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 5, 1995
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Commercial Credit Company
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(Exact name of registrant as specified in its charter)
Delaware 1-6594 52-0883351
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 Saint Paul Place, Baltimore, Maryland 21202
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(Address of principal executive offices) (Zip Code)
(410) 332-3000
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(Registrant's telephone number, including area code)
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COMMERCIAL CREDIT COMPANY
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibits:
Exhibit No. Description
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1.01 Terms Agreement, dated May 5, 1995, between the Company
and Bear, Stearns & Co. Inc., as Underwriter, relating
to the offer and sale of the Company's 6 7/8% Notes due
May 1, 2002.
4.01 Form of Note for the Company's 6 7/8% Notes due May 1,
2002.
2
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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 hereunto duly authorized.
Dated: May 9, 1995 COMMERCIAL CREDIT COMPANY
By /s/ Firoz Tarapore
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Firoz Tarapore
Vice President and
Assistant Tresurer
3
EXHIBIT 1.01
TERMS AGREEMENT
May 5, 1995
Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Attention: Chief Financial Officer
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Dear Sirs:
We understand that Commercial Credit Company, a Delaware
corporation (the "Company"), proposes to issue and sell $200,000,000
aggregate principal amount of its debt securities (the "Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, we, as underwriter (the "Underwriter"), offer to purchase
the Securities at 98.867% of the aggregate principal amount thereof, plus
accrued interest from May 1, 1995 to the date of payment and delivery. The
Closing Date shall be May 12, 1995, at 8:30 A.M. at the offices of Travelers
Group Inc., 388 Greenwich Street, New York, New York 10013.
The Securities shall have the following terms:
Title: 6-7/8% Notes due May 1, 2002
Maturity: May 1, 2002
Interest Rate: 6-7/8% per annum
Interest Payment
Dates: May 1 and November 1, commencing November 1,
1995
Initial Price to
Public: 99.235% of the principal amount thereof, plus
accrued interest from May 1, 1995, to the date
of payment and delivery
Redemption
Provisions: The Securities are not redeemable by the
Company prior to maturity.
Additional terms: The Regular Record Dates are April 15 and
October 15. The Securities
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shall be issuable as Registered Securities
only. The Securities will be initially
represented by one or more global Securities
registered in the name of The Depository Trust
Company ("DTC") or its nominee. Beneficial
interests in the Securities will be shown on,
and transfers thereof will be effected only
through, records maintained by DTC and its
participants. Owners of beneficial interests
in Securities will be entitled to physical
delivery of Securities in certificated form
only under the limited circumstances described
in the Company's Prospectus Supplement dated
May 5, 1995. Principal and interest on the
Securities shall be payable in United States
dollars. The provisions of Section 403 of the
Indenture relating to defeasance shall apply to
the Securities.
All the provisions contained in the document entitled
"Commercial Credit Company-Debt Securities-Underwriting Agreement Basic
Provisions" and dated November 28, 1989 (the "Basic Provisions"), a copy of
which you have previously received, are, except as indicated below, herein
incorporated by reference in their entirety and shall be deemed to be a part
of this Terms Agreement to the same extent as if the Basic Provisions had
been set forth in full herein. Terms defined in the Basic Provisions are
used herein as therein defined.
Basic Provisions varied with respect to this Terms Agreement:
(a) Immediately prior to the first parenthesis in the fourth sentence of the
first paragraph, add the following: ", as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental thereto"; (b) In the first line of Section 2(a), delete "(33-
28723)" and insert in lieu thereof "(33-56553)" and any reference in the
Basic Provisions to a registration statement shall be deemed a reference to
such registration statement on Form S-3; (c) In the fifth line of the third
paragraph of Section 3, delete the phrase "New York Clearing House (next
day)" and insert in lieu thereof "federal or other same day"; and (d) in the
fourteenth line of the third paragraph of Section 3, delete the word
"definitive" and insert in lieu thereof "global".
The Underwriter hereby agrees in connection with the
underwriting of the Securities to comply with the requirements
2
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set forth in any applicable sections of Schedule E to the By-Laws of the
National Association of Securities Dealers, Inc.
Charles O. Prince, III, Esq. is counsel to the Company. Dewey
Ballantine is counsel to the Underwriter.
The Securities will be made available for checking and
packaging at the designated office of Citibank, N.A. at least 24 hours prior
to the Closing Date.
3
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Please accept this offer no later than 9:00 o'clock P.M. on
May 5, 1995, by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us, or by sending us a written
acceptance in the following form:
"We hereby accept your offer, set forth in the Terms
Agreement, dated May 5, 1995, to purchase the Securities on the terms set
forth therein."
Very truly yours,
BEAR, STEARNS & CO. INC.
By: /s/ Fares Noujaim
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Name: Fares Noujaim
Title: Senior Managing
Director
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Vice President and
Assistant Treasurer
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EXHIBIT 4.01
FORM OF NOTE
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LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH
TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
SUCH PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 201615 DC 2
NO. R- U.S. $
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COMMERCIAL CREDIT COMPANY
6 7/8% Note due May 1, 2002
COMMERCIAL CREDIT COMPANY, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
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SPECIMEN
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, or registered assigns, the principal sum of Dollars
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($ ) on May 1, 2002 and to pay interest thereon from May 1,
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1995, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 1 and November 1 in
each year, commencing November 1, 1995, at the rate of 6 7/8% per annum,
until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the April 15 or October 15 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the
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close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; 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 Security
Register.
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: May 12, 1995
COMMERCIAL CREDIT COMPANY
By: Specimen
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Jerome T. Fadden
Vice President
and Treasurer
By: Specimen
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Charles O. Prince, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
CITIBANK, N.A., as Trustee
By:
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Authorized Officer
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COMMERCIAL CREDIT COMPANY
6 7/8% Notes due May 1, 2002
This Security is one of a duly authorized issue of Securities of
the Company (herein called the "Securities"), issued and to be issued under
an Indenture dated as of December 1, 1986, as supplemented by the First
Supplemental Indenture dated as of June 13, 1990 (as so supplemented, herein
called the "Indenture"), between the Company and Citibank, N.A. (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated as set forth above, limited in aggregate
principal amount to $200,000,000.
The Securities of this series may not be redeemed prior to the
Stated Maturity of their principal amount.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of all the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Securities of this series are subject to satisfaction,
discharge and defeasance as provided in Section 403 of the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of 66 2/3% in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
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The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________________________
The following abbreviations, when used in the inscription on the
first page of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
as Custodian for ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[Please Insert Social Security Number or Other Identifying Number of
Assignee:]
_____________________________________________________________________________
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
the within Security of Commercial Credit Company and does hereby irrevocably
constitute and appoint
_____________________________________________________________________________
Attorney to transfer said Security on the books of said Company, with full
power of substitution in the premises.
Dated: ___________ __________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the first page of the within Security
in every particular, without alteration or
enlargement or any change whatever, and be
guaranteed by the endorser's bank or
broker.
