SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO THE SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) -
October 6, 1997
ARISTAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-3521 95-4128205
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
8900 GRAND OAK CIRCLE, TAMPA, FLORIDA 33637-1050
(Address of principal executive offices)
Registrant's telephone number, including area code -
(813) 632-4500
306689.1
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
1(a) - Terms Agreement dated October 6, 1997 among Aristar, Inc. (the
"Company") and Lehman Brother Inc., Chase Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and First Union Capital Markets Corp., which
incorporates by reference the Debt Securities Underwriting Agreement Basic
Provisions dated October 6, 1997, the form of which was filed with the
Securities and Exchange Commission (the "Commission") on June 12, 1997, as
Exhibit (1)(a) to the Company's Registration Statement on Form S-3 (No.
333-29049) under the Securities Act of 1933, as amended (the "Securities Act").
4(a) - Senior Debt Securities Indenture between the Company and First Union
National Bank, as trustee, dated as of October 1, 1997, which incorporates by
reference the Company's Standard Mutliple-Series Indenture Provisions, the form
of which was filed with the Commission on June 12, 1997, as Exhibit 4(i) to the
Company's Registration Statement on Form S-3 (No. 333-29049) under the
Securities Act.
4(b) - Subordinated Debt Securities Indenture between the Company and First
Union National Bank, as trustee, dated as of October 1, 1997, which incorporates
by reference the Company's Standard Mutliple-Series Indenture Provisions, the
form of which was filed with the Securities and Exchange Commission on June 12,
1997, as Exhibit 4(i) to the Company's Registration Statement on Form S-3 (No.
333-29049) under the Securities Act.
4(c) - Specimen Global 6.30% Senior Note due October 1, 2002.
306689.1
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
thereunto duly authorized.
ARISTAR, INC.
By: /s/ Fay L. Chapman
Fay L. Chapman
Executive Vice President
Date: October 8, 1997
306689.1
3
<PAGE>
EXHIBIT INDEX
EXHIBITS
1(a) - Terms Agreement dated October 6, 1997 among Aristar, Inc. (the
"Company") and Lehman Brother Inc., Chase Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and First Union Capital Markets Corp., which
incorporates by reference the Debt Securities Underwriting Agreement Basic
Provisions dated October 6, 1997, the form of which was filed with the
Securities and Exchange Commission (the "Commission") on June 12, 1997, as
Exhibit (1)(a) to the Company's Registration Statement on Form S-3 (No.
333-29049) under the Securities Act of 1933, as amended (the "Securities Act").
4(a) - Senior Debt Securities Indenture between the Company and First Union
National Bank, as trustee, dated as of October 1, 1997, which incorporates by
reference the Company's Standard Mutliple-Series Indenture Provisions, the form
of which was filed with the Commission on June 12, 1997, as Exhibit 4(i) to the
Company's Registration Statement on Form S-3 (No. 333-29049) under the
Securities Act.
4(b) - Subordinated Debt Securities Indenture between the Company and First
Union National Bank, as trustee, dated as of October 1, 1997, which incorporates
by reference the Company's Standard Mutliple-Series Indenture Provisions, the
form of which was filed with the Securities and Exchange Commission on June 12,
1997, as Exhibit 4(i) to the Company's Registration Statement on Form S-3 (No.
333-29049) under the Securities Act.
4(c) - Specimen Global 6.30% Senior Note due October 1, 2002.
306689.1
4
<PAGE>
TERMS AGREEMENT
October 6, 1997
ARISTAR, INC.
1201 Third Avenue
Suite 1500
Seattle, Washington 98101
Dear Sirs:
We (the "Underwriters" and the "Representatives") understand that Aristar,
Inc., a Delaware corporation (the "Company"), proposes to issue and sell
$150,000,000 aggregate principal amount of its 6.30% Senior Notes due October 1,
2002 (the "Underwritten Securities"). Subject to the terms and conditions set
forth herein or incorporated by reference herein, the Underwriters hereby offer
to purchase, severally and not jointly, the principal amount of Underwritten
Securities set forth opposite their respective names below at 99.245% of the
principal amount thereof, together with accrued interest thereon, if any, from
October 9, 1997 to (but not including) the Delivery Date. Principal Underwriter
Amount
Lehman Brothers Inc............................................ $45,000,000
Chase Securities Inc........................................... 45,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated. ........... 45,000,000
First Union Capital Markets Corp. ............................. 15,000,000
----------
Total..................................................... $150,000,000
===========
The Underwritten Securities shall have the following terms:
Date of maturity: October 1, 2002
Interest rate: 6.30% per annum, payable semiannually
Initial public
offering price: 99.695%, plus accrued interest, if any, from October 9, 1997
to (but not including) the Delivery Date
Interest payment
dates: April 1 and October 1, commencing April 1, 1998
Redemption
provisions: The Underwritten Securities are not redeemable
005302\0022\00056\979HALX3.AGR
<PAGE>
2
Form: The Underwritten Securities are to be issued in the form of one or
more global securities registered in the name of The Depository Trust Company or
its nominee (the "Depositary"); delivery of the Underwritten Securities at
closing will be made through the facilities of the Depositary
Specified funds for
payment of purchase
price: Wire transfer of immediately available funds
Specified address for
notices: Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Delivery Date: 10:00 A.M., New York City time, on October 9, 1997
Place of closing: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
The Underwriters hereby confirm that they have furnished to the Company in
writing the following information for inclusion in the Company's Prospectus
Supplement dated October 6, 1997 to the Company's Prospectus dated June 23, 1997
relating to the Underwritten Securities (the "Prospectus Supplement"): (i) the
last paragraph at the bottom of the cover page of the Prospectus Supplement
concerning the terms of the offering by the Underwriters; (ii) the first
paragraph on page S-2 of the Prospectus Supplement concerning over-allotment and
stabilization by the Underwriters; (iii) the table on page S-6 of the Prospectus
Supplement concerning the principal amount of the underwritten Securities to be
purchased by each underwriter; (iv) the second paragraph below the table on page
S-6 of the Prospectus Supplement concerning the public offering price,
concession and discount; and (v) the second sentence of the seventh paragraph
below the table on page S-6 of the Prospectus Supplement concerning market
making by the Underwriters.
All of the provisions contained in the document entitled "Aristar, Inc. --
Debt Securities -- Underwriting Agreement Basic Provisions" and dated October 6,
1997 (the "Basic Provisions"), a copy of which you have previously furnished to
us, are herein incorporated by reference in their entirety and shall be deemed
to be a part of this Terms Agreement to the same extent as if such provisions
had been set forth in full herein; provided, however, that (a) the term
"Registration Statement", as used in the Basic Provisions, shall also include
the registration statement on Form S-3 (File No. 33-58361) filed by the Company
under the Act; (b) the Company also represents to the Underwriters that, to the
best of its knowledge, Deloitte & Touche, L.L.P. are independent accountants as
required by the Act and the Rules and the Regulations; and (c) the obligations
of the Underwriters described in Paragraph 9 of the Basic Provisions shall also
be subject to their receipt on the Delivery Date of a letter from Deloitte &
Touche L.L.P. of the type described in Paragraph 9(g) of the Basic Provisions.
Terms defined in such Underwriting Agreement Basic Provisions are used herein as
therein defined.
005302\0022\00056\979HALX3.AGR
<PAGE>
Please accept this offer no later than 6:00 P.M., New York City time, on
October 6, 1997 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us, or by sending us a written acceptance
in the following form:
"We hereby accept your offer, set forth in the Terms Agreement
dated October 6, 1997, to purchase the Underwritten Securities on the
terms set forth therein."
Very truly yours,
LEHMAN BROTHERS INC.
CHASE SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
FIRST UNION CAPITAL MARKETS CORP.
By: LEHMAN BROTHERS INC.
By /s/ Nelson Soares
Nelson Soares, Managing Director
Accepted:
ARISTAR, INC.
By /s/ Marangal Domingo
Marangal Domingo, Senior Vice President
and Treasurer
005302\0022\00056\979HALX3.AGR
ARISTAR, INC.
and
FIRST UNION NATIONAL BANK, as Trustee
Senior Debt Securities
Indenture
Dated as of October 1, 1997
<PAGE>
INDENTURE, dated as of October 1, 1997 (the "Indenture"), between
ARISTAR, INC., a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Company"), having its
principal office at 8900 Grand Oak Circle, Tampa, Florida 33637-1050,
and FIRST UNION NATIONAL BANK, a national banking association, as
Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other obligations for money so borrowed (herein called
the"Securities"), to be issued in one or more series as in this Indenture
provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:
Paragraph A. INCORPORATION BY REFERENCE
Articles I through XIV of the Aristar, Inc. Standard Multiple-Series
Indenture Provisions dated as of October 1, 1997 (herein called the "Standard
Provisions"), a copy of which is attached hereto as Annex "A", are hereby
incorporated herein by reference with the same force and effect as though fully
set out herein.
Paragraph B. ADDITIONAL PROVISIONS
1. Section 202 of the Standard Provisions is hereby amended
by deleting the words "[full name of Trustee]" and inserting the
words "First Union National Bank".
2. Section 105, subsection (2), of the Standard Provisions is hereby
amended by deleting the words "the address of its principal office specified in
the first paragraph of this instrument" and inserting the words "1201 Third
Avenue, Suite 1500, Seattle, Washington 98101, Attention: Marangal I. Domingo,
with a copy to the same address, Attention: Executive Vice President and
Assistant Secretary,".
3. Section 403, subsection (4), of the Standard Provisions
is hereby amended to delete clause (C) thereof. Thus, Section 403,
subsection (4), shall read as follows:
304537.3
<PAGE>
(4) with respect to subsection 1(A) above, the
Company shall have delivered to the Trustee (A) a ruling
directed to the Company and the Trustee received from the
United States Internal Revenue Service to the effect that the
Holders of the Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a
result of the Company's exercise of its option under this
Section 403 and will be subject to Federal income tax on the
same amount and in the same manner and at the same times as
would have been the case if such deposit and discharge had not
occurred or (B) an Opinion of Counsel to the same effect as
the ruling described in clause (A) above and based upon a
change in law.
4. Section 612 is hereby amended by deleting the phrase "substantially
all the corporate business of the Trustee," and inserting the phrase
"substantially all of the bond administration portion of the corporate trust
business of the Trustee,".
5. The following provision, which constitutes part of this
Indenture, is numbered to conform with the format of the Standard
Provisions.
Section 615. Corporate Trust Office. At the date of
this Indenture, the Corporate Trust Office of the Trustee is
located at 40 Broad Street, 5th Floor, New York, New York
10004.
304537.3
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ARISTAR, INC.
By /s/ Marangal I. Domingo
Senior Vice President
[SEAL]
Attest:
/s/ Fay L. Chapman
Assistant Secretary
FIRST UNION NATIONAL BANK, as Trustee
By /s/ Brandon Dvorak
Title: Authorized Signatory
[SEAL]
Attest:
/s/ Kevin M. Dobrava
Title: Authorized Signatory
304537.3
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<PAGE>
STATE OF WASHINGTON )
) ss.:
COUNTY OF KING )
On the 7th day of October, 1997, before me personally came Marangal I.
Domingo, to me known, who, being by me duly sworn, did depose and say that he is
Senior Vice President of ARISTAR, INC., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal;that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Kourandy Oung
Notary Public
[NOTARY SEAL]
304537.3
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<PAGE>
STATE OF FLORIDA )
) ss.:
COUNTY OF DUVAL )
On the 6th day of October, 1997, before me personally came Brandon Dvorak,
to me known, who, being by me duly sworn, did depose and say that he is Trust
Officer of FIRST UNION NATIONAL BANK, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Sherry L. Wilson
Notary Public
[NOTARY SEAL]
304537.3
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ARISTAR, INC.
and
FIRST UNION NATIONAL BANK, as Trustee
Subordinated Debt Securities
Indenture
Dated as of October 1, 1997
<PAGE>
INDENTURE, dated as of October 1, 1997 (the "Indenture"),
between ARISTAR, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), having
its principal office at 8900 Grand Oak Circle, Tampa, Florida
33637-1050, and FIRST UNION NATIONAL BANK, a national banking
association, as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated and
unsecured debentures, notes or other obligations for money so borrowed (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Articles I through XV of the Aristar, Inc. Standard Multiple-Series
Indenture Provisions dated as of October 1, 1997 (herein called the "Standard
Provisions"), a copy of which is attached hereto as Annex "A", are hereby
incorporated herein by reference with the same force and effect as though fully
set out herein.
PARAGRAPH B. ADDITIONAL PROVISIONS
1. Section 105, subsection (2), of the Standard Provisions is hereby
amended by deleting the words "the address of its principal office specified in
the first paragraph of this instrument" and inserting the words "1201 Third
Avenue, Suite 1500, Seattle, Washington 98101, Attention: Marangal I. Domingo,
with a copy to the same address, Attention: Executive Vice President and
Assistant Secretary,".
2. Section 111 of the Standard Provisions is hereby amended by
inserting ", holders of Senior Debt" after the word "hereunder".
3. Section 202 of the Standard Provisions is hereby amended by deleting
the words "[full name of Trustee]" and inserting the words "First Union National
Bank".
304687.3
<PAGE>
4. Section 403, subsection (4), of the Standard Provisions is
hereby amended to delete clause (C) thereof. Thus, Section 403,
subsection (4), shall read as follows:
(4) with respect to subsection 1(A) above, the
Company shall have delivered to the Trustee (A) a ruling
directed to the Company and the Trustee received from the
United States Internal Revenue Service to the effect that the
Holders of the Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a
result of the Company's exercise of its option under this
Section 403 and will be subject to Federal income tax on the
same amount and in the same manner and at the same times as
would have been the case if such deposit and discharge had not
occurred or (B) an Opinion of Counsel to the same effect as
the ruling described in clause (A) above and based upon a
change in law.
5. Section 612 of the Standard Provisions is hereby amended by deleting
the phrase "substantially all the corporate business of the Trustee," and
inserting the phrase "substantially all of the bond administration portion of
the corporate trust business of the Trustee,".
6. Section 501, subsection (a), of the Standard Provisions is hereby
amended by inserting "(whether or not such payment is prohibited under the
provisions of Article XV)" at the end of such subsection.
7. Section 501, subsection (b), of the Standard Provisions is hereby
amended by inserting "(whether or not such payment is prohibited under the
provisions of Article XV)" at the end of such subsection.
8. The following provision, which constitutes part of this Indenture,
is numbered to conform with the format of the Standard Provisions.
SECTION 615. Corporate Trust Office. At the date of this
Indenture, the Corporate Trust Office of the Trustee is
located at 40 Broad Street, 5th Floor, New York, New York
10004.
304687.3
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ARISTAR, INC.
By /s/ Marangal I. Domingo
Senior Vice President
[SEAL]
Attest:
/s/ Fay L. Chapman
Assistant Secretary
FIRST UNION NATIONAL BANK, as Trustee
By /s/ Brandon Dvorak
Title: Authorized Signatory
[SEAL]
Attest:
/s/ Kevin M. Dobrava
Title: Authorized Signatory
304687.3
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<PAGE>
STATE OF WASHINGTON )
) ss.:
COUNTY OF KING )
On the 7th day of October, 1997, before me personally came Marangal
I. Domingo, to me known, who, being by me duly sworn, did depose and say
that he is Senior Vice President of ARISTAR, INC., one of the
corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal;that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name
thereto by like authority.
/s/ Kourandy Oung
Notary Public
[NOTARY SEAL]
304687.3
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<PAGE>
STATE OF FLORIDA )
) ss.:
COUNTY OF DUVAL )
On the 6th day of October, 1997, before me personally came Brandon Dvorak,
to me known, who, being by me duly sworn, did depose and say that he is Trust
Officer of FIRST UNION NATIONAL BANK, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Sherry L. Wilson
Notary Public
[NOTARY SEAL]
304687.3
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<PAGE>
UNLESS THIS SECURITY (AS DEFINED HEREIN) IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY"), TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY AND ANY AMOUNT PAYABLE THEREUNDER IS MADE
PAYABLE TO CEDE & CO. OR TO SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL
HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
ARISTAR, INC.
6.30% SENIOR NOTE DUE OCTOBER 1, 2002
No. 1 $150,000,000
CUSIP 040420 BA 8
ARISTAR, INC., a Delaware corporation (herein called the "Company",
which term shall refer to such Company until a successor corporation shall have
become such pursuant to the provisions of the Indenture referred to herein and
thereafter "Company" shall mean such successor corporation), for value received,
hereby promises to pay to Cede & Co. , or registered assigns, the principal sum
of One Hundred Fifty Million Dollars ($150,000,000) on October 1, 2002, and to
pay interest thereon from October 9, 1997 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on April 1 and October 1 in each year, commencing April 1, 1998 at the rate of
6.30% per annum, until the principal hereof is paid or made available for
payment.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be (in each case whether or not a Business Day) the March
15 or September 15, as the case may be, next preceding such Interest Payment
Date. Any interest not punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee,
305550.3
<PAGE>
notice whereof shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any, on) and interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, in The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
This security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997 (herein called the
"Indenture"), between the Company and First Union National Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee or
trustees under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $150,000,000.
The Securities are not redeemable at the option of the Company prior to
Stated Maturity.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of all series to be affected (acting as one
class). The Indenture also provides that, regarding the Securities of any
series, the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of such series may waive certain past
defaults and their consequences on behalf of the Holders of all Securities of
such series. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of
305550.3
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<PAGE>
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in the Indenture, the Company shall be discharged from its
obligations with respect to the Securities of any series when (1) with respect
to all Outstanding Securities of such series, the Company has deposited or
caused to be deposited with the Trustee as a trust fund specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series (i) money in an amount as will, or (ii) U.S.
Government Obligations as will, together with the predetermined and certain
income to accrue thereon without consideration of any reinvestment thereof, or
(iii) a combination of (i) and (ii) as will, (in a written opinion with respect
to (ii) or (iii) of independent public accountants delivered to the Trustee), be
sufficient to pay and discharge the entire indebtedness on all Outstanding
Securities of such series for principal (and premium, if any) and interest, if
any, to the Stated Maturity or any Redemption Date, as the case may be; and (2)
the Company has paid or caused to be paid all other sums payable with respect to
the Outstanding Securities of such series; and (3) the Company has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel stating that all
such conditions precedent have been complied with; and (4) the Company has
delivered to the Trustee (i) a ruling directed to the Company and the Trustee
from the United States Internal Revenue Service to the effect that Holders of
the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result thereof and will be subject to Federal
income tax as if such option had not been exercised or (ii) an Opinion of
Counsel to the same effect and based upon a change in law.
No reference herein to the Indenture and no provisions of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the coin
or currency, herein and in the Indenture provided; subject, however, to the
provisions for the discharge of the Company from its obligations under the
Securities upon satisfaction of the conditions set forth in the preceding
paragraph or in the Indenture.
As provided in the Indenture, upon any consolidation or merger or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with the provisions of the Indenture,
the successor corporation formed by such consolidation or into which the
predecessor corporation is merged or to which such conveyance, transfer or lease
is made shall be substituted for the predecessor corporation with the same
effect as if such successor corporation had been named as the Company.
Thereafter the predecessor corporation shall be relieved of the performance and
observance of all obligations and covenants of the Indenture and the Securities,
including but not limited to the obligation to make payment of the principal of
(and premium, if any, on) and interest, if any, on all the Securities then
305550.3
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<PAGE>
Outstanding, and, in the event of any such conveyance, transfer or lease, may be
liquidated and dissolved.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for a like aggregate principal
amount and tenor, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $100,000 and any larger amount that is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount and tenor of Securities of this series of a
different authorized denomination, upon surrender of the Securities to be
exchanged at any such office or agency.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
As provided in the Indenture, no recourse shall be had for the payment
of the principal of (or premium, if any, on) or the interest, if any, on this
Security, or any part hereof, or for any claim based hereon or otherwise in
respect hereof, or of the indebtedness represented hereby, or upon any
obligation, covenant or agreement of the Company in the Indenture, against any
incorporator, direct or indirect stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation (either
directly or through the Company or any such successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all liability, if any, of
that character against every such incorporator, stockholder, officer and
director being by the acceptance hereof, and as a condition of and as part of
the consideration for the issue hereof, expressly waived and released.
305550.3
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<PAGE>
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ARISTAR, INC.
By: [SPECIMEN]
Senior Vice President
[SEAL]
Attest:
[SPECIMEN]
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated and issued under
the within mentioned Indenture.
Dated: October 9th, 1997
FIRST UNION NATIONAL BANK, as Trustee
By: [SPECIMEN]
Authorized Signatory
305550.3
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<PAGE>
--------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
Security, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM -- as tenants in common UNIF GIFT MIN ACT
TEN ENT -- as tenants by the
entireties with right
of survivorship and not Custodian
as tenants in common (Cust)
JT TEN -- as joint tenants
with right of survivor-
ship and not as tenants
in common (Minor)
Under Uniform Gifts
to Minor Act
(State)
Additional abbreviations may also be used though not in the above list.
-----------------
305550.3
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<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers to
INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
[------------]---------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- -----------------------------------------------------------------
- -----------------------------------------------------------------
the within Security of Aristar, Inc. and irrevocably constitutes
and appoints_____________________________________________________
to transfer said Security on the books of the within named Company, with full
power of substitution in the premises.
Dated: ___________ __________________________________
The signature to this
assignment must correspond
with the name as written
upon the face of the
Security in every
particular without
alteration or enlargement,
or any change whatsoever.
Signatures must be
guaranteed by an "eligible
guarantor institution"
meeting the requirements of
the Security Registrar,
which requirements include
membership or participation
in the Security Transfer
Agent Medallion Program
("STAMP") or such other
"signature guarantee
program" as may be
determined by the Security
Registrar in addition to,
or in substitution for,
STAMP, all in accordance
with the Securities
Exchange Act of 1934, as
amended.
305550.3
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