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) August 8, 1996
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.)
1133 Westchester Avenue
White Plains, New York
(Address of principal 10604-3505
executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 642-3000
<PAGE>
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 Statememt No. 333-06335 on Form S-3, effective
July 30, 1996, the document included as Exhibit 1 hereto, relating to
$2,000,000,000 aggregate principal amount of debt securities of the
Registrant.
The following exhibit is hereby filed with this report:
Exhibit
Number Description
1 Amendment dated August 8, 1996, to the
Agency Agreement dated March 13, 1992, as
amended August 12, 1992, April 13, 1993,
June 11, 1993, August 17, 1993,
January 6, 1994 and November 17, 1994
among IBM Credit Corporation, CS First
Boston Corporation, Goldman, Sachs & Co.,
Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated,
Salomon Brothers Inc and Smith Barney
Inc.
<PAGE>
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.
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Name: John J. Shay, Jr.
Title: Vice President, Secretary
and General Counsel
August 12, 1996
<PAGE>
Exhibit Index
Exhibit
Number Description
1 Amendment dated August 8, 1996, to the
Agency Agreement dated March 13, 1992, as
amended August 12, 1992, April 13, 1993,
June 11, 1993, January 6, 1994 and November
17, 1994 among IBM Credit Corporation, CS
First Boston Corporation, Goldman, Sachs &
Co., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated, Salomon
Brothers Inc and Smith Barney Inc.
Exhibit 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
August 8, 1996
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 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
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10020
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
<PAGE>
Dear Ladies and Gentlemen:
The Agency Agreement dated March 13, 1992, as amended August 12,
1992, April 13, 1993, June 11, 1993, August 17, 1993, January 6, 1994 and
November 17, 1994 (the "Agency Agreement"), contemplates the issuance from
time to time by IBM Credit Corporation (the "Company") of up to
$8,400,000,000 aggregate principal amount of the Company's Medium-Term
Notes, of which the Company has issued and sold approximately
$8,281,100,000 aggregate principal amount of Medium-Term Notes. The Agency
Agreement is hereby amended to increase the aggregate principal amount of
the Company's Medium-Term Notes which may be issued and sold from time to
time by the Company thereunder to $10,400,000,000 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 $2,118,900,000.
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 MediumTerm Notes issued and sold
by the Company under the Registration Statement.
The Agency Agreement, including the exhibits thereto, is also
hereby amended to: (i) add each of Morgan Stanley & Co. Incorporated
("Morgan Stanley") and Smith Barney Inc. ("Smith Barney") as an Agent
thereunder; provided, however, that the opinions and other materials
specified in Section 3(e), Sections 5(d) through 5(g), the penultimate and
last paragraphs of Section 5 and Sections 6(b) through (d) required to be
delivered at any time prior to the date hereof shall not be delivered to
Morgan Stanley and Smith Barney; (ii) provide that notices to Morgan
Stanley under Section 12 shall be sent to it at 1585 Broadway, 2nd Floor,
New York, New York 10020, Attention: Manager-Continuously Offered Products
with a copy to the attention of Peter Cooper - Investment Banking
Information, 34th Floor; and (iii) provide that notices to Smith Barney
under Section 12 shall be sent to it at 390 Greenwich Street, 4th Floor,
New York, New York 10013, Attention: MTN Product Manager.
In all other respects the Agency Agreement shall remain in full
force and effect.
<PAGE>
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
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AGREED TO:
CS FIRST BOSTON CORPORATION
By
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(Goldman, Sachs & Co.)
LEHMAN BROTHERS INC.
By
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MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED
By
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<PAGE>
MORGAN STANLEY & CO
INCORPORATED
By
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SALOMON BROTHERS INC
By
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SMITH BARNEY INC.
By
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