As filed with the Securities and Exchange Commission on June 8, 1999
Registration Nos. 333-74473 and 333-74473-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
THE FINOVA GROUP INC.
(Exact Name of Registrant As Specified in Its Charter)
Delaware 86-0695381
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
FINOVA CAPITAL CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
Delaware 94-1278569
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1850 North Central Avenue
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrants' Principal Executive Offices)
Samuel L. Eichenfield
Chairman, President and Chief Executive Officer
The FINOVA Group Inc.
FINOVA Capital Corporation
1850 North Central Avenue
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
Please send copies of all communications to:
Richard Lieberman Paul C. Pringle
Vice President - Brown & Wood LLP
Associate General Counsel 555 California Street
The FINOVA Group Inc. San Francisco, California 94104-1715
1850 North Central Avenue (415) 772-1200
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
<PAGE>
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Maximum Proposed Maximum
Title Of Securities Amount To Be Aggregate Price Per Aggregate Offering Amount Of
To Be Registered Registered(1) Unit Price(1)(2) Registration Fee(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(4) |
- ---------------------------- |
Common Stock - par value |
$.01 per share(5)(6) |
- ---------------------------- |
Preferred Stock - par value |
$.01 per share(7) |-- $3,000,000,000 (2) $3,000,000,000 $834,000 (10)
- ---------------------------- |
Depositary Shares(8) |
- ---------------------------- |
Warrants(9) |
- ---------------------------- |
============================================================================================================
</TABLE>
(1) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $3,000,000,000. Any
securities registered hereunder may be sold separately or as units with other
securities registered hereunder.
(2) The proposed maximum offering price per unit (a) has been omitted pursuant
to Instruction II.D of Form S-3 and (b) will be determined, from time to time,
by the Registrants in connection with the issuance by the Registrants of the
securities registered hereunder.
(3) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
(4) Subject to footnote 1, there is being registered hereunder an indeterminate
principal amount of debt securities as may be sold, from time to time, by the
Registrants.
(5) Subject to footnote 1, there is being registered hereunder an indeterminate
number of shares of common stock as may be sold from time to time, by the
Registrants, including shares of other classes or series of the Registrants'
stock that may be issued upon reclassification of unissued, authorized stock of
the Registrants. There also is being registered hereunder an indeterminate
number of shares of common stock, including shares of other classes or series of
the Registrants' stock that may be issued upon reclassification of unissued,
authorized stock of the Registrants, as may be issuable upon conversion of the
debt securities or the preferred stock or upon exercise of warrants registered
hereby.
(6) Includes the preferred stock purchase rights of The FINOVA Group Inc. which
initially are attached to and trade with the shares of common stock of The
FINOVA Group Inc. being registered hereby. The value attributable to such
Rights, if any, is reflected in the market price of such common stock.
(7) Subject to footnote 1, there is being registered hereunder an indeterminate
number of shares of preferred stock as may be sold from time to time, by the
Registrants. There also is being registered hereunder an indeterminate number of
shares of preferred stock as shall be issuable upon exercise of warrants
registered hereby.
(8) Subject to footnote 1, there is being registered hereunder an indeterminate
number of depositary shares as may be sold from time to time, by the
Registrants.
(9) Subject to footnote 1, there is being registered hereunder an indeterminate
number of warrants representing rights to purchase shares of common stock or
preferred stock of the Registrants, including shares of other classes or series
of the Registrants' stock that may be issued upon reclassification of unissued,
authorized stock of such Registrants, as the case may be, registered hereby.
(10) A registration fee of $834,000 was previously paid with respect to this
Registration Statement.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED June 8, 1999
Prospectus [FINOVA Logo]
- ----------
[The FINOVA Group Inc. logo]
[FINOVA Capital Corporation logo]
By this prospectus, we may offer up to
$3,000,000,000 of our:
DEBT SECURITIES We will provide the specific terms of
COMMON STOCK (including, for The these securities in supplements to
FINOVA Group Inc., Rights to Purchase this prospectus. You should read this
Junior Participating Preferred Stock) prospectus and the supplements
PREFERRED STOCK carefully before you invest.
DEPOSITARY SHARES
WARRANTS
FINOVA Capital Corporation is a wholly We may offer the securities directly
owned subsidiary of The FINOVA Group or through underwriters, agents or
Inc. dealers. The supplement will describe
the terms of that plan of
distribution. "Plan of Distribution"
below also provides more information
on this topic.
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.
The date of this prospectus is __________, 1999
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
The FINOVA Group Inc. ("FINOVA * Portions of the Proxy Statement on
Group") and FINOVA Capital Corporation Schedule 14A for FINOVA Group's
("FINOVA Capital") file annual, Annual Meeting of Shareholders
quarterly and current reports, proxy held on May 13, 1999 that have
and information statements and other been incorporated by reference
information with the SEC. You may read into our 10-K.
and copy any document we file at the
SEC's public reference rooms at 450 * Quarterly Reports on Form 10-Q of
Fifth Street, N.W., Washington, D.C. FINOVA Group and FINOVA Capital
20549. Please call the SEC at for the quarter ended March 31,
1-800-SEC-0330 for more information on 1999.
the public reference room and their
copy charges. Our SEC filings are also * Current Reports on Form 8-K of
available to the public from the SEC's FINOVA Group dated January 14,
web site at http://www.sec.gov, which March 22, April 14, and May 6,
may also be available on our web site 1999.
at http://www.finova.com. You may also
inspect our SEC reports and other * Current Reports on Form 8-K of
information at the New York Stock FINOVA Capital dated January 15,
Exchange, 20 Broad Street, New York, and May 10, 1999.
New York 10005.
* Schedules 13-D of FINOVA Group and
The SEC allows us to "incorporate FINOVA Capital dated January 6,
by reference" the information we file 1999.
with them, which means we can disclose
information to you by referring you to You may request a copy of those
those documents. Information filings or any other information
incorporated by reference is part of incorporated by reference in this
this prospectus. Later information prospectus, including exhibits. You
filed with the SEC updates and may do so orally or in writing by
supersedes this prospectus. contacting us at:
We incorporate by reference the Treasurer
documents listed below and any future The FINOVA Group Inc.
filings made with the SEC under 1850 North Central Avenue
Sections 13(a), 13(c), 14 or 15(d) of P.O. Box 2209
the Securities Exchange Act of 1934 Phoenix, Arizona 85002-2209
until this offering is completed: (602) 207-6900
* Annual Reports on Form 10-K of We will provide that information at no
FINOVA Group and FINOVA Capital for charge to you.
the year ended December 31, 1998
and all amendments thereto.
THE COMPANIES
FINOVA Group is a financial value-added services enable us to
services holding company. Through our differentiate ourselves from our
principal subsidiary, FINOVA Capital, competitors. That expertise and
we provide a broad range of financing ability also enable us to command
and capital market products to pricing that provides a satisfactory
mid-size business. We concentrate on spread over our borrowing costs.
lending to mid-size businesses. FINOVA
Capital has been in operation since We seek to maintain a high quality
1954. portfolio and to minimize non-earning
assets and write-offs. We use clearly
We extend revolving credit defined underwriting criteria and
facilities, term loans, and equipment stringent portfolio management
and real estate financing primarily to techniques. We diversify our lending
"middle-market" businesses with activities geographically and among a
financing needs falling generally range of industries, customers and
between $100,000 and $35 million. loan products.
We operate in 20 specific industry Due to the diversity of our
or market niches under three market portfolio, we believe we are better
groups. We selected those groups able to manage competitive changes in
because our expertise in evaluating our markets and to withstand the
the creditworthiness of prospective impact of deteriorating economic
customers and our ability to provide conditions on a regional or national
2
<PAGE>
basis. There can be no assurance, transaction sizes range from
however, that competitive changes, $100,000 to $1 million and are
borrowers' performance, economic made to small and mid-size
conditions or other factors will not businesses with annual sales
result in an adverse impact on our under $10 million.
results of operations or financial
condition. * REDISCOUNT FINANCE offers
revolving credit facilities to
We generate interest, leasing, fee the independent consumer finance
and other income through charges industry including sales,
assessed on outstanding loans, loan automobile, mortgage and premium
servicing, leasing, brokerage and finance companies. Typical
other activities. Our primary expenses transaction sizes range from $1
are the costs of funding our loan and million to $35 million.
lease business, including interest
paid on debt, provisions for credit SPECIALTY FINANCE
losses, marketing expenses, salaries
and employee benefits, servicing and * COMMERCIAL EQUIPMENT FINANCE
other operating expenses and income offers equipment leases, loans
taxes. and "turnkey" financing to a
broad range of midsize
BUSINESS GROUPS companies. Specialty markets
include the corporate aircraft
We operate the following principal and emerging growth technology
lines of business under three market industries, primarily
groups: biotechnology and electronics.
Typical transaction sizes range
COMMERCIAL FINANCE from $500,000 to $15 million.
* BUSINESS CREDIT offers * COMMUNICATIONS FINANCE
collateral-oriented revolving specializes in term financing to
credit facilities and term loans advertising and subscriber-
for manufacturers, distributors, supported businesses including
wholesalers and service radio and television stations,
companies. Typical transaction cable operators, outdoor
sizes range from $500,000 to $3 advertising firms and
million. publishers. Typical transaction
sizes range from $1 million to
* COMMERCIAL SERVICES (formerly $40 million.
Factoring Services) offers full
service factoring and accounts
receivable management services * FRANCHISE FINANCE offers
for entrepreneurial and larger equipment, real estate and
firms, primarily in the textile acquisition financing for
and apparel industries. The operators of established
annual factored volume of these franchise concepts. Transaction
companies is generally between sizes generally range from
$5 million and $25 million. This $500,000 to $15 million.
line provides accounts
receivable financing and loans * HEALTHCARE FINANCE offers a full
secured by equipment and real range of working capital,
estate. equipment and real estate
financing products for the U.S.
* CORPORATE FINANCE provides a health care industry.
full range of cash flow-oriented Transaction sizes typically
and asset-based term and range from $500,000 to $25
revolving loan products for million.
manufacturers, wholesalers,
distributors, specialty * PORTFOLIO SERVICES provides
retailers and commercial and customized receivable servicing
consumer service businesses. and collections for time-share
Typical transaction sizes range developers and other generators
from $2 million to $35 million. of consumer receivables.
* DISTRIBUTION & CHANNEL FINANCE * PUBLIC FINANCE provides
(formerly Inventory Finance) tax-exempt term financing to
provides inbound and outbound state and local governments,
inventory financing, combined non-profit corporations and
inventory/accounts receivable entities using industrial
lines of credit and purchase revenue or development bonds.
order financing for equipment Typical transaction sizes range
distributors, value-added from $100,000 to $5 million.
resellers and dealers
nationwide. Transaction sizes * RESORT FINANCE focuses on
generally range from $500,000 to construction, acquisition and
$30 million. receivables financing of
timeshare resorts worldwide,
* GROWTH FINANCE provides second home communities and
collateral-based working capital fractional interest resorts.
financing primarily secured by
accounts receivable. Typical
3
<PAGE>
Typical transaction sizes range automobiles and other consumer
from $5 million to $35 million. products.
* SPECIALTY REAL ESTATE FINANCE * MEZZANINE CAPITAL provides
provides senior term acquisition senior and subordinated secured
and bridge/interim loans from $5 term loans to small, fast
million to $30 million or more growing companies in a broad
for hotel and resort properties range of industries that are
in the U.S., Canada and the located in the U.S. and Canada
Caribbean. Through this for expansions, acquisitions,
division, we also provide equity buy-outs and other strategic
investments in credit-oriented ventures. Typical transaction
real estate sale leasebacks. sizes range from $1 million to
$5 million.
* TRANSPORTATION FINANCE struc-
tures equipment loans, leases, * HARRIS WILLIAMS & CO provides
acquisition financing and merger and acquisition advisory
leveraged lease equity services targeting middle market
investments for commercial and businesses.
cargo airlines worldwide,
railroads and operators of other Both FINOVA Group and FINOVA
transportation related Capital are Delaware corporations.
equipment. Typical transaction FINOVA Group was incorporated in 1991
sizes range from $5 million to to serve as the successor to The Dial
$30 million. Through FINOVA Corp's financial services businesses.
Aircraft Investors LLC, FINOVA Dial transferred those businesses to
also seeks to use its market FINOVA Group in March 1992 in a
expertise and industry presence spin-off. Since that time, FINOVA
to purchase, upgrade and resell Group has increased its total assets
used commercial aircraft. from $2.6 billion at December 31,
1992 to $10.4 billion at December 31,
CAPITAL MARKETS 1998. Income from continuing
operations increased from $36.8
* REALTY CAPITAL specializes million in 1992 to $160.3 million in
in providing capital markets- 1998. We believe FINOVA Group ranks
funded commercial real among the largest independent
estate financing products and commercial finance companies in the
commercial mortgage banking U.S., based on total assets. The
services. Typical transaction common stock of FINOVA Group is
sizes range from $1 million to traded on the New York Stock
$5 million. Exchange.
* INVESTMENT ALLIANCE provides FINOVA Capital was incorporated in
equity and debt financing 1965 and is the successor to a
for midsize businesses in California corporation that was formed
partnership with institutional in 1954. All of FINOVA Capital's
investors and selected fund capital stock is owned by FINOVA
sponsors. Typical transaction Group.
sizes range from $2 million to
$15 million. Our principal executive offices are
located at 1850 North Central Avenue,
* LOAN ADMINISTRATION provides P.O. Box 2209, Phoenix, Arizona
in-house servicing for 85002-2209. Our telephone number is
FINOVA's commercial loan (602) 207-6900.
products as well as servicing
and subservicing of other
mortgage and consumer loans,
including residential real
estate, mobile homes,
4
<PAGE>
SELECTED FINANCIAL INFORMATION
The following information was statements and other information that
derived from FINOVA Group's financial we have filed with the SEC. We have
statements. The information is only a restated the financial information
summary and does not provide all of through 1998 as noted more fully in
the information contained in our Note T to the financial statements
financial statements, including the for the year ended December 31, 1998.
related notes, and Management's Prior year amounts have also been
Discussion and Analysis. Those items reclassified to conform to the 1998
are part of our Annual Reports on Form presentation and to reflect a 2-for-1
10-K/A and Quarterly Reports on Form stock split in 1997.
10-Q. You should read our financial
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
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 losse 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 con-
vertible 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
</TABLE>
- ------------
(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
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
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<PAGE>
Variations in interest rates generally computing the above ratios, consists
do not have a substantial impact on of income from continuing operations
the ratio because fixed-rate and before income taxes plus fixed
floating-rate assets are generally charges. Fixed charges consist of
matched with liabilities of similar interest and related debt expense, and
rate and term. Income available for a portion of rental expense determined
fixed charges, for purposes of to be representative of interest.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this competitive without sacrificing
prospectus and any supplements are prudent lending standards. Doing
"forward-looking," in that they do not business under those standards
discuss historical fact but instead becomes more difficult, however,
note future expectations, projections, when competitors offer financing
intentions or other items relating to with less stringent criteria. We
the future. These forward-looking seek to maintain credit quality
statements include those made in at the risk of growth in assets,
documents incorporated in this if necessary.
prospectus by reference.
* The cost of our capital. That
Forward-looking statements are cost depends on many factors,
subject to known and unknown risks, some of which are beyond our
uncertainties and other factors that control, such as our portfolio
may cause our actual results or quality, ratings, prospects and
performance to differ materially from outlook.
those contemplated by the
forward-looking statements. Many of * Changes in government
those factors are noted in conjunction regulations, tax rates and
with the forward-looking statements similar matters. For example,
in the text. Other important factors government regulations could
that could cause actual results to significantly increase the cost
differ include: of doing business or could
eliminate certain tax advantages
* The results of our efforts to of some of our financing
implement our business strategy. products.
Failure to fully implement our
business strategy might result * Necessary technological changes,
in decreased market penetration, including those addressing "Year
adverse effects on results of 2000" data systems issues, may be
operations and other adverse more difficult, expensive or time
results. consuming than anticipated.
* The effect of economic * Costs or difficulties related to
conditions and the performance integration of acquisitions.
of our borrowers. Economic
conditions in general or in * Other risks detailed in our
particular market segments could other SEC reports or filings.
impact the ability of our
borrowers to operate or expand We do not intend to update
their businesses, which might forward-looking information to reflect
result in decreased performance actual results or changes in
for repayment of their assumptions or other factors that
obligations or reduce demand for could affect those statements. We
additional financing needs. cannot predict the risk from reliance
on forward-looking statements in
* Actions of our competitors and light of the many factors that could
our ability to respond to those affect their accuracy.
actions. We seek to remain
USE OF PROCEEDS
We intend to use the net proceeds working capital, investment in
from the sale of the securities for financing transactions and capital
general corporate purposes. Those expenditures. We will describe in the
purposes include the repayment or supplement any proposed use of
refinancing of debt, acquisitions in proceeds other than for general
the ordinary course of business, corporate purposes.
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<PAGE>
DESCRIPTION OF DEBT SECURITIES
DEBT SECURITIES concerning that series of debt.
But to change the payment of
The following summary applies only principal or interest, every
to the debt securities of FINOVA holder in that series must
Capital. If we issue debt securities consent.
of FINOVA Group, we will describe
those securities and the indenture * FINOVA Capital may discharge the
under which they are issued in the debt issued in any series at any
applicable supplement. time by depositing sufficient
funds with the trustee to pay
The debt securities of FINOVA the obligations when due. All
Capital will be issued under one or amounts due to you on the debt
more indentures between FINOVA Capital would be paid by the trustee
and one or more U.S. banking from the deposited funds.
institutions (a "trustee"). The
indentures may but need not have * If FINOVA Capital fails to meet
separate trustees for senior and its obligations on the debt, it
subordinated debt. We will list the will be in default. Defaults for
trustee for each series of securities senior debt securities are
in the applicable supplement. described on pages 11 and 12 of
this prospectus.
The following summary of certain
provisions of the indentures is not GENERAL
complete. You should look at the
indenture that applies to your The debt securities of FINOVA Group
offering ("your indenture"). The and FINOVA Capital offered by this
indentures are filed as exhibits to prospectus will be limited to $3.0
the Registration Statement. To obtain billion principal amount. The
a copy of your indenture, see "Where indentures do not limit the amount of
You Can Find More Information" on page debt securities FINOVA Capital could
2. offer under them. FINOVA Capital can
issue debt securities in one or more
All capitalized terms have the series, in each case as authorized by
meanings specified in the indentures. us from time to time. Each series may
differ as to its terms. The debt
GENERAL INDENTURE PROVISIONS THAT securities will be FINOVA Capital's
APPLY TO SENIOR AND SUBORDINATED DEBT unsecured general obligations and may
or may not be subordinated to FINOVA
* The indentures do not limit the Capital's other general indebtedness.
amount of debt that FINOVA Those that are not subordinated are
Capital may issue nor provide called "senior debt securities." The
holders any protection should others are "subordinated debt
there be a highly leveraged securities."
transaction involving our
company. We may issue additional The supplement will address the
debt securities without your following terms of the debt
consent. securities:
* If FINOVA Capital redeems debt * Their title.
which is convertible into its
capital stock or other * Any limits on the principal
securities, your right to amounts to be issued.
convert that debt into capital
stock or other securities will * The dates on which the principal
expire on the redemption date. is payable.
* The indentures allow FINOVA * The rates (which may be fixed or
Capital to merge or to variable) at which they shall
consolidate with another bear interest, or the method for
company, or sell all or determining rates.
substantially all of its assets
to another company. If these * The dates from which the
events occur, the other company interest will accrue and will be
will be required to assume payable, or the method of
FINOVA Capital's determining those dates, and any
responsibilities on the debt, record dates for the payments
and FINOVA Capital will be due.
released from all liabilities
and obligations. * Any provisions for redemption,
conversion or exchange, at our
* The indentures provide that option or otherwise, including
holders of a majority of the the periods, prices and terms of
total principal amount of the redemption or conversion.
debt outstanding in any series
may vote to change our * Any sinking fund or similar
obligations or your rights provisions, whether mandatory or
at the holder's option, along
7
<PAGE>
with the periods, prices and OWNERSHIP OF THE GLOBAL SECURITIES;
terms of redemption, purchase or BENEFICIAL OWNERSHIP. So long as the
repayment. depositary or its nominee is the
registered owner of a global security,
* The amount or percentage payable that entity will be the sole holder of
if we accelerate their maturity, the debt securities represented by
if other than the principal that instrument. The trustee and we
amount. are only required to treat the
depositary or its nominee as the legal
* Any changes to the events of owner of those securities for all
default or covenants set forth purposes under your indenture.
in your indenture.
Each actual purchaser of debt
* The terms of subordination, if securities represented by a global
any. security (a "beneficial owner") will
not be entitled to receive physical
* Whether the series can be delivery of certificated securities,
reopened. will not be considered the holder of
those securities for any purpose under
* Any other terms consistent with your indenture, and will not be able
your indenture. to transfer or exchange the global
securities, unless this prospectus or
We may authorize and determine the the supplement provide to the
terms of a series of debt securities contrary. As a result, each beneficial
by resolution of our board of owner must rely on the procedures of
directors or one of its committees or the depositary to exercise any rights
through one or more supplemental of a holder under your indenture. In
indentures. addition, if the beneficial owner is
not a direct or indirect participant
FORM OF DEBT SECURITIES in the depositary (each a
"participant") the beneficial owner
The debt securities will be issued must rely on the procedures of the
in registered form. Unless the participant through which it owns its
supplement otherwise provides, debt beneficial interest in the global
securities will be issued as one or security.
more global securities. This means
that we will not issue certificates to The laws of some jurisdictions
each holder. We generally will issue require that certain purchasers of
global securities in the total securities take physical delivery of
principal amount of the debt the securities in certificated form.
securities distributed in that series. Those laws and the above conditions
We will issue debt securities only in may impair the ability to transfer
denominations of $1,000 or integral beneficial interests in the global
multiples of that amount, unless the securities.
supplement states otherwise.
THE DEPOSITORY TRUST COMPANY
GLOBAL SECURITIES
The following is based on
IN GENERAL. Debt securities in information furnished by DTC and
global form will be deposited with or applies to the extent it is the
on behalf of a depositary. Global depositary, unless otherwise stated in
securities are represented by one or a supplement:
more global certificates for the
series registered in the name of the REGISTERED OWNER. The debt
depositary or its nominee. Debt securities will be issued as fully
securities in global form may not be registered securities in the name of
transferred except as a whole among Cede & Co. (DTC's partnership
the depositary, a nominee of or a nominee). One fully registered global
successor to the depositary and any security generally will be issued for
nominee of that successor. Unless each $200 million principal amount of
otherwise identified in the debt securities. The trustee will
supplement, the depositary will be The deposit the global securities with the
Depository Trust Company ("DTC"). depositary. The deposit of the global
securities with DTC and its
NO DEPOSITARY OR GLOBAL SECURITIES. registration in the name of Cede & Co.
If a depositary for a series is will not change the beneficial
unwilling or unable to continue as ownership of the securities.
depositary, and a successor is not
appointed by us within 90 days, we DTC ORGANIZATION. DTC is a
will issue debt securities of that limited-purpose trust company
series in definitive form in exchange organized under the New York Banking
for the global security or securities Law, a "banking organization" within
of that series. We also may determine the meaning of that law, a member of
at any time in our discretion not to the Federal Reserve System, a
use global securities for any series. "clearing corporation" within the
In that event, we will issue debt
securities in definitive form.
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meaning of the New York Uniform NOTICES AMONG THE DEPOSITARY,
Commercial Code and a "clearing PARTICIPANTS AND BENEFICIAL OWNERS.
agency" registered under the Notices and other communications by
provisions of Section 17A of the the depositary, its participants and
Securities Exchange Act of 1934, as the beneficial owners will be governed
amended. by arrangements among them, subject to
any legal requirements in effect.
DTC is owned by a number of its
direct participants and by the New VOTING PROCEDURES. Neither DTC nor
York Stock Exchange, Inc., the Cede & Co. will give consents for or
American Stock Exchange, Inc. and the vote the global securities. The
National Association of Securities depositary generally mails an omnibus
Dealers, Inc. Direct participants proxy to us just after the applicable
include securities brokers and record date. That proxy assigns Cede &
dealers, banks, trust companies, Co.'s consenting or voting rights to
clearing corporations and certain the direct participants to whose
other organizations who directly accounts the securities are credited
participate in DTC (each a "direct at that time.
participant"). Other entities
("indirect participants") may access PAYMENTS. Principal and interest
DTC's system by clearing transactions payments made by us will be delivered
through or maintaining a custodial to the depositary. DTC's practice is
relationship with direct participants, to credit direct participants'
either directly or indirectly. The accounts on the applicable payment
rules applicable to DTC and its date unless it has reason to believe
participants are on file with the SEC. it will not receive payment on that
date. Payments by participants to
DTC ACTIVITIES. DTC holds beneficial owners will be governed by
securities that its participants standing instructions and customary
deposit with it. DTC also facilitates practices, as is the case with
the settlement among participants of securities held for customers in
securities transactions, such as bearer form or registered in "street
transfers and pledges, in deposited name." Those payments will be the
securities through electronic responsibility of that participant,
computerized book-entry changes in not the depositary, the trustee or us,
participant's accounts. Doing so subject to any legal requirements in
eliminates the need for physical effect at that time.
movement of securities certificates.
We are responsible for payment of
PARTICIPANTS' RECORDS. Except as principal, interest and premium, if
otherwise provided in this prospectus any, to the trustee, who is
or a supplement, purchases of the debt responsible to pay it to the
securities must be made by or through depositary. The depositary is
direct participants, which will responsible for disbursing those
receive a credit for the securities on payments to direct participants. The
the depositary's records. The participants are responsible for
beneficial owner's ownership interest disbursing payments to the beneficial
is in turn to be recorded on the owners.
direct and indirect participants'
records. Beneficial owners will not TRANSFER OR EXCHANGE OF SECURITIES
receive written confirmations from the
depositary of their purchase, but they You may transfer or exchange the
are expected to receive them, along debt securities (other than a global
with periodic statements of their security) without service charge at
holdings, from the direct or indirect our office designated for that purpose
participants through whom they entered or at the office of any transfer agent
into the transaction. or security registrar identified under
your indenture. You must execute a
Transfers of interests in the proper form of transfer and pay any
global securities will be made on the taxes and other governmental charges
books of the participants on behalf of resulting from that action. You may
the beneficial owners. Certificates transfer or exchange the debt
representing the interest of the securities (other than a global
beneficial owners in the securities security) initially at our offices at
will not be issued unless the use of 1850 North Central Avenue, P.O. Box
global securities is suspended, as 2209, Phoenix, Arizona 85002-2209 or
provided above. at our office or agency established
for that purpose in New York, New
The depositary has no knowledge of York.
the actual beneficial owners of the
global securities. Its records only Debt securities in the several
reflect the identity of the direct denominations will be interchangeable
participants as owners of the without service charge, but we may
securities. Those participants may or require payment to cover taxes and
may not be the beneficial owners.
Participants are responsible for
keeping account of their holdings on
behalf of their customers.
9
<PAGE>
other governmental charges. The * Leases of property in the
trustee noted in the supplement ordinary course of business or
initially will act as authenticating if the property is not needed in
agent under your indenture. the operation of our business.
SAME-DAY SETTLEMENT AND PAYMENT * Purchase money security
interests that are non-recourse
Unless the supplement otherwise to FINOVA Capital or designated
provides, the debt securities will be subsidiaries except to the
settled in immediately available extent of the property so
funds. We will make payments of acquired or any proceeds from
principal and interest in immediately that property, or both.
available funds.
* Governmental deposits or
PAYMENT AND PAYING AGENT security as a condition to the
transaction of business or the
If the debt securities are not held exercise of a privilege, or to
in global form, we will make payment maintain self-insurance, or to
of principal and premium, if any, participate in any fund in
against surrender of the debt connection with worker's
securities at the principal office of compensation, unemployment
the trustee in New York, New York. We insurance, pensions, social
will pay any installment of interest security or for appeal bonds.
on debt securities to the record
holder on the record date for that * Liens for taxes or assessments
interest. We can make those payments not yet due or which are payable
through the trustee, as noted above, without a penalty or are being
by check mailed by first class mail to contested in good faith and with
the registered holders at their adequate reserves, so long as
registered address or by wire transfer foreclosure or similar
to an eligible account of the proceedings are not commenced.
registered holder.
* Judgment liens that have not
If any payments of principal, remained undischarged or
premium or interest are not claimed unstayed for more than six
within three years of the date the months.
payment became due, those funds are to
be repaid to us. The beneficial owners * Incidental or undetermined
of those interests thereafter will construction, mechanics or
look only to us for payment for those similar liens arising in the
amounts. ordinary course of business
relating to obligations not
INDENTURE COVENANTS, DEFAULTS AND overdue or which are being
AMENDMENTS contested by FINOVA Capital or a
designated subsidiary in good
LIMITATION ON LIENS. The indentures faith and deposits for releases
prohibit FINOVA Capital from creating of such liens.
or permitting any lien or similar
encumberance (a "lien") on any of its
properties unless FINOVA Capital
secures the senior debt securities
equally and ratably with any other
obligation secured in that manner. The
indentures contain the following
exceptions to that prohibition:
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* Zoning restrictions, licenses, and your indenture. Immediately after
easements and similar that transaction, however, no default
encumbrances or defects if can exist. A purchase by a subsidiary
immaterial. of all or substantially all of the
assets of another corporation will not
* Other liens immaterial in the be a purchase of those assets by
aggregate incidental to FINOVA FINOVA Capital. If, however, any of
Capital's or a designated the transactions noted in this
subsidiary's business or paragraph occurs and results in a lien
property, other than for on any of FINOVA Capital's properties
indebtedness. (except as permitted above), FINOVA
Capital must simultaneously secure the
* Banker's liens and set off senior debt securities equally and
rights in the ordinary course of ratably with the debt secured by that
business. lien.
* Leasehold or purchase rights, DEFAULTS. Events of default under
exercisable for fair the indenture for any series are:
consideration, arising in the
ordinary course of business. * Failure for 30 days to pay
interest on any debt securities
* Liens on property or securities of that series.
existing when an entity becomes
a designated subsidiary or * Failure to pay principal (other
merges with FINOVA Capital or a than sinking fund redemptions)
designated subsidiary, provided or premium, if any, on debt
they are not incurred in securities of that series.
anticipation of those events.
* Failure for 30 days to pay any
* Liens on property or securities sinking fund installment on that
existing at the time of series.
acquisition.
* Violation of a covenant under
* Liens in a total amount less the indenture pertaining to that
than $25 million, excluding series that persists for at
liens covered by the exceptions least 90 days after FINOVA
noted above. Capital is notified by the
trustee or the holders of 25% of
* Liens securing indebtedness of the series.
FINOVA Capital or a designated
subsidiary provided those and * Default in other instruments or
similar liens on indebtedness do under any other series of debt
not exceed 10% of consolidated securities resulting in
net tangible assets, as that acceleration of indebtedness
term is defined in the over $15 million, unless that
indentures, excluding certain default is rescinded or
preexisting indebtedness and discharged within 10 days after
those liens permitted above. written notice by the trustee or
the holders of 10% of that
MERGER, CONSOLIDATION AND SALE OF series.
ASSETS. FINOVA Capital cannot merge
with or into, consolidate with, sell * Bankruptcy, insolvency or
or lease all or substantially all of similar event.
its assets to or purchase all or
substantially all the assets of * Any other event of default with
another corporation unless it will be respect to the debt securities
the surviving corporation or the of that series.
successor is incorporated in the U.S.
and assumes all of FINOVA Capital's
obligations under the debt securities
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If an event of default occurs and Unanimous consent is required for
continues, the trustee or the holders changes to extend the fixed maturity
of at least 25% of the series may of any debt securities, reduce the
declare those debt securities due and principal, redemption premium or rate
payable. FINOVA Capital is required to of interest, extend the time of
certify to the trustees annually as to payment of interest, change the form
its compliance with the indentures. A of currency, limit the right to sue
default under one series does not for payment on or after maturity of
necessarily mean that a default or an the debt securities, adversely affect
event of default will have occurred the right, if any, to convert or
under another series under that exchange the debt securities or
indenture or any other indenture. adversely affect the subordination
provisions, if any. Unanimous consent
Holders of a majority of the is also required to reduce the level
principal of a series may control of consents needed to approve any of
certain actions of the trustee and may those changes. The trustee must
waive past defaults for that series. consent to changes modifying its
Except as provided in your indenture, rights, duties or immunities.
the trustee will not be under any
obligation to exercise any of the SUBORDINATION
rights or powers vested in it by your
indenture at the request, order or The terms and conditions of any
direction of any holder unless one or subordination of subordinated debt
more of them shall have offered securities to other indebtedness of
reasonable indemnity to the trustee. FINOVA Capital will be described in
the supplement relating to the
If an event of default occurs and subordinated debt securities. The
is continuing, the trustee may terms will include a description of
reimburse itself for its reasonable the indebtedness ranking senior to the
compensation and expenses incurred out subordinated debt securities, the
of any sums held or received by it restrictions on payments to the
before making any payments to the holders of the subordinated debt
holders of the debt securities of the securities while a default exists with
defaulted series. respect to senior indebtedness, any
restrictions on payments to the
The right of any holders of debt holders of the subordinated debt
securities of a series to commence an securities following an event of
action for any remedy is subject to default and provisions requiring
certain conditions, including the holders of the subordinated debt
requirement that the holders of at securities to remit certain payments
least 25% of that series request that to holders of senior indebtedness.
the trustee take such action, and
offer reasonable indemnity to the Because of the subordination, if
trustee against its liabilities FINOVA Capital becomes insolvent,
incurred in doing so. holders of the subordinated debt
securities may recover less, ratably,
DEFEASANCE than other creditors of FINOVA
Capital, including holders of senior
FINOVA Capital may defease the debt indebtedness.
securities of a series, meaning it
would satisfy its duties under that CONVERSION
series before maturity. It may do so
by depositing with the trustee, in Debt securities may be convertible
trust for the benefit of the holders, into or exchangeable for common stock,
either enough funds to pay, or direct preferred stock, other debt
U.S. government obligations that, securities, warrants or other
together with the income of those securities of FINOVA Capital, or
obligations (without considering any securities of any other issuer or
reinvestment), will be sufficient to obligor. The supplement will describe
pay, the obligation of that series, the terms of any conversion rights.
including principal, premium, if any,
and interest. Certain other conditions CONCERNING THE TRUSTEES
must be met before it may do so.
FINOVA Capital must deliver an opinion The trustees may, but need not be,
of counsel that the holders of that banks in FINOVA Capital's credit
series will have no Federal income tax agreements and from time to time may
consequences as a result of that perform other banking, trust or
deposit. related services or investment banking
services on behalf of FINOVA Group,
MODIFICATION OF YOUR INDENTURE. The FINOVA Capital or our customers.
trustee and FINOVA Capital may amend
your indenture without consent of the
holders of debt securities to do
certain things, such as establishing
the form and terms of any series of
debt securities. FINOVA Capital must
obtain consent of holders of at least
two-thirds of the outstanding debt
securities affected by a change to
amend the terms of your indenture or
any supplemental indenture applicable
to your securities or the rights of
the holders of those debt securities.
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DESCRIPTION OF CAPITAL STOCK
The following summary of material designations, powers, preferences,
provisions of the common stock, the rights, qualifications, limitations
preferred stock, the junior and restrictions as the board
participating preferred stock (the determines. Thus, the board, without
"Junior Preferred Stock") and the stockholder approval, could authorize
rights to purchase the Junior the issuance of preferred stock with
Preferred Stock (the "Rights") of voting, conversion and other rights
FINOVA Group is not complete. You that could adversely affect the voting
should refer to the certificate of power and other rights of the holders
incorporation and bylaws of FINOVA of the common stock or that could make
Group, as amended, FINOVA Group's it more difficult for another company
certificate of designations for the to enter into certain business
Junior Preferred Stock and the Rights combinations with FINOVA Group. See
Agreement dated as of February 15, "-- Additional Provisions of the
1992, as amended and restated as of Certificate of Incorporation, the
September 14, 1995 (the "Rights Bylaws and Delaware Law -- Preferred
Agreement"), between FINOVA Group and Stock" below.
Harris Trust & Savings Bank, as
successor Rights Agent. To obtain SHAREHOLDER RIGHTS PLAN
copies of those documents, see "Where
You Can Find More Information" on page In 1992, FINOVA Group issued one
2. If we issue capital stock of FINOVA Right for each outstanding share of
Capital, we will describe those common stock. FINOVA Group has and
securities in the applicable will continue to issue one Right with
supplement. each newly issued share of its common
stock (including stock issued on
FINOVA Group is authorized by its conversion of preferred securities).
certificate of incorporation to issue The obligation to continue to issue
420,000,000 shares of capital stock, the Rights, however, will terminate on
consisting of 20,000,000 shares of the expiration, exchange or redemption
preferred stock, par value $.01 per of the Rights.
share, and 400,000,000 shares of
common stock, par value $.01 per Each Right entitles the registered
share. As of May 25, 1999, there holder to purchase from FINOVA Group
were 61,082,445 shares of common stock 1/200th of a share of the Junior
outstanding (excluding 3,555,481 Preferred Stock. The purchase price is
treasury shares held by FINOVA Group) $67.50 per 1/200th of a share, subject
and no shares of preferred stock to adjustment under certain
outstanding. However, FINOVA Group has circumstances.
authorized 600,000 shares of Junior
Preferred Stock which have been The Rights will trade only with the
reserved for issuance on the exercise common stock and FINOVA Group will not
of the Rights. issue separate certificates for the
Rights until the "Rights Distribution
COMMON STOCK Date." That date occurs on the first
to occur of the following events:
The holders of the common stock are
entitled to one vote per share. FINOVA * 10 days after a public
Group's certificate of incorporation announcement (the "Share
does not provide for cumulative voting Acquisition Date") that a person
in the election of directors. The or group of persons acting
board may declare dividends on the together has become the
common stock in its discretion, if beneficial owner of at least 20%
funds are legally available for those or more of FINOVA Group's common
purposes. On liquidation, common stock, directly or indirectly
stockholders are entitled to receive (becoming an "Acquiring
pro rata any remaining assets of Person"), or
FINOVA Group, after we satisfy or
provide for the satisfaction of all
liabilities as well as obligations on * 10 business days after the start
our preferred stock, if any. The or announcement of an intention
holders of common stock do not have to make a tender offer or
preemptive rights to subscribe for or exchange offer that would result
purchase any shares of capital stock in a person or group acting
or other securities of FINOVA Group. together beneficially owning 20%
or more of FINOVA Group's common
PREFERRED STOCK stock, directly or indirectly.
The board, however, may extend
Under FINOVA Group's certificate of that 10 business day deadline
incorporation, the board is prior to the time the person or
authorized, without stockholder group becomes an Acquiring
action, to issue preferred stock in Person.
one or more series, with the
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<PAGE>
The Rights may not be exercised may pay the redemption price in cash,
until the Rights Distribution Date. common stock or any other method
The Rights will expire on February 28, selected by the board. Upon
2002 unless we extend that date or, redemption, the right to exercise the
unless we redeem or exchange the Rights will terminate and the holders
Rights before then. will only have the right to receive
the redemption price.
The value of each 1/200th interest
in a share of Junior Preferred Stock NO RIGHTS AS A STOCKHOLDER. Rights
is intended to approximate the value holders, as Rights holders, have no
of one share of FINOVA Group common independent rights as stockholders of
stock, due to the dividend, FINOVA Group, including the right to
liquidation and voting rights of the vote or to receive dividends, until
Junior Preferred Stock, although there the Rights are exercised.
can be no assurance the value will be
the same. ANTITAKEOVER EFFECTS. The Rights
may discourage a takeover. The
HOW THE RIGHTS WORK. If a person or Rights will substantially dilute the
group becomes an Acquiring Person, ownership interest in our shares of
their Rights become void. The other any Acquiring Person. That dilution
Rights holders will have the right to would impair the ability of the
exercise their Rights, at the then Acquiring Person to change the
current exercise price, for FINOVA composition of our board. It also
Group common stock having a market would impact its ability to acquire
value of two times the exercise price FINOVA Group on terms not approved by
of the Right. That right to purchase, our board, including through a tender
however, will not exist if the Rights offer at a premium to the market
Distribution Date is due to a tender price, other than through an offer
or exchange offer for all of FINOVA conditioned on a substantial number of
Group's common stock and the Rights being acquired. The Rights
independent members of our board should not interfere with any merger
determine that the offer is at a fair or business combination approved by
price, on fair terms and is otherwise the board, since we may redeem the
in the best interests of FINOVA Group Rights before they become exercisable.
and its stockholders.
JUNIOR PREFERRED STOCK NOT
The other Rights holders also will REGISTERED. The Junior Preferred Stock
have the same exercise rights is not registered with the SEC or any
described above if, after a person or other securities administrator. If the
group becomes an Acquiring Person, Rights become exercisable, we intend
FINOVA Group is acquired in a merger to register with the SEC the Junior
or business combination or at least Preferred Stock exchangeable for the
half of our total assets and earning Rights.
power are sold. The exception is the
same as the one noted in the above ADDITIONAL PROVISIONS OF THE
paragraph, provided that the price CERTIFICATE OF INCORPORATION, THE
offered to the shareholders for each BYLAWS AND DELAWARE LAW
share of common stock is not less than
that paid in the tender or exchange FINOVA Group's certificate of
offer, and the consideration is in the incorporation and bylaws contain
same form as that paid in the tender provisions that could make more
or exchange offer. If the requirements difficult our acquisition by means of
of this exception are met, then the a tender offer, a proxy contest or
Rights will expire. otherwise. This description is only a
summary and does not provide all the
EXCHANGE OF RIGHTS. After a person information contained in FINOVA
or group becomes an Acquiring Person Group's certificate of incorporation
but before the Acquiring Person and bylaws. To obtain copies of these
acquires at least half of the documents, see "Where You Can Find
outstanding common stock, our board More Information" on page 2.
may exchange all or some of the Rights
at an exchange ratio of one share of Delaware law permits a corporation
common stock for 1/200th of a share of to eliminate or limit the personal
Junior Preferred Stock per Right, liability of its directors to the
subject to adjustment. corporation or to any of its
stockholders for monetary damages for
REDEMPTION OF RIGHTS. We may redeem a breach of fiduciary duty as a
all the Rights, but not some of them, director, except (i) for breach of the
for $.005 per Right at any time before director's duty of loyalty, (ii) for
the earlier of 15 days after the Share acts or omissions not in good faith or
Acquisition Date or the expiration which involve intentional misconduct
date noted above. The board may or a knowing violation of law, (iii)
determine the conditions, terms and for unlawful dividends and stock
effective date for the redemption. We
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<PAGE>
purchases and redemptions or NUMBER OF DIRECTORS; REMOVAL;
(iv) for any transaction from which FILLING VACANCIES. FINOVA Group's
the director derived an improper certificate of incorporation provides
personal benefit. FINOVA Group's that the number of directors will be
certificate of incorporation provides fixed in the manner provided in the
that no director will be personally bylaws, subject to any rights of
liable to FINOVA Group or its preferred stockholders to elect
stockholders for monetary damages for additional directors under specified
any breach of his or her fiduciary circumstances. FINOVA Group's bylaws
duty as a director, except as provided provide that, subject to any rights of
by Delaware law. holders of preferred stock to elect
directors under specified
BOARD OF DIRECTORS. FINOVA Group's circumstances, the number of directors
certificate of incorporation and will be fixed from time to time
bylaws divide the board into three exclusively by directors constituting
classes of directors, with the classes a majority of the total number of
to be as nearly equal in number as directors that FINOVA Group would have
possible. The stockholders elect one if there were no vacancies on the
class of directors each year for a board, but must consist of between 3
three-year term. and 17 directors.
The classification of directors In addition, FINOVA Group's bylaws
makes it more difficult for provide that, subject to any rights of
stockholders to change the composition preferred stockholders, and unless the
of the board. At least two annual board otherwise determines, any
meetings of stockholders, instead of vacancies will be filled only by the
one, generally will be required to affirmative vote of a majority of the
change a majority of the board. That remaining directors, though less than
delay may help ensure that FINOVA a quorum. Accordingly, absent an
Group's directors, if confronted by a amendment to the bylaws, the board
proxy contest, tender or exchange could prevent any stockholder from
offer or extraordinary corporate enlarging the board and filling the
transaction, would have sufficient new directorships with that
time to review the proposal as well as stockholder's own nominees.
any available alternatives to the
proposal and to act in what they Under Delaware law, unless
believe to be the best interest of the otherwise provided in the certificate
stockholders. The classification of incorporation, directors serving on
provisions apply to every election of a classified board may only be removed
directors, regardless of whether a by the stockholders for cause. In
change in the composition of the board addition, FINOVA Group's certificate
would be beneficial to FINOVA Group of incorporation and bylaws provide
and its stockholders and whether or that directors may be removed only for
not a majority of the stockholders cause and only upon the affirmative
believe that such a change is vote of holders of at least 80% of the
desirable. voting power of all the then
outstanding shares of stock entitled
The classification provisions also to vote generally in the election of
could discourage a third party from directors, voting together as a single
initiating a proxy contest, tender class.
offer or other attempt to obtain
control of FINOVA Group, even though STOCKHOLDER ACTION BY WRITTEN
an attempt might be beneficial to CONSENT; SPECIAL MEETINGS.
FINOVA Group and its stockholders. The Stockholders of FINOVA Group must act
classification of the board thus only through an annual or special
increases the likelihood that meeting. Stockholders cannot act by
incumbent directors will retain their written consent in lieu of a meeting.
positions. In addition, because the Only the Chairman or a majority of the
classification provisions may whole board of FINOVA Group may call a
discourage accumulations of large special meeting. Stockholders of
blocks of FINOVA Group's stock by FINOVA Group are not able to call a
purchasers whose objective is to take special meeting to require that the
control of FINOVA Group and remove a board do so. At a special meeting,
majority of the board, the stockholders may consider only the
classification of the board could business specified in the notice of
reduce the likelihood of fluctuations meeting given by FINOVA Group.
in the market price of the common Preferred stockholders may be given
stock that might result from different rights from those noted
accumulations of large blocks. above.
Accordingly, stockholders could be
deprived of certain opportunities to The provisions of FINOVA Group's
sell their shares of common stock at a certificate of incorporation and
higher market price than otherwise bylaws prohibiting stockholder action
might be the case. by written consent may have the effect
15
<PAGE>
of delaying consideration of a A stockholder's notice proposing to
stockholder proposal until the next nominate a person for election as a
annual meeting, unless a special director must contain certain
meeting is called by the Chairman or information, including, without
at the request of a majority of the limitation, the identity and address
whole board. These provisions also of the nominating stockholder, the
would prevent the holders of a class and number of shares of stock of
majority of stock from unilaterally FINOVA Group beneficially owned by the
using the written consent procedure to stockholder and all information
take stockholder action. Moreover, a regarding the proposed nominee that
stockholder could not force would be required to be included in a
stockholder consideration of a proxy statement soliciting proxies for
proposal over the opposition of the the proposed nominee. A stockholder's
Chairman and the board by calling a notice relating to the conduct of
special meeting of stockholders prior business other than the nomination of
to the time the Chairman or a majority directors must contain certain
of the whole board believes that information about that business and
consideration to be appropriate. about the proposing stockholder,
including, without limitation, a brief
ADVANCE NOTICE PROVISIONS FOR description of the business the
STOCKHOLDER NOMINATIONS AND stockholder proposes to bring before
STOCKHOLDER PROPOSALS. The bylaws the meeting, the reasons for
establish an advance notice procedure conducting that business at such
for stockholders to nominate meeting, the name and address of such
directors, or bring other business stockholder, the class and number of
before an annual meeting of shares of stock of FINOVA Group
stockholders of FINOVA Group. beneficially owned by that stockholder
and any material interest of the
A person may not be nominated for a stockholder in the business so
director position unless that person proposed. If the Chairman or other
is nominated by or at the direction of officer presiding at a meeting
the board or by a stockholder who has determines that a person was not
given appropriate notice to FINOVA nominated, or other business was not
Group's Secretary during the periods brought before the meeting, in
noted below prior to the meeting. accordance with these procedures, the
Similarly, stockholders may not bring person will not be eligible for
business before an annual meeting election as a director, or the
unless the stockholder has given business will not be conducted at the
FINOVA Group's Secretary appropriate meeting, as appropriate.
notice of their or its intention to
bring that business before the Advance notice of nominations or
meeting. FINOVA Group's Secretary must proposed business by stockholders
receive the nomination or proposal gives the board time to consider the
between 70 and 90 days before the qualifications of the proposed
first anniversary of the prior year's nominees, the merits of the proposals
annual meeting. If FINOVA Group's and, to the extent deemed necessary or
annual meeting date is advanced by desirable by the board, to inform
more than 20 days or delayed by more stockholders about those matters. The
than 70 days from that anniversary board also may recommend positions
date, then we must receive the notice regarding those nominees or proposals,
between 90 days before the meeting and so that stockholders can better decide
the later of the 70th day before the whether to attend the meeting or to
meeting or 10 days after the meeting grant a proxy regarding the nominee or
date is first publicly announced. that business.
If the board increases the number Although the bylaws do not give the
of directors and if we have not board any power to approve or
publicly announced nominees for each disapprove stockholder nominations for
open position within 80 days before the election of directors or proposals
the first anniversary of the prior for action, these procedures may
year's annual meeting, stockholders preclude a contest for the election of
may nominate directors for the new directors or the consideration of
position, but only those newly created stockholder proposals if the proper
positions, if FINOVA Group's Secretary procedures are not followed, and of
receives the notice no later than 10 discouraging or deterring a third
days following public announcement of party from conducting a solicitation
that change. of proxies to elect its own slate of
directors or to approve its own
Stockholders may nominate directors
only at a special meeting by sending
appropriate notice for receipt by our
Secretary between the 90th day before
the meeting and the later of the 70th
day before the meeting or the 10th day
after the first public announcement of
the meeting date.
16
<PAGE>
proposal, without regard to whether or traded. The NYSE currently requires
consideration of such nominees or stockholder approval in several
proposals might be harmful or instances, including where the present
beneficial to FINOVA Group and its or potential issuance of shares could
stockholders. result in an increase in the number of
shares of common stock, or in the
PREFERRED STOCK. FINOVA Group's amount of voting securities,
certificate of incorporation outstanding of at least 20%, subject
authorizes the board to establish one to certain exceptions. If the approval
or more series of preferred stock and of FINOVA Group's stockholders is not
to determine, with respect to any required for the issuance of shares of
series of preferred stock, the terms preferred stock or common stock, the
and rights of that series, including: board may determine not to seek
stockholder approval.
* the designation of the series,
Although the board has no intention
* the number of shares of the at the present time of doing so, it
series, which the board may could issue a series of preferred
(except where otherwise provided stock that could, depending on its
by the terms of that series) terms, impede a merger, tender offer
increase or decrease (but not or other takeover attempt. The board
below the number of shares will make any determination to issue
thereof then outstanding), shares with those terms based on its
judgment as to the best interests of
* whether dividends, if any, will FINOVA Group and its stockholders. The
be cumulative or noncumulative board, in so acting, could issue
and the dividend rate of the preferred stock having terms that
series, if any, could discourage an acquisition
attempt in which an acquiror would
* the dates at which dividends, if change the composition of the board,
any, will be payable, including a tender offer or other
transaction. An acquisition attempt
* the redemption rights and price could be discouraged in this manner
or prices, if any, for shares of even if some, or a majority, of FINOVA
the series, Group's stockholders might believe it
to be in their best interests or in
* the terms and amounts of any which stockholders might receive a
sinking fund provided for the premium for their stock over the then
purchase or redemption of shares current market price of the stock.
of the series,
MERGER/SALE OF ASSETS. FINOVA
* the amounts payable on shares of Group's certificate of incorporation
the series in the event of any provides that certain "business
voluntary or involuntary combinations" must be approved by the
liquidation, dissolution or holders of at least 66 2/3% of the
winding up of the FINOVA Group's voting power of the shares not owned
affairs, by an "interested shareholder", unless
the business combinations are approved
* whether the shares of the series by the "Continuing Directors" or meet
will be convertible into shares certain requirements regarding price
of any other class or series, or and procedure. The terms quoted in
any other security, of FINOVA this paragraph are defined in the
Group or any other corporation, certificate of incorporation.
and, if so, the specification of
another class or series or AMENDMENT OF THE CERTIFICATE OF
another security, the conversion INCORPORATION AND BYLAWS. Under
price or prices or rate or Delaware law, stockholders may adopt,
rates, any adjustments to the amend or repeal the bylaws and, with
prices or rates, the date or approval of the board, the certificate
dates as of which the shares of incorporation of a corporation. In
shall be convertible and all addition, a corporation's board may
other terms and conditions upon adopt, amend or repeal the bylaws if
which the conversion may be allowed by the certificate of
made, incorporation. FINOVA Group's
certificate of incorporation requires
* restrictions on the issuance of a vote of:
shares of the same series or of
any other class or series and * at least 80% of the outstanding
shares of voting stock, voting
* the voting rights, if any, of together as a single class, to
the holders of shares of the amend provisions of the
series. certificate of incorporation
relating to the prohibition of
FINOVA Group believes that the stockholder action without a
ability of the board to issue one or meeting; the number, election
more series of preferred stock will and term of FINOVA Group's
provide FINOVA Group with flexibility directors; and the removal of
in structuring possible future directors;
financings and acquisitions, and in
meeting other corporate needs which * at least 66 2/3% of the
might arise. The authorized shares of outstanding shares of voting
preferred stock, as well as shares of stock, voting together as a
common stock, will be available for single class, to amend the
issuance without further action by provisions of the certificate
FINOVA Group's stockholders, unless of incorporation relating to
approval is required by applicable law to approval of certain business
or the rules of any stock exchange or combinations; and
automated quotation system on which
FINOVA Group's securities are listed
17
<PAGE>
* at least a majority of the subsequent to that date, the board and
outstanding shares of voting 66 2/3% of the outstanding voting
stock, voting together as a stock not owned by the interested
single class, to amend all other stockholder approved the business
provisions of the certificate of combination. Except as specified by
incorporation. Delaware law, an interested
stockholder includes (x) any person
FINOVA Group's certificate of that is the owner of 15% or more of
incorporation further provides that the outstanding voting stock of the
the bylaws may be amended by the board corporation, or is an affiliate or
or by the affirmative vote of the associate of the corporation and was
holders of at least 80% of the voting the owner of 15% or more of the
power of the outstanding shares of outstanding voting stock of the
voting stock, voting together as a corporation, at any time within three
single class. These supermajority years immediately prior to the
voting requirements make the amendment relevant date, and (y) the affiliates
by stockholders of the bylaws or of and associates of that person.
any of the provisions of the
certificate of incorporation described Under some circumstances, Delaware
above more difficult, even if a law makes it more difficult for an
majority of FINOVA Group's "interested stockholder" to enter
stockholders believe that amendment into various business combinations
would be in their best interests. with a corporation for a three-year
period, although stockholders may
ANTITAKEOVER LEGISLATION. Subject adopt an amendment to a corporation's
to exceptions, Delaware law does certificate of incorporation or
not allow a corporation to engage bylaws excluding the corporation from
in a business combination with any those restrictions. However, FINOVA
"interested stockholder" for a Group's certificate of incorporation
three-year period following the date and bylaws do not exclude FINOVA
that the stockholder becomes an Group from the restrictions imposed
interested stockholder, unless (i) under Delaware law. These provisions
prior to that date, the board approved of Delaware law may encourage
either the business combination or the companies interested in acquiring
transaction which resulted in the FINOVA Group to negotiate in advance
stockholder becoming an interested with the board, since the stockholder
stockholder, (ii) on that date, the approval requirement would be avoided
interested stockholder owned at least if a majority of the board approves
85% of the voting stock of the either the business combination or
corporation outstanding at the time the transaction which results in the
the transaction commenced (excluding stockholder becoming an interested
certain shares) or (iii) on or stockholder.
DESCRIPTION OF DEPOSITARY SHARES
The following summary of certain deposit agreement between us and a
provisions of the Deposit Agreement, bank or trust company selected by us
the depositary shares and depositary having its principal office in the
receipts is not complete. You should U.S. and having a combined capital and
refer to the forms of Deposit surplus of at least $50 million.
Agreement and depositary receipts Subject to the terms of the deposit
relating to each series of preferred agreement, each owner of depositary
stock that will be filed with the SEC. shares will be entitled, in proportion
To obtain copies of these documents to the applicable fractional interests
once filed, see "Where You Can in shares of preferred stock
Find More Information" on page 2. underlying the depositary shares to
all the rights and preferences of the
GENERAL preferred stock underlying the
depositary shares. Those rights
We may offer fractional interests include dividend, voting, redemption,
in shares of preferred stock, instead conversion and liquidation rights.
of shares of preferred stock. If we
do, we will have a depositary issue to The depositary shares will be
the public receipts for depositary evidenced by depositary receipts
shares, each of which will represent issued under the deposit agreement.
fractional interests of a particular Individuals purchasing the fractional
series of preferred stock. interests in shares of the related
series of preferred stock will receive
We will deposit shares of any depositary receipts according to the
series of preferred stock underlying terms of the offering described in the
the depositary shares under a separate supplement.
18
<PAGE>
DIVIDENDS AND OTHER DISTRIBUTIONS redemption date, the number of
depositary shares representing the
The depositary will distribute all preferred stock. The depositary shares
cash dividends or other cash to be redeemed will be selected by lot
distributions received for the or pro rata as determined by the
preferred stock to the record holders depositary when less than all
of depositary shares representing the outstanding depositary shares will be
preferred stock in proportion to the redeemed.
number of depositary shares owned by
those holders on the relevant record After the redemption date, the
date. The depositary will distribute depositary shares redeemed will no
only the amount that can be longer be outstanding. When this
distributed without attributing to any occurs, all rights of the holders will
holder of depositary shares a fraction cease, except the right to receive
of one cent. The undistributed balance money, securities or other property
will be added to and treated as part payable upon redemption and any money,
of the next amount received by the securities or other property that the
depositary for distribution to record holders of depositary shares were
holders of depositary shares. entitled to on the redemption upon
surrender to the depositary of the
If there is a distribution other depositary receipts evidencing the
than in cash, the depositary will depositary shares redeemed.
distribute property received by it to
the record holders of depositary VOTING THE PREFERRED STOCK
shares, in proportion, if possible, to
the number of depositary shares owned Upon receipt of notice of any
by those holders, unless the meeting at which the holders of the
depositary determines (after preferred stock are entitled to vote,
consulting with us) that it cannot the depositary will mail all relevant
make the distribution. If this occurs, information to the record holders of
the depositary may, with our approval, the depositary shares representing the
sell the property and distribute the preferred stock. The record holders
net proceeds from the sale to the may instruct the depositary how to
holders of depositary shares. vote the shares of preferred stock
underlying their depositary shares.
The deposit agreement also will The depositary will try, if practical,
state how any subscription or similar to vote the number of shares of
rights offered by us to holders of the preferred stock underlying the
preferred stock will be made available depositary shares according to the
to holders of depositary shares. instructions, and we will agree to
take all reasonable action requested
CONVERSION AND EXCHANGE by the depositary so the depositary
may follow the instructions.
If any series of preferred stock
underlying the depositary shares is AMENDMENT AND TERMINATION OF
subject to conversion or exchange, DEPOSITARY AGREEMENT
each record holder of depositary
receipts may convert or exchange the The form of depositary receipt and
depositary shares represented by those any provision of the deposit agreement
depositary receipts. may be amended by agreement between us
and the depositary. However, any
REDEMPTION OF DEPOSITARY SHARES amendment that materially and
adversely alters the rights of the
If a series of the preferred stock existing holders of depositary shares
underlying the depositary shares is will not be effective unless approved
subject to redemption, the depositary by the record holders of at least a
will redeem the depositary shares from majority of the depositary shares then
the proceeds received by the outstanding. We or the depositary may
depositary in the redemption, in whole only terminate the deposit agreement
or in part, of the series of the if (a) all related outstanding
preferred stock held by the depositary shares have been redeemed
depositary. The depositary will mail or (b) there has been a final
notice of redemption within 30 to 60 distribution of the preferred stock of
days prior to the date fixed for the relevant series in connection with
redemption to the record holders of our liquidation, dissolution or
the depositary shares to be redeemed winding up and that distribution has
at their addresses appearing in the been distributed to the holders of the
depositary's books. The redemption related depositary shares.
price per depositary share will equal
the applicable fraction of the
redemption price per share payable on
such series of the preferred stock.
Whenever we redeem shares of preferred
stock held by the depositary, the
depositary will redeem as of the same
19
<PAGE>
CHARGES OF DEPOSITARY MISCELLANEOUS
We will pay all transfer and other The depositary will send to the
taxes and governmental charges arising holders of depositary shares all
solely from the existence of the reports and communications from us
depositary arrangements. We will pay that we must furnish to the holders of
associated charges of the depositary preferred stock.
for the initial deposit of the
preferred stock and any redemption of We and the depositary will not be
the preferred stock. Holders of liable if we are prevented or delayed
depositary shares will pay transfer by law or any circumstance beyond our
and other taxes and governmental control in performing our obligations
charges and any other charges stated under the deposit agreement. Those
in the deposit agreement to be for obligations will be limited to
their accounts. performance in good faith of duties
set forth in the deposit agreement. We
RESIGNATION AND REMOVAL OF DEPOSITARY and the depositary will not be
obligated to prosecute or defend any
The depositary may resign by legal proceeding connected with any
delivering notice to us, and we may depositary shares or preferred stock
remove the depositary. Resignations or unless satisfactory indemnity is
removals will take effect upon the furnished. We and the depositary may
appointment and acceptance of a rely upon written advice of counsel or
successor depositary. We must appoint accountants, or information provided
a successor depositary within 60 days by persons presenting preferred stock
after delivery of the notice of for deposit, holders of depositary
resignation or removal. The successor shares, or other persons believed to
depositary must be a bank or trust be competent and on documents believed
company having its principal office in to be genuine.
the U.S. and having a combined capital
and surplus of at least $50 million.
DESCRIPTION OF WARRANTS
We may issue warrants for the for the warrants and will not act for
purchase of debt securities, preferred or on behalf of the holders or
stock or common stock. We may issue beneficial owners of warrants. This
warrants independently or together summary of certain provisions of the
with debt securities, common stock or warrants is not complete. You should
preferred stock or attached to or refer to the provisions of the warrant
separate from the offered securities. agreement that will be filed with the
We will issue each series of warrants SEC as part of the offering of any
under a separate warrant agreement warrants. To obtain a copy of this
between us and a bank or trust document, see "Where You Can Find More
company, as warrant agent. The warrant Information" on page 2.
agent will act solely as our agent
PLAN OF DISTRIBUTION
FINOVA Group and FINOVA Capital securities laws and other laws. The
may offer securities directly or underwriters' obligations to purchase
through underwriters, dealers or securities will be subject to
agents. The supplement will identify conditions and generally will require
those underwriters, dealers or agents them to purchase all of the securities
and will describe the plan of if any are purchased.
distribution, including commissions
to be paid. If we do not name a firm Unless otherwise noted in the
in the supplement, that firm may not supplement, the securities will be
directly or indirectly participate in offered by the underwriters, if any,
any underwriting of those securities, when, as and if issued by us,
although it may participate in the delivered to and accepted by the
distribution of securities under underwriters and subject to their
circumstances entitling it to a right to reject orders in whole or in
dealer's allowance or agent's part.
commission.
FINOVA Group and FINOVA Capital
Any underwriting agreement probably may sell securities to dealers, as
will entitle the underwriters to principals. Those dealers then may
indemnity against some civil
liabilities under the Federal
20
<PAGE>
resell the securities to the public at * Stabilizing transactions permit
varying prices set by those dealers bids to purchase the underlying
from time to time. security so long as the
stabilizing bids do not exceed a
FINOVA Group and FINOVA Capital specified maximum.
also may offer securities through
agents. Agents generally act on a * Short covering transactions
"best efforts" basis during their involve purchases of the
appointment, meaning they are not securities in the open market
obligated to purchase securities. after the distribution is
completed to cover short
Dealers and agents may be entitled positions.
to indemnification as underwriters by
us against some liabilities under * Penalty bids permit the
the Federal securities laws and other underwriters to reclaim a
laws. selling concession from a dealer
when the securities originally
FINOVA Group and FINOVA Capital or sold by the dealer are purchased
the underwriters or agents may solicit in a covering transaction to
offers by institutions approved by us cover short positions.
to purchase securities under contracts
providing for future payment. Those activities may cause the
Permitted institutions include price of the securities to be higher
commercial and savings banks, than it would otherwise be. The
insurance companies, pension funds, underwriters may engage in some
investment companies, educational and activities on any exchange or other
charitable institutions and others. market in which the securities may be
Conditions apply to those purchases. traded. If commenced, the underwriters
may discontinue those activities at
Any underwriter may engage in any time.
over-allotment, stabilizing trans-
actions, short covering transactions The supplement or pricing
and penalty bids in accordance with supplement, as applicable, will set
Regulation M under the Securities forth the anticipated delivery date of
Exchange Act of 1934. the securities being sold at that
time.
* Over-allotment involves sales in
excess of the offering size,
which creates a short position.
LEGAL MATTERS
Unless otherwise noted in a will pass on the legality of the
supplement, William J. Hallinan, Esq., securities offered through this
Senior Vice President-General Counsel prospectus and any supplement. Brown &
of FINOVA Group and FINOVA Capital, or Wood LLP will act as counsel for any
Richard Lieberman, Esq., Vice underwriters or agents, unless
President-Associate General Counsel of otherwise noted in a supplement.
FINOVA Group and FINOVA Capital,
EXPERTS
The financial statements express an unqualified opinion and
incorporated in this prospectus by include an explanatory paragraph
reference from FINOVA Group Inc.'s relating to the restatements
and FINOVA Capital Corporation's described in Note T of FINOVA Group
Annual Reports on Form 10-K/A for the Inc.'s and Note R of FINOVA Capital
year ended December 31, 1998 have Corporation's financial statements)
been audited by Deloitte & Touche which is incorporated herein by
LLP, independent auditors, as stated reference, and have been so
in their reports dated February 10, incorporated in reliance upon the
1999, April 23, 1999 as to Note T for reports of such firm given upon their
The FINOVA Group Inc. and Note R for authority as experts in accounting
FINOVA Capital Corporation (which and auditing.
21
<PAGE>
YOU SHOULD RELY ONLY ON THE
INFORMATION CONTAINED OR $3,000,000,000
INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. WE HAVE AUTHORIZED NO ONE
TO PROVIDE YOU WITH DIFFERENT
INFORMATION.
WE ARE NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY LOCATION WHERE THE
OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS, THE FINOVA GROUP INC.
INCLUDING INFORMATION INCORPORATED BY FINOVA CAPITAL CORPORATION
REFERENCE, IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF
THE PROSPECTUS. DEBT SECURITIES, COMMON STOCK,
PREFERRED STOCK, DEPOSITARY SHARES
------------- AND WARRANTS
TABLE OF CONTENTS
Page
----
Where You Can Find More
Information................... 2
The Companies................... 2
Selected Financial Information.. 5 ---------------------------
Ratio Of Income To Total
Fixed Charges................. 5 PROSPECTUS
Ratio Of Income To Combined
Fixed Charges And Preferred ---------------------------
Stock Dividends............... 5
Special Note Regarding
Forward-Looking Statements.... 6
Use Of Proceeds................. 6
Description Of Debt Securities.. 7
Description Of Capital Stock.... 13
Description Of Depositary
Shares........................ 18
Description Of Warrants......... 20
Plan Of Distribution............ 20
Legal Matters................... 21
Experts......................... 21 _____________, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated amounts of the expenses of and related to the offering
are as follows:
Registration fee................................ $ 834,000.00
Rating agency fees*............................. $1,500,000.00
Printing fees*.................................. $ 150,000.00
Legal fees and expenses*........................ $ 250,000.00
Accounting fees and expenses*................... $ 412,500.00
Blue sky fees and expenses*..................... $ 3,000.00
New York Stock Exchange listing fees*........... $ 30,000.00
Trustee fees and expenses*...................... $ 300,000.00
Miscellaneous expenses*......................... $ 20,500.00
-------------
Total*........................ $3,500,000.00
=============
- -----------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware (the "DGCL"), the
state of incorporation of each of the Registrants, and the Certificate of
Incorporation and Bylaws of each of the Registrants provide for indemnification
of directors and officers. Section 145 of the DGCL provides generally that a
person sued as a director, officer, employee or agent of a corporation may be
indemnified by the corporation for reasonable expenses, including attorneys'
fees, if, in cases other than actions brought by or in the right of the
corporation, he or she has acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation (and in the case of a criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful). Section 145 provides that no
indemnification for any claim or matter may be made, in the case of an action
brought by or in the right of the corporation, if the person has been adjudged
to be liable, unless the Court of Chancery or other court determines that
indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer, employee or
agent who has been successful on the merits, or otherwise, in defense of a suit
against him or her.
Directors and officers of each of the Registrants are covered under
policies of directors' and officers' liability insurance with coverage
aggregating $100,000,000. The directors serving each of the Registrants are
parties to Indemnification Agreements with each respective Registrant (the
"Indemnification Agreements"). The Indemnification Agreements provide
substantially the same scope of coverage afforded by provisions in the
Certificate of Incorporation and Bylaws and are designed to provide greater
assurance to the directors that indemnification will be available because as
contracts, the Indemnification Agreements may not be unilaterally modified by
the Registrants' Boards of Directors or stockholders. The Indemnification
Agreements generally are intended to provide indemnification for any amounts a
director is legally obligated to pay because of claims arising out of the
director's service to the Registrants or any other subsidiary of the
Registrants.
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ITEM 16. EXHIBITS
1.1 Form of Senior Debt Securities Underwriting Agreement (incorporated by
reference to Exhibit 1.1 to the joint Registration Statement of The
FINOVA Group Inc. and FINOVA Capital Corporation on Form S-3, SEC File
No. 333-38171 (the "1997 S-3"))
4.1 Restated Certificate of Incorporation of The FINOVA Group Inc.***
4.2 Amended and Restated Bylaws of The FINOVA Group Inc. (incorporated by
reference to Exhibit 3.B to The FINOVA Group Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1995)
4.3 Amended and Restated Rights Agreement between The FINOVA Group Inc.
and Bank One, Arizona, N.A. (incorporated by reference to Exhibit 4.1
to The FINOVA Group Inc.'s Current Report on Form 8-K, dated September
21, 1995)
4.4 Form of Junior Participating Preferred Share Purchase Right (included
as an exhibit to Exhibit 4.3 above)
4.5 Acceptance of Successor trustee to Appointment under Rights Agreement
(incorporated by reference to Exhibit 4 to The FINOVA Group Inc.'s
Current Report on Form 8-K, dated November 30, 1995)
4.6 Amended and Restated Certificate of Incorporation of FINOVA Capital
Corporation (incorporated by reference to Exhibit 3.A to FINOVA
Capital Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996)
4.7 Bylaws of FINOVA Capital Corporation (incorporated by reference to
Exhibit 3.B to FINOVA Capital Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996)
4.8.A Indenture, dated as of May 15, 1999, between FINOVA Capital
Corporation and The First National Bank of Chicago, as trustee.***
4.8.B Indenture, dated as of May 15, 1999, between FINOVA Capital
Corporation and Norwest Bank Minnesota, National Association, as
trustee.***
4.8.C Indenture, dated as of May 15, 1999, between FINOVA Capital
Corporation and FMB Bank, as trustee.***
4.9 Form of Convertible Debt Security**
4.10 Form of Preferred Stock Certificate of Designations**
4.11 Form of Fixed Rate Note (incorporated by reference to Exhibit 4.11 to
the 1997 S-3)
4.12 Form of Floating Rate Note (incorporated by reference to Exhibit 4.12
to the 1997 S-3)
4.13 Form of deposit agreement**
4.14 Form of Deposit Receipt**
4.15 Form of Warrant**
4.16 Form of Warrant Agreement**
5.1 Opinion of Richard Lieberman, Esq. as to the legality of the
securities to be issued***
12.1 Statement of Computation of Ratios of The FINOVA Group Inc.***
12.2 Statement of Computation of Ratios of FINOVA Capital Corporation***
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Richard Lieberman, Esq.(included in Exhibit 5.1)
24.1 Power of Attorney***
25.1 Form T-1 Statement of Eligibility of The First National Bank of
Chicago.***
25.2 Form T-1 Statement of Eligibility of Norwest Bank Minnesota,
National Association.***
25.3 Form T-1 Statement of Eligibility of FMB Bank.***
- ----------
* Filed herewith.
** To be filed with a Current Report on Form 8-K or a Post-Effective Amendment
to Registration Statement
*** Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
II-2
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrants hereby further undertake that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrants' annual reports pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrants hereby further undertake that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned Registrants hereby further undertake to file an
application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the Securities being
registered, the Registrants will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amended
registration statement on Form S-3/A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on the 7th day of June, 1999.
THE FINOVA GROUP INC.
By: /s/ Richard Lieberman
---------------------------
Richard Lieberman
Vice President-Associate
General Counsel
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Director, Chairman, President and June 7, 1999
- --------------------------- Chief Executive Officer (Principal
Samuel L. Eichenfield Executive Officer)
* Senior Vice President-Controller June 7, 1999
- --------------------------- and Chief Financial Officer
Bruno A. Marszowski (Principal Financial and
Accounting Officer)
* Director June 7, 1999
- ---------------------------
Robert H. Clark, Jr.
* Director June 7, 1999
- ---------------------------
Constance R. Curran
* Director June 7, 1999
- ---------------------------
G. Robert Durham
* Director June 7, 1999
- ---------------------------
James L. Johnson
* Director June 7, 1999
- ---------------------------
Kenneth R. Smith
* Director June 7, 1999
- ---------------------------
Shoshana B. Tancer
* Director June 7, 1999
- ---------------------------
John W. Teets
* Signed pursuant to Powers of Attorney dated March 16, 1999.
/s/ Richard Lieberman
- ---------------------------
Richard Lieberman
Attorney-in-Fact
June 7, 1999
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amended
registration statement on Form S-3/A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on the 7th day of June, 1999.
FINOVA CAPITAL CORPORATION
By: /s/ Richard Lieberman
---------------------------
Richard Lieberman
Vice President-Assistant
General Counsel
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Director, Chairman, President and June 7, 1999
- --------------------------- Chief Executive Officer (Principal
Samuel L. Eichenfield Executive Officer)
* Senior Vice President-Controller June 7, 1999
- --------------------------- and Chief Financial Officer
Bruno A. Marszowski (Principal Financial and
Accounting Officer)
* Director June 7, 1999
- ---------------------------
Meilee Smythe
* Director June 7, 1999
- ---------------------------
W. Carroll Bumpers
* Director June 7, 1999
- ---------------------------
Gregory C. Smalis
* Signed pursuant to a Power of Attorney dated March 16, 1999.
/s/ Richard Lieberman
- ---------------------------
Richard Lieberman
Attorney-in-Fact
June 7, 1999
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.1 Form of Senior Debt Securities Underwriting Agreement (incorporated by
reference to Exhibit 1.1 to the joint Registration Statement of The
FINOVA Group Inc. and FINOVA Capital Corporation on Form S-3, SEC File
No. 333-38171 (the "1997 S-3"))
4.1 Restated Certificate of Incorporation of The FINOVA Group Inc.***
4.2 Amended and Restated Bylaws of The FINOVA Group Inc. (incorporated by
reference to Exhibit 3.B to The FINOVA Group Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1995)
4.3 Amended and Restated Rights Agreement between The FINOVA Group Inc.
and Bank One, Arizona, N.A. (incorporated by reference to Exhibit 4.1
to The FINOVA Group Inc.'s Current Report on Form 8-K, dated September
21, 1995)
4.4 Form of Junior Participating Preferred Share Purchase Right (included
as an exhibit to Exhibit 4.3 above)
4.5 Acceptance of Successor trustee to Appointment under Rights Agreement
(incorporated by reference to Exhibit 4 to The FINOVA Group Inc.'s
Current Report on Form 8-K, dated November 30, 1995)
4.6 Amended and Restated Certificate of Incorporation of FINOVA Capital
Corporation (incorporated by reference to Exhibit 3.A to FINOVA
Capital Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996)
4.7 Bylaws of FINOVA Capital Corporation (incorporated by reference to
Exhibit 3.B to FINOVA Capital Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996)
4.8.A Indenture, dated as of May 15, 1999, between FINOVA Capital
Corporation and The First National Bank of Chicago, as trustee.***
4.8.B Indenture, dated as of May 15, 1999, between FINOVA Capital
Corporation and Norwest Bank Minnesota, National Association, as
trustee.***
4.8.C Indenture, dated as of May 15, 1999, between FINOVA Capital
Corporation and FMB Bank, as trustee.***
4.9 Form of Convertible Debt Security**
4.10 Form of Preferred Stock Certificate of Designations**
4.11 Form of Fixed Rate Note (incorporated by reference to Exhibit 4.11 to
the 1997 S-3)
4.12 Form of Floating Rate Note (incorporated by reference to Exhibit 4.12
to the 1997 S-3)
4.13 Form of deposit agreement**
4.14 Form of Deposit Receipt**
4.15 Form of Warrant**
4.16 Form of Warrant Agreement**
5.1 Opinion of Richard Lieberman, Esq. as to the legality of the
securities to be issued***
12.1 Statement of Computation of Ratios of The FINOVA Group Inc.***
12.2 Statement of Computation of Ratios of FINOVA Capital Corporation***
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Richard Lieberman, Esq.(included in Exhibit 5.1)
24.1 Power of Attorney***
25.1 Form T-1 Statement of Eligibility of The First National Bank of
Chicago.***
25.2 Form T-1 Statement of Eligibility of Norwest Bank Minnesota,
National Association.***
25.3 Form T-1 Statement of Eligibility of FMB Bank.***
- ----------
* Filed herewith.
** To be filed with a Current Report on Form 8-K or a Post-Effective Amendment
to Registration Statement
*** Previously filed.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The FINOVA Group Inc. and FINOVA Capital Corporation on Form S-3/A of our
reports dated February 10, 1999, April 23, 1999 as to Note T for The FINOVA
Group Inc. and Note R for FINOVA Capital Corporation (each of which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
restatement described in those Notes) appearing in the Annual Reports on Form
10-K/A of The FINOVA Group Inc. and FINOVA Capital Corporation for the year
ended December 31, 1998, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Phoenix, Arizona
June 7, 1999
