FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of: May 20, 1998
NEWCOURT CREDIT GROUP INC.
BCE Place, 181 Bay Street
Suite 3500, P.O. Box 827
Toronto, Ontario
Canada, M5J 2T3
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F / / Form 40-F /X/
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes / / No /X/
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b)]
82-
SIGNATURES
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.
Date: May 20,1998
NEWCOURT CREDIT GROUP INC.
By: John P. Stevenson
Corporate Secretary
<PAGE>
For Immediate Release
Trading Symbol: NCT Contact: John Sadler
Exchange Listings: Toronto Executive Vice President
Montreal Corporate Affairs
New York (416) 594-2400
Newcourt completes US$400 million common equity placement
to refinance preferred securities
U.S.-based Janus Capital Corporation acquires 5.8 % equity interest
TORONTO, May 20, 1998 - Newcourt Credit Group (Newcourt)
announced today that it has agreed to issue 8,668,446 Special Warrants at a
price of US$46.14 (C$66.75) per Special Warrant to Janus Capital
Corporation (Janus) on behalf of certain mutual funds under Janus' control
and direction. The Special Warrants are exercisable into Common Shares
of Newcourt Credit Group on a one-for-one basis upon the issuance of a
receipt by the Ontario Securities Commission for the final prospectus
relating to the Common Shares. The purchase price represents a one
percent premium to yesterday's closing price of US$45 11/16 (C$66.10) of
Newcourt's Common Shares.
The Company will file a prospectus with the Ontario Securities
Commission and a registration statement with the United States Securities
and Exchange Commission relating to the Common Shares issuable upon
exercise of the Special Warrants. The gross proceeds of the offering of
US$400 million will be held in escrow pending issuance by the Ontario
Securities Commission of a receipt for the final prospectus.
Newcourt intends to use approximately three quarters of the net proceeds to
retire or provide for a defeasance of certain outstanding preferred securities
of the Company with the remainder to be used to finance the Company's
growth and other general corporate purposes. The proceeds of the offering
will increase the Company's tangible net common equity by 29% to over
US$1.7 billion (C$2.5 billion) which further strengthens the Company's
capital structure and quality of leverage.
"Due to the positive impact this intended refinancing would have on our
leverage and our ability to use the remaining proceeds to finance growth in
our core businesses, management expects that the incremental net income
that would be generated from this transaction would not be dilutive to our
earnings per share," noted Daniel Jauernig, Newcourt Services President
and the Company's Chief Financial Officer.
Upon the exercise of the Special Warrants, Newcourt will have a total of
148,273,574 common shares issued and outstanding.
The Common Shares purchased by Janus under this transaction represent
approximately 5.8% of the Company's total issued and outstanding shares.
Founded in 1970, Janus Capital Corporation is a Denver-based investment
management company with approximately US$85 billion under
management.
<PAGE>
Newcourt Credit Group is one of the world's leading sources of asset-based
financing serving the corporate commercial and institutional markets with
owned and managed assets of US$22.4 billion (C$31.9 billion) and a global
distribution capability in 24 countries.
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