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) February 3, 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 February 3, 1995, among the Company and
Smith Barney Inc. and CS First Boston Corporation, relating to
the offer and sale of the Company's 7 7/8% Notes due February
1, 2025.
4.01 Form of Note for the Company's 7 7/8% Notes due February
1, 2025.
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: February 7, 1995 COMMERCIAL CREDIT COMPANY
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Vice President and
Assistant Treasurer
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Exhibit 1.01
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 CY 5
NO. R-___ U.S. $___________
COMMERCIAL CREDIT COMPANY
7 7/8% Note due February 1, 2025
COMMERCIAL CREDIT COMPANY, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________________ SPECIMEN _________
_________________________________________________, or registered assigns,
the principal sum of _________________________ Dollars ($______________)
on February 1, 2025 and to pay interest thereon from February 10, 1995,
or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on February 1 and August 1 in each
year, commencing August 1, 1995, at the rate of 7 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
January 15 or July 15 (whether or not a Business Day), as the case may
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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 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.
This Security is subject to repayment on February 1, 2005 at the
option of the Holder hereof exercisable during the period from and including
December 1, 2004 to and including January 1, 2005 at a repayment price equal
to the principal amount hereof to be repaid, together with interest payable
hereon to the repayment date as described on the reverse hereof.
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: February 10, 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:___________________________
Authorized Officer
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COMMERCIAL CREDIT COMPANY
7 7/8% Notes due February 1, 2025
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 at the option of
the Company prior to the Stated Maturity of their principal amount.
The Securities will be repayable on February 1, 2005 (the "Put
Option Date"), at the option of the Holder, at 100% of their principal amount
together with interest payable to the date of repayment. In order for this
Security to be repaid on the Put Option Date, the Company must receive at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York, within the period commencing December 1, 2004 and ending at the
close of business on January 1, 2005 (or if such January 1 is not a Business
Day, the next succeeding Business Day), this Security with the form entitled
"Option to Elect Repayment" on the reverse of or otherwise accompanying this
Security duly completed. Any such notice received by the Company within the
period commencing December 1, 2004 and ending at the close of business on
January 1, 2005 (or if such January 1 is not a Business Day, the next
succeeding Business Day) shall be irrevocable. The repayment option may be
exercised by the Holder for less than the entire principal amount of this
Security provided the principal amount which is to be repaid is equal to
$1,000 or an integral multiple of $1,000. All questions as to the validity,
eligibility (including time of receipt) and acceptance of this Security for
repayment will be determined by the Company, whose determination will be final
and binding.
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
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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.
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.
_______________________________________
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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.
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OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at 100% of the principal amount of this Security to be repaid plus
accrued interest to the date of repayment.
Dated:________________________ _____________________________________________
Signature
Sign exactly as name appears on the front of
this Security [SIGNATURE GUARANTEED --
required only if Securities are to be issued
and delivered to other than the registered
Holder]
Principal amount to be repaid, Fill in for registration of
if amount to be repaid is less Securities if to be issued
than the principal amount of otherwise than to the
this Security (principal amount registered Holder:
remaining must be an authorized
denomination)
Name:________________________________________
$_____________________________ Address:_____________________________________
_____________________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER
ID NUMBER
_________________________________
7
Exhibit 4.01
TERMS AGREEMENT
February 3, 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
underwriters (the "Underwriters"), offer to purchase the Securities at 99.493%
of the aggregate principal amount thereof, plus accrued interest, if any, from
February 10, 1995 to the date of payment and delivery. The Closing Date shall
be February 10, 1995, at 8:30 A.M. at the offices of Dewey Ballantine, 1301
Avenue of the Americas, New York, New York 10019-6092.
The Securities shall have the following terms:
Title: 7-7/8% Notes due February 1, 2025
Maturity: February 1, 2025
Interest Rate: 7-7/8% per annum
Interest Payment
Dates: February 1 and August 1, commencing August 1, 1995
Initial Price to
Public: 100% of the principal amount thereof, plus accrued
interest, if any, from February 10, 1995, to the date of
payment and delivery
Redemption
Provisions: The Securities are not redeemable by the Company prior to
maturity. The holders of the Securities have a one-time
option to require the Company to repurchase the Securities
on February 1, 2005, exercisable as set forth in the
Company's Prospectus Supplement dated February 3, 1995.
Additional terms: The Regular Record Dates are January 15 and July
15. The Securities shall be issuable as
Registered Securities only. The Securities will
be initially represented by one or more global
Securities registered in the
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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 February 3, 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), including a
prospectus," and insert in lieu thereof "(33-56553), including a prospectus
(which prospectus also relates to $350,000,000 aggregate principal amount of
securities of the Company previously registered on a registration statement on
Form S-3 (33-50513))," and any reference in the Basic Provisions to a
registration statement shall be deemed a reference to such registration
statements 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 Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements 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 Underwriters.
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.
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Please accept this offer no later than 9:00 o'clock P.M. on February
3, 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
February 3, 1995, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
CS FIRST BOSTON CORPORATION
By: SMITH BARNEY INC.
By: /s/ Robert R. Holloman
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Name: Robert R. Holloman
Title: 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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Underwriter Principal Amount
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Smith Barney Inc. $150,000,000
CS First Boston Corporation 50,000,000
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