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) April 17, 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 April 17, 1995,
among the Company and Salomon Brothers
Inc, Donaldson, Lufkin & Jenrette
Securities Corporation and Prudential
Securities Incorporated, as
Underwriters, relating to the offer and
sale of the Company's 7 3/8% Notes due
April 15, 2005.
4.01 Form of Note for the Company's 7 3/8% Notes
due April 15, 2005.
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: April 19, 1995 COMMERCIAL CREDIT COMPANY
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Vice President
3
EXHIBIT 1.01
TERMS AGREEMENT
April 17, 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 99.137% of the aggregate
principal amount thereof, plus accrued interest from April
15, 1995 to the date of payment and delivery. The Closing
Date shall be April 24, 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: 7-3/8% Notes due April 15, 2005
Maturity: April 15, 2005
Interest Rate: 7-3/8% per annum
Interest Payment
Dates: April 15 and October 15, commencing
October 15, 1995
Initial Price to
Public: 99.545% of the principal amount
thereof, plus accrued interest from
April 15, 1995 to the date of
payment and delivery
Redemption
Provisions: The Securities are not redeemable
by the Company prior to maturity.
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Additional terms: The Regular Record Dates are March 31 and
September 30. The Securities 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 April 17, 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".
2
<PAGE>
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.
3
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Please accept this offer no later than 9:00 o'clock P.M. on
April 17, 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 April 17, 1995, to purchase the Securities on the terms set
forth therein."
Very truly yours,
SALOMON BROTHERS INC
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PRUDENTIAL SECURITIES INCORPORATED
By: SALOMON BROTHERS INC
By: Thomas C. Blum
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Name: Thomas C. Blum
Title: Vice President
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Vice President and
Assistant Treasurer
4
<PAGE>
Underwriter Principal Amount
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Salomon Brothers Inc $105,000,000
Donaldson, Lufkin & Jenrette 75,000,000
Securities Corporation
Prudential Securities 20,000,000
Incorporated
5
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 DB 4
NO. R-___ U.S. $___________
COMMERCIAL CREDIT COMPANY
7 3/8% Note due April 15, 2005
COMMERCIAL CREDIT COMPANY, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to SPECIMEN
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, or
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registered assigns, the principal sum of _________________________ Dollars
($______________) on April 15, 2005 and to pay interest thereon from April 15,
1995, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on April 15 and October 15 in each
year, commencing October 15, 1995, at the rate of 7 3/8% 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 March
31 or September 30 (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 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
<PAGE>
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: April 24, 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
<PAGE>
COMMERCIAL CREDIT COMPANY
7 3/8% Notes due April 15, 2005
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.
<PAGE>
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.
<PAGE>
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.
