IBM CREDIT CORP
8-K, 1994-11-18
FINANCE LESSORS
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<PAGE>   1


                      Original Electronically Transmitted
                   to the Securities and Exchange Commission
                              on November 18, 1994



                       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) November 17, 1994.


                             IBM CREDIT CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                       1-8175                  22-2351962
(State of Incorporation)            (Commission             (I.R.S. Employer
                                    File Number)            Identification No.)
                          
                              290 Harbor Drive
                               P.O. Box 10399
                            Stamford, Connecticut              06904-2399
                            (Address of principal              (Zip Code)
                               executive offices)

        Registrant's telephone number, including area code: 203-973-5100
<PAGE>   2
Item 7.  Financial Information, Pro Forma Financial Information and Exhibits.

        This Current Report on Form 8-K is being filed to incorporate by
reference into Registration Statement No. 33-56207 on Form S-3, effective
November 3, 1994, the document included as Exhibit 1 hereto, relating to
$2,500,000,000 aggregate principal amount of debt securities of the Registrant.

        The following exhibit is hereby filed with this report:

<TABLE>
<CAPTION>
Exhibit
Number                  Description
                        -----------
   <S>                  <C>
   1                    Amendment dated November 17, 1994, to the Agency
                        Agreement dated March 13, 1992, as amended
                        August 12, 1992, April 13, 1993, June 11, 1993, and August 17, 1993, among IBM Credit Corporation, CS First
                        Boston Corporation, Goldman, Sachs & Co., Lehman Brothers, Lehman Government Securities Inc., Lehman
                        Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Salomon Brothers
                        Inc.
</TABLE>





<PAGE>   3
                                   SIGNATURES


        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.


                                       IBM CREDIT CORPORATION

                                       By:

                                       /s/ John J. Shay, Jr.
                                       ------------------------------
                                       Name: John J. Shay, Jr.
                                       Title: Vice President


November 17, 1994.





<PAGE>   4
                                 Exhibit Index


<TABLE>
<CAPTION>
                                                                                 Page in
                                                                               Sequentially
                                                                                 Numbered
                                                                                  Copy    
                                                                               -----------
 <S>            <C>
 (1) --         Amendment dated November 17, 1994,
                to the Agency Agreement dated March 13,
                1992, as amended August 12, 1992,
                April 13, 1993, June 11, 1993, and
                August 17, 1993, among IBM Credit
                Corporation, CS First Boston
                Corporation, Goldman, Sachs & Co.,
                Lehman Brothers, Lehman Government
                Securities Inc., Lehman Brothers Inc.,
                Merrill Lynch & Co., Merrill Lynch,
                Pierce, Fenner & Smith Incorporated,
                and Salomon Brothers Inc.
</TABLE>






<PAGE>   1
                             IBM CREDIT CORPORATION
                                290 Harbor Drive
                                 P.O. Box 10399
                        Stamford, Connecticut 06904-2399

                             IBM Credit Corporation

                               Medium-Term Notes

                         AMENDMENT TO AGENCY AGREEMENT

                                                               November 17, 1994

CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Lehman Brothers
Lehman Government Securities Inc.
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285

Merrill Lynch & Co.
Merrill Lynch, Pierce,
  Fenner & Smith Incorporated
World Financial Center
New York, New York 10281

Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048

Dear Ladies and Gentlemen:

        The Agency Agreement dated March 13, 1992, as amended August 12, 1992,
April 13, 1993, June 11, 1993 and August 17, 1993 (the "Agency Agreement"),
contemplates the issuance from time to time by IBM Credit Corporation (the
"Company") of up to $5,400,000,000 aggregate principal amount of the Company's
Medium-Term Notes, of which the Company has issued and sold approximately
$5,189,000,000 aggregate principal amount of Medium-Term Notes. The Agency
Agreement is hereby amended to increase the aggregate





<PAGE>   2
                                                                               2


principal amount of the Company's Medium-Term Notes which may be issued and
sold from time to time by the Company thereunder to $8,400,000,000 and the
aggregate principal amount of Medium-Term Notes which may be issued and sold
from time to time thereunder on or after the date hereof to $3,211,000,000.

        The aggregate principal amount of Medium-Term Notes which may be issued
and sold by the Company under the Agency Agreement and the aggregate principal
amount which may be issued and sold from time to time thereunder on or after the
date hereof shall be reduced by the aggregate principal amount of Registered
Securities other than Medium-Term Notes issued and sold by the Company under the
Registration Statement.

        In all other respects the Agency Agreement shall remain in full force
and effect.

        This Amendment to the Agency Agreement may be executed in counterparts,
and the executed counterparts shall together constitute a single instrument.


                                                 Very truly yours,

                                                 IBM CREDIT CORPORATION

                                                   By

                                                     /s/ Janet E. Andersen
                                                     ---------------------


AGREED TO:

CS FIRST BOSTON CORPORATION

  By

    /s/ Martha D. Bailey
    --------------------



   /s/ Goldman, Sachs & Co.
- ---------------------------
      (Goldman, Sachs & Co.)





<PAGE>   3
                                                                               3


LEHMAN GOVERNMENT SECURITIES INC.
LEHMAN BROTHERS INC.

  By

     /s/ Bradley Jack    
     --------------------



MERRILL LYNCH, PIERCE,
  FENNER & SMITH INCORPORATED

  By
     
     /s/ Scott G. Primrose  
     -----------------------



SALOMON BROTHERS INC

  By

     /s/ Pamela Kendall    
     ----------------------







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