Filed Pursuant to Rule 424(b)(2)
Registration No. 33-59415
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 26, 1995.
$200,000,000
Commercial Credit Company
6 1/2% Notes Due June 1, 2005
Interest payable June 1 and December 1
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The 6 1/2% Notes Due June 1, 2005 (the "Notes") will not be redeemed prior to
maturity and will not be subject to any sinking fund. See "Description of
Notes."
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes will be initially represented by
one or more global notes registered in the name of The Depository Trust Company
("DTC") or its nominee. Beneficial interests in Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. Owners of beneficial interests in Notes will be entitled to
physical delivery of Notes in certificated form equal in principal amount to
their respective beneficial interests only under the limited circumstances
described herein. See "Description of Notes--Book-Entry Notes."
Settlement for the Notes will be made in immediately available funds. The Notes
will trade in the Same-Day Funds Settlement System of DTC, and, to the extent
that secondary market trading activity in the Notes is effected through the
facilities of DTC, such trades will be settled in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE><CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions(2) Company (1)(3)
------------- --------------- -------------
<S> <C> <C> <C>
Per Note................................... 99.159% .65% 98.509%
Total...................................... $198,318,000 $1,300,000 $197,018,000
</TABLE>
(1) Plus accrued interest from June 1, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deduction of expenses payable by the Company estimated at $75,000.
--------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery of the
Notes, in book-entry form, will be made through the facilities of DTC, on or
about June 9, 1995 against payment in immediately available funds.
CS First Boston Citicorp Securities, Inc.
The date of this Prospectus Supplement is June 2, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
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CAPITALIZATION
The following table sets forth the capitalization of the Company at March
31, 1995 and as adjusted to give effect to the issuance and sale of the Notes
and the issuance and sale of additional long-term debt of the Company after
March 31, 1995 through the date hereof (including $200,000,000 aggregate
principal amount of 6 5/8% notes expected to be issued on June 6, 1995), and the
application of the proceeds from each of these transactions to the repayment of
short-term borrowings, as if such transactions had occurred on March 31, 1995.
<TABLE>
<CAPTION>
AT MARCH 31, 1995
--------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:
Certificates of deposit......................... $ 82.8 $ 82.8
Short-term borrowings........................... 1,827.5 827.5
Long-term debt.................................. 4,510.0 5,510.0
----------- -----------
Total debt.................................. $ 6,420.3 $ 6,420.3
----------- -----------
Stockholder's equity:
Common stock ($.01 par value)--1,000
shares authorized: issued--1 share............ -- --
Additional paid-in capital...................... 163.5 163.5
Retained earnings............................... 991.6 991.6
Other........................................... (15.0) (15.0)
----------- -----------
Total stockholder's equity.................. 1,140.1 1,140.1
----------- -----------
Total capitalization.............................. $ 7,560.4 $ 7,560.4
----------- -----------
----------- -----------
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE><CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------------------
1995 1994 1993 1992 1991 1990
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............. 1.63 1.83 2.09 2.12* 1.67 1.54
</TABLE>
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* Included in earnings from continuing operations before income taxes (used in
the computation above) are net gains of $47.0 million resulting from the sale
of stock of Inter-Regional Financial Group, Inc., the sale of the Company's
investment in the common stock of Musicland Stores Corporation and the sale of
50% of Commercial Insurance Resources, Inc. Without giving effect to these net
gains, the ratio of earnings to fixed charges for 1992 would have been 1.99.
The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes and fixed charges by the
fixed charges. For purposes of these ratios, fixed charges consist of interest
expense and that portion of rentals deemed representative of the appropriate
interest factor.
S-2
<PAGE>
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
will be added to its general corporate funds and may be used to reduce or
refinance other borrowings, for investments or for general corporate purposes.
In order to fund its financial services business, the Company expects to incur
additional indebtedness in the future.
DESCRIPTION OF NOTES
The following description of the terms of the Notes offered hereby (referred
to in the Prospectus as the "Offered Securities") supplements the description of
the general terms of Securities set forth in the Prospectus, to which
description reference is hereby made. The following summary of the Notes is
qualified in its entirety by reference thereto and to the Indenture referred to
therein.
The Notes will be limited to $200,000,000 in aggregate principal amount, as
a result of which, as of June 2, 1995, $750,000,000 aggregate principal amount
of Securities remains currently available to be offered by the Company under the
Registration Statement of which this Prospectus Supplement and the accompanying
Prospectus form a part. The Notes will be issued only in fully registered form
without coupons, in denominations of $1,000 and integral multiples thereof.
Initially, the Notes will be issued in the form of one or more global notes
(each, a "Book-Entry Note") registered in the name of DTC or its nominee, as
described below. The Notes will bear interest from June 1, 1995, at the annual
rate set forth on the cover page of this Prospectus Supplement. The Notes will
mature on June 1, 2005. Interest on the Notes will be payable semiannually on
June 1 and December 1, commencing December 1, 1995, to the persons in whose
names the Notes are registered at the close of business on the preceding
May 15 or November 15, respectively. The Notes will not be redeemable prior
to maturity and will not be subject to any sinking fund.
Principal of and interest on the Notes will be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan, The City of
New York, initially at the Corporate Trust Office of the Trustee, 111 Wall
Street, Fifth Floor, New York, New York; provided, however, that at the option
of the Company, payment of interest may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the register of
holders of Notes. Notwithstanding the foregoing, payments of principal of and
interest on Book-Entry Notes will be made as described below.
The Indenture permits the defeasance of Securities upon the satisfaction of
the conditions described under "Description of Securities--Defeasance" in the
Prospectus. The Notes are subject to these defeasance provisions.
BOOK-ENTRY NOTES
The Notes will initially be issued in the form of one or more Book-Entry
Notes, which will be deposited with, or on behalf of, DTC and registered in the
name of DTC or its nominee. Except as set forth below, Book-Entry Notes may not
be transferred except as a whole by DTC to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC or by DTC or any nominee to a successor of
DTC or a nominee of such successor.
Principal and interest payments on the Notes represented by one or more
Book-Entry Notes will be made by the Company to DTC or its nominee, as the case
may be, as the registered owner of the related Book-Entry Note or Notes. The
Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of Book-Entry Notes, will credit immediately
the accounts of the related participants with payment in amounts proportionate
to their respective holdings in principal amount of beneficial interests in such
Book-Entry Notes as shown on the records of DTC. Neither the Company nor the
Trustee or any Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of Book-Entry Notes, or for maintaining, supervising or
reviewing any records relating to such beneficial interests. The Company also
expects that payments by participants to owners of beneficial interests in
Book-Entry Notes held through such participants will be governed by standing
customer instructions and customary
S-3
<PAGE>
practices, as is the case with securities registered in "street name." Such
instructions will be the responsibility of such participants.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Notes in certificated form in exchange for
beneficial interests in the Book-Entry Notes. In addition, the Company may at
any time determine not to have its Notes represented by one or more Book-Entry
Notes, and, in such event, will issue Notes in certificated form in exchange for
beneficial interests in Book-Entry Notes. In any such instance, an owner of a
beneficial interest in a Book-Entry Note will be entitled to physical delivery
in certificated form of Notes equal in principal amount to such beneficial
interest and to have such Notes registered in its name. Notes so issued in
certificated form will be issued in denominations of $1,000 or any amount in
excess thereof that is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
are expected to trade in the Same-Day Funds Settlement System of DTC until
maturity, and, to the extent that secondary market trading activity in the Notes
is effected through the facilities of DTC, such trades will be settled in
immediately available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in the Notes.
UNDERWRITING
Under the terms and subject to the conditions contained in the Terms
Agreement dated June 2, 1995, which incorporates by reference the Underwriting
Agreement Basic Provisions dated November 28, 1989 (together, the "Underwriting
Agreement"), the Underwriters named below (the "Underwriters"), for whom CS
First Boston Corporation and Citicorp Securities, Inc. are acting as
representatives (the "Representatives"), have severally but not jointly agreed
to purchase from the Company the following respective principal amounts of
Notes:
PRINCIPAL
UNDERWRITER AMOUNT
- ------------------- ------------
CS First Boston Corporation................................. $150,000,000
Citicorp Securities, Inc.................................... 40,000,000
Trilon International Inc. .................................. 10,000,000
------------
Total................................................... $200,000,000
------------
------------
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Notes, if any are purchased.
The Company has been advised by the Representatives that the Underwriters
propose to offer the Notes to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement and, through the
Representatives, to certain dealers at such price less a concession of .400% of
the principal amount per Note, and the Underwriters and such dealers may allow a
discount of .250% of such principal amount per Note on sales to certain other
dealers. After the initial public offering, the public offering price and
concession and discount to dealers may be changed by the Underwriters.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
S-4
<PAGE>
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to act as market makers for the Notes, as permitted by
applicable laws and regulations. However, the Underwriters are not obligated to
do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading markets for the Notes.
Certain of the Underwriters and their affiliates engage in transactions
(which may include commercial banking transactions) with and perform services
for the Company or one or more of its affiliates in the ordinary course of
business and may do so in the future.
This Prospectus Supplement, together with the Prospectus, may also be used
by Smith Barney Inc. ("Smith Barney"), an affiliate of the Company, in
connection with offers and sales of the Notes in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale. Smith
Barney may act as principal or agent in such transactions.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that the Company prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of Notes are effected. Accordingly, any resale of the Notes in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be made
in accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the Notes.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Notes in Canada who receives a purchase confirmation will
be deemed to represent to the Company and the dealer from whom such purchase
confirmation is received that (i) such purchaser is entitled under applicable
provincial securities laws to purchase such Notes without the benefit of a
prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "Resale Restrictions."
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Notes to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any Notes acquired
by such purchaser pursuant to this offering. Such report must be in the form
attached to British Columbia Securities Commission Blanket Order BOR #88/5, a
copy of which may be obtained from the Company. Only one such report must be
filed in respect of Notes acquired on the same date and under the same
prospectus exemption.
S-5
<PAGE>
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, have been incorporated by reference
herein, in reliance upon the report (also incorporated by reference herein) of
KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1994 consolidated financial
statements and schedules refers to changes in the Company's method of accounting
for certain investments in debt and equity securities in 1994, methods of
accounting for postretirement benefits other than pensions and accounting for
postemployment benefits in 1993, and method of accounting for income taxes in
1992.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the Company
by Charles O. Prince, III, Esq., as counsel for the Company, 388 Greenwich
Street, New York, New York 10013 and for the Underwriters by Dewey Ballantine,
1301 Avenue of the Americas, New York, New York 10019-6092. Mr. Prince, Senior
Vice President, General Counsel and Secretary of the Company, beneficially owns,
or has rights to acquire under Travelers Group Inc. (formerly The Travelers
Inc.) employee benefit plans, an aggregate of less than 1% of the common stock
of Travelers Group Inc. Dewey Ballantine has from time to time acted as counsel
for Travelers Group Inc. and certain of its subsidiaries and may do so in the
future.
S-6
<PAGE>
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NO DEALER, SALESPERSON OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO Commercial Credit
NOT CONSTITUTE AN OFFER TO SELL OR A Company
SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION $200,000,000
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION. NEITHER THE 6 1/2% Notes Due
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE June 1, 2005
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
Page
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PROSPECTUS SUPPLEMENT
Capitalization........................ S-2 PROSPECTUS SUPPLEMENT
Ratio of Earnings to Fixed Charges.... S-2
Use of Proceeds....................... S-3
Description of Notes.................. S-3
Underwriting.......................... S-4
Notice to Canadian Residents.......... S-5
Experts............................... S-6
Legal Opinions........................ S-6
PROSPECTUS
Available Information................. 2 CS First Boston
Incorporation of Certain Documents
by Reference........................ 3
The Company........................... 3 Citicorp Securities, Inc.
Use of Proceeds....................... 4
Ratio of Earnings to Fixed Charges.... 4
Description of Securities............. 4
Plan of Distribution.................. 11
ERISA Matters......................... 12
Experts............................... 12
Legal Matters......................... 12
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