-----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, EpIgqQn5okbpk378dX0Ouvuj8UKnF72+6BLyrkw+mJCwVKgrZsIaP6ky02VoUmyv FazRc7HT3XgbJLRMCyZv+g== 0001047469-98-034349.txt : 19980914 0001047469-98-034349.hdr.sgml : 19980914 ACCESSION NUMBER: 0001047469-98-034349 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980911 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: POS AM SEC ACT: SEC FILE NUMBER: 333-60913 FILM NUMBER: 98708133 BUSINESS ADDRESS: STREET 1: 19001 S WESTERN AVE STREET 2: PO BOX 2958 FN12 CITY: TORRANCE STATE: CA ZIP: 90509-2958 BUSINESS PHONE: 3107871310 MAIL ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 POS AM 1 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1998 REGISTRATION NO. 333-60913 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ TOYOTA MOTOR CREDIT CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 95-3775816 (State of incorporation) (I.R.S. Employer Identification Number)
19001 SOUTH WESTERN AVENUE TORRANCE, CALIFORNIA 90509 (310) 787-1310 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ALAN COHEN, ESQ. GENERAL COUNSEL TOYOTA MOTOR CREDIT CORPORATION 19001 SOUTH WESTERN AVENUE TORRANCE, CALIFORNIA 90509 (310) 787-1310 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: DAVID J. JOHNSON, JR., ESQ. DIANA HUNT RICHARDSON, ESQ. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 (213) 430-6000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY MARKET CONDITIONS. ------------------------ If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses of this offering are estimated as follows: SEC Registration Fee........................................... $1,268,500 Printing and engraving expenses................................ 30,000 Legal fees and expenses........................................ 150,000 Accounting fees and expenses................................... 50,000 Trustees fees.................................................. 35,000 Miscellaneous.................................................. 15,000 ---------- Total...................................................... $1,548,500 ---------- ----------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an officer or director of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. TMCC's Bylaws authorize TMCC to indemnify its officers and directors to the maximum extent permitted by the California Corporations Code. TMCC has entered into indemnification agreements with its officers and directors to indemnify such officers and directors to the maximum extent permitted by the California Corporations Code. ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION - --------------- ----------------------------------------------------------------------------------------------- 4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC and The Chase Manhattan Bank, N.A. 4.1(b)(2) First Supplemental Indenture dated as of October 1, 1991 among TMCC, Bankers Trust Company and The Chase Manhattan Bank, N.A. 5.1(4) Opinions of Alan Cohen, Esq., General Counsel of TMCC, and O'Melveny & Myers LLP. 12.1(3) Calculation of ratio of earnings to fixed charges. 15.1(4) Accountants Awareness Letter. 23.1(4) Consent of PricewaterhouseCoopers LLP. 23.2(4) Consent of Alan Cohen, Esq., General Counsel of TMCC (included in Exhibit 5.1). 23.3(4) Consent of O'Melveny & Myers LLP (included in Exhibit 5.1). 24.1(4) Power of Attorney.
II-1
EXHIBIT NO. DESCRIPTION - --------------- ----------------------------------------------------------------------------------------------- 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank. 25.2(4) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers Trust Company.
- ------------------------ (1) Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-52359. (2) Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-42854. (3) Incorporated herein by reference to the same numbered exhibits filed with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the fiscal year ended September 30, 1997 and TMCC's Quarterly Report on Form 10-Q, File No. 1-9961 for the quarterly period ended June 30, 1998. (4) Previously filed. ITEM 17. UNDERTAKINGS. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a) (3) of the Securities Act, unless the information required to be included in such post-effective amendment is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities II-2 offered therein, and the offering of such securities at that time shall be deemed to be the initial bone fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on the 11th day of September, 1998. TOYOTA MOTOR CREDIT CORPORATION By: /s/ GEORGE E. BORST ----------------------------------------- George E. Borst SENIOR VICE PRESIDENT AND GENERAL MANAGER
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 11th day of September, 1998.
SIGNATURE TITLE - ------------------------------ ------------------------------------------------ GEORGE E. BORST* Senior Vice President, General Manager and - ------------------------------ Director George E. Borst (principal executive officer) NOBU SHIGEMI* - ------------------------------ Senior Vice President, Treasurer and Director Nobu Shigemi (principal financial officer) GREGORY WILLIS* - ------------------------------ Vice President-Finance and Administration Gregory Willis (principal accounting officer) DOUGLAS WEST* - ------------------------------ Director Douglas West YALE GIESZL* - ------------------------------ Director Yale Gieszl ROBERT PITTS* - ------------------------------ Director Robert Pitts
*By: /s/ GEORGE E. BORST ------------------------- George E. Borst ATTORNEY-IN-FACT
II-4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - --------------- ---------------------------------------------------------------------------------------------------- 4.1(a)(1) Indenture dated as of August 1, 1991 between TMCC and The Chase Manhattan Bank, N.A. 4.1(b)(2) First Supplemental Indenture dated as of October 1, 1991 among TMCC, Bankers Trust Company and The Chase Manhattan Bank, N.A. 5.1(4) Opinions of Alan Cohen, Esq., General Counsel of TMCC, and O'Melveny & Myers LLP. 12.1(3) Calculation of ratio of earnings to fixed charges. 15.1(4) Accountants Awareness Letter. 23.1(4) Consent of PricewaterhouseCoopers LLP. 23.2(4) Consent of Alan Cohen, Esq., General Counsel of TMCC (included in Exhibit 5.1). 23.3(4) Consent of O'Melveny & Myers LLP (included in Exhibit 5.1). 24.1(4) Power of Attorney. 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank. 25.2(4) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers Trust Company.
- ------------------------ (1) Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-52359. (2) Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-42854. (3) Incorporated herein by reference to the same numbered exhibits filed with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the fiscal year ended September 30, 1997 and TMCC's Quarterly Report on Form 10-Q, File No. 1-9961 for the quarterly period ended June 30, 1998. (4) Previously filed. EX-25.1 2 EXHIBIT 25.1 ___________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 _________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ___________________________________________ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ________________________________________ THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) ____________________________________________ TOYOTA MOTOR CREDIT CORPORATION (Exact name of obligor as specified in its charter) CALIFORNIA 95-3775816 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 19001 SOUTH WESTERN AVENUE TORRANCE, CALIFORNIA 90509 (Address of principal executive offices) (Zip Code) ____________________________________________ DEBT SECURITIES (Title of the indenture securities) ____________________________________________ GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 11th day of September, 1998. THE CHASE MANHATTAN BANK By /s/ R. Lorenzen ------------------------- R. Lorenzen Senior Trust Officer - 2 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 1998, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................... $ 12,546 Interest-bearing balances ................................... 6,610 Securities: ................................................... Held to maturity securities..................................... 2,014 Available for sale securities................................... 46,342 Federal funds sold and securities purchased under agreements to resell ........................................ 27,489 Loans and lease financing receivables: Loans and leases, net of unearned income $129,281 Less: Allowance for loan and lease losses 2,796 Less: Allocated transfer risk reserve .... 0 -------- Loans and leases, net of unearned income, allowance, and reserve ...................................... 126,485 Trading Assets ................................................. 58,015 Premises and fixed assets (including capitalized leases)...................................................... 3,001 Other real estate owned ........................................ 260 Investments in unconsolidated subsidiaries and associated companies......................................... 255 Customers' liability to this bank on acceptances outstanding ................................................. 1,245 Intangible assets ................................................................ 1,492 Other assets ................................................... 16,408 -------- TOTAL ASSETS ................................................... $302,162 -------- -------- - 3 - LIABILITIES Deposits In domestic offices ......................................... $99,347 Noninterest-bearing ........................... $41,566 Interest-bearing .............................. 57,781 In foreign offices, Edge and Agreement, subsidiaries and IBF's ...................................... 80,602 Noninterest-bearing ........................... $ 4,109 Interest-bearing .............................. 76,493 Federal funds purchased and securities sold under agree- ments to repurchase............................................. 37,760 Demand notes issued to the U.S. Treasury ....................... 1,000 Trading liabilities............................................. 42,941 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ............... 4,162 With a remaining maturity of more than one year through three years........................................ 213 With a remaining maturity of more than three years........... 106 Bank's liability on acceptances executed and outstanding 1,245 Subordinated notes and debentures .............................. 5,408 Other liabilities .............................................. 11,796 TOTAL LIABILITIES .............................................. 284,580 -------- EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock ................................................... 1,211 Surplus (exclude all surplus related to preferred stock)....... 10,441 Undivided profits and capital reserves ......................... 5,916 Net unrealized holding gains (losses) on available-for-sale securities ............................... (2) Cumulative foreign currency translation adjustments ............ 16 TOTAL EQUITY CAPITAL ........................................... 17,582 -------- TOTAL LIABILITIES AND EQUITY CAPITAL ........................... $302,162 -------- --------
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR. ) - 4 - -----END PRIVACY-ENHANCED MESSAGE-----