<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) -
July 27, 1998
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
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
1 Terms Agreement dated July 28, 1998, among Aristar, Inc.
(the "Company") and Chase Securities Inc., Bear, Stearns &
Co. Inc., Deutsche Bank Securities Inc., Lehman Brothers
Inc., and Nesbitt Burns Inc. that 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 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.
4 Specimen Global 6.00% Senior Note due August 1, 2001.
23(a) Consent of Counsel - Foster Pepper & Shefelman PLLC.
23(b) Consent of Independent Accountants - Deloitte & Touche LLP.
23(c) Consent of Independent Accountants - PricewaterhouseCoopers LLP.
99 Materials used in connection with a telephone conference
with prospective investors on July 27, 1998.
</TABLE>
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARISTAR, INC.
By: /s/ FAY L. CHAPMAN
------------------------------------
Fay L. Chapman
Executive Vice President
Date: July 28, 1998
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
1 Terms Agreement dated July 28, 1998, among the Company and
Chase Securities Inc., Bear, Stearns & Co. Inc., Deutsche
Bank Securities Inc., Lehman Brothers Inc., and Nesbitt
Burns Inc. that 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 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.
4 Specimen Global 6.00% Senior Note due August 1, 2001.
23(a) Consent of Counsel - Foster Pepper & Shefelman PLLC.
23(b) Consent of Independent Accountants - Deloitte & Touche LLP.
23(c) Consent of Independent Accountants - PricewaterhouseCoopers LLP
99 Materials used in connection with a telephone conference
with prospective investors on July 27, 1998.
</TABLE>
4
<PAGE> 1
TERMS AGREEMENT
July 28, 1998
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 $200,000,000 aggregate principal amount of its 6.00% Senior Notes due
August 1, 2001 (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 99.476% of the principal amount thereof, together with accrued interest
thereon, if any, from July 31, 1998 to (but not including) the Delivery Date.
<TABLE>
<CAPTION>
Principal
Underwriter Amount
----------- -----------
<S> <C>
Chase Securities Inc................................................ $40,000,000
Bear, Stearns & Co. Inc............................................. 40,000,000
Deutsche Bank Securities Inc........................................ 40,000,000
Lehman Brothers Inc................................................. 40,000,000
Nesbitt Burns Inc................................................... 40,000,000
------------
Total....................................... $200,000,000
============
</TABLE>
The Underwritten Securities shall have the following terms:
<TABLE>
<S> <C>
Date of maturity: August 1, 2001
Interest rate: 6.00% per annum, payable semiannually
Initial public offering price: 99.826%, plus accrued interest, if any, from July 31, 1998
to (but not including) the Delivery Date
Interest payment dates: August 1 and February 1, commencing February 1, 1999
Redemption provisions: The Underwritten Securities are not redeemable
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
</TABLE>
<PAGE> 2
2
<TABLE>
<S> <C>
"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: Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Attention: Therese Esperdy
Delivery Date: 10:00 A.M., New York City time, on July 31, 1998
Place of closing: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
</TABLE>
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 July 28, 1998 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 second paragraph
below the table on page S-6 of the Prospectus Supplement concerning the public
offering price, concession and discount; (iv) the third paragraph below the
table on page S-6 of the Prospectus Supplement concerning overallotment,
stabilizing transactions and syndicate covering transactions; and (v) the second
sentence of the fourth paragraph below the table on page S-6.
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 (i) 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; (ii) the following
sentence is to be added to the end clause (c) of Paragraph 7 of such provisions:
"No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding."; (iii) clause (c) of Paragraph
8 of such provisions shall be replaced in its entirety by the following: "there
is an outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war if the effect of
any such event is to make it impracticable to proceed with the
<PAGE> 3
3
public offering or the delivery of the Underwritten Securities on the terms and
in the manner contemplated in the Prospectus as first amended or supplemented
relating to the Underwritten Securities, or"; (iv) 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; (v) the
first clause of Paragraph 9 of such provisions shall be replaced in its entirety
by the following: "The respective obligations of the Underwriters under this
Agreement with respect to the Underwritten Securities are subject to the
accuracy, on the date of the Terms Agreement and on the Delivery Date, of the
representations and warranties of the Company contained herein, to the accuracy
of the statements of the Company's officers made in any certificate furnished
pursuant to the provisions hereof, to the performance and observance by the
Company in all material respects of all covenants and agreements contained
herein, and to each of the following additional terms and conditions applicable
to the Underwritten Securities:"; and (vi) clause (j) of Paragraph 9 of such
provisions shall be replaced in its entirety by the following: "During the
period from the date of the Terms Agreement to and including the Delivery Date,
there shall have occurred no material adverse change and no development
involving a prospective material adverse change in the financial condition or
results of operations of the Company and its Subsidiaries taken as a whole."
Terms defined in such Underwriting Agreement Basic Provisions are used herein as
therein defined.
Please accept this offer no later than 6:00 P.M., New York City
time, on July 28, 1998 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 July 28, 1998, to purchase the Underwritten Securities on the
terms set forth therein."
Very truly yours,
CHASE SECURITIES INC.
BEAR, STEARNS & CO. INC.
DEUTSCHE BANK SECURITIES INC.
LEHMAN BROTHERS INC.
NESBITT BURNS INC.
By: CHASE SECURITIES INC.
By /s/ ROBERT TAYLOR
-------------------------------
(Chase Securities Inc.)
Accepted:
ARISTAR, INC.
By /s/ Marangal Domingo
------------------------------------
Marangal Domingo, Senior Vice President and Treasurer
<PAGE> 1
EXHIBIT 4
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.
6.00% SENIOR NOTE DUE AUGUST 1, 2001
No. 1 $200,000,000
CUSIP 040420BC4
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 Two Hundred Million Dollars ($200,000,000) on August 1, 2001, and to pay
interest thereon from July 31, 1998, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually on
February 1 and August 1 in each year, commencing February 1, 1999, at the rate
of 6.00% 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
January 15 or July 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, 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
<PAGE> 2
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 $200,000,000.
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 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
-2-
<PAGE> 3
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; 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
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, when 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.
-3-
<PAGE> 4
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.
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.
-4
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ARISTAR, INC.
By: ___________________________
Vice President
[SEAL]
Attest:
- -----------------------------
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: July 31, 1998
FIRST UNION NATIONAL BANK, as Trustee
By:_____________________________
Authorized Signatory
-5-
<PAGE> 6
--------------------
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.
-----------------
-6-
<PAGE> 7
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.
-7-
<PAGE> 1
EXHIBIT 23(a)
July 28, 1998
Aristar, Inc.
Hidden River Corporate Park
8900 Grand Oak Circle
Tampa, FL 33637-1050
Ladies and Gentlemen:
We hereby consent to the incorporation by reference of this letter as
an exhibit to the Company's Registration Statement on Form S-3 (File No.
333-29049) (the "Registration Statement"). We consent further to the reference
to our firm under the heading "Legal Opinions" in the Prospectus Supplement
dated July 28, 1998, to the Prospectus dated June 23, 1997, which forms a part
of the Registration Statement. In giving such consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
FOSTER PEPPER & SHEFELMAN PLLC
/s/ FOSTER PEPPER & SHEFELMAN PLLC
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Prospectus Supplement dated
July 28, 1998 to the Registration Statement of Aristar, Inc. on Form S-3, as
supplemented by the Prospectus dated June 23, 1997, of our report dated January
20, 1998, appearing in the Annual Report on Form 10-K of Aristar, Inc. for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus Supplement, which is part of the Registration
Statement.
/s/ DELOITTE & TOUCHE, LLP
- -----------------------------------
Deloitte & Touche, LLP
Tampa, Florida
July 28, 1998
<PAGE> 1
EXHIBIT 23 (c)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Prospectus
Supplement dated July 28, 1998 constituting part of the Registration Statement
on Form S-3 (No. 333-29049), as supplemented by the Prospectus dated June 23,
1997, of our report dated January 17, 1997 appearing on page 18 of Aristar
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. We also
consent to the reference to us under the heading "Experts" in such Prospectus
Supplement.
/s/ PRICEWATERHOUSECOOPERS LLP
- -------------------------------------
PricewaterhouseCoopers LLP
Tampa, Florida
July 28, 1998
<PAGE> 1
EXHIBIT 99
[LOGO] ARISTAR
1998 Strategic Plan
Craig Chapman
July 1998
Slide One
1
<PAGE> 2
[LOGO] ARISTAR
Operating Guidelines
To become a premier financial services company that provides a superior return
to its shareholders by:
* Focusing on our high margin growth businesses
* Becoming the low cost producer
* Having ownership in everything we do
* Superior execution
Slide Two
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<PAGE> 3
[LOGO] ARISTAR
Measures of Success
<TABLE>
<CAPTION>
WMI ARISTAR
--- -------
<S> <C> <C>
* ROE > 18.0% > 18.0%
* EPS Growth 15.0% 15.0%
* Efficiency Ratio < 50.0% 40.0%
* NPA/Total Assets < 1.0% n.a.
* Net Charge-Off n.a. 2.8%
</TABLE>
Slide Three
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<PAGE> 4
[LOGO] ARISTAR
Best in Class Comparison
<TABLE>
<CAPTION>
Best in Multi-Year Average 1997 Aristar
Class '97 Best in Class Aristar Target
--------- ------------- ------- ------
<S> <C> <C> <C> <C>
ROE 16.60% *(22.25%) 20.02% *(27.62%) 12.03% 18.0%
ROA 3.15% 3.02% *(3.73%) 1.96% 3.0%
Efficiency Ratio 42.25% 43.09% 48.01% 40.0%
Net Charge Off 2.34% 1.74% 3.00% 2.8%
</TABLE>
*Excludes Norwest due to third party servicing income
Slide Four
-4-
<PAGE> 5
[LOGO] ARISTAR
Sub-Prime/Consumer Finance Market Environment
* A- through C customers
* Market growing at 16-20%
* Consolidations of both large and small firms
* Smaller players have limited access to capital
Slide Five
-5-
<PAGE> 6
[LOGO] ARISTAR
Sub-Prime/Consumer Finance Market Environment (continued)
* Non-traditional entrants; Fannie Mae, Freddie Mac and Banks
* Pressure on margins due to competition
* Regulatory pressure on predatory sales practices
Slide Six
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<PAGE> 7
[LOGO] ARISTAR
Competitive Advantages
* "The Franchise" - Customer Relationship
* Number one position in small to mid-size markets
* Speed of service
* Flexibility of packaging
Slide Seven
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<PAGE> 8
[LOGO] ARISTAR
Strategy
* Build a national "Franchise"
* Grow the receivable base at or above market averages
* Diversify distribution beyond retail branch network
* Pursue acquisitions
Slide Eight
-8-
<PAGE> 9
[LOGO] ARISTAR
Strategy (continued)
* Institute a sales culture
* Become the low-cost producer
* Develop credit risk capabilities
Slide Nine
-9-
<PAGE> 10
[LOGO] ARISTAR
Strategy - Grow the Business
* Exploit existing customer base by;
- focusing on core products
- up-selling and cross-selling
* Reinforce our dominant position in small to mid-size markets
* Rationalize branch network
* Expand branch network to new markets
Slide 10
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<PAGE> 11
[LOGO] ARISTAR
Strategy - Grow the Business (continued)
* WAMU turndowns, cross-sells and checking customers
* Eliminate unprofitable ancillary products
* Develop segmentation and target marketing capabilities
* Manage business mix
* Take on our competition in primary markets
Slide Eleven
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<PAGE> 12
[LOGO] ARISTAR
Map of United States showing states in which offices of Aristar, Inc., and its
subsidiaries are located.
Aristar locations - Oregon, Idaho, California, Utah, Colorado, New Mexico,
Kansas, Oklahoma, Texas, Louisiana, Mississippi, Alabama, Georgia, Florida,
South Carolina, North Carolina, Tennessee, Kentucky, Illinois, Virginia, West
Virginia, Pennsylvania, New Jersey Delaware and Maryland.
Slide Twelve
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<PAGE> 13
[LOGO] ARISTAR
Diversification Opportunities
* Acquire customers through Washington Mutual in both branch and mortgage
business
* Wholesale and retail sub-prime
* Strategic Alliances
* Re-position Visa to centrally acquire new sub-prime customers (low
income/good credit)
* New customer acquisitions via direct mail and telemarketing
Slide Thirteen
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<PAGE> 14
[LOGO] ARISTAR
Strategy - Sales Culture
* Focus on sales:
- Establish individual sales quotas by product
* Upgrade sales personnel
* Re-design compensation plan
* Lead management system
* Remove non-sales activities
Slide Fourteen
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<PAGE> 15
[LOGO] ARISTAR
Strategy - Low Cost Producer
* Centralize Backroom -
Legal, bankrupts, payments, 120+ and BD recoveries
* Centralize sales finance processing
* Eliminate unprofitable ancillary products
* Reduce non-earning assets
Slide Fifteen
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<PAGE> 16
[LOGO] ARISTAR
Strategy - Low Cost Producer (continued)
* Rationalize process flows and implement productivity standards and
capacity models
* Examine corporate structure
* Match assets to legal entity
Slide Sixteen
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<PAGE> 17
[LOGO] ARISTAR
Strategy - Develop Credit Risk Capabilities
* New application scoring
* Adaptive control system
* Automated application processing
* Integrate with Washington Mutual
Slide Seventeen
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<PAGE> 18
[LOGO] ARISTAR
Loans Receivable at quarter-end (dollars in millions)
<TABLE>
<CAPTION>
YTD 98
6/30/98 3/31/98 12/31/97 Change
<S> <C> <C> <C> <C>
Real Estate 1,039 996 971 68
Personal Loans 1,005 989 1,015 (10)
Sales Finance 275 287 323 (48)
-------------------------------------------------------------------------------------
Total Loans 2,319 2,272 2,309 10
Reserve for loan losses (76) (74) (74) (2)
-------------------------------------------------------------------------------------
Total Loans net of Reserves 2,243 2,198 2,235 8
=====================================================================================
</TABLE>
Slide Eighteen
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<PAGE> 19
[LOGO] ARISTAR
Income Statement (dollars in millions)
<TABLE>
<CAPTION>
YTD YTD
--- ---
Q2'98 Q2'97 6/30/98 6/30/97
----- ----- ------- -------
<S> <C> <C> <C> <C>
Net Interest Income 68.0 61.4 134.9 122.3
Other Income 5.7 7.0 12.3 13.1
-----------------------------------------------------------------------------------
Net Margin 73.7 68.4 147.2 135.4
Provision for loan losses 18.3 15.6 36.3 31.0
G & A Expense 32.9 31.2 66.9 64.8
-----------------------------------------------------------------------------------
Net Income before taxes 22.5 21.6 44.0 39.6
Provision for income taxes 8.9 8.5 17.4 15.6
-----------------------------------------------------------------------------------
Net Income 13.6 13.1 26.6 24.0
===================================================================================
</TABLE>
Slide Nineteen
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<PAGE> 20
[LOGO] ARISTAR
Income Statement (as a percentage of average assets)
<TABLE>
<CAPTION>
YTD YTD
--- ---
Q2'98 Q2'97 6/30/98 6/30/97
----- ----- ------- -------
<S> <C> <C> <C> <C>
Net Interest Income 10.80 10.51 10.74 11.16
Other Income 0.92 1.20 0.98 1.19
-----------------------------------------------------------------------------------
Net Margin 11.72 11.71 11.71 12.35
Provision for loan losses 2.91 2.67 2.89 2.83
G & A Expense 5.23 5.34 5.32 5.91
-----------------------------------------------------------------------------------
Net Income before taxes 3.58 3.70 3.50 3.61
Provision for income taxes 1.41 1.46 1.39 1.42
-----------------------------------------------------------------------------------
Net Income 2.17 2.24 2.12 2.19
===================================================================================
</TABLE>
Slide Twenty
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<PAGE> 21
[LOGO] ARISTAR
60+ days Delinquencies as a % of Receivables, as determined on the last day of
each month.
(Graph)
<TABLE>
<S> <C>
Dec. '96 2.56%
Jan. '97 2.55%
Feb. '97 2.57%
Mar. '97 2.55%
April '97 2.53%
May '97 2.53%
Jun. '97 2.55%
Jul. '97 2.54%
Aug. '97 2.59%
Sep. '97 2.69%
Oct. '97 2.65%
Nov. '97 2.73%
Dec. '97 2.73%
Jan. '98 2.76%
Feb. '98 2.74%
Mar. '98 2.63%
Apr. '98 2.64%
May '98 2.66%
Jun. '98 2.68%
</TABLE>
Slide Twenty-one
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<PAGE> 22
[LOGO] ARISTAR
Net Charge-offs as a % of Receivables, as determined on the last day of each
month.
(Graph)
(Includes recovery of $700,000 on sale of Charged off receivables)
<TABLE>
<S> <C>
Dec. '96 0.75%
Jan. '96 0.82%
Feb. '96 0.82%
Mar. '97 0.86%
Apr. '97 0.85%
May '97 0.85%
Jun. '97 0.84%
Jul. '97 0.84%
Aug. '97 0.87%
Sep. '97 0.88%
Oct. '97 0.88%
Nov. '97 0.91%
Dec. '97 0.97%
Jan. '98 0.91%
Feb. '98 0.92%
Mar. '98 0.93%
Apr. '98 0.96%
May '98 0.78%
Jun. '98 0.88%
</TABLE>
Slide Twenty-one
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