-----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, HtDuIuZxFa4+Wc0KEFvBW7vU745ZHg45rJeKpZhpd39fPPfNUXwCix/uluuhfUTX TGg1K5oed0ET2uiqpw10fQ== 0000834071-96-000038.txt : 19960923 0000834071-96-000038.hdr.sgml : 19960923 ACCESSION NUMBER: 0000834071-96-000038 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960920 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: 96632558 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 September 23, 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 - Floating Rate/Fixed Rate ________________________________________________________________________________ Principal Amount: $23,000,000 Trade Date: September 11, 1996 Issue Price: 100% Original Issue Date: September 23, 1996 Interest Rate: See Addendum Net Proceeds to Issuer: $23,000,000 Interest Payment Dates: See Addendum Principal's Discount or Stated Maturity Date: September 23, 1998 Commission: 0.0% ________________________________________________________________________________ Calculation Agent: Bankers Trust Company Interest Calculation: [ ] Regular Floating Rate Note [X] Floating Rate/Fixed Rate Note [ ] Inverse Floating Rate Note (Fixed Rate Commencement (Fixed Interest Rate): Date): See Addendum [ ] Other Floating Rate Note (Fixed Interest Rate): See Addendum (see attached) Interest Rate Basis: [ ] CD Rate [ ] Commercial Paper Rate [ ] Prime Rate [ ] Eleventh District Cost of Funds Rate [ ] Federal Funds Rate [X] LIBOR [ ] Treasury Rate [ ] Other (see attached) If LIBOR, Designated LIBOR Page: [ ] Reuters Page: [x] Telerate Page: 3750 Initial Interest Reset Date: December 23, 1996 Spread (+/-): +.20% Interest Rate Reset Period: Quarterly Spread Multiplier: N/A Interest Reset Dates: December 23, Maximum Interest Rate: N/A March 23, June 23 and September 23 Interest Payment Dates: December 23, Minimum Interest Rate: N/A March 23, June 23, and September 23, Index Maturity: 3 month commencing December 23, 1996 Index Currency: U.S. Day Count Convention: [x] 30/360 for the period from the Fixed Rate Commencement Date to September 23, 1998 [x] Actual/360 for the period from September 23, 1996 to but excluding the Fixed Rate Commencement Date [ ] 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: September 23, 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 ADDENDUM - ADDITIONAL TERMS OF THE NOTES Interest The Floating Rate/Fixed Rate Notes (the "Notes") offered by this Pricing Supplement shall bear interest at a floating rate from the Original Issue Date to but excluding the Fixed Rate Commencement Date. Thereafter, the Notes shall bear interest at a fixed rate. The Initial Interest Rate for the Notes shall be equal to LIBOR determined on September 19, 1996 plus 0.20%. Notwithstanding anything contained in the Prospectus or the Prospectus Supplement to the contrary, for so long as the Notes bear interest at the floating rate, the Interest Determination Date with respect to each Interest Reset Date shall be the second New York and London Business Day preceding such Interest Reset Date. For purposes of this pricing supplement, a "New York and London Business Day" shall mean a day which is both (x) any day other than a Saturday or Sunday, or any other day on which banks in the City of New York are generally authorized or obligated by law or executive order to close; and (y) any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. Notwithstanding anything contained in the Prospectus or the Prospectus Supplement to the contrary, if any Interest Payment Date with respect to an Interest Calculation Period that commenced on an Interest Reset Date on which the applicable interest rate is a Floating Rate would otherwise be a day that is not a New York Business Day, such Interest Payment Date will be the next succeeding day that is a New York Business Day except if such New York Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding New York Business Day, and interest payments will equal the amount of interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid to but excluding the related Interest Payment Date. Notwithstanding anything to the contrary in the Prospectus or the Prospectus Supplement, if either any Interest Payment Date with respect to an Interest Calculation Period that commenced on an Interest Reset Date on which the applicable interest rate is a Fixed Rate or Maturity falls on a day that is not a New York Business Day, the related payment of interest will be made on the next succeeding New York Business Day as if made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity, as the case may be. For purposes of this pricing supplement, a "New York Business Day" shall mean a day which is any day other than a day which is a Saturday or Sunday or any other day on which banks in the City of New York are generally authorized or obligated by law or executive order to close. The Fixed Rate Commencement Date shall be September 23, 1997, except that TMCC may elect that either March 23, 1997 or June 23, 1997 shall be the Fixed Rate Commencement Date, in which event such date shall be the Fixed Rate Commencement Date. TMCC shall give to the Trustee at least 10 calendar days prior notice to elect either of such dates as the Fixed Rate Commencement Date. The Notes shall bear interest at the then applicable Fixed Interest Rate from and including the Fixed Rate Commencement Date to but excluding the next succeeding Interest Reset Date as set forth in the following table (recognizing that the Fixed Interest Rates specified for March 23 and June 23, 1997, will not be applicable unless TMCC elects one of such dates as the Fixed Rate Commencement Date):
Interest Reset Dates Interest Rate March 23, 1997 6.50% June 23, 1997 6.75% September 23, 1997 7.00% December 23, 1997 7.25% March 23, 1998 7.50% June 23, 1998 7.75%
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 10 Business 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 Inc., Lehman Brothers Inc., acting as principal, has agreed to purchase and TMCC has agreed to sell the Notes at 100% of their principal amount. Lehman Brothers Inc. 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 Inc. After the initial public offering of the Notes, the public offering price may be changed by Lehman Brothers Inc. Under the terms and conditions of the Distribution Agreement, Lehman Brothers, Inc. 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 September 23, 1997 (the "Initial Redemption Date"), and as variable rate debt instruments not having any OID. From the date of issuance until the Fixed Rate Commencement Date, the amounts payable with respect to a Note at the floating rate 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. 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 Interest Payment Date thereafter for an additional 3 month 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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