<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration Number 33-55949
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 9, 1994.
$300,000,000
[LOGO] ASSOCIATES CORPORATION OF NORTH AMERICA
6 5/8% Senior Notes due May 15, 1998
Interest Payable May 15 and November 15
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The Notes will not be redeemable prior to their maturity. See "Description of
the Notes".
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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 Commissions Company(1)(2)
------------- ------------- -------------
<S> <C> <C> <C>
Per Note..................................... 99.88% .144% 99.736%
Total........................................ $299,640,000 $432,000 $299,208,000
</TABLE>
(1) Plus accrued interest, if any, from May 12, 1995.
(2) Before deduction of expenses payable by the Company estimated at $267,000.
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The Notes are offered by the Underwriter when, as and if issued by the
Company, delivered to and accepted by the Underwriter and subject to its right
to reject orders in whole or in part. It is expected that delivery of the Notes
will be made on or about May 12, 1995, against payment in immediately available
funds.
CS First Boston
The date of this Prospectus Supplement is May 5, 1995.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL 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, 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 YEAR ENDED DECEMBER 31
------------------------------------------------------------
1990 1991 1992 1993 1994
-------- -------- -------- -------- --------
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUE AND EARNINGS
Revenue --
Finance charges.................... $2,246.7 $2,753.2 $2,931.9 $3,250.7 $3,866.7
Insurance premiums................. 212.7 202.5 209.9 242.2 293.5
Investment and other income........ 197.3 163.3 182.8 196.7 227.7
-------- -------- -------- -------- --------
2,656.7 3,119.0 3,324.6 3,689.6 4,387.9
Expenses --
Interest expense................... 1,146.3 1,278.5 1,222.8 1,291.8 1,509.7
Operating expenses................. 586.6 705.4 807.4 979.6 1,191.6
Provision for losses on finance
receivables..................... 302.0 423.7 504.0 468.9 569.9
Insurance benefits paid or
provided........................ 96.8 91.1 100.0 114.9 144.1
-------- -------- -------- -------- --------
2,131.7 2,498.7 2,634.2 2,855.2 3,415.3
-------- -------- -------- -------- --------
Earnings Before Provision for Income
Taxes and Cumulative Effect of
Changes in Accounting Principles... 525.0 620.3 690.4 834.4 972.6
Provision for Income Taxes........... 185.8 219.6 240.7 310.7 369.1
-------- -------- -------- -------- --------
Earnings Before Cumulative Effect of
Changes in Accounting Principles... 339.2 400.7 449.7 523.7 603.5
Cumulative Effect of Changes in
Accounting Principles(a)........... -- -- (10.0) -- --
-------- -------- -------- -------- --------
Net Earnings......................... $ 339.2 $ 400.7 $ 439.7 $ 523.7 $ 603.5
======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges(b)......................... 1.46 1.48 1.56 1.64 1.64
======== ======== ======== ======== ========
</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 DECEMBER 31
1993 1994
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(IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents............................................ $ 261.6 $ 361.1
Investments in Marketable Securities(c)
Bonds and Notes................................................... 603.5 567.6
Stocks............................................................ 35.0 41.9
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Total Investments in Marketable Securities................... 638.5 609.5
Finance Receivables
Consumer Finance.................................................. 20,330.1 23,866.8
Commercial Finance................................................ 9,077.2 10,878.4
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Total Finance Receivables.................................... 29,407.3 34,745.2
Less -- Unearned finance income................................... 3,208.2 3,769.5
Allowance for losses on finance receivables............... 798.0 932.4
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25,401.1 30,043.3
Other Assets......................................................... 1,493.7 1,218.9
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Total Assets................................................. $27,794.9 $32,232.8
========= =========
Liabilities and Stockholders' Equity:
Notes Payable unsecured short-term
Commercial paper.................................................. $ 9,735.8 $11,640.5
Bank loans........................................................ 472.4 571.4
Long-Term Debt unsecured due within one year
Senior............................................................ 1,911.4 1,973.1
Subordinated...................................................... 100.0 --
Capital........................................................... 0.1 0.1
Accounts Payable and Accruals........................................ 840.2 726.0
Insurance Policy and Claims Reserves................................. 429.8 545.6
Long-Term Debt unsecured
Senior............................................................ 10,889.2 12,848.3
Subordinated...................................................... 141.2 141.2
Capital........................................................... 0.6 0.5
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Total Long-Term Debt......................................... 11,031.0 12,990.0
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Stockholders' Equity................................................. 3,274.2 3,786.1
--------- ---------
Total Liabilities and Stockholders' Equity................... $27,794.9 $32,232.8
========= =========
</TABLE>
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(c) The Company adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
effective March 31, 1994. Accordingly, at December 31, 1994, all
investments in marketable securities are carried at market value. At
December 31, 1993, investments in bonds and notes are carried at amortized
cost; market value on this date was $616.8 million.
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On April 19, 1995, the Company announced unaudited results for the three
months ended March 31, 1995. Such results, compared to the unaudited results of
operations for the similar period of the prior fiscal year, were as follows:
Revenue -- $1.3 billion (1995), $1.0 billion (1994); Earnings before Provision
for Income Taxes -- $259.6 million (1995), $224.7 million (1994); and Net
Earnings -- $166.0 million (1995), $140.5 million (1994).
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, will be issued under
an indenture dated as of October 15, 1994 (the "Indenture") between the Company
and NationsBank of Texas, N.A., as Trustee ("NationsBank"), will be limited to
$300,000,000 aggregate principal amount and will mature on May 15, 1998. The
Notes will bear interest at the rate per annum shown on the cover page of this
Prospectus Supplement from May 12, 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 November 15, 1995, to the
persons in whose names the Notes are registered at the close of business on the
last day of April and October, 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 NationsBank 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.
The Notes may be presented for payment or for transfer or exchange at the
Corporate Trust Office of NationsBank, presently located at 901 Main Street,
18th Floor, Dallas, Texas 75202, Attention: Corporate Trust Department or, at
the option of the holder, at NationsBank's corporate trust facility in the
Borough of Manhattan, The City of New York, presently located at 55 Broadway,
4th Floor, New York, New York 10006 (c/o NationsBank of New York, N.A.) or at
any other office or agency maintained by the Company for such purpose. The
Company may from time to time vary the location of any such offices but will at
all times maintain an office or agency in the Borough of Manhattan for
presentation for payment or for transfer or exchange. Wire transfer instructions
shall be provided to NationsBank at either of the aforementioned offices.
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
NationsBank serves as trustee with respect to two other series of Debt
Securities previously issued under the Indenture. NationsBank acts as depository
for funds of, extends credit to, and performs other banking services for, the
Company in the normal course of business.
S-4
<PAGE> 5
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated as of May 5, 1995, CS First Boston Corporation (the
"Underwriter") has agreed to purchase from the Company, and the Company has
agreed to sell to the Underwriter, the entire principal amount of the Notes.
The Underwriting Agreement provides that the obligations of the Underwriter
are subject to certain conditions precedent and that the Underwriter will be
obligated to purchase all of the Notes if any are purchased.
The Company has been advised by the Underwriter that the Underwriter
proposes to offer the Notes to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement and to certain dealers
at such price less a concession of .125% of the principal amount per Note, and
the Underwriter and such dealers may allow a discount of .100% of the principal
amount per Note on sales to certain other dealers. After the initial public
offering, the public offering price and such concession and discount to dealers
may be changed by the Underwriter.
The Company has been advised by the Underwriter that it 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 Underwriter against certain
liabilities, including civil liabilities under the Securities Act of 1933.
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 Underwriter 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
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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 UNDERWRITER. 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.
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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>
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ASSOCIATES CORPORATION
OF NORTH AMERICA
(LOGO)
$300,000,000
6 5/8% Senior Notes
due May 15, 1998
PROSPECTUS SUPPLEMENT
(LOGO) CS FIRST BOSTON
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