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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) January 5, 1998
_________________________
Commercial Credit Company
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-6594 52-0883351
_______________ ___________ __________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 Saint Paul Place, Baltimore, Maryland 21202
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(410) 332-3000
______________________________________________________________________________
(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.
Exhibits:
Exhibit No. Description
1.01 Terms Agreement, dated January 5, 1998, between the
Company and Salomon Brothers Inc, Bear, Stearns & Co.
Inc., Chase Securities Inc., Donaldson, Lufkin &
Jenrette Securities Corporation, PaineWebber
Incorporated, ABN AMRO Chicago Corporation and
BancAmerica Robertson Stephens, as Underwriters,
relating to the offer and sale of the Company's 6 1/4%
Notes due January 1, 2008.
4.01 Form of Note for the Company's 6 1/4% Notes due
January 1, 2008.
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: January 7, 1998 COMMERCIAL CREDIT COMPANY
By /s/ Robert Matza
----------------------
Robert Matza
Vice President and
Treasurer
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Exhibit 1.01
TERMS AGREEMENT
January 5, 1998
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 $300,000,000
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 99.362% of
the principal amount thereof, plus accrued interest from January 1, 1998 to
the date of payment and delivery. The Closing Date shall be January 8, 1998,
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: 6-1/4% Notes due January 1, 2008
Maturity: January 1, 2008
Interest Rate: 6-1/4% per annum
Interest Payment
Dates: January 1 and July 1, commencing July 1, 1998
Initial Price to
Public: 99.962% of the principal amount thereof, plus accrued
interest from January 1, 1998 to the date of payment
and delivery
Redemption
Provisions: The Securities are not redeemable by the Company prior
to maturity.
Additional terms: The Regular Record Dates are December 15 and June
15. The
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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 January 5, 1998. 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
2
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requirements set forth in any applicable sections of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.
A. Keith McClung, Jr., Esq., Vice President, General Counsel,
Consumer Financial Services of the Company, 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 January
5, 1998, 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
January 5, 1998, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
ABN AMRO CHICAGO CORPORATION
BANCAMERICA ROBERTSON STEPHENS
By: SALOMON BROTHERS INC
By: /s/ Craig R. Stine
-------------------------
Name: Craig R. Stine
Title: Director
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By: /s/ Robert Matza
-------------------------
Name: Robert Matza
Title: Vice President
and Treasurer
4
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Principal
Underwriter Amount
- ----------- ----------
Salomon Brothers Inc ..................................... $50,000,000
Bear, Stearns & Co. Inc. ................................. $50,000,000
Chase Securities Inc. .................................... $50,000,000
Donaldson, Lufkin & Jenrette
Securities Corporation ................................. $50,000,000
PaineWebber Incorporated ................................. $50,000,000
ABN AMRO Chicago Corporation ............................. $25,000,000
BancAmerica Robertson Stephens ........................... $25,000,000
Total ............................................... $300,000,000
------------
------------
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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 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 DT 5
NO. R-___ U.S. $ __________
COMMERCIAL CREDIT COMPANY
6 1/4% Note due January 1, 2008
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 January 1, 2008 and to pay interest thereon from January 1,
1998, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on January 1 and July 1 in each
year, commencing July 1, 1998, at the rate of 6 1/4% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall
be the December 15 or June 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which
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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: January 8, 1998
COMMERCIAL CREDIT COMPANY
By: Specimen
----------------------------
Robert Matza
Vice President
and Treasurer
By: Specimen
----------------------------
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 1/4% Notes due January 1, 2008
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 $300,000,000.
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.
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
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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.
