<PAGE>
Filed pursuant to Rule 424(b)(2)
Registration No. 333-00055
and 333-28847
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 18, 1997)
$600,000,000
COMMERCIAL CREDIT COMPANY
$300,000,000 6.45% NOTES DUE JULY 1, 2002
$300,000,000 6.75% NOTES DUE JULY 1, 2007
Commercial Credit Company (the "Company") is offering $300,000,000 principal
amount of each of its 6.45% Notes due July 1, 2002 (the "2002 Notes") and its
6.75% Notes due July 1, 2007 (the "2007 Notes"). The 2002 Notes and the 2007
Notes are collectively referred to herein as the "Notes." Interest on the Notes
is payable semiannually on January 1 and July 1, beginning January 1, 1998. The
Notes may not be redeemed prior to maturity.
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes will be initially represented by
one or more global notes registered in the name of The Depository Trust Company
("DTC") or its nominee. Beneficial interests in Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. Owners of beneficial interests in Notes will be entitled to
physical delivery of Notes in certificated form equal in principal amount to
their respective beneficial interests only under the limited circumstances
described herein. See "Description of Notes--Book-Entry Notes."
Settlement for the Notes will be made in immediately available funds. The Notes
will trade in the Same-Day Funds Settlement System of DTC, and, to the extent
that secondary market trading activity in the Notes is effected through the
facilities of DTC, such trades will be settled in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds.
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT COMPANY (1) (2)
Per 2002 Note............... 99.914% .302% 99.612%
Per 2007 Note............... 99.675% .420% 99.255%
Total....................... $598,767,000 $2,166,000 $596,601,000
</TABLE>
(1) Plus accrued interest from July 1, 1997 to the date of delivery.
(2) Before deducting expenses payable by the Company estimated at $75,000.
The Notes are offered subject to receipt and acceptance by the Underwriters, to
prior sale and to the Underwriters' right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that delivery of the Notes in book-entry form will be made through the
facilities of DTC, on or about July 10, 1997.
SALOMON BROTHERS INC
ABN AMRO CHICAGO CORPORATION
<PAGE>
BANCAMERICA SECURITIES, INC.
BANC ONE CAPITAL CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
The date of this Prospectus Supplement is July 7, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING TRANSACTIONS AND COVERING TRANSACTIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
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.
------------------------
CAPITALIZATION
The following table sets forth the capitalization of the Company at March
31, 1997 and as adjusted to give effect to the issuance and sale of the Notes,
the issuance and sale of additional long-term debt of the Company after March
31, 1997 (including the issuance and sale of $50,000,000 aggregate principal
amount of the Company's 15% Notes due July 10, 1998 which sale is expected to
close July 10, 1997) and the application of the proceeds from each of these
transactions to the repayment of short-term borrowings, as if such transactions
had occurred on March 31, 1997.
<TABLE>
<CAPTION>
AT MARCH 31, 1997
--------------------------
OUTSTANDING AS ADJUSTED
------------ ------------
<S> <C> <C>
(DOLLARS IN MILLIONS)
Debt:
Certificates of deposit............................................................ $ 131.6 $ 131.6
Short-term borrowings.............................................................. 2,112.2 1,462.2
Long-term debt..................................................................... 5,400.0 6,050.0
------------ ------------
Total debt..................................................................... $ 7,643.8 $ 7,643.8
------------ ------------
Stockholder's equity:
Common stock ($.01 par value)--1,000
shares authorized: issued--1 share............................................... -- --
Additional paid-in capital......................................................... 164.2 164.2
Retained earnings.................................................................. 1,132.6 1,132.6
Other.............................................................................. (16.1) (16.1)
------------ ------------
Total stockholder's equity..................................................... 1,280.7 1,280.7
------------ ------------
Total capitalization................................................................. $ 8,924.5 $ 8,924.5
------------ ------------
------------ ------------
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ----------------------------
1997 1996 1995 1994 1993 1992
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges... 1.50 1.61 1.70 1.83 2.09 2.12*
</TABLE>
- ------------------------
* 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
S-2
<PAGE>
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.
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 these ratios, fixed charges consist of interest
expense and that portion of rentals deemed representative of the appropriate
interest factor.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
will be added to its general corporate funds and may be used to reduce or
refinance other borrowings, for investments, for general corporate purposes or
to pay a portion of the purchase price payable in connection with the
acquisition of all of the issued and outstanding capital stock of Security
Pacific Finance System Incorporated from BankAmerica Financial, Inc. In order to
fund its financial services business, the Company expects to incur additional
indebtedness in the future.
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE TERMS OF THE NOTES OFFERED HEREBY (REFERRED
TO IN THE PROSPECTUS AS THE "OFFERED SECURITIES") SUPPLEMENTS THE DESCRIPTION OF
THE GENERAL TERMS OF SECURITIES SET FORTH IN THE PROSPECTUS, TO WHICH
DESCRIPTION REFERENCE IS HEREBY MADE. THE FOLLOWING SUMMARY OF THE NOTES IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE THERETO AND TO THE INDENTURE REFERRED TO
THEREIN.
The 2002 Notes and the 2007 Notes each will be limited to $300,000,000 in
aggregate principal amount, as a result of which, as of July 7, 1997,
$900,000,000 aggregate principal amount of Securities remains currently
available to be offered by the Company under the Registration Statements of
which this Prospectus Supplement and the accompanying Prospectus form a part.
The Notes will be issued only in fully registered form without coupons, in
denominations of $1,000 and integral multiples thereof. Initially, the Notes
will be issued in the form of one or more global notes (each, a "Book-Entry
Note") registered in the name of DTC or its nominee, as described below. The
Notes will bear interest from July 1, 1997, at the annual rate set forth on the
cover page of this Prospectus Supplement. The 2002 Notes will mature on July 1,
2002 and the 2007 Notes will mature on July 1, 2007. Interest on the Notes will
be payable semiannually on January 1 and July 1, commencing January 1, 1998, to
the persons in whose names the Notes are registered at the close of business on
the preceding December 15 or June 15, respectively. The Notes will not be
redeemable prior to maturity and will not be subject to any sinking fund.
Principal of and interest on the Notes will be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan, The City of
New York, initially at the Corporate Trust Office of the Trustee, 111 Wall
Street, Fifth Floor, New York, New York; 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 register of
holders of Notes. Notwithstanding the foregoing, payments of principal of and
interest on Book-Entry Notes will be made as described below.
The Indenture permits the defeasance of Securities upon the satisfaction of
the conditions described under "Description of Securities--Defeasance" in the
Prospectus. The Notes are subject to these defeasance provisions.
BOOK-ENTRY NOTES
The Notes will initially be issued in the form of one or more Book-Entry
Notes, which will be deposited with, or on behalf of, DTC and registered in the
name of DTC or its nominee. Except as set forth below, Book-Entry Notes 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.
S-3
<PAGE>
Principal and interest payments on the Notes represented by one or more
Book-Entry Notes will be made by the Company to DTC or its nominee, as the case
may be, as the registered owner of the related Book-Entry Note or Notes. The
Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of Book-Entry Notes, will credit immediately
the accounts of the related participants with payment in amounts proportionate
to their respective holdings in principal amount of beneficial interests in such
Book-Entry Notes as shown on the records of DTC. Neither the Company nor the
Trustee or any Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of Book-Entry Notes, or for maintaining, supervising or
reviewing any records relating to such beneficial interests. The Company also
expects that payments by participants to owners of beneficial interests in
Book-Entry Notes held through such participants will be governed by standing
customer instructions and customary practices, as is the case with securities
registered in "street name." Such instructions will be the responsibility of
such participants.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Notes in certificated form in exchange for
beneficial interests in the Book-Entry Notes. In addition, the Company may at
any time determine not to have its Notes represented by one or more Book-Entry
Notes, and, in such event, will issue Notes in certificated form in exchange for
beneficial interests in Book-Entry Notes. In any such instance, an owner of a
beneficial interest in a Book-Entry Note will be entitled to physical delivery
in certificated form of Notes equal in principal amount to such beneficial
interest and to have such Notes registered in its name. Notes so issued in
certificated form will be issued in denominations of $1,000 or any amount in
excess thereof that is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
The Notes are expected to trade in the Same-Day Funds Settlement System of
DTC until maturity, and, to the extent that secondary market trading activity in
the Notes is effected through the facilities of DTC, such trades will be settled
in immediately available funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in the
Notes.
UNDERWRITING
Subject to the terms and conditions set forth in each of the Terms
Agreements dated July 7, 1997, each of which incorporates by reference the
Underwriting Agreement Basic Provisions dated November 28, 1989 (together, the
"Underwriting Agreement"), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the principal amount of Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
UNDERWRITER 2002 NOTES 2007 NOTES
- ----------- ---------------- ----------------
<S> <C> <C>
Salomon Brothers Inc ......................................................... $ 175,000,000 $ 285,000,000
ABN AMRO Chicago Corporation.................................................. 25,000,000 --
BancAmerica Securities, Inc................................................... 25,000,000 --
Banc One Capital Corporation.................................................. 25,000,000 --
PaineWebber Incorporated...................................................... 25,000,000 15,000,000
Prudential Securities Incorporated............................................ 25,000,000 --
---------------- ----------------
Total..................................................................... $ 300,000,000 $ 300,000,000
---------------- ----------------
---------------- ----------------
</TABLE>
S-4
<PAGE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the 2002 Notes and the 2007 Notes
are subject to the approval of certain legal matters by their counsel and to
certain other conditions. The Underwriters are committed to take and pay for all
of the Notes if any are taken.
The Underwriters propose to offer part of the Notes directly to the public
at the public offering price set forth on the cover page hereof and part to
certain dealers at a price that represents a concession under the public
offering price. For the 2002 Notes such concession shall not exceed .250% of the
principal amount and for the 2007 Notes such concession shall not exceed .350%
of the principal amount. Any Underwriter may allow, and such dealers may
reallow, a concession not in excess of .125%, with respect to the 2002 Notes,
and .250%, with respect to the 2007 Notes, of the principal amount to certain
other dealers.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriters may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Securities
Exchange Act of 1934, as amended. Over-allotment involves sales in excess of the
offering size, which creates a short position for the Underwriters. Stabilizing
transactions involve bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Covering transactions
involve purchases of the Notes in the open market after the distribution has
been completed in order to cover short positions. Such stabilizing transactions
and covering transactions may cause the price of the Notes to be higher than it
would otherwise be in the absence of such transactions.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes and any such market making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Notes.
Certain of the Underwriters and their affiliates may engage in transactions
with and perform services for the Company or one or more of its affiliates in
the ordinary course of business.
This Prospectus Supplement, together with the Prospectus, may also be used
by Smith Barney Inc. ("Smith Barney"), an affiliate of the Company, in
connection with offers and sales of the Notes 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.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, 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.
LEGAL OPINIONS
The validity of the Notes 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 10013 and for the Underwriters by Dewey Ballantine,
1301 Avenue of the Americas, New York, New York 10019-6092. Mr. Prince,
Executive Vice President, General Counsel and Secretary of the Company,
beneficially owns, or has rights to acquire under Travelers Group Inc. employee
benefit plans, an aggregate of less than 1% of the common stock of Travelers
Group Inc. Dewey Ballantine has from time to time acted as counsel for Travelers
Group Inc. and certain of its subsidiaries and may do so in the future.
S-5
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY IN ANY JURISDICTION IN WHICH OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THE PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
PROSPECTUS SUPPLEMENT
Capitalization................................ S-2
Ratio of Earnings to Fixed Charges............ S-2
Use of Proceeds............................... S-3
Description of Notes.......................... S-3
Underwriting.................................. S-4
Experts....................................... S-5
Legal Opinions................................ S-5
<CAPTION>
PROSPECTUS
<S> <C>
Available Information......................... 2
Incorporation of Certain Documents
by Reference................................ 3
The Company................................... 4
Use of Proceeds............................... 4
Ratio of Earnings to Fixed Charges............ 4
Description of Securities..................... 5
Plan of Distribution.......................... 11
ERISA Matters................................. 12
Experts....................................... 13
Legal Matters................................. 13
</TABLE>
$600,000,000
COMMERCIAL CREDIT
COMPANY
$300,000,000 6.45% NOTES
DUE JULY 1, 2002
$300,000,000 6.75% NOTES
DUE JULY 1, 2007
SALOMON BROTHERS INC
ABN AMRO CHICAGO CORPORATION
BANCAMERICA SECURITIES, INC.
BANC ONE CAPITAL CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES
INCORPORATED
PROSPECTUS SUPPLEMENT
DATED JULY 7, 1997
