-----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, ghSGk+S7laSu7FFmF/zKPvTe6cScPQpEwULKCcpemTKYx9/jZ1Xrsr5glIMCSQR/ 4vFV7iObkXVfNdA9CvbLJw== 0000834071-94-000015.txt : 19940302 0000834071-94-000015.hdr.sgml : 19940302 ACCESSION NUMBER: 0000834071-94-000015 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940222 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: 94511104 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 FEBRUARY 15, 1994 Pricing Supplement dated February 15, 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: $30,000,000 Trade Date: February 15, 1994 Issue Price: 100% Original Issue Date: February 22, 1994 Interest Rate: 3.85% Net Proceeds to Issuer: $29,955,000 Interest Payment Dates: August 22, 1994 and Agent's Discount or Commission: 0.15% February 22, 1995 Stated Maturity Date: February 22, 1995 ______________________________________________________________________________________ Calculation Agent: Merrill Lynch Capital Services, Inc. Day Count Convention: [x] 30/360 for the period from February 22,1994 to February 22,1995 [ ] 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 Interest Interest on the Medium-Term Notes offered hereby (the "Notes") will be paid at a fixed rate of 3.85% per annum. Principal Payment at Maturity Principal (the "Indexed Principal Amount") payable on the Notes will be payable in U.S. dollars on the date of Maturity in an amount determined in accordance with the following formula: P + [P x 10 x (1.15% - LIBOR Change)] provided however, that in no event shall the Indexed Principal amount be less than 50% of the Face Amount of the Notes. The Notes will be issued in minimum denominations of $1,000,000 and integral multiples of $1,000,000 in excess thereof. The holders of the Notes may exercise an option (the "Principal Lock Option") to "lock in" the LIBOR Change component of the above formula in accordance with the terms of the following paragraph. The exercise of the Principal Lock Option shall be binding and irrevocable. The Principal Lock Option may only be exercised through written notice, delivered to the Calculation Agent, signed by or on behalf of all the holders of the Notes. The notice to exercise the Principal Lock Option must be delivered to the Calculation Agent on a Business Day that is subsequent to April 22, 1994 but is at least two Business Days prior to the Stated Maturity Date (such delivery date being the "Notice Date"). The notice must indicate the date on which the Swap Rate Lock Option is to be exercised (the "Exercise Date"). The Exercise Date must be a Business Day, must be at least two Business Days after the Notice Date and must be no later than the Stated Maturity Date. For purposes of the Notes, the following terms shall have the following meaning: "P" means the Face Amount of the Notes. If the Principal Lock Option is not exercised, "LIBOR Change" means the absolute value of the difference between (i) the Starting LIBOR Rate and (ii) the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of 3-month LIBOR for U.S. dollar deposits for each of the Daily Business Dates, expressed as a percentage, as displayed on Telerate Page 3750 at approximately 11:00 a.m. (London time) on the Daily Business Date. If such rate does not appear on Telerate Page 3750 at such time on any of the Daily Business Dates, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for U.S. dollar deposits, to prime banks in the London interbank market at approximately 11:00 a.m. London time, on such Daily Business Date, for a period of three months and in a principal amount that is representative for a single transaction in U.S. dollar deposits in such market at such time. If at least two such quotations are provided, 3- month LIBOR for U.S. dollar deposits on such Daily Business Date will be the arithmetic mean of such quotations (rounded as provided above). If fewer than two quotations are provided, the Calculation Agent will request the principal New York offices of each of three major reference banks in the New York interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for loans in U.S. dollars for a period of three months to leading European banks at approximately 11:00 a.m., New York time on the Daily Business Date and in a principal amount that is representative for a single transaction in such market at such time. If at least two such quotations are provided, 3-month LIBOR for U.S. dollar deposits will be the arithmetic mean of such quotations (rounded as provided above). If fewer than two quotations are provided, 3-month LIBOR for such Daily Business Date will be determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. If the Principal Lock Option is exercised, "LIBOR Change" means the absolute value of the difference between (i) the Starting LIBOR Rate and (ii) the forward 3-month LIBOR rate for U.S. dollar deposits for delivery on the Stated Maturity Date, expressed as a percentage, as determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. "Starting LIBOR Rate" shall means 3.5625%. "Telerate Page 3750" means the display designated as Page 3750 on the Dow Jones Telerate Service (or such other page as may replace Page 3750 on that service or such other service as may be nominated as the information vendor for the purpose of displaying quotations for the 3-month LIBOR rate for U.S. dollar deposits). "Daily Business Dates" means each of the last five Business Days of the period ending and including February 17, 1995. "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. "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. In the event the Principal Lock Option is not exercised and the maturity of the Notes is accelerated due to an Event of Default, the Calculation Agent shall determine the LIBOR Change component as if the Principal Rate Lock Option had been exercised and the date of Maturity had been designated as the Exercise Date. 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 Supplements) 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 United States dollar. 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 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 3.85% 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, the excess of the Indexed Principal Amount over the Face Amount, if any, would be treated as contingent interest and generally would 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, 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 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 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 Notes 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 date on which the Indexed Principal Amount is determined, regardless of the U.S. Holder's regular method of tax accounting. 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. Moreover, applying the 1986 Proposed Regulations, in the event that the Principal 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. In addition, under such circumstances, if the sum of the Interest Payments and the Discounted Indexed Principal Amount 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 Stated Maturity Date for an amount equal to the Face Amount. If, however, the sum of the Interest Payments and 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 Stated Maturity Date for an amount equal to the sum of the Interest Payments and the Discounted Indexed Principal Amount. 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 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. 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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