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 23, 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
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Exhibits.
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Exhibits:
Exhibit No. Description
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1.01 Terms Agreement, dated February 23,
1995, between the Company and J.P.
Morgan Securities Inc., as Underwriter,
relating to the offer and sale of the
Company's 7 3/4% Notes due March 1, 2005.
4.01 Form of Note for the Company's 7 3/4% Notes
due March 1, 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: February 27, 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
February 23, 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 99.445% of the aggregate
principal amount thereof, plus accrued interest from March
1, 1995 to the date of payment and delivery. The Closing
Date shall be March 2, 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: 7-3/4% Notes due March 1, 2005
Maturity: March 1, 2005
Interest Rate: 7-3/4% per annum
Interest Payment
Dates: March 1 and September 1, commencing
September 1, 1995
Initial Price to
Public: 99.924% of the principal amount
thereof, plus accrued interest from
March 1, 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
February 15 and August 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 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 23, 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 $150,000,000 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
2
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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 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 February 23, 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 23, 1995, to purchase the
Securities on the terms set forth therein."
Very truly yours,
J.P. MORGAN SECURITIES INC.
By: /s/ Michael C. Lindsay
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Name: Michael C. Lindsay
Title: Vice President
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Assistant Treasurer
4
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 CZ 2
NO. R-___ U.S. $_________
COMMERCIAL CREDIT COMPANY
7 3/4% Note due March 1, 2005
COMMERCIAL CREDIT COMPANY, a corporation duly organized
and existing under the laws of Delaware (herein called the
"Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to SPECIMEN
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or registered assigns, the principal sum of
Dollars ($ ) on March 1,
_________________________ ______________
2005 and to pay interest thereon from March 1, 1995, or from the
most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on March 1 and September 1 in
each year, commencing September 1, 1995, at the rate of 7 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
<PAGE>
close of business on the Regular Record Date for such interest,
which shall be the February 15 or August 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 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: March 2, 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 3/4% Notes due March 1, 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 --
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(Cust)
as Custodian for
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(Minor)
under Uniform Gifts to Minors Act of
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(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.
