UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 11, 2006
TOYOTA MOTOR CREDIT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California | | 1-9961 | | 95-3775816 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | |
19001 South Western Avenue | | |
Torrance, California | | 90501 |
(Address of Principal Executive Offices) | | (Zip Code) |
(310) 468-1310
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-132201), filed by Toyota Motor Credit Corporation (the “Company”) with the Securities and Exchange Commission covering debt securities issuable under an Indenture, dated as of August 1, 1991, between JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank) (“JPMorgan”) and the Company, as supplemented by a First Supplemental Indenture, dated as of October 1, 1991 and a Second Supplemental Indenture, dated as of March 31, 2004 (collectively, the “Indenture”), among the Company, JPMorgan and Deutsche Bank Trust Company Americas (as successor to Bankers Trust Company), pursuant to which JPMorgan will act as trustee. In connection therewith, the Company has entered into a Purchase Agreement, dated May 11, 2005 (the “Purchase Agreement”), between the Company and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nomura Securities International, Inc., as representatives of the underwriters set forth therein, in connection with the sale by the Company and purchase by the Underwriters of $750,000,000 aggregate principal amount of 5.45% Notes due 2011 (the “Notes”). The exhibits consist of the Purchase Agreement and the form of Notes.
Item 9.01 Financial Statements and Exhibits
(d) EXHIBITS
Exhibit No. | | Description |
| | |
1.1 | | Purchase Agreement, dated May 11, 2005, among Toyota Motor Credit Corporation and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nomura Securities International, Inc., as Representatives of the Underwriters. |
| | |
4.1 | | Form of Notes. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | TOYOTA MOTOR CREDIT CORPORATION |
| | (Registrant) |
| | |
| | |
| By: | /s/ David Pelliccioni | |
Date: May 16, 2006 | | David Pelliccioni |
| | Secretary |
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