 1990: 1st Q 14.13% 2nd Q 12.95% 3rd Q 12.98% 4th Q 11.65% 1991: 1st Q 10.94% 2nd Q 10.79% 3rd Q 10.01% 4th Q 10.30% 1992: 1st Q 10.45% 2nd Q 9.43% 3rd Q 8.43% 4th Q 7.30% 1993: 1st Q 6.68% 2nd Q 6.75% 3rd Q 6.17% 4th Q 5.43%
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 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, or U.S. Holders whose functional currency is other than the U.S. dollar. The discussion below is based upon the Internal Revenue Code of 1986, as amended, and final, temporary and proposed U.S. 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 Federal Taxation" in the Prospectus Supplements. 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. Although the matter is not free from doubt, under the foregoing principles, the amount payable with respect to a Note at the 10.10% 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 are received in accordance with such holder's regular method of tax accounting. Under these same principles, upon retirement of a Note, if 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 Stated Maturity Date for an amount equal to the Indexed Principal Amount. A U.S. Holder generally would recognize a 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. 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 generally should be short-term capital gain or loss. 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 Notes were treated as contingent payment debt obligations and if the 1986 Proposed Regulations are ultimately adopted in their current form, such regulations could apply to the Notes and 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 non-contingent 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 Notes will be taxed as described below regardless of whether such payments are designated as "principal" or "interest." Applying these rules, if the sum of the Interest Payments and the Indexed Principal Amount (the "Total Redemption Amount") equals or exceeds the Face Amount, then 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 date on which the amount payable at maturity (i.e., the Indexed Principal Amount) is determined, regardless of the U.S. Holder's regular method of tax accounting. If, however, the Total Redemption Amount is less than the Face Amount, then a U.S. Holder should recognize a short-term capital loss under this set of rules in an amount equal to the excess of the Face Amount over the Total Redemption Amount. There is no assurance that the 1986 Proposed Regulations will be adopted or, if adopted, adopted in their current form. 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 which 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. 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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