SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 jurisdic- (Commission File (I.R.S. Employer
tion of incorporation) Number) Identification No.)
8900 GRAND OAK CIRCLE, TAMPA, FLORIDA 33637-1050
(Address of principal executive offices)
(813) 6326-4500
Registrant's telephone number, including area code
<PAGE>
This Amendment No. 1 on Form 8-K/A amends the Registrant's Current Report
on Form 8-K filed January 25, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit Description
4(a) Officers' 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 (without attachment)
<PAGE>
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: February 5, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Description
4(a) Officers' 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 (without attachment)
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 979733051herein), 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, 1999, 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
<PAGE>
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.
This Officers' Certificate replaces the original Officers' Certificate
dated January 22, 1999. The sole purpose of this Officers' Certificate is to
correct a typographical error in the original Officers' Certificate with regard
to the first interest payment date on which interest shall be payable on the
Notes.
<PAGE>
IN WITNESS WHEREOF, this certificate shall be effective as of the 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
