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Filed pursuant to Rule 424(b)(2) File Nos. 333-74473 and 333-74473-01 |
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Prospectus Supplement
to Prospectus dated July 7, 1999 | [FINOVA LOGO] | |
$250,000,000 7.625% Notes Due September 21, 2009 |
FINOVA Capital Corporation 1850 N. Central Avenue P.O. Box 2209 Phoenix, Arizona 85002-2209 | |
Maturity The Notes will mature on September 21, 2009. Interest Interest paid on March 21 and September 21, accruing from the date we issue the Notes. First interest payment date on March 21, 2000. Redemption No redemption before maturity. No sinking fund. |
Ranking The Notes are unsecured. The Notes rank equally with all of our existing and future senior debt and senior to all of our existing and future subordinated debt. Listing We do not intend to list the Notes on any securities exchange. Form Global securities held by The Depository Trust Company, generally. | |
Per Note | Total | |||
Price to the Public | 99.346% | $248,365,000 | ||
Underwriting Discounts and Commissions | 0.625% | $1,562,500 | ||
Proceeds to FINOVA | 98.721% | $246,802,500 | ||
Accrued interest from the issuance date will be added to the price to the public. |
The Notes have not been approved or disapproved by the SEC or any state securities commission. None of those authorities has determined that the Prospectus or this Supplement is accurate or complete. Any representation to the contrary is a criminal offense. | Book entry delivery of Notes expected on September 20, 1999, subject to conditions. |
Banc of America Securities LLC | |||
Chase Securities Inc. | |||
Donaldson, Lufkin & Jenrette | |||
Scotia Capital Markets |
September 15, 1999.
Page | ||
PROSPECTUS SUPPLEMENT | ||
FINOVA Capital Corporation | S-3 | |
Note Terms | S-3 | |
Underwriting | S-4 | |
PROSPECTUS | ||
Where You Can Find More Information | 2 | |
The Companies | 2 | |
Selected Financial Information | 5 | |
Ratio of Income to Total Fixed Charges | 5 | |
Ratio of Income to Combined Fixed Charges and Preferred Stock Dividends | 6 | |
Special Note Regarding Forward-Looking Statements | 6 | |
Use of Proceeds | 7 | |
Description of Debt Securities | 7 | |
Description of Capital Stock | 12 | |
Description of Depositary Shares | 18 | |
Description of Warrants | 20 | |
Plan of Distribution | 20 | |
Legal Matters | 21 | |
Experts | 21 |
S-2
FINOVA CAPITAL CORPORATION
Commercial Finance
Specialty Finance
Capital Markets
NOTE TERMS
Maximum Amount: | $250,000,000 principal amount | |
Maturity: | September 21, 2009 | |
Interest Rate: | 7.625% per year | |
Interest Payment Dates: | March 21 and September 21, accruing from the date we issue the Notes. First interest payment date is March 21, 2000. | |
Interest Calculations: | Based on a 360-day year of twelve 30-day months | |
Redemption or Sinking Fund: | None | |
Form of Note: | Two global securities, held in the name of The Depository Trust Company, generally | |
Settlement and Payment: | Same-day -- immediately available funds | |
Secondary Trading Payments: | Same-day -- immediately available funds | |
Trustee: | Norwest Bank Minnesota, N.A. Corporate Trust Department N9303-120 Sixth Street and Marquette Avenue Minneapolis, MN 55479 Telephone: (612) 667-9764 |
S-3
UNDERWRITING
S-4
Prospectus | [FINOVA LOGO] 1850 North Central Avenue P.O. Box 2209 Phoenix, Arizona 85002-2209 | |
THE [FINOVA LOGO] GROUP INC. [FINOVA LOGO] CAPITAL CORPORATION |
By this prospectus, we may offer up to $3,000,000,000 of our: | ||
DEBT SECURITIES COMMON STOCK (including, for The FINOVA Group Inc., Rights to Purchase Junior Participating Preferred Stock) PREFERRED STOCK DEPOSITARY SHARES WARRANTS FINOVA Capital Corporation is a wholly owned subsidiary of The FINOVA Group Inc. | We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest. | |
These securities have not been approved or disapproved
by the SEC or any state securities commission. None of those
authorities has determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense. | We may offer the securities directly or through underwriters, agents or dealers. The supplement will describe the terms of that plan of distribution. "Plan of Distribution" below also provides more information on this topic. | |
July 7, 1999 |
WHERE YOU CAN FIND MORE INFORMATION
Treasurer
The FINOVA Group Inc.
1850 North Central Avenue
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
We will provide that information at no charge to you.
THE COMPANIES
2
Business Groups
Commercial Finance
Specialty Finance
3
Capital Markets
4
SELECTED FINANCIAL INFORMATION
For
the Three
Months Ended March 31, | As of and for the Year Ended December 31, | |||||||||||||
1999 | 1998 | 1998 | 1997 | 1996 | 1995 | 1994 | ||||||||
(Dollars in thousands, except per share data) | ||||||||||||||
OPERATIONS: | ||||||||||||||
Income earned from financing transactions | $ 273,075 | $ 232,833 | $ 1,007,773 | $ 879,763 | $ 756,996 | $ 673,194 | $ 458,411 | |||||||
Interest margins earned | 124,666 | 105,383 | 459,515 | 392,124 | 329,107 | 280,788 | 211,419 | |||||||
Volume-based fees | 12,735 | 22,156 | 77,723 | 39,378 | 28,588 | 21,204 | 10,796 | |||||||
Provision for credit losses | 9,500 | 9,500 | 82,200 | 69,200 | 41,751 | 39,568 | 10,439 | |||||||
Gains on disposal of assets | 12,370 | 1,525 | 27,912 | 30,333 | 12,562 | 10,490 | 3,877 | |||||||
Income from continuing operations | 50,057 | 39,741 | 160,341 | 137,910 | 117,968 | 95,621 | 75,470 | |||||||
Net income | 50,057 | 39,741 | 160,341 | 137,910 | 118,475 | 97,060 | 76,013 | |||||||
Basic earnings from continuing operations per share | 0.89 | 0.71 | 2.87 | 2.53 | 2.16 | 1.75 | 1.52 | |||||||
Basic earnings per share | 0.89 | 0.71 | 2.87 | 2.53 | 2.17 | 1.78 | 1.53 | |||||||
Basic adjusted weighted average outstanding shares(1) | 56,294,000 | 56,138,000 | 55,946,000 | 54,405,000 | 54,508,000 | 54,633,000 | 49,765,000 | |||||||
Diluted earnings from continuing operations per share | $ 0.83 | $ 0.67 | $ 2.70 | $ 2.40 | $ 2.10 | $ 1.72 | $ 1.50 | |||||||
Diluted earnings per share | 0.83 | 0.67 | 2.70 | 2.40 | 2.11 | 1.75 | 1.51 | |||||||
Diluted adjusted weighted average shares(1) | 61,318,000 | 61,079,000 | 60,705,000 | 59,161,000 | 56,051,000 | 55,469,000 | 50,436,000 | |||||||
Dividends declared per common share | $ 0.16 | $ 0.14 | $ 0.60 | $ 0.52 | $ 0.46 | $ 0.42 | $ 0.37 | |||||||
FINANCIAL POSITION: | ||||||||||||||
Investment in financing transactions | $11,086,016 | $8,689,238 | $10,020,221 | $8,420,462 | $7,318,919 | $6,364,189 | $5,354,626 | |||||||
Nonaccruing assets | 228,416 | 195,267 | 205,233 | 187,356 | 155,505 | 143,127 | 149,046 | |||||||
Reserve for credit losses | 238,277 | 175,967 | 207,618 | 177,088 | 148,693 | 129,077 | 110,903 | |||||||
Total assets | 11,730,347 | 9,037,349 | 10,441,236 | 8,724,626 | 7,538,456 | 7,045,547 | 5,831,327 | |||||||
Total debt | 9,327,137 | 7,115,327 | 8,394,578 | 6,764,581 | 5,850,223 | 5,649,368 | 4,573,354 | |||||||
Company-obligated mandatory redeemable convertible preferred securities of subsidiary trust solely holding convertible debentures of FINOVA Group ("TOPrS") | 111,550 | 111,550 | 111,550 | 111,550 | 111,550 | |||||||||
Shareowners' equity | 1,557,612 | 1,128,594 | 1,167,231 | 1,092,254 | 936,085 | 829,040 | 773,547 |
(1) Adjusted to reflect a
2-for-1 stock split on October 1, 1997.
RATIO OF INCOME TO TOTAL FIXED CHARGES
For
the Three Months Ended March 31, | Year Ended December 31, | |||||||||||||
1999 | 1998 | 1998 | 1997 | 1996 | 1995 | 1994 | ||||||||
FINOVA Group | 1.63x | 1.60x | 1.55x | 1.54x | 1.51x | 1.45x | 1.59x | |||||||
FINOVA Capital | 1.63x | 1.60x | 1.55x | 1.54x | 1.51x | 1.45x | 1.59x |
5
RATIO OF INCOME TO COMBINED FIXED CHARGES
AND PREFERRED
STOCK DIVIDENDS
For
the Three Months Ended March 31, | Year Ended December 31, | |||||||||||||
1999 | 1998 | 1998 | 1997 | 1996 | 1995 | 1994 | ||||||||
FINOVA Group | 1.61x | 1.58x | 1.53x | 1.51x | 1.51x | 1.45x | 1.59x | |||||||
FINOVA Capital | 1.63x | 1.60x | 1.55x | 1.54x | 1.51x | 1.45x | 1.59x |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Variations in interest rates generally do not
have a substantial impact on the ratio because fixed-rate and
floating-rate assets are generally matched with liabilities of similar
rate and term. Income available for fixed charges, for purposes of
computing the above ratios, consists of income from continuing
operations before income taxes plus fixed charges. Fixed charges
consist of interest and related debt expense, and a portion of rental
expense determined to be representative of interest.
6
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
Debt Securities
General Indenture Provisions that Apply
to Senior and
Subordinated Debt
General
7
Form of Debt Securities
Global Securities
8
The Depository Trust Company
9
to direct participants. The participants are responsible for disbursing payments to the beneficial owners.Transfer or Exchange of Securities
Same-Day Settlement and Payment
Payment and Paying Agent
Indenture Covenants, Defaults
and Amendments
10
designated subsidiary, provided they are not incurred in anticipation of those events.Defeasance
11
be met before it may do so. FINOVA Capital must deliver an opinion of counsel that the holders of that series will have no Federal income tax consequences as a result of that deposit.Subordination
Conversion
Concerning the Trustees
DESCRIPTION OF CAPITAL STOCK
12
outstanding. However, FINOVA Group has authorized 600,000 shares of Junior Preferred Stock which have been reserved for issuance on the exercise of the Rights.Common Stock
Preferred Stock
Shareholder Rights Plan
13
earning power are sold. The exception is the same as the one noted in the above paragraph, provided that the price offered to the shareholders for each share of common stock is not less than that paid in the tender or exchange offer, and the consideration is in the same form as that paid in the tender or exchange offer. If the requirements of this exception are met, then the Rights will expire.Additional Provisions of the Certificate of
Incorporation, the
Bylaws and Delaware Law
14
15
than 20 days or delayed by more than 70 days from that anniversary date, then we must receive the notice between 90 days before the meeting and the later of the 70th day before the meeting or 10 days after the meeting date is first publicly announced.16
or any other corporation, and, if so, the specification of another class or series or another security, the conversion price or prices or rate or rates, any adjustments to the prices or rates, the date or dates as of which the shares shall be convertible and all other terms and conditions upon which the conversion may be made,17
DESCRIPTION OF DEPOSITARY SHARES
General
Dividends and Other Distributions
18
Conversion and Exchange
Redemption of Depositary Shares
Voting the Preferred Stock
Amendment and Termination of
Depositary Agreement
Charges of Depositary
Resignation and Removal of Depositary
19
appointment and acceptance of a successor depositary. We must appoint a successor depositary within 60 days after delivery of the notice of resignation or removal. The successor depositary must be a bank or trust company having its principal office in the U.S. and having a combined capital and surplus of at least $50 million.Miscellaneous
DESCRIPTION OF WARRANTS
PLAN OF DISTRIBUTION
20
LEGAL MATTERS
EXPERTS
21
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