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 12, 1996
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Commercial Credit Company
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(Exact name of registrant as specified in its charter)
Delaware 1-6594 52-0883351
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 Saint Paul Place, Baltimore, Maryland 21202
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(Address of principal executive offices) (Zip Code)
(410) 332-3000
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(Registrant's telephone number, including area code)
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COMMERCIAL CREDIT COMPANY
Current Report on Form 8-K
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibits:
Exhibit No. Description
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1.01 Terms Agreement, dated February 12, 1996, between the
Company and Lehman Brothers Inc., as Underwriter,
relating to the offer and sale of the Company's 5.55%
Notes due February 15, 2001.
4.01 Form of Note for the Company's 5.55% Notes due
February 15, 2001.
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 13, 1996 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 12, 1996
Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Attention: Chief Financial Officer
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 99.849% of
the aggregate principal amount thereof, plus accrued interest, if any, from
February 15, 1996 to the date of payment and delivery. The Closing Date shall be
February 15, 1996, at 8:30 A.M. at the offices of the Company, 388 Greenwich
Street, 20th Floor, New York, New York 10013.
The Securities shall have the following terms:
Title: 5.55% Notes due February 15, 2001
Maturity: February 15, 2001
Interest Rate: 5.55% per annum
Interest Payment
Dates: February 15 and August 15, commencing
August 15, 1996
Initial Price to
Public: 100% of the principal amount thereof,
plus accrued interest, if any, from
February 15, 1996 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 January 31 and
July 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 February 12,
1996. 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 "(333-00055), 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 (33-59415))" and
any reference in the Basic Provisions to a registration statement shall be
deemed a reference to such registration statements on Form S-3; (c) In the fifth
line of the third paragraph of Section 3, delete the phrase "New York Clearing
House (next day)" and insert in lieu thereof "federal or other same day"; and
(d) In the fourteenth line of the
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third paragraph of Section 3, delete the word "definitive" and insert in
lieu thereof "global."
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.
Please accept this offer no later than 9:00 o'clock P.M. on February
12, 1996, 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 12, 1996, to purchase the Securities on the terms set forth
therein."
Very truly yours,
LEHMAN BROTHERS INC.
By: /s/ Nelson Soares
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Name: Nelson Soares
Title: Managing Director
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Vice President and
Assistant Treasurer
EXHIBIT 4.01
FORM OF NOTE
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 DK 4
NO. R-___ U.S. $________________
COMMERCIAL CREDIT COMPANY
5.55% NOTE DUE FEBRUARY 15, 2001
COMMERCIAL CREDIT COMPANY, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Specimen , or registered assigns, the
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principal sum of _____ Dollars ($_____ ) on February 15, 2001 and to pay
interest thereon from February 15, 1996, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on February 15 and August 15 in each year, commencing
August 15, 1996, at the rate of 5.55% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 31 or July 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 of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
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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: Feburary 15, 1996
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
5.55% NOTES DUE FEBRUARY 15, 2001
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
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authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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The following abbreviations, when used in the inscription on the
first page of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
UNIF GIFT MIN ACT --
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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.
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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:]
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[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
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the within Security of Commercial Credit Company and does hereby irrevocably
constitute and appoint
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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.
