<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) -
January 22, 1999
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
The exhibits listed in the accompanying Index to Exhibits relate to the
Registration Statement on Form S-3 (No. 333-29049) of the Registrant and are
filed herewith for incorporation by reference in such Registration Statement.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
1 Terms Agreement dated January 22, 1999, between the Registrant
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman,
Sachs & Co., and Salomon Smith Barney 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 Registrant's Registration Statement on
Form S-3 (No. 333-29049) under the Securities Act of 1933, as
amended
4(a) Certificate, dated as of January 22, 1999, pursuant to Section
301 of the Senior Indenture, dated as of October 1, 1997,
between the Registrant and First Union National Bank, as Senior
Trustee
4(b) Specimen Global 5.85% Senior Note due 2004
23(a) Consent of Counsel - Foster Pepper & Shefelman PLLC
23(b) Consent of Accountants - Deloitte & Touche LLP
23(c) Consent of Accountants - PricewaterhouseCoopers LLP
</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: January 22, 1999
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
1 Terms Agreement dated January 22, 1999, between the Registrant
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman,
Sachs & Co., and Salomon Smith Barney 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 Registrant's Registration Statement on
Form S-3 (No. 333-29049) under the Securities Act of 1933, as
amended
4(a) Certificate, dated as of January 22, 1999, pursuant to Section
301 of the Senior Indenture, dated as of October 1, 1997,
between the Registrant and First Union National Bank, as Senior
Trustee
4(b) Specimen Global 5.85% Senior Note due 2004
23(a) Consent of Counsel - Foster Pepper & Shefelman PLLC
23(b) Consent of Accountants - Deloitte & Touche LLP
23(c) Consent of Accountants - PricewaterhouseCoopers LLP
</TABLE>
4
<PAGE> 1
EXHIBIT 1
TERMS AGREEMENT
January 22, 1999
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 5.85% Senior Notes due
January 27, 2004 (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 99.25% of the principal amount thereof, together with accrued interest
thereon, if any, from January 27, 1999 to (but not including) the Delivery Date.
<TABLE>
<CAPTION>
Principal
Underwriter Amount
- ----------- ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated........ $120,000,000
Goldman, Sachs & Co....................................... 40,000,000
Salomon Smith Barney Inc.................................. 40,000,000
------------
Total................................... $ 200,000,000
============
</TABLE>
The Underwritten Securities shall have the following terms:
<TABLE>
<S> <C>
Date of maturity: January 27, 2004
Interest rate: 5.85% per annum, payable semiannually
Initial public offering price: 99.85%, plus accrued interest, if any, from January 27, 1999 to
(but not including) the Delivery Date
Interest payment dates: January 27th and July 27th, commencing July 27, 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 "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: Merrill Lynch & Co.
10877 Wilshire Blvd.
Suite 1900
</TABLE>
<PAGE> 2
2
<TABLE>
<S> <C>
Los Angeles, California 90024
Attention: Chris Del Moral-Niles
Delivery Date: 10:00 A.M., New York City time, on January 27, 1999
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 January 22, 1999 to the Company's Prospectus dated June 23,
1997 relating to the Underwritten Securities (the "Prospectus Supplement"): (i)
the second and third sentences of the first paragraph on page S-7 of the
Prospectus Supplement; (ii) the table on page S-7 of the Prospectus Supplement,
(iii) the second paragraph below the table on page S-7 of the Prospectus
Supplement concerning the public offering price, concession and discount; (iv)
the third sentence of the third paragraph below the table on page S-7 of the
Prospectus Supplement; (v) the fourth and fifth paragraphs below the table on
page S-7 of the Prospectus Supplement concerning overallotment, stabilizing
transactions and syndicate covering transactions; and (vi) as it relates to the
Underwriters, the sixth paragraph below the table on page S-7 of the Prospectus
Supplement concerning the absence of any representation with respect to the
direction, magnitude and continuance of the transactions described therein.
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 first sentence of clause (d) of Paragraph 1 of
such provisions shall be deleted and shall be replaced in its entirety
by the following: "From the dates as of which information is given in
the Registration Statement and the Prospectus, and except as described
therein, (i) there has not been any material adverse change or any
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 and (ii) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any
class of its capital stock.";
(iii) subparagraph (ii) of the first proviso in clause
(a) of Paragraph 7 of such provisions shall be deleted and and shall be
replaced in its entirety by the following: "and (ii) that with respect
to any Preliminary Prospectus or Prospectus, the foregoing
indemnification shall not inure to the benefit of any Underwriter, any
Participant or any person controlling that Underwriter or Participant on
account of any loss, claim, damage, liability or action arising from the
purchase of Securities by any person from that
<PAGE> 3
3
Underwriter or Participant, if that Underwriter or Participant in fact
failed to send or give a copy of the Prospectus (excluding documents
incorporated by reference) provided by the Company in accordance with
Paragraph 6(b) hereof (as such Prospectus may then be amended or
supplemented, in each case exclusive of the documents incorporated
therein by reference) to that person within the time required by the
Act;";
(iv) subparagraph (iii) of the proviso in the third
sentence of clause (c) of Paragraph 7 of such provisions shall be
deleted and shall be replaced in its entirety by the following: "or
(iii) the indemnifying party has failed to assume the defense of such
claim or action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim or action on
behalf of such indemnified party, it being understood, however, that the
indemnifying party shall not, in connection with any one such claim or
action or separate but substantially similar or related claims or
actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to
local counsel) at any time for all such indemnified parties, which firm
shall be designated in writing by the Representatives, if the
indemnified parties under this Paragraph consist of any Underwriter, any
Participant or any of their respective controlling persons, or by the
Company, if the indemnified parties under this Paragraph consist of the
Company of any of its directors, officers or controlling persons.";
(v) the following sentence in clause (c) of Paragraph 7
of such provisions shall be deleted in its entirety: "Each indemnified
party, as a condition of the indemnity agreements contained in Paragraph
7(a) and 7(b) hereof, shall use its best efforts to cooperate with the
indemnifying party in the defense of any such claim or action.";
(vi) the following sentence shall be inserted at the end
of 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.";
(vii) clause (a) of Paragraph 8 of such provisions shall
be deleted and shall be replaced in its entirety by the following: "(a)
trading in securities generally on the New York Stock Exchange is
suspended or minimum prices are established on that Exchange or trading
in any securities of the Company have been suspended by any exchange or
by the Commission";
(viii) clause (c) of Paragraph 8 of such provisions
shall be deleted and shall be replaced in its entirety by the following:
"(c) 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
<PAGE> 4
4
the 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";
(ix) clause (d) of Paragraph 8 of such provisions shall
be deleted and shall be replaced in its entirety by the following: "(d)
there shall have occurred such a material adverse change in general
economic, political or financial conditions (or the effect of
international conditions on the financial markets in the United States
shall be such) as to make it, in the judgment of a majority in interest
of the several Underwriters, impracticable or inadvisable to proceed
with the public offering or delivery of the Underwritten Securities on
the terms and in the manner contemplated in the Prospectus, or (e) the
rating of any of the Company's debt securities shall have been lowered
by either Moody's Investors Services, Inc. or Standard & Poor's or
either of such rating agencies shall have publicly announced that it has
placed any of the Company's debt securities on what is commonly termed a
"watch list" for possible downgrading.";
(x) 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;
(xi) the first clause of Paragraph 9 of such provisions
shall be deleted and 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:";
(xii) subparagraph (vii) in clause (c) of Paragraph 9 of
such provisions shall be deleted and shall be replaced in its entirety
by the following: "(vii) The Registration Statement, as of the time it
became effective, and the Prospectus, as of its issue date (except that,
in each case, no opinion need be expressed as to the financial
statements and schedules and other financial data contained or
incorporated by reference therein), complied as to form in all material
respects with the requirements of the Act and the Trust Indenture Act
and the rules and regulations of the Commission under said Acts, and the
documents incorporated by reference in the Prospectus, when filed with
the Commission (except that no opinion need be expressed as to the
financial statements and schedules and other financial data contained or
incorporated by reference therein), complied as to form in all material
respects with the applicable requirements of the Exchange Act and the
rules and regulations of the Commission thereunder; and (except that no
opinion need be expressed as to the financial statements and schedules
and other financial data contained or incorporated by reference therein)
nothing has come to the attention of such counsel to lead them to
believe that the Registration Statement, as of the time it became
effective, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus, as of
its date and as of the Delivery Date, contained any untrue statement of
a
<PAGE> 5
5
material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.";
(xiii) Paragraph 14 of such provisions shall be deleted
and shall be replaced in its entirety by the following: "14. All
representations, warranties, indemnities, and agreements of the Company
contained in this Agreement, or contained in certificates of officers
submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of the termination of this Agreement or any
investigation made by or on behalf of the Underwriters or any person
controlling the Underwriters or by or on behalf of the Company, and
shall survive each delivery of and payment for any of the Underwritten
Securities.";
and (xiv) clause (j) of Paragraph 9 of such provisions
shall be deleted and shall be replaced in its entirety by the following:
"(j) 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.
<PAGE> 6
6
Please accept this offer no later than 6:00 P.M., New York City
time, on January 22, 1999 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 January 22, 1999, to purchase the Underwritten Securities on the
terms set forth therein."
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,
GOLDMAN, SACHS & CO.,
SALOMON SMITH BARNEY INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BY /S/ Eric Wilson
--------------------------------------
(Merrill Lynch, Pierce, Fenner & Smith
Incorporated)
Name: Eric Wilson
Title: Managing Director
Accepted:
ARISTAR, INC.
By /s/ MARANGAL I. DOMINGO
----------------------------------
Name: Marangal I. Domingo
Title: Senior Vice President
<PAGE> 1
EXHIBIT 4(a)
ARISTAR, INC.
OFFICERS' CERTIFICATE
Pursuant to Section 301 of the Indenture dated as of October 1, 1997
(the "Indenture"), between Aristar, Inc. (the "Company"), and First Union
National Bank, as Trustee (the "Trustee"), relating to the Company's senior debt
securities (the "Senior Debt Securities"), including a series of such senior
debt securities designated "5.85% Senior Notes due 2004" (the "Notes"), the
undersigned hereby certify that the form and terms of the Notes were
established by action taken pursuant to a Board Resolution (as such term is
defined in the Indenture) by the written consent of the sole member of the
pricing committee of the board of directors of the Company dated as of January
22, 1999 (a copy of which Board Resolution is attached hereto and incorporated
herein), and that such form included the following terms:
1. the title of the Notes is "5.85% Senior Notes due 2004";
2. the aggregate principal amount of the Notes is $200,000,000;
3. the principal of the Notes shall, except as otherwise provided
in the Indenture, mature on January 27, 2004;
4. the Notes will bear interest at the rate of 5.85% per annum from
January 27, 1999, or from the most recent interest payment date
to which interest has been paid or duly provided for; the
interest payment dates on which such interest shall be payable
shall be January 27 and July 27 in each year commencing July 27,
1998, and the regular record dates for the payment of interest
on any interest payment date shall be (in each case whether or
not a business day) the January 12 or July 12, as the case may
be, next preceding such interest payment date;
5. the corporate trust office of First Union National Bank in the
Borough of Manhattan, The City of New York, shall be the office
or agency of the Company at which principal of and premium, if
any, and interest on the Notes shall be payable;
6. the Notes are not redeemable prior to maturity;
7. the Notes will be issued in fully registered form only, without
coupons, and in denominations of $1,000 and any larger amount
that is an integral multiple of $1,000;
8. the indebtedness represented by the Notes may be satisfied and
discharged by the Company at any time upon compliance with the
provisions of Section 403 of the Indenture; and
1
<PAGE> 2
9. the Notes shall initially be issued in the form of one or more
global securities and deposited with or on behalf of The
Depository Trust Company; interests in Notes issued in global
form may not be exchanged, in whole or in part, for the
individual securities represented thereby, except as provided in
the Indenture and except that the Company may at any time and in
its sole discretion determine not to have any of the Notes
represented by one or more global securities and, in such event,
will issue individual certificated notes in exchange for such
global securities.
Pursuant to Section 102 of the Indenture, the undersigned hereby certify
that all conditions precedent set forth in the Indenture (including any
covenants compliance with which constitutes a condition precedent) that relate
to the authentication and delivery of $200,000,000 in aggregate principal amount
of the Notes have been complied with.
The undersigned have read the conditions of the Indenture (including the
covenants compliance with which constitutes a condition precedent), and the
definitions therein relating thereto, relating to the authentication and
delivery of the Notes and the requirements for an officers' certificate set
forth in Section 102 thereof; they have examined the other provisions of the
Indenture and the documents accompanying this certificate that comprise with
this certificate an application for the authentication and delivery of the
Notes; they are informed of matters relevant to the statements and opinions
contained in this certificate through personal knowledge or examination of
records of the Company or reports or information furnished to them by the
officers or employees of the Company having knowledge of the relevant facts;
they have conferred with counsel with respect to the foregoing; and the
statements and opinions contained in this certificate are based on such
knowledge, examination and investigation.
In their opinions, they have made such examinations or investigations as
are necessary to enable them to express informed opinions as to whether or not
such conditions and covenants related to the authentication and delivery of the
Notes requested in such application to be authenticated and delivered have been
complied with; and, in their opinions, such conditions and covenants have been
complied with.
IN WITNESS WHEREOF, we have hereunto set our names, this 22nd day of
January, 1999.
/S/ Marangal I. Domingo
-----------------------------------------
MARANGAL I. DOMINGO
Senior Vice President
/S/ Fay L. Chapman
-----------------------------------------
FAY L. CHAPMAN
Executive Vice President
and Assistant Secretary
2
<PAGE> 1
EXHIBIT 4(b)
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.
5.85% SENIOR NOTES DUE 2004
No. 1 $200,000,000
CUSIP: 040420BD2
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 January 27, 2004, and to pay
interest thereon from January 27, 1999, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually on
January 27 and July 27 in each year, commencing July 27, 1999, at the rate of
5.85% 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 12 or July 12, 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
-1-
<PAGE> 2
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 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
-2-
<PAGE> 3
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; 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 $1,000 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:
--------------------------------------
Senior 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: January , 1999
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.
<TABLE>
<S> <C> <C>
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)
</TABLE>
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)
[LETTERHEAD]
January 22, 1999
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
January 22, 1999, to the Prospectus dated June 23, 1997, which forms a part of
the Registration Statement.
Very truly yours,
/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 January 22, 1999 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
January 22, 1999
Tampa, Florida
<PAGE> 1
EXHIBIT 23(C)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Prospectus
Supplement dated January 22, 1999 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
January 22, 1999
