<PAGE>
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) February 6, 1995
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) 1-6154
(I.R.S. Employer
Identification Number) 74-1494554
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 541-4000<PAGE>
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits relate to the Registrant's Registration No.
33-55949 on Form S-3 with respect to which the Registrant
commenced an offering on February 6, 1995 of $300,000,000 principal
amount of 7 3/4% Senior Notes due February 15, 2005:
4(a) - Definitive Form of Note
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.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By: /s/R. W. Ulrich
Senior Vice President
and Treasurer
Date: February 10, 1995<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4(a) - Definitive Form of Note
/TEXT
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>SPECIMEN NOTE
<PAGE>
<PAGE>
REGISTERED REGISTERED
NUMBER
R $
[LOGO]
CUSIP
SEE REVERSE FOR CERTAIN DEFINITIONS
ASSOCIATES CORPORATION OF NORTH AMERICA
7 3/4 % Senior Note Due February 15, 2005
Associates Corporation of North America, a Delaware corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to) for value received, hereby promises to
pay
to or registered assigns, the sum of Dollars on
February 15, 2005, and to pay interest (computed on the basis of a 360-day
year of twelve 30-day months) thereon from February 13, 1995, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually, on February 15 and August 15 in each year, commencing
August 15, 1995, and at Maturity, at the rate per annum specified in the title
of this Note, 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 said Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities as
defined in said Indenture) is registered at the close of business on January
31 or July 31, as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Registered Holder on such January 31 or July 31, as
the case may be, and may be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on a
record date not less than 10 days prior to the date fixed by the Trustee for
payment of such defaulted interest, notice of which record date shall be given
to Holders of Notes not less than 15 days prior to such record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as maybe required by such exchange, all as more fully
provided in said Indenture. Payment of the principal of and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, or at such
additional offices or agencies maintained for such purpose as the Company may
from time to time designate, 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 (i) payment of interest will be made
(subject to collection) by check mailed to the address of the Person entitled
thereto as such address shall appear on the Securities Register or, if
appropriate wire transfer instructions have been received in writing by the
Trustee at its Corporate Trust Office not later than five Business Days prior
to the record date for an applicable Interest Payment Date, by wire transfer
of immediately available funds and (ii) payment of principal hereof at
Maturity will be made in immediately available funds upon surrender of this
Note at the Corporate Trust Office or agency of the Trustee located in the
Borough of Manhattan, The City of New York, or at such additional offices or
agencies maintained for such purpose as the Company may from time to time
designate.
The Notes of this series are subject to repayment on February 15, 2000 at the
option of the Holders thereof exercisable during the period from and including
December 15, 1999 to and including January 15, 2000 at a repayment price equal
to the principal amount thereof to be repaid, together with interest payable
thereon to the repayment date, as described on the reverse hereof.
Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for
under the within-mentioned Indenture.
Citibank, N. A., as Trustee
By Authorized Signatory
ASSOCIATES CORPORATION OF NORTH AMERICA ATTEST: By
Secretary Chairman of the Board
Facsimile Signature Facsimile Seal Facsimile Signature
<PAGE>
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA
7 3/4% SENIOR NOTE DUE FEBRUARY 15, 2005
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, which series is limited
in aggregate principal amount to $300,000,000, all such Securities issued
and to be issued under an indenture dated as of October 15, 1994 (hereinafter
called the "Indenture"), between the Company and CITIBANK, N.A., as Trustee,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a specification of the rights and limitation of rights thereunder of
the Holders of the Securities and of the rights, obligations, duties and
immunities of the Trustee and of the Company. As provided in the Indenture,
the Securities may be issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
Events of Default and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Securities designated therein
as 7 3/4% Senior Notes due February 15, 2005 (the "Notes").
The Notes may not be redeemed at the option of the Company prior to their
Stated Maturity.
The Notes are subject to repayment on February 15, 2000, in whole or in part,
in increments of $1,000 or integral multiples of $1,000 in excess of $1,000,
provided that the portion of the principal amount of any Note not being repaid
shall be at least $1,000, at the option of the Holders thereof at a repayment
price equal to the principal amount thereof to be repaid, together with
interest payable thereon to the repayment date. For this Note to be repaid at
the option of the Holder, the Company must receive at its office or agency in
the Borough of Manhattan, the City of New York, during the period from and
including December 15, 1999 to and including January 15, 2000 or, if January
15, 2000 is not a Business Day, the next succeeding Business Day, (i) this
Note, with the form entitled "Option to Elect Repayment" below duly completed
or (ii) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of
America setting forth the name of the Holder of the Note, the principal amount
of the Note, the amount of such Note to be repaid, a statement that the option
to elect repayment is being made thereby and a guarantee that the Note to be
repaid with the form entitled "Option to Elect Repayment" on the reverse
thereof duly completed will be received by the Company no later than five
Business Days after the date of such telegram, telex, facsimile transmission
or letter, and such Note and form duly completed are received by the Company
by such fifth Business Day. Either form of notice duly received during the
period from and including December 15, 1999 to and including January 15, 2000
shall be irrevocable. All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Notes for repayment will be
determined by the Company, whose determination shall be final and binding.
If an Event of Default with respect to the Notes, as defined in the Indenture,
shall occur and be continuing, the principal of all the Notes 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 under the Indenture at
any time by the Company with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Indenture, of each series of Securities to be affected
thereby. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of any
series at the time Outstanding, as defined in the Indenture, on behalf of the
Holders of all the Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences with respect to such
series. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable on the Securities Register of the Company,
upon surrender of this Note for registration of transfer at the office or
agency of the Company to be maintained for that purpose at the Corporate
Trust Office of the Trustee or at such additional offices or agencies
maintained for such purpose as the Company may from time to time designate,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. As provided in
the Indenture and subject to certain limitations therein set forth, Notes
are exchangeable for a like aggregate principal amount of Notes of a like
tenor and of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such
transfer or exchange, other than certain exchanges not involving any transfer.
Certain terms used in this Note which are defined in the Indenture have the
meanings set forth therein.
THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
The Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay
the within Note (or portion thereof specified below) pursuant to its terms at
a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at Tax I.D. No.:
(Please Print or Typewrite Name, Address and Tax Identification Number of the
Undersigned)
For this Note to be repaid the Company must receive at its office or agency in
the Borough of Manhattan, The City of New York or at such additional place or
places of which the Company shall from time to time notify the Holder of the
within Note, during the period from and including December 15, 1999 to and
including January 15, 2000 or, if January 15, 2000 is not a Business Day, the
next succeeding Business Day, (i) this Note with this "Option to Elect
Repayment" form duly completed or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder
of the Note, the principal amount of the Note, the amount of the Note to be
repaid, a statement that the option to elect repayment is being made thereby
and a guarantee that the Note to be repaid with the form entitled "Option to
Elect Repayment" on the reverse of the Note duly completed will be received by
the Company not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter, and such Note and form duly completed
are received by the Company by such fifth Business Day.
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be $1,000 or an integral multiple of
$1,000 in excess of $1,000) which the Holder elects to have repaid: $
; and specify the denomination or denominations (which shall be $1,000 or an
integral multiple of $1,000 in excess of $1,000) of the Note or Notes to be
issued to the Holder for the amount of the portion of the within Note not
being repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid): $ .
NOTICE: The signature on this Option to Elect Repayment must correspond with
the name as written upon the face of the instrument in every particular
without alteration or enlargement or any other change whatsoever.
The following abbreviations, when used in the inscription on the face of this
instrument, 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 Custodian Cust Minor under Uniform Gifts to Minors Act
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________ PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE
__________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)
__________________________________________________________
the within instrument of ASSOCIATES CORPORATION OF NORTH AMERICA and
does hereby irrevocably constitute and appoint
_____________________________________________________________Attorney to
transfer said instrument on the books of the within-named Company, with full
power of substitution in the premises.
Dated __________________________________
________________________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within instrument in every
particular, without alteration or enlargement or any change whatever.
