<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration Number 33-55949
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 9, 1994.
$400,000,000
LOGO ASSOCIATES CORPORATION
OF NORTH AMERICA
$200,000,000 5 3/4% Senior Notes due November 15, 1998
$200,000,000 6 3/8% Senior Notes due November 15, 2005
Interest payable on May 15 and November 15
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The 5 3/4% Senior Notes due November 15, 1998 (the "1998 Notes") and the 6 3/8%
Senior Notes due November 15, 2005 (the "2005 Notes"; together with the
1998 Notes, the "Notes") will not be redeemable prior to their
respective maturities. See "Description of the Notes".
------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
------------- ------------- -------------
<S> <C> <C> <C>
Per 1998 Note................................ 99.785% .212% 99.573%
Total........................................ $199,570,000 $424,000 $199,146,000
Per 2005 Note................................ 99.452% .589% 98.863%
Total........................................ $198,904,000 $1,178,000 $197,726,000
</TABLE>
(1) Plus accrued interest, if any, from November 21, 1995.
(2) Before deduction of expenses payable by the Company estimated at $356,000.
------------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery of the
Notes will be made on or about November 21, 1995, against payment in immediately
available funds.
CS First Boston
Citicorp Securities, Inc.
First Chicago Capital Markets, Inc.
The date of this Prospectus Supplement is November 16, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE NOTES OFFERED
HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SUMMARY FINANCIAL INFORMATION
The following summary of certain financial information of the Company and
its consolidated subsidiaries has been derived principally from information
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and its Quarterly Report on Form 10-Q for the nine months
ended September 30, 1995, available as described under "Documents Incorporated
by Reference", and is qualified in its entirety by the detailed information and
financial statements set forth therein.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
FOR THE YEAR ENDED DECEMBER 31 ENDED SEPTEMBER 30
-------------------------------------------------------- --------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN MILLIONS)
REVENUE AND EARNINGS
Revenue --
Finance charges............ $2,246.7 $2,753.2 $2,931.9 $3,250.7 $3,866.7 $2,794.6 $3,537.0
Insurance premiums......... 212.7 202.5 209.9 242.2 293.5 211.8 245.4
Investment and other
income................... 197.3 163.3 182.8 196.7 227.7 170.2 190.9
-------- -------- -------- -------- -------- -------- --------
2,656.7 3,119.0 3,324.6 3,689.6 4,387.9 3,176.6 3,973.3
Expenses --
Interest expense........... 1,146.3 1,278.5 1,222.8 1,291.8 1,509.7 1,082.9 1,460.7
Operating expenses......... 586.6 705.4 807.4 979.6 1,191.6 849.9 1,046.0
Provision for losses on
finance receivables..... 302.0 423.7 504.0 468.9 569.9 422.4 533.5
Insurance benefits paid or
provided................ 96.8 91.1 100.0 114.9 144.1 108.7 99.9
-------- -------- -------- -------- -------- -------- --------
2,131.7 2,498.7 2,634.2 2,855.2 3,415.3 2,463.9 3,140.1
-------- -------- -------- -------- -------- -------- --------
Earnings Before Provision for
Income Taxes and Cumulative
Effect of Changes in
Accounting Principles...... 525.0 620.3 690.4 834.4 972.6 712.7 833.2
Provision for Income Taxes... 185.8 219.6 240.7 310.7 369.1 268.4 306.3
-------- -------- -------- -------- -------- -------- --------
Earnings Before Cumulative
Effect of Changes in
Accounting Principles...... 339.2 400.7 449.7 523.7 603.5 444.3 526.9
Cumulative Effect of Changes
in Accounting
Principles(a).............. -- -- (10.0) -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Earnings................. $ 339.2 $ 400.7 $ 439.7 $ 523.7 $ 603.5 $ 444.3 $ 526.9
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges(b)................. 1.46 1.48 1.56 1.64 1.64 1.65 1.57
==== ==== ==== ==== ==== ==== ====
</TABLE>
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(a) The Company recorded a one-time cumulative effect of changes in accounting
principles related to the adoption, effective January 1, 1992, of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", and SFAS No. 109, "Accounting for Income Taxes".
(b) For purposes of computing the Ratio of Earnings to Fixed Charges, "earnings"
represent earnings before provision for income taxes and cumulative effect
of changes in accounting principles, plus fixed charges. "Fixed charges"
represent interest expense and a portion of rentals representative of an
implicit interest factor for such rentals.
S-2
<PAGE> 3
SUMMARY FINANCIAL INFORMATION -- (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31 SEPTEMBER 30
1994 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
(IN MILLIONS)
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents......................................... $ 361.1 $ 327.6
Investments in Debt and Equity Securities
Bonds and Notes................................................ 567.6 864.0
Stocks......................................................... 41.9 12.7
--------- ----------
Total Investments in Debt and Equity Securities........... 609.5 876.7
Finance Receivables, net of unearned finance income
Consumer Finance............................................... 21,159.8 24,004.6
Commercial Finance............................................. 9,815.9 11,065.6
--------- ----------
Total Net Finance Receivables............................. 30,975.7 35,070.2
Allowance for Losses on Finance Receivables....................... (932.4) (1,065.4)
Other Assets...................................................... 1,218.9 1,182.8
--------- ----------
Total Assets.............................................. $32,232.8 $ 36,391.9
========= ==========
Liabilities and Stockholders' Equity:
Notes Payable, unsecured short-term
Commercial paper............................................... $11,640.5 $ 12,837.7
Bank loans..................................................... 571.4 --
Long-Term Debt, unsecured due within one year
Senior......................................................... 1,973.1 2,575.5
Subordinated................................................... -- --
Capital........................................................ 0.1 0.1
Accounts Payable and Accruals..................................... 726.0 909.5
Insurance Policy and Claims Reserves.............................. 545.6 594.7
Long-Term Debt, unsecured
Senior......................................................... 12,848.3 14,998.4
Subordinated................................................... 141.2 141.2
Capital........................................................ 0.5 0.5
--------- ----------
Total Long-Term Debt...................................... 12,990.0 15,140.1
Stockholders' Equity.............................................. 3,786.1 4,334.3
--------- ----------
Total Liabilities and Stockholders' Equity................ $32,232.8 $ 36,391.9
========= ==========
</TABLE>
---------------------
On October 12, 1995, Ford Motor Company ("Ford"), the ultimate parent of
the Company, announced that it is reviewing its own possible strategic actions,
which could include a partial sale of the Company's immediate parent
corporation, Associates First Capital Corporation. Ford has stated that whether
any transaction would occur, and the possible timing of any such transaction,
have not been determined.
S-3
<PAGE> 4
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions of the
Debt Securities set forth in the Prospectus, to which description reference is
hereby made.
GENERAL
The Notes will constitute senior debt of the Company. The 1998 Notes and
the 2005 Notes will be issued as separate series under an indenture dated as of
October 15, 1994 (the "Indenture") between the Company and Citibank, N.A., as
Trustee ("Citibank"), and each series will be limited to $200,000,000 aggregate
principal amount. The 1998 Notes will mature on November 15, 1998, and the 2005
Notes will mature on November 15, 2005. Each series of Notes will bear interest
at the applicable rate per annum shown on the cover page of this Prospectus
Supplement from November 21, 1995 or from the most recent Interest Payment Date
to which interest has been paid or provided for, payable semiannually on May 15
and November 15 of each year, commencing on May 15, 1996, to the persons in
whose names the Notes are registered at the close of business on the April 30
and the October 31, as the case may be, next preceding such Interest Payment
Date. Payment of interest will be made by check mailed to the persons entitled
thereto; provided, however, that such payment of interest will be made by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by Citibank at its Corporate Trust
Office not later than five business days prior to the record date for the
applicable Interest Payment Date. Payment of principal at maturity will be made
in immediately available funds upon surrender of a Note at the Corporate Trust
Office or agency of Citibank located in the Borough of Manhattan, The City of
New York.
The Notes are to be issued only in registered form without coupons in
denominations of $1,000 and any multiple of $1,000.
REDEMPTION
The Notes are not redeemable prior to maturity.
CONCERNING THE TRUSTEE
Citibank serves as trustee with respect to seven other series of Debt
Securities previously issued under the Indenture. Citibank acts as depository
for funds of, extends credit to, and performs other banking services for, the
Company in the normal course of business. Citibank is an affiliate of Citicorp
Securities, Inc., one of the Underwriters.
S-4
<PAGE> 5
UNDERWRITING
Under the terms and subject to the conditions contained in the Underwriting
Agreement dated November 16, 1995 (the "Underwriting Agreement"), the
Underwriters named below (the "Underwriters"), for whom CS First Boston
Corporation, Citicorp Securities, Inc. and First Chicago Capital Markets, Inc.
are acting as representatives (the "Representatives"), have severally but not
jointly agreed to purchase from the Company the following respective principal
amounts of the 1998 Notes and the 2005 Notes:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
UNDERWRITER 1998 NOTES 2005 NOTES
--------------------------------------------------------- ------------ ------------
<S> <C> <C>
CS First Boston Corporation.............................. $145,000,000 $155,000,000
Citicorp Securities, Inc................................. 30,000,000 20,000,000
First Chicago Capital Markets, Inc....................... 15,000,000 15,000,000
Trilon International Inc................................. 10,000,000 10,000,000
------------ ------------
Total............................................... $200,000,000 $200,000,000
============ ============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the 1998 Notes and all of the
2005 Notes if any of the Notes are purchased.
The Company has been advised by the Representatives that the Underwriters
propose to offer the Notes to the public initially at the respective public
offering prices set forth on the cover page of this Prospectus Supplement and,
through the Representatives, to certain dealers at a price that represents a
concession not in excess of .150% of the principal amount per 1998 Note and not
in excess of .350% of the principal amount per 2005 Note. The Underwriters and
such dealers may allow a discount not in excess of .125% of the principal amount
per 1998 Note and not in excess of .250% per 2005 Note, to certain other
dealers. After the initial public offering, the public offering prices and such
concessions and discounts to dealers may be changed by the Representatives.
The Company has been advised by the Representatives that one or more of the
Underwriters currently intends to make a market in the Notes, but may
discontinue such market making at any time without notice. The Company cannot
predict the liquidity of any trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, or
contribute to payments which the Underwriters may be required to make in respect
thereof.
In the ordinary course of their businesses, affiliates of the
Representatives have engaged, and may in the future engage, in commercial
banking transactions with the Company.
LEGAL OPINIONS
The legality of the Notes will be passed upon for the Company by its
Assistant General Counsel, Timothy M. Hayes, 250 Carpenter Freeway, Irving, TX
75062-2729, and for the Underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
a limited liability partnership including professional corporations, 125 West
55th Street, New York, New York 10019.
S-5
<PAGE> 6
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Summary Financial Information......... S-2
Description of the Notes.............. S-4
Underwriting.......................... S-5
Legal Opinions........................ S-5
PROSPECTUS
Available Information................. 2
Documents Incorporated by Reference... 2
The Company........................... 3
Application of Proceeds............... 3
Description of Debt Securities........ 4
Description of Warrants............... 8
Plan of Distribution.................. 9
Legal Opinions........................ 10
Experts............................... 10
</TABLE>
================================================================================
================================================================================
$400,000,000
LOGO ASSOCIATES CORPORATION
OF NORTH AMERICA
$200,000,000
5 3/4% Senior Notes
due November 15, 1998
$200,000,000
6 3/8% Senior Notes
due November 15, 2005
PROSPECTUS SUPPLEMENT
CS First Boston
Citicorp Securities, Inc.
First Chicago Capital
Markets, Inc.
================================================================================
