ARISTAR INC
8-K, 1999-05-18
PERSONAL CREDIT INSTITUTIONS
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<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): May 17, 1999

                                  ARISTAR, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                          1-3521               95-4128205
(State or other jurisdiction       (Commission File No.)      (IRS Employer
    of incorporation)                                       Identification No.)

                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. 333-29049) of the Registrant and are
filed herewith for incorporation by reference in such Registration Statement.

       Exhibit          Description
       -------          -----------

          1             Terms Agreement dated May 12, 1999, between the
                        Registrant and NationsBanc Montgomery Securities LLC,
                        Banc One Capital Markets, Inc., First Union Capital
                        Markets Corp. and Nesbitt Burns Securities 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)           Specimen Global 6.00% Senior Note due May 15, 2002

        23(a)           Consent of Counsel - Heller Ehrman White & McAuliffe

        23(b)           Consent of Accountants - Deloitte & Touche LLP

        23(c)           Consent of Accountants - PricewaterhouseCoopers LLP


<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



<PAGE>   1
                                                                       Exhibit 1
                                 TERMS AGREEMENT

May 12, 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 $ 150,000,000 aggregate principal amount of its 6.00% Senior Notes due May
15, 2002 (the "Underwritten Securities"). Subject to the terms and conditions
set forth herein or incorporated by reference herein, the Underwriters hereby
offer to purchase, severally and not jointly, the principal amount of
Underwritten Securities set forth opposite their respective names below at
99.434% of the principal amount thereof, together with accrued interest thereon,
if any, from May 17, 1999 to (but not including) the Delivery Date.

<TABLE>
<CAPTION>
                                                                                                     Principal
                    Underwriters                                                                       Amount 
                    ------------                                                                    ------------
<S>                                                                                                 <C>         
         NationsBanc Montgomery Securities LLC................................................      $ 90,000,000
         Banc One Capital Markets, Inc........................................................        20,000,000
         First Union Capital Markets Corp.....................................................        20,000,000
         Nesbitt Burns Securities Inc.........................................................        20,000,000
                                                                                                    ------------
                                     Total....................................................      $150,000,000
                                                                                                    ============
</TABLE>

         The Underwritten Securities shall have the following terms:

Date of maturity:                  May 15, 2002

Interest rate:                     6.00% per annum, payable semiannually

Initial public offering price:     99.784%, plus accrued interest, if any, from
                                   May 17, 1999 to (but not including) the
                                   Delivery Date

Interest payment dates:            May 15th and November 15th, commencing
                                   November 15, 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


<PAGE>   2
Specified funds for payment
of purchase price:                 Wire transfer of immediately available funds

Specified address for notices:     NationsBanc Montgomery Securities LLC
                                   NC1-007-07-01
                                   100 North Tryon Street
                                   Charlotte, North Carolina 28255
                                   Attention: Legal Department

Delivery Date:                     10:00 A.M., New York City time, on May 17,
                                   1999

Place of closing:                  Simpson Thacher & Bartlett
                                   425 Lexington Avenue
                                   New York, New York 10017

         The Underwriters hereby confirm that they have furnished to the Company
in writing the following information for inclusion in the Company's Prospectus
Supplement dated May 12, 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.";


                                       2
<PAGE>   3
                  (iii) subparagraph (ii) of the first proviso in clause (a) of
         Paragraph 7 of such provisions shall be deleted 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 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";


                                       3
<PAGE>   4
                  (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 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 


                                       4
<PAGE>   5
         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 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.

         Please accept this offer no later than 11:00 P.M., New York City time,
on May 12, 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
May 12 , 1999, to purchase the Underwritten Securities on the terms set forth
therein."

                                     Very truly yours,

                                     NATIONSBANC MONTGOMERY SECURITIES LLC
                                     BANC ONE CAPITAL MARKETS, INC.
                                     FIRST UNION CAPITAL MARKETS CORP.
                                     NESBITT BURNS SECURITIES INC.

                                     By:  NATIONSBANC MONTGOMERY SECURITIES LLC


                                     By:______________________________________
                                        (NationsBanc Montgomery Securities LLC)
                                        Name:_________________________________
                                        Title:________________________________


Accepted:


                                       5
<PAGE>   6

ARISTAR, INC.

By:_________________________________________
Name:_______________________________________
Title:______________________________________




                                       6

<PAGE>   1
                                                                    Exhibit 4(a)

         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 NOTES DUE May 15, 2002

No. 1                                                               $150,000,000
                                                                CUSIP: 040420BE0

         ARISTAR, INC., a Delaware corporation (herein called the "Company",
which term shall refer to such Company until a successor corporation shall have
become such pursuant to the provisions of the Indenture referred to herein and
thereafter "Company" shall mean such successor corporation), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of One Hundred Fifty Million Dollars ($150,000,000) on May 15, 2002, and to pay
interest thereon from May 17, 1999, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually on May
15 and November 15 in each year, commencing November 15, 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 May 1
or November 1 as the case may be, next preceding such Interest Payment Date. Any
interest not 


                                       7
<PAGE>   2
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 office or agency of the Company maintained for
that purpose in the Borough of Manhattan, in The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

         This security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997 (herein called the
"Indenture"), between the Company and First Union National Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee or
trustees under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $150,000,000.

         The Securities are not redeemable at the option of the Company prior to
Stated Maturity.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of all series to be affected (acting as one
class). The Indenture also provides that, regarding the Securities of any
series, the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of such series may waive certain past
defaults and their consequences on behalf of the Holders of all Securities of
such series. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


                                       8
<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.


                                       9
<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.


                                       10
<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:  May       , 1999

                                       FIRST UNION NATIONAL BANK, as Trustee



                                       By:_____________________________
                                            Authorized Signatory


                                       11
<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.

- -----------------


                                       12
<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.


                                       13

<PAGE>   1
                                                                   Exhibit 23(a)


                                  May 17, 1999





Aristar, Inc.
Hidden River Corporate Park
8900 Grand Oak Circle
Tampa, FL 33637-1050

         ARISTAR, INC. $150,000,000 SENIOR NOTES DUE MAY 15, 2002

Dear 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 May 12, 1999, to the Prospectus dated June 23, 1997, which forms a part of
the Registration Statement.

                                       Very truly yours,

                                       HELLER EHRMAN WHITE & MCAULIFFE



<PAGE>   1
                                                                   Exhibit 23(b)


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Prospectus Supplement dated
may 12, 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
19, 1999, appearing in the Annual Report on Form 10-K of Aristar, Inc. for the
year ended December 31, 1998 and to the reference to us under the heading
"Experts" in the Prospectus Supplement, which is part of the Registration
Statement.


/s/ Deloitte & Touche

Deloitte & Touche

May 12, 1999
Tampa, Florida



<PAGE>   1
                                                                   Exhibit 23(c)


               CONSENT TO INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-29049), as supplemented by the Prospectus dated
June 23, 1997 and the Prospectus Supplemented dated May 11, 1999, of our report
dated January 17, 1997 appearing on page 20 of Aristar, Inc's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Tampa, Florida
May 11, 1999





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