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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) July 30, 1997
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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 5. OTHER EVENTS.
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On July 31, 1997, Commercial Credit Company (the "Company") acquired from
BankAmerica Financial, Inc. all of the issued and outstanding capital stock
of Security Pacific Finance System Incorporated for approximately $1.6
billion in cash.
Financing for the acquisition included an equity contribution of $520
million by Travelers Group Inc., the Company's parent.
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 July 30, 1997, among the Company and
Smith Barney Inc., Chase Securities Inc., Donaldson, Lufkin
& Jenrette Securities Corporation, NationsBanc Capital
Markets, Inc., UBS Securities LLC and First Union Capital
Markets Corp., as Underwriters, relating to the offer and
sale of the Company's 6 1/2% Notes August 1, 2004.
4.01 Form of Note for the Company's 6 1/2% Notes due August 1,
2004.
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: August 1, 1997 COMMERCIAL CREDIT COMPANY
By /s/ Firoz B. Tarapore
---------------------------------
Firoz B. Tarapore
Vice President and
Assistant Treasurer
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Exhibit 1.01
TERMS AGREEMENT
July 30, 1997
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 $250,000,000 aggregate principal
amount of its debt securities (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not jointly,
the principal amount of Securities set forth opposite our respective names on
the list attached hereto at 99.595% of the principal amount thereof, plus
accrued interest from August 1, 1997 to the date of payment and delivery. The
Closing Date shall be August 4, 1997, 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: 6-1/2% Notes due August 1, 2004
Maturity: August 1, 2004
Interest Rate: 6-1/2% per annum
Interest Payment
Dates: February 1 and August 1, commencing February 1, 1998
Initial Price to
Public: 99.945% of the principal amount thereof, plus accrued
interest from August 1, 1997 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 15 and July 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 July 30, 1997. 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 "(333-28847)", and any reference in the Basic Provisions to a
registration statement shall be deemed to be a reference to such registration
statement on Form S-3; and (c) In the fifth line of the third paragraph of
Section 3, delete the phrase "New York Clearinghouse (next day)" and insert in
lieu thereof "federal or other same day".
The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements
2
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set forth in any applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
Charles O. Prince, III, Esq. is counsel to the Company. Dewey
Ballantine is counsel to the Underwriters.
The Securities will be made available for checking and packaging at
the designated office of Citibank, N.A. at least 24 hours prior to the Closing
Date.
Please accept this offer no later than 9:00 o'clock P.M. on July 30,
1997, 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:
3
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"We hereby accept your offer, set forth in the Terms Agreement, dated
July 30, 1997, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
CHASE SECURITIES INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
NATIONSBANC CAPITAL MARKETS, INC.
UBS SECURITIES LLC
FIRST UNION CAPITAL MARKETS CORP.
By: SMITH BARNEY INC.
By: /s/ Robert H.B. Baldwin, Jr.
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Name: Robert H.B. Baldwin, Jr.
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
4
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Principal
Underwriter Amount
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Smith Barney Inc....................................................$130,000,000
Chase Securities Inc................................................ 25,000,000
Donaldson, Lufkin & Jenrette........................................ 25,000,000
Securities Corporation
NationsBanc Capital Markets, Inc.................................... 25,000,000
UBS Securities LLC.................................................. 25,000,000
First Union Capital Markets Corp.................................... 20,000,000
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Total...........................................................$250,000,000
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5
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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 IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY 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 DS 7
NO. R-___ U.S. $___________________
COMMERCIAL CREDIT COMPANY
6 1/2% Note due August 1, 2004
COMMERCIAL CREDIT COMPANY, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to SPECIMEN , or registered assigns, the
principal sum of ___________________ Dollars ($________________) on August 1,
2004 and to pay interest thereon from August 1, 1997, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on February 1 and August 1 in each year, commencing February 1,
1998, at the rate of 6 1/2% 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 15 or July 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
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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: August 4, 1997
COMMERCIAL CREDIT COMPANY
By: SPECIMEN
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Robert Matza
Vice President
and Treasurer
By: SPECIMEN
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Charles O. Prince, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture. CITIBANK, N.A., as Trustee
By:___________________________
Authorized Officer
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COMMERCIAL CREDIT COMPANY
6 1/2% NOTES DUE AUGUST 1, 2004
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 $250,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge
and defeasance as provided in Section 403 of the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar, duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
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The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________________________
The following abbreviations, when used in the inscription on the first
page of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
as Custodian for ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[Please Insert Social Security Number or Other Identifying Number of Assignee:]
________________________________________________________________________________
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security of Commercial Credit Company and does hereby irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated: ____________________ ________________________________________
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.
