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 16, 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 16, 1995, between the Company and
CS First Boston Corporation, as Underwriter, relating to the
offer and sale of the Company's 6 3/4% Notes due
May 15, 2000.
4.01 Form of Note for the Company's 6 3/4% Notes due
May 15, 2000.
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 18, 1995 COMMERCIAL CREDIT COMPANY
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Vice President and
Assistant Treasurer
3
Exhibit 1.01
TERMS AGREEMENT
May 16, 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 99.673% of the aggregate principal amount thereof, plus
accrued interest from May 15, 1995 to the date of payment and delivery.
The Closing Date shall be May 23, 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: 6-3/4% Notes due May 15, 2000
Maturity: May 15, 2000
Interest Rate: 6-3/4% per annum
Interest Payment
Dates: May 15 and November 15, commencing November 15,
1995
Price to
Public: The Underwriter proposes to offer the Notes from
time to time for sale in negotiated transactions
or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing
market prices or at negotiated prices
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Redemption
Provisions: The Securities are not redeemable by the Company
prior to maturity.
Additional terms: The Regular Record Dates are April 30 and October
31. 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 May 16, 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
2
<PAGE>
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 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
16, 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 16, 1995, to purchase the Securities on the terms set forth
therein."
Very truly yours,
CS FIRST BOSTON CORPORATION
By: /s/ Lee J. Einbinder
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Name: Lee J. Einbinder
Title: Director
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Vice President and
Assistant Treasurer
4
EXHIBIT 4.01
FORM OF NOTE
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LEGEND FOR BOOK-ENTRY NOTES:
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 DD 0
NO. R-___ U.S. $______________
COMMERCIAL CREDIT COMPANY
6 3/4% Note due May 15, 2000
COMMERCIAL CREDIT COMPANY, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Specimen , or
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registered assigns, the principal sum of _____________________ Dollars
($_____________) on May 15, 2000 and to pay interest thereon from May 15,
1995, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 15 and November 15 in
each year, commencing November 15, 1995, at the rate of 6 3/4% 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 30 or October 31 (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
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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 23, 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
6 3/4% Notes due May 15, 2000
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:
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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.
