REGISTRATION NO. 333-00055
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMERCIAL CREDIT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 52-0883351
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
300 ST. PAUL PLACE
BALTIMORE, MARYLAND 21202
(410) 332-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHARLES O. PRINCE, III, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
388 GREENWICH STREET, 39TH FLOOR
NEW YORK, NY 10013
(212) 816-8854
(NAME AND ADDRESS, ETC. OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable and from time to time on or after the effective date of this
Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PURSUANT TO RULE 429, THE PROSPECTUS CONTAINED IN THIS REGISTRATION
STATEMENT WILL ALSO BE USED IN CONNECTION WITH THE OFFERING OF UP TO
$150,000,000 PRINCIPAL AMOUNT OF THE SECURITIES PREVIOUSLY REGISTERED PURSUANT
TO THE COMPANY'S REGISTRATION STATEMENT (FILE NO. 33-59415) AND NOT ISSUED. IN
THE EVENT ANY SUCH PREVIOUSLY REGISTERED SECURITIES ARE OFFERED PRIOR TO THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THEY WILL NOT BE INCLUDED IN
ANY PROSPECTUS HEREUNDER.
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SUBJECT TO COMPLETION, DATED JANUARY 31, 1996
PROSPECTUS
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COMMERCIAL CREDIT COMPANY
DEBT SECURITIES
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Commercial Credit Company (the "Company") has offered or may offer, from
time to time, its debt securities (the "Securities"), from which the Company
will receive proceeds of up to $1,150,000,000 (or the equivalent in foreign
denominated currencies or units of two or more currencies, based on the
applicable exchange rate at the time of sale, as shall be designated by the
Company at the time of sale). The Securities will be offered to the public on
terms determined by market conditions at the time of sale. When a particular
series of Securities is offered (the "Offered Securities"), a supplement to
this Prospectus (the "Prospectus Supplement") will be delivered with this
Prospectus setting forth with respect to such series: the specific designation,
aggregate principal amount, denominations, currency, purchase price, maturity,
rate (which may be fixed or variable) and time of payment of interest (if any),
redemption terms and any other variable terms.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The Offered Securities sold by the Company will be sold directly or
through agents designated from time to time, or through underwriters or
dealers, which may be a group of underwriters represented by one or more
firms. If any agents of the Company or any underwriters are involved in the
sale by the Company of the Offered Securities, the names of such agents or
underwriters and any applicable fee, commission, purchase price or discount
arrangements with them will be set forth in the Prospectus Supplement. The net
proceeds to the Company from such sale will be set forth in the Prospectus
Supplement. The Company may also sell Offered Securities directly to investors
on its own behalf. This Prospectus, together with an appropriate Prospectus
Supplement, may also be used by Smith Barney Inc. ("Smith Barney"), an
affiliate of the Company, in connection with market-making transactions at
negotiated prices related to prevailing market prices at the time of sale.
Smith Barney may act as principal or agent in such transactions.
THE DATE OF THIS PROSPECTUS IS , 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR SMITH BARNEY.
THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE
AN OFFER OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THE PROSPECTUS
SUPPLEMENT RELATES, OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES SINCE THE DATE
HEREOF.
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FOR NORTH CAROLINA PURCHASERS: THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF
THIS DOCUMENT.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by
the Commission at: Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549; Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, at prescribed rates. Such reports and other
information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, where certain of the
Company's debt securities are listed.
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The Company has filed with the Commission Registration Statements on Form
S-3 (the "Registration Statements") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Securities offered hereby. For
further information with respect to the Company and the Securities offered
hereby, reference is made to the Registration Statements and exhibits thereto.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statements, each such statement being qualified in all respects
by such reference.
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IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES, THE UNDERWRITERS
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICES OF SUCH SECURITIES OR OTHER SECURITIES OF THE COMPANY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference the following documents heretofore
filed with the Commission pursuant to the Exchange Act:
1. Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 1994;
2. Quarterly Reports on Form 10-Q of the Company for the fiscal
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995.
3. Current Reports on Form 8-K of the Company, dated January 17,
1995, January 18, 1995, February 3, 1995, February 23, 1995, March 14, 1995,
April 17, 1995, April 17, 1995, May 5, 1995, May 16, 1995, May 30, 1995,
June 2, 1995, June 20, 1995, July 17, 1995, September 14, 1995, October
16, 1995, December 4, 1995, January 16, 1996 and January 18, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the later of (i) the termination of the offering being made hereby and (ii)
the date on which Smith Barney ceases offering and selling Securities
pursuant to this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein, in an accompanying Prospectus Supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement or data so
superseded or modified shall not be deemed to constitute a part of this
Prospectus except as so superseded or modified.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statements of which this Prospectus forms a part, other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference into such documents. Requests should be directed to Patricia A.
Rouzer, Corporate Communications and Investor Relations, Commercial Credit
Company, 300 St. Paul Place, Baltimore, Maryland 21202; telephone (410) 332-
3888.
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THE COMPANY
The Company, which is a wholly owned subsidiary of Travelers Group Inc.
("Travelers"), is a financial services holding company engaged, through
subsidiaries, principally in the business of consumer finance services. This
Prospectus relates only to the Securities of the Company and not to the
securities of any of its affiliates. As of December 31, 1995, the Company's
consumer finance business, which includes lending services, credit-related
insurance and credit card services, maintained 850 loan offices in 43 states.
The Company's lending services consist of loans to consumers, including
secured and unsecured personal loans, both fixed and variable real
estate-secured loans and loans to finance consumer goods purchases. Through
its bank subsidiaries, the Company provides credit card services to
individuals and to affinity groups nationwide. American Health and Life
Insurance Company, a subsidiary of the Company, and its affiliates underwrite
or arrange for credit-related insurance, which is offered to customers of the
Company's consumer finance business.
On December 31, 1993, Travelers acquired the approximately 73% it did
not already own of The Travelers Corporation ("old Travelers"), by means of a
merger of old Travelers into Travelers. As a result of the merger, the Company's
investment in the common stock of old Travelers, which through that date had
been carried on the equity basis of accounting, was exchanged for 7.2 million
shares of common stock of Travelers at a ratio of 0.80423 of a share of
Travelers common stock for each share of old Travelers common stock. During
1994, all of the Company's shares of Travelers common stock were exchanged for
2,655 shares of Cumulative Adjustable Rate Preferred Stock, Series Y, of
Travelers, with a liquidation value of $100,000 per share, which is redeemable
at the option of the holder at certain times and callable by Travelers at
certain times. The preferred stock had a value equal to the market value of the
common shares at the time the exchange was agreed upon. Subsequently 550 shares
of preferred stock were distributed to Travelers as a dividend.
The principal offices of the Company are located at 300 St.
Paul Place, Baltimore, Maryland 21202; telephone (410) 332-3000. The Company
was incorporated in Delaware in 1968.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, the
Company intends to apply the net proceeds from the sale of the Offered
Securities to fund its financial services business and for general corporate
purposes, which may include the reduction or refinancing of other borrowings,
or the making of investments or capital contributions to subsidiaries of the
Company. Also, in order to fund its financial services business, the Company
expects to incur additional indebtedness in the future.
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RATIO OF EARNINGS TO FIXED CHARGES
<TABLE> <CAPTION>
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED -----------------------------------------------------
SEPTEMBER 30, 1995 1994 1993 1992 1991 1990
--------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.................. 1.70 1.83 2.09 2.12(1) 1.67 1.54
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes and fixed charges by
the fixed charges. For purposes of this ratio, fixed charges consist of
interest expense and that portion of rentals deemed representative of the
appropriate interest factor.
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(1) Included in earnings from continuing operations before income taxes (used
in the computation above) are net gains of $47.0 million resulting from
the sale of stock of Inter-Regional Financial Group, Inc., the sale of the
Company's investment in the common stock of Musicland Stores Corporation
and the sale of 50% of Commercial Insurance Resources, Inc. Without giving
effect to these net gains, the ratio of earnings to fixed charges for 1992
would have been 1.99.
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth
certain general terms and provisions of the Securities to which any
Prospectus Supplement may relate. The particular terms of the Securities
offered by any Prospectus Supplement (the "Offered Securities") and the
extent, if any, to which such general provisions may apply to the Securities
so offered will be described in the Prospectus Supplement relating to such
Offered Securities.
The Securities are 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 supplemented, the "Indenture") between the Company and
Citibank, N.A. (the "Trustee"), a copy of which Indenture is incorporated by
reference as an exhibit to the Registration Statements.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Indenture, including the
definitions therein of certain terms. Wherever particular provisions or
defined terms of the Indenture are referred to, such provisions or defined
terms are incorporated herein by reference. Capitalized terms not otherwise
defined herein shall have the meaning given to them in the Indenture.
GENERAL
The Securities will be unsecured obligations of the Company and will
not be subordinated to other indebtedness of the Company.
Securities offered by this Prospectus will be limited to an aggregate
initial public offering price of approximately $1,150,000,000 or the equivalent
thereof in one or more foreign currencies or composite currencies.
The Indenture does not limit the aggregate principal amount of
Securities which may be issued thereunder and provides that Securities
may be issued thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
series of Securities offered thereby for the following terms, when
applicable, of the Offered Securities: (a) the designation of the Offered
Securities; (b) any limit on the aggregate principal amount of the
Offered Securities; (c) the date or dates on which the Offered Securities
will mature; (d) the
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rate or rates (which may be fixed or variable) per annum at which the Offered
Securities will bear interest, if any, and the date from which such
interest will accrue; (e) the dates on which such interest, if any, will be
payable and the Regular Record Dates for such Interest Payment Dates; (f) any
mandatory or optional sinking fund or purchase fund or analogous provisions;
(g) if applicable, the date after which and the price or prices at which the
Offered Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or the Holder thereof and
the other detailed terms and provisions of such optional or mandatory
redemption; (h) the place or places of payment of principal of (and premium,
if any) and interest on the Offered Securities; (i) special provisions
relating to the issuance of any Bearer Securities of any series; (j) the
currency in Dollars, Foreign Currency or any composite currency of any series;
(k) any deletions from, changes in or additions to Events of Default or
covenants of the Company in the Indenture; (l) the form of Securities and
Coupons, if any; and (m) any other terms of the Offered Securities.
(Section 301)
The Securities will be issuable as Registered Securities, as Bearer
Securities or both. Securities of a series may be issuable in the form of
one or more Global Securities, as described below under "Global Securities."
Unless the Prospectus Supplement relating thereto specifies otherwise,
Registered Securities denominated in U.S. dollars will be issued only in
denominations of $1,000 or any integral multiple thereof, and Bearer
Securities denominated in U.S. dollars will be issued only in denominations of
$5,000. The Prospectus Supplement relating to a series of Securities
denominated in a foreign or composite currency will specify the denomination
thereof. (Section 302)
At the option of the Holder upon request confirmed in writing, and
subject to the terms of the Indenture, Bearer Securities (with all unmatured
coupons, except as provided below) of any series will be exchangeable into an
equal aggregate principal amount of Registered Securities of the same series
(with the same interest rate and maturity date) and Registered Securities of
any series will be exchangeable into an equal aggregate principal amount of
Registered Securities of the same series (with the same interest rate and
maturity date) of different authorized denominations. If a Holder surrenders
Bearer Securities in exchange for Registered Securities between a Regular
Record Date or, in certain circumstances, a Special Record Date, and the
relevant Interest Payment Date, such Holder will not be required to surrender
the Coupon relating to such interest payment date. Registered Securities may
not be exchanged for Bearer Securities. (Section 305)
Securities may be presented for exchange, and Registered Securities
(other than a Global Security) may be presented for registration of transfer
(with the form of transfer endorsed thereon duly executed), at the office of
any transfer agent or at the office of the Security Registrar, without service
charge and upon payment of any taxes and other govermental charges as
described in the Indenture. Such registration of transfer or exchange will be
effected upon the transfer agent's or the Security Registrar's, as the case
may be, being satisfied with the documents of title and identity of the person
making the request. (Section 305). Bearer Securities will be transferable by
delivery.
The Company may, in addition to issuing Securities with terms
different from those of Securities previously issued, "reopen" a previous
issue of a series of Securities and issue additional Securities of
such series.
Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof. If the Offered Securities are Original Issue
Discount Securities, the special Federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus
Supplement relating thereto. As defined in the Indenture, "Original Issue
Discount Security" means any security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of
Default and the continuation thereof. (Section 101 and 502)
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PAYMENT AND PAYING AGENTS
Payment of principal of and premium, if any, on Registered Securities
(other than a Global Security) will be made in the designated currency against
surrender of such Registered Securities at the Corporate Trust Office of the
Trustee in The City of New York. Unless otherwise indicated in the Prospectus
Supplement, payment of any installment of interest on Registered Securities
will be made to the person in whose name such Security is registered at
the close of business on the Regular Record Date for such interest. Unless
otherwise indicated in the Prospectus Supplement, payments of such interest
will be made at the Corporate Trust Office of the Trustee in The City of New
York, or by a check in the designated currency mailed to the Holder at such
Holder's registered address. (Sections 307 and 1001)
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency and in the manner designated in the
Prospectus Supplement, subject to any applicable laws and regulations, at such
paying agencies outside the United States as the Company may appoint from time
to time. The paying agents outside the United States initially appointed by
the Company for a series of Securities will be named in the Prospectus
Supplement. The Company may terminate the appointment of any of the paying
agents from time to time, except that the Company will maintain at least one
paying agent in The City of New York for payments with respect to Registered
Securities and such other paying agents as shall be required. (Section 1002)
All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Security that remains
unclaimed at the end of three years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and the Holder
of such Security or any Coupon appertaining thereto will thereafter look
only to the Company for payment thereof. (Section 1003)
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on
behalf of, a depository identified in the Prospectus Supplement relating to
such series. Global Securities may be issued in either registered or bearer
form and in either temporary or permanent form. (Section 311)
The specific terms of the depository arrangement with respect to a series
of Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise indicated in an accompanying Prospectus
Supplement, the following provisions will apply to any depository
arrangements.
Global Securities will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of DTC or its nominee. Except
as set forth below or in an accompanying Prospectus Supplement, Global
Securities may not be transferred except as a whole by DTC to a nominee of DTC
or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any
nominee to a successor of DTC or a nominee of such successor.
DTC has advised the Company that it is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for persons that have accounts with DTC ("participants") and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations, some of which (and/or their representatives) own DTC. Access to
DTC's
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book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly. Persons who are not
participants may beneficially own interests in securities held by DTC only
through participants.
Upon the issuance by the Company of a Global Security, DTC will credit,
on its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the
accounts of participants. Ownership of beneficial interests in a Global
Security will be limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests in Global Securities
will be shown on, and the transfer of such interests will be effected only
through, records maintained by DTC or its nominee (with respect to beneficial
interests of participants) or by participants or persons that may hold
interests through participants (with respect to beneficial interests of
beneficial ownership). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such limits and such laws may impair the ability to
transfer beneficial interests in Global Securities.
So long as DTC or its nominee is the registered owner of the Global
Securities, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of the Securities represented by such Global
Securities for all purposes under the Indenture. Except as provided in an
accompanying Prospectus Supplement, owners of beneficial interests in Global
Securities will not be entitled to have Securities represented by such
Global Securities registered in their names, will not receive or be entitled
to receive physical delivery of such Securities in certificated form and will
not be considered the owners or holders thereof under the Indenture.
OPTIONAL REDEMPTION
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities for any optional redemption provisions relating to
such Offered Securities.
SINKING FUND
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities for any sinking fund provisions relating to such
Offered Securities.
LIMITATIONS ON LIENS
The Indenture provides that the Company will not create, assume or suffer
to exist any mortgage, pledge, encumbrance, lien or charge of any kind on any
of its properties or assets, with certain exceptions as to liens created
otherwise than in connection with the borrowing of money or the obtaining of
credit (so long as such lien does not materially impair the value or use of
such properties) and as to liens on properties at the time of their
acquisition or created on properties being constructed or acquired, or to
secure a portion of the cost or purchase price thereof (but only if such lien
covers fixed assets or other physical properties only and such property is not
encumbered in excess of two-thirds of the lesser of the cost or fair value
thereof); provided, however, that the limitations on liens shall apply only to
liens which in the aggregate exceed 5% of the Company's consolidated net worth
as of the end of the Company's most recent accounting period preceding the
creation or assumption of any such lien. (Section 1005)
RESTRICTIONS ON RELATED COMPANY TRANSACTIONS
The Indenture provides that the Company will not, and will not permit any
Subsidiary, directly or indirectly, to: (1) make an acquisition from a Related
Company of any assets, excluding the acquisition of Affiliate-Related
Receivables or the making of Investments in Related Companies, if such
acquisition, in any one transaction or series of related transactions, is one
in which the aggregate consideration
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to be paid by the Company or Subsidiary shall exceed $50 million, unless the
Company shall have received a written opinion from an investment banking firm
of national reputation or an appraiser commercially experienced in the type of
assets to be acquired to the effect that the purchase price to be paid by the
Company or a Subsidiary for such assets does not exceed the fair market value
of such assets or to the effect that such purchase price is fair to the
Company and Subsidiary from a financial point of view; or (2) make any
Investment in any Related Company unless after the making of such Investment
the sum of the aggregate outstanding Investments in Related Companies owned by
the Company and any Subsidiary shall not exceed 10% of Consolidated Tangible
Net Worth; or (3) purchase any Affiliate-Related Receivable unless after the
purchase of such Affiliate-Related Receivable the sum of the aggregate
outstanding Affiliate-Related Receivables owned by the Company and any
Subsidiary shall not exceed 5% of Consolidated Total Assets; unless both (x)
the provisions of clauses (1), (2) or (3) above are met and (y) the terms and
conditions of such transaction are no more favorable to the Related Company
than the terms and conditions which the Related Company could have obtained,
taking into account all applicable factors including the credit quality of the
Related Company, from a Person which was not the Company or a Subsidiary of
the Company. (Section 1008). In the event the opinion of an investment banking
firm or appraiser shall be required, the investment banking firm or appraiser
which provides the opinion will be selected by the Company from time to time,
in its sole discretion, and may include a firm which is, at the time of
rendering such opinion, or was previously, or in the future may be, a Related
Company.
"Related Company" is defined in the Indenture as (i) any Person that
directly, or indirectly through one or more intermediaries, controls the
Company (a "Controlling Person") or (ii) any Person (other than the Company or
a Subsidiary of the Company) which is controlled by or is under common control
with a Controlling Person. As used herein, the term "control" means
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
RESTRICTIONS ON MERGER
The Company may not consolidate or merge with any other corporation or
sell, lease, transfer or otherwise dispose of all or substantially all of its
assets to another Person unless (i) the successor Person is organized and
existing under the laws of the United States of America or a State thereof or
the District of Columbia and assumes payment of the principal of and interest
on the Securities and the performance and the observance of the
Indenture, and (ii) such successor Person shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in the
performance of any covenant or condition of the Indenture. (Section 801)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Securities of any series: (a) failure to pay principal of or premium, if
any, on any Security of that series at its Maturity; (b) failure to pay
any interest on any Security of that series when due, continued for 30
days; (c) failure to deposit any sinking fund payment, when due, in respect of
any Security of that series; (d) any other defaults in the performance,
or breach, of any covenant of the Company in the Indenture, continued for 60
days after notice of such default or breach from the Trustee or the Holders of
at least 25% in principal amount of the outstanding Securities of that
series; (e) the occurrence of a default in payment of any debt resulting from
borrowing in excess of $10,000,000 or any interest thereon for a period longer
than the specified period of grace which shall have resulted in acceleration
of the maturity thereof without such acceleration having been rescinded
within 10 Business Days after due notice to the Company of such default by the
Trustee or by such notice to the Company and the Trustee by Holders of at least
10% of the principal amount of the outstanding Securities of that series;
(f) certain events of bankruptcy, insolvency or reorganization; and (g) any
other Event of Default provided with respect to Securities of that series.
(Section 501)
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<PAGE>
If an Event of Default with respect to Outstanding Securities of any
series shall occur and be continuing, either the Trustee or the Holders of at
least 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Securities
of that series to be due and payable immediately. However, at any time after a
declaration of acceleration with respect to Securities of any series has
been made, but before a judgment or decree based on such acceleration has been
obtained, the Holders of a majority in principal amount of Outstanding
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 502). For information as to waiver of defaults,
see "Modification and Waiver." Reference is made to the Prospectus Supplement
relating to each series of Offered Securities which are Original Issue
Discount Securities for the particular provisions relating to acceleration of
the Maturity of a portion of the principal amount of such Original Issue
Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603). Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Securities of any series will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of that series.
(Section 512)
The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. (Section 1006)
DEFEASANCE
The Indenture provides that, if specified with respect to the Securities
of a particular series, the Company (a) shall be discharged from its
obligations in respect of the Securities of such series ("defeasance and
discharge"), or (b) may cease to comply with the restrictive covenants
("covenant defeasance") in Article 8 (Consolidation, Merger or Sale), Section
1005 (Limitations on Liens) and Section 1008 (Restrictions on Related Company
Transactions), and any such omission shall not be an Event of Default with
respect to the Securities of such series, in each case at any time prior
to the Stated Maturity or redemption thereof, when the Company has irrevocably
deposited with the Trustee, in trust, (i) sufficient funds in the currency or
currency unit in which the Securities are denominated to pay the
principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Securities of such series, or (ii) such amount of
direct obligations of, or obligations the principal of and interest on which
are fully guaranteed by, the government which issued the currency in which the
Securities are denominated, and which are not subject to prepayment,
redemption or call, as will, together with the predetermined and certain
income to accrue thereon without consideration of any reinvestment thereof, be
sufficient to pay when due the principal of (and premium, if any), and
interest to Stated Maturity (or redemption) on, the Securities of such
series. Such defeasance and discharge and covenant defeasance are conditioned
upon the Company's delivery of an opinion of counsel that the Holders of the
Securities of such series will have no Federal income tax consequences as a
result of such deposit. Upon such defeasance and discharge, the Holders of the
Securities of such series shall no longer be entitled to the benefits of
the Indenture, except for the purposes of registration of transfer and
exchange of the Securities of such series and replacement of lost, stolen
or mutilated Securities and shall look only to such deposited funds or
obligations for payment. The Indenture contemplates that such defeasance and
discharge or covenant defeasance may be accomplished in a manner otherwise
than that set forth above, if so specified in the terms of the
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Securities of any series and as disclosed in a Prospectus Supplement relating
to the Securities of such series. (Section 403)
Under current Federal income tax law, the defeasance and discharge
contemplated in the preceding paragraph would be treated as a taxable exchange
of the Securities for an interest in the trust. As a consequence, each
Holder of Securities would recognize gain or loss equal to the difference
between the value of the Holder's interest in the trust and the Holder's tax
basis for the Securities deemed exchanged. Thereafter, each Holder would
be required to include in income his share of any income, gain and loss
recognized by the trust. Although a Holder could be subject to Federal income
tax on the deemed exchange of the defeased Securities for an interest in
the trust, such Holder would not receive any cash until the maturity (or an
earlier redemption) of such Securities (except for current interest
payments, if any). Under current Federal income tax law, covenant defeasances
would not similarly be treated as a taxable exchange of such Securities.
Prospective investors are urged to consult their own tax advisors as to the
specific consequences of such defeasances and discharges, including the
applicability and effect of tax laws other than the Federal income tax law.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Securities of each series affected thereby; provided,
however, that no such modification or amendment may, without the consent of
the Holder of each Outstanding Security affected thereby, (a) change the
stated maturity date of the principal of, or any installment of principal of
or interest on, any Security, (b) reduce the principal amount of, or the
premium, if any, or interest, if any, on, any Security, (c) reduce the
amount of principal of any Original Issue Discount Security payable upon
acceleration of the Maturity thereof, or (d) reduce the percentage in
principal amount of Outstanding Securities of any series, the consent of
the Holders of which is required for modification or amendment of the
Indenture or for waiver of compliance with certain provisions of the Indenture
or for waiver of certain defaults. (Section 902)
Modifications and amendments of the Indenture may be made by the Company
and the Trustee without the consent of any Holder to evidence a successor to
the Company, to add to the Company's covenants or Events of Default, to permit
or facilitate Securities to be issued by book entry or in bearer form or
relating to the place of payment thereof, to provide for a successor trustee,
to establish forms or terms of Securities, to change or eliminate any
provision not adversely affecting any interests of Holders of outstanding
Securities in any material respect or to cure any ambiguity or inconsistency.
(Section 901)
The Holders of 66 2/3% in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all Securities
of that series waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. (Section 1007).
The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all Securities
of that series waive any past default under the Indenture with respect to
Securities of that series, except a default in the payment of the principal
of, or premium, if any, or interest, if any, on, any Security of that
series or in respect of any provision which under the Indenture cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of that series affected. (Section 513)
THE TRUSTEE
The Trustee from time to time makes loans to, and acts as depository for
funds of, the Company and affiliates of the Company.
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PLAN OF DISTRIBUTION
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly; (iii) through agents; or (iv)
through a combination of any such methods of sale. The Prospectus Supplement
with respect to an offering of Offered Securities will set forth the terms of
such offering, including the name or names of any underwriters, the purchase
price of the Offered Securities and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the Offered Securities may be listed.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
Securities may be either offered to the public through underwriting syndicates
represented by one or more managing underwriters or by underwriters without a
syndicate. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all the Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer
or sale of the Offered Securities in respect of which this Prospectus is
delivered will be named, and the terms of such agency (including any
commissions payable by the Company to such agent) will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
As one of the means of direct issuance of the Securities, the Company may
utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the Offered Securities among potential
purchasers who are eligible to participate in the auction or offering of such
Offered Securities, if so described in the applicable Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
This Prospectus together with an applicable Prospectus Supplement may
also be used by Smith Barney in connection with offers and sales of the
Securities in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. Smith Barney may act as
principal or agent in such transactions. Smith Barney has no obligation to
make a market in any of the Securities and may discontinue its market-making
activities at any time without notice, at its sole discretion. The Securities
issued hereunder will be new issues of securities with no established
12
<PAGE>
trading market and no assurance can be made as to the existence or liquidity
of a trading market for such Securities.
Smith Barney, a member of the National Association of Securities Dealers,
Inc. (the "NASD") and an affiliate of the Company, may participate in offers
and sales of the Securities. Accordingly, any such offers and sales will
conform with the requirements set forth in any applicable sections of
Schedule E to the By-Laws of the NASD.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, and may engage in
transactions with, or perform services for, the Company and affiliates of the
Company.
ERISA MATTERS
By virtue of the Company's affiliation with certain of its subsidiaries
and certain subsidiaries of Travelers, including insurance company subsidiaries
and Smith Barney, that provide services to many employee benefit plans,
including investment advisory and asset management services, the Company,
Travelers and any direct or indirect subsidiary of either of them may each be
considered a "party in interest" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and a "disqualified person"
under corresponding provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), with respect to such employee benefit plans. "Prohibited
transactions" within the meaning of ERISA and the Code may result if the
Securities are acquired by an employee benefit plan with respect to which the
Company, Travelers or any direct or indirect subsidiary of either is a party
in interest, unless the Securities are acquired pursuant to an applicable
exemption. Any employee benefit plan or other entity subject to such
provisions of ERISA or the Code proposing to acquire the Securities should
consult with its legal counsel.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, have been incorporated by reference
herein, in reliance upon the report (also incorporated by reference herein) of
KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP covering the December 31, 1994 consolidated financial
statements and schedules refers to changes in the Company's method of
accounting for certain investments in debt and equity securities in 1994,
methods of accounting for postretirement benefits other than pensions and
accounting for postemployment benefits in 1993, and method of accounting for
income taxes in 1992.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by Charles O. Prince, III, Esq., as counsel for the Company, 388
Greenwich Street, New York, New York, or by counsel to be identified in the
Prospectus Supplement. Mr. Prince, Senior Vice President, General Counsel and
Secretary of the Company, beneficially owns, or has rights to acquire under
Travelers employee benefit plans, an aggregate of less than 1% of Travelers
common stock.
The validity of the Securities offered hereby will be passed upon for the
underwriters or agents by counsel to be identified in the Prospectus
Supplement.
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PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC registration fee........................................... $ 344,830
NASD registration fee.......................................... 30,500
Blue Sky fees and expenses..................................... 35,000
Printing....................................................... 150,000
Legal fees and expenses........................................ 50,000
Fee of Independent Certified Public Accountants................ 75,000
Fee of rating agencies......................................... 575,000
Fee of Indenture Trustee....................................... 40,000
Miscellaneous expenses......................................... 1,670
-------------
Total expenses....................................... $ 1,302,000
-------------
-------------
Except for the SEC and NASD registration fees, all of the foregoing are
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities
under Section 145.
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Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.
Subsection (4) to Article FIFTH of the Company's Restated Certificate of
Incorporation states that:
"The Corporation shall indemnify to the full extent authorized or
permitted by law any person made, or threatened to be made, a party to
any action or proceeding (whether civil or criminal or otherwise) by
reason of the fact that he, his testator or intestate, is or was a
director or officer of the Corporation or by reason of the fact that such
director or officer, at the request of the Corporation, is or was serving
any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in any capacity. Nothing contained
herein shall affect any rights to indemnification to which employees
other than directors and officers may be entitled by law. No director
shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a director shall be
liable to the extent provided by applicable law (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174
of the Delaware General Corporation Law or (iv) for any transaction from
which the director derived an improper personal benefit. No amendment to
or repeal of this Subsection (4) to Article FIFTH shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment."
Section 5 of Article III of the Company's By-Laws further provides:
"Each director, whether or not then in office, shall be indemnified
by the Corporation against all costs and expenses reasonably incurred by
or imposed upon him in connection with or resulting from any action, suit
or proceeding to which he may be made a party by reason of his being or
having been a director of the Corporation or of any other company which
he serves as a director at the request of the Corporation, except in
relation to matters as to which a recovery shall be had against him by
reason of his having been finally adjudged in such action, suit or
proceeding to have been derelict in the performance of his duty as such
director, and the foregoing right of indemnification shall not be
exclusive of other rights to which he may be entitled as a matter of
law."
Travelers also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries including the
Company. This insurance provides for coverage against loss from claims made
against directors and officers in their capacity as such, including, subject
to certain exceptions, liabilities under the Federal securities laws.
ITEM 16. EXHIBITS.
1.01 Form of Underwriting Agreement Basic Provisions (incorporated by
reference to Exhibit 1.01 to the Company's Current Report on
Form 8-K dated February 9, 1990, File No. 1-6594)
4.01 Indenture, dated as of December 1, 1986, between the Company and
Citibank, N.A. relating to Debt Securities (incorporated by
reference to Exhibit 4.01 to the Company's Current Report on
Form 8-K dated January 19, 1987, File No. 1-6594)
4.02 First Supplemental Indenture, dated as of June 13, 1990
(incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated June 13, 1990, File No. 1-6594)
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* 5.01 Opinion of Charles O. Prince, III, General Counsel of the Company,
as to legality of Securities being registered
12.01 Computation of ratio of earnings to fixed charges, incorporated by
reference to Exhibit 12.01 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (File
No. 1-6594) and to Exhibit 12.01 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September
30, 1995 (File No. 1-6594)
* 23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
23.02 Consent of Counsel (included in Exhibit 5.01)
* 25.01 Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of Citibank, N.A.
* Filed with the initial filing of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
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<PAGE>
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time
it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 31st day of January, 1996.
COMMERCIAL CREDIT COMPANY
(Registrant)
By /s/ Robert B. Willumstad
-------------------------------
ROBERT B. WILLUMSTAD
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to this Registration Statement has been signed by the following
persons in the capacities indicated on the 31st day of January, 1996.
SIGNATURE TITLE
- -------------------------------------- ---------------------------------
/s/ Robert B. Willumstad Chairman of the Board, Chief Executive
- ------------------------------------- Officer and Director
ROBERT B. WILLUMSTAD (Principal Executive Officer)
/s/ Irwin R. Ettinger Senior Vice President, Chief Accounting
- ------------------------------------- Officer and Director (Principal
IRWIN R. ETTINGER Accounting Officer)
/s/ William R. Hofmann Vice President and Chief Financial
- ------------------------------------- Officer (Principal Financial
WILLIAM R. HOFMANN Officer)
/s/ James Dimon Director
- -------------------------------------
JAMES DIMON
/s/ Jerome T. Fadden Director
- -------------------------------------
JEROME T. FADDEN
/s/ Robert I. Lipp Director
- -------------------------------------
ROBERT I. LIPP
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INDEX TO EXHIBITS
FILING
EXHIBITS METHOD
- --------- ----------
1.01 Form of Underwriting Agreement Basic Provisions
(incorporated by reference to Exhibit 1.01 to the
Company's Current Report on Form 8-K dated February 9,
1990, File No. 1-6594)
4.01 Indenture, dated as of December 1, 1986, between the
Company and Citibank, N.A. relating to Debt Securities
(incorporated by reference to Exhibit 4.01 to the
Company's Current Report on Form 8-K dated January 19,
1987, File No. 1-6594)
4.02 First Supplemental Indenture, dated as of June 13, 1990
(incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated June 13, 1990, File
No. 1-6594)
* 5.01 Opinion of Charles O. Prince, III, General Counsel of the Electronic
Company, as to legality of securities being registered
12.01 Computation of ratio of earnings to fixed charges,
incorporated by reference to Exhibit 12.01 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 (File No. 1-6594) and to
Exhibit 12.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995
(File No. 1-6594)
*23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Electronic
Public Accountants
23.02 Consent of Counsel (included in Exhibit 5.01)
*25.01 Form T-1, Statement of Eligibility under the Trust Electronic
Indenture Act of 1939 of Citibank, N.A.
* Filed with the initial filing of this Registration Statement.
