-----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, MxGwhi/4khGshmtAiSeIorYzwJS/Ah450sfVTa/OJpeYGnrquoGL9Jo1pnN9M2w8 jZo3EKfZ7nJRVOjEA+JWVQ== 0000834071-94-000020.txt : 19940421 0000834071-94-000020.hdr.sgml : 19940421 ACCESSION NUMBER: 0000834071-94-000020 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940406 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: 94520493 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 MARCH 28, 1994 Pricing Supplement dated March 28, 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: $12,000,000 Trade Date: March 28, 1994 Issue Price: 100% Original Issue Date: April 11, 1994 Interest Rate: 15.0% Net Proceeds to Issuer: $11,979,000 Interest Payment Dates: October 11, 1994, Agent's Discount or Commission:0.175% April 11, 1995 and October 11, 1995 Stated Maturity Date: October 11, 1995 ______________________________________________________________________________________ Calculation Agent: Merrill Lynch Capital Services, Inc. Day Count Convention: [x] 30/360 for the period from April 11, 1994 to October 11, 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 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 + [Face Amount x (5.82% - Stripped Spread)] / 5.82%; provided, however, that the payment in respect of the Indexed Principal Amount shall in no event be less than zero, and provided further, that in the event that the Stripped Spread at any time on any Business Day from April 11, 1994 to but not including the date that is two Business Days prior to the date of Maturity, as determined in good faith by the Calculation Agent, is greater than or equal to 10% (such an event, an "Automatic Locking Event"), the Indexed Principal Amount shall equal zero. For purposes of the Notes, the following terms shall have the following meanings: "Stripped Spread" means, with respect to a Determination Date, the amount (expressed as a percentage) obtained by subtracting the Treasury Offer Yield from the Stripped IRR. "Treasury Offer Yield" means, with respect to a Determination Date, the yield-to-maturity (expressed as a percentage) on the 7.125% United States Treasury Bond due February 2023 (the "Treasury Bond"), as displayed on Bloomberg Page PX8 (as defined below) as of approximately 11:00 a.m., New York City time, on the Determination Date. If such yield-to-maturity does not appear, the Calculation Agent will request the principal New York offices of three Reference Dealers to provide the Calculation Agent with its yield-to-maturity on the Treasury Bond, calculated on the basis of the offered price of the Treasury Bond as of 11:00 a.m., New York City time, on the Determination Date. In such case, "Treasury Offer Yield" will be the arithmetic mean (rounded to the second decimal place, rounding up if the third decimal place, without regard to rounding, if five or higher and otherwise truncating after the second decimal place) of each Reference Dealer's quotation. In the event the Calculation Agent is unable to obtain quotations from three Reference Dealers, Treasury Offer Yield will be determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. "Stripped IRR" means, with respect to a Determination Date, the internal rate of return, expressed as a percentage, calculated using (a)(i) the Argentina Bond Bid Price minus (ii) the U.S. Treasury Strip Offer Price as the initial cash outflow and (b) the scheduled interest payments on the Argentina Bond as the future cash inflows. "Argentina Bond Bid Price" means, with respect to a Determination Date, the bid price quotation for the Republic of Argentina 4.25% Fixed Rate Par Brady Bonds due 3/31/23 Series L (the "Argentina Bond"), expressed in U.S. dollars. In determining the Argentina Bond Bid Price, the Calculation Agent will request the principal New York offices of three Reference Dealers to provide the Calculation Agent with its bid price quotation on the Argentina Bond as of 11:00 a.m., New York City time, on the Determination Date. "Argentina Bond Bid Price" 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 quotation. In the event the Calculation Agent is unable to obtain quotations from three Reference Dealers, Argentina Bond Bid Price will be determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. "U.S. Treasury Strip Offer Price" means, with respect to a Determination Date, the offer price quotation for the United States Treasury Zero Coupon Bond due May 2021 (the "Treasury Strip"), expressed in U.S. dollars, as displayed on Bloomberg Page PXS5 (as defined below), as of approximately 11:00 a.m., New York City time, on the Determination Date. If such offered price does not appear, the Calculation Agent will request the principal New York offices of three Reference Dealers to provide the Calculation Agent with its offered price quotation on the Treasury Strip as of 11:00 a.m., New York City time, on the Determination Date. In such case, "U.S. Treasury Strip Offer Price" 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 quotation. In the event the Calculation Agent is unable to obtain quotations from three Reference Dealers, U.S. Treasury Strip Offer Price will be determined by the Calculation Agent by such method as the Calculation Agent determines, in good faith, in its sole discretion. "Bloomberg Page PX8" means the display designated as PX8 on the Bloomberg Financial Markets Commodities News Service (or such other page as may replace PX8 on that service or such other service as may be nominated as the information vendor for the purpose of displaying quotations for the Treasury Strip). "Bloomberg Page PXS5" means the display designated as PXS5 on the Bloomberg Financial Markets Commodities News Service (or such other page as may replace PXS5 on that service or such other service as may be nominated as the information vendor for the purpose of displaying quotations for the Treasury Strip). "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 Business Day prior to the date of Maturity, except for purposes of determining whether an Automatic Locking Event has occurred. For purposes of determining whether an Automatic Locking Event has occurred, "Determination Date" means the day on which the components of the Stripped Spread will be measured. "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 the applicable prices, yields or rates. Interest If an Automatic Locking Event occurs, interest shall cease to accrue on the date of the Automatic Locking Event. Prior to such date, if any, interest will accrue from and including the last Interest Payment Date to which interest has been paid (or from the Original Issue Date if no interest has been paid) to but excluding such date of the Automatic Locking Event. 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 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. Although the matter is not free from doubt, under the foregoing principles, the amount payable with respect to a Note at the 15.00% 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 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, 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, 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 should be a capital gain or loss, and would be long term if the U.S. Holder had held the Note for more than one year. 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 would 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 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 capital loss in an amount equal to the excess of the Face Amount over the Total Redemption Amount. Such capital loss should be long-term if the U.S. Holder has held the Note for more than one year. 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 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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