<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): August 31, 1999
ARISTAR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-3521 95-4128205
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
</TABLE>
8900 GRAND OAK CIRCLE, TAMPA, FLORIDA 33637-1050
(Address of principal executive office)
(813) 632-4500
(Registrant's telephone number including area code)
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. 333-80147) 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 August 31, 1999, between the
Registrant and Banc One Capital Markets, Inc., First Union
Capital Markets Corp., ABN AMRO Incorporated, Nesbitt
Burns Securities Inc., BNY Capital Markets, Inc., Mellon
Financial Markets Inc. (filed herewith) that incorporates
by reference the Debt Securities Underwriting Agreement
Basic Provisions dated June 23, 1999 (incorporated herein
by reference to the Company's Current Report on Form 8-K
dated June 23, 1999).
4(a) Specimen Global 7-3/8% Senior Note due September 1, 2004
(filed herewith).
4(b) Specimen Global 7-3/8% Senior Note due September 1, 2004
(filed herewith).
</TABLE>
<PAGE> 2
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/ James R. Garner
-----------------------------
James R. Garner
Senior Vice President,
Secretary and General Counsel
2
<PAGE> 1
EXHIBIT 1
TERMS AGREEMENT
August 31, 1999
Aristar, Inc.
1201 Third Avenue
Suite 1500
Seattle, Washington 98101
Dear Sirs:
We (the "Underwriters" and the "Representative") understand that Aristar,
Inc., a Delaware corporation (the "Company"), proposes to issue and sell
$300,000,000 aggregate principal amount of its 7-3/8% Senior Notes due
September 1, 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 99.071% of the principal amount thereof.
<TABLE>
<CAPTION>
Principal
Underwriters Amount
------------ ------------
<S> <C>
Banc One Capital Markets, Inc......................... $120,000,000
First Union Capital Markets Corp...................... 120,000,000
ABN AMRO Incorporated................................. 24,000,000
Nesbitt Burns Securities Inc.......................... 24,000,000
BNY Capital Markets, Inc.............................. 6,000,000
Mellon Financial Markets Inc.......................... 6,000,000
------------
Total .............................. $300,000,000
============
</TABLE>
The Underwritten Securities shall have the following terms:
<TABLE>
<S> <C>
Date of maturity: September 1, 2004
Interest rate: 7-3/8% per annum, payable semiannually
Initial public offering price: 99.621%
Interest payment dates: September 1st and March 1st, commencing March 1, 2000
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
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
Specified address for notices: Banc One Capital Markets, Inc.
One First National Plaza
Suite IL1-0595
Chicago, Illinois 60670
Attention: Corporate Securities Structuring
Delivery Date: 11:00 A.M., New York City time, on September 7, 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 August 31, 1999 to the Company's Prospectus dated June 22, 1999
relating to the Underwritten Securities (the "Prospectus Supplement"): (i) the
table on page S-8 of the Prospectus Supplement, (ii) the second paragraph below
the table on page S-8 of the Prospectus Supplement concerning the public
offering price, concession and discount; (iii) the third and fourth sentences of
the fourth paragraph below the table on page S-8 of the Prospectus Supplement;
(iv) the sixth paragraph below the table on page S-8 of the Prospectus
Supplement concerning over-allotment, stabilizing transactions, syndicate
covering transactions and penalty bids; and (v) the fifth and sixth sentences of
the seventh paragraph below the table on page S-8 of the Prospectus Supplement.
All of the provisions contained in the document entitled "Aristar, Inc. --
Debt Securities -- Underwriting Agreement Basic Provisions" and dated June 23,
1999 (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) subparagraph (iv) of clause (c) of Paragraph 9 of such provisions shall
be deleted and shall be replaced in its entirety by the following: "(iv) The
Underwritten Securities and the Indenture conform in all material respects to
the statements concerning them contained on the cover page of the Prospectus and
of the Basic Prospectus and in the sections entitled "Certain Terms of the
Notes" in the Prospectus and entitled "Description of Debt Securities" in the
Basic Prospectus."
Terms defined in such Underwriting Agreement Basic Provisions are used
herein as therein defined.
<PAGE> 3
Please accept this offer no later than 11:00 P.M., New York City time, on
August 31, 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 August
31, 1999, to purchase the Underwritten Securities on the terms set forth
therein."
Very truly yours,
BANC ONE CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
ABN AMRO INCORPORATED
NESBITT BURNS SECURITIES INC.
BNY CAPITAL MARKETS, INC.
MELLON FINANCIAL MARKETS INC.
By: BANC ONE CAPITAL MARKETS, INC.
By: /s/ Jeffrey W. Kolb
--------------------------------
(Banc One Capital Markets, Inc.)
Name: Jeffrey W. Kolb
Title: Managing Director
By: FIRST UNION CAPITAL MARKETS CORP.
By: /s/ Keith J. Mauney
--------------------------------
(First Union Capital Markets Corp.)
Name: Keith J. Mauney
Title: Managing Director
Accepted:
Aristar, Inc.
By: /s/ Fay Chapman
-------------------------------
Name: Fay Chapman
Title: Executive Vice President
<PAGE> 1
EXHIBIT 4(2)
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.
7-3/8% SENIOR NOTES DUE SEPTEMBER 1, 2004
No. 1 $200,000,000
CUSIP: 040420BG5
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 September 1, 2004, and to pay
interest thereon from September 7, 1999, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on September 1 and March 1 in each year, commencing March 1, 2000, at the rate
of 7-3/8% 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
-1-
<PAGE> 2
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 August 15 or February 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 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 corporate trust office of Harris Trust and Savings
Bank in Chicago, Illinois, or 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 June 23, 1999 (herein called the
"Indenture"), between the Company and Harris Trust and Savings 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
-2-
<PAGE> 3
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 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
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<PAGE> 4
(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.
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: /s/ James R. Garner
------------------------------------
Senior Vice President
[SEAL]
Attest:
/s/ Whitney Luscko
- -------------------------------------
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: September 7, 1999
HARRIS TRUST AND SAVINGS BANK, as
Trustee
By: /s/ Daniel G. Donovan
------------------------------------
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 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.
7-3/8% SENIOR NOTES DUE SEPTEMBER 1, 2004
No. 2 $100,000,000
CUSIP: 040420BG5
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 Million Dollars ($100,000,000) on September 1, 2004, and to pay
interest thereon from September 7, 1999, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on September 1 and March 1 in each year, commencing March 1, 2000, at the rate
of 7-3/8% 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 August
15 or February 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
-1-
<PAGE> 2
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 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 corporate trust office of Harris Trust and Savings
Bank in Chicago, Illinois, or 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 June 23, 1999 (herein called the
"Indenture"), between the Company and Harris Trust and Savings 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 $100,000,000.
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.
-2-
<PAGE> 3
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; 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: /s/ James R. Garner
------------------------------------
Senior Vice President
[SEAL]
Attest:
/s/ Whitney Luscko
- ----------------------------------
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: September 7, 1999
HARRIS TRUST AND SAVINGS BANK, as
Trustee
By: /s/ Daniel G. Donovan
------------------------------------
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-
