<PAGE 1>
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) June 27, 1997
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 10604-3305
executive offices) (Zip Code)
Registrant's telephone number, including area code:(914) 642-3000
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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. 333-26211 on Form S-3,
effective June 27, 1997, the document included
as Exhibit 1 hereto, relating to $3,500,000,000 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 June 27, 1997, 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,
November 17, 1994 and August 8, 1996 among
IBM Credit Corporation, Credit Suisse First
Boston Corporation, Goldman, Sachs & Co.,
Lehman Brothers, Lehman Brothers Inc.,
Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, Salomon Brothers Inc and
Smith Barney Inc.
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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,
Secretary and General Counsel
July 8, 1997
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit
- -
Number Description
<S> <C>
1 Amendment dated June 27, 1997, 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,
November 17, 1994 and August 8, 1996 among
IBM Credit Corporation, Credit Suisse First
Boston Corporation, Goldman, Sachs & Co.,
Lehman Brothers, Lehman Brothers Inc.,
Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, Salomon Brothers Inc and
Smith Barney Inc.
</TABLE>
<PAGE 1>
Exhibit 1
IBM CREDIT CORPORATION
1133 Westchester Avenue
White Plains, NY 10604
IBM Credit Corporation
Medium-Term Notes
AMENDMENT TO AGENCY AGREEMENT
June 27, 1997
Credit Suisse 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
North Tower
- -
World Financial Center
New York, New York 10281
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
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, November 17, 1994 and August 8, 1996 (the "Agency
Agreement") contemplates the issuance from time to time by IBM
Credit Corporation (the "Company") of up to $10,400,000,000
aggregate principal amount of the Company's Medium-Term Notes, of
which the Company has issued and sold approximately $10,111,000
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
$13,900,000,000 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 $3,788,900,000.
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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.
The parties hereto agree that Section 5(d)(ii) of the Agency
Agreement is hereby amended by replacing "the opinion of Cravath,
Swaine & Moore, counsel for the Issuer" with the following: "the
opinion of counsel to the Issuer, who may be an employee of the
Issuer."
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:__________________________
AGREED TO
CREDIT SUISSE FIRST BOSTON CORPORATION
By
________________________
___________________________________
(Goldman, Sachs & Co.)
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LEHMAN BROTHERS INC.
By
_______________________
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED
By
_______________________
MORGAN STANLEY & CO.
INCORPORATED
By
_______________________
SALOMON BROTHERS INC
By
_______________________
SMITH BARNEY INC.
By
_______________________
