<PAGE> 1
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 9, 1994.
$300,000,000
[LOGO] ASSOCIATES CORPORATION
OF NORTH AMERICA
6 3/8% Senior Notes due July 15, 2002
Interest Payable January 15 and July 15
------------------
The Notes will not be redeemable prior to their maturity. 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 Note..................................... 99.637% .333% 99.304%
Total........................................ $298,911,000 $999,000 $297,912,000
</TABLE>
(1) Plus accrued interest, if any, from July 12, 1995.
(2) Before deduction of expenses payable by the Company estimated at $267,000.
------------------
The Notes are offered by the 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 July 12, 1995, against payment in immediately
available funds.
CS First Boston
NationsBanc Capital Markets, Inc.
Citicorp Securities, Inc.
Deutsche Bank Securities
Corporation
The date of this Prospectus Supplement is July 7, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS 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 and its Quarterly Report on Form 10-Q for the three months
ended March 31, 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 THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31 ENDED MARCH 31
-------------------------------------------------------- --------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <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 $ 892.1 $1,121.2
Insurance premiums........ 212.7 202.5 209.9 242.2 293.5 63.0 81.9
Investment and other
income................. 197.3 163.3 182.8 196.7 227.7 59.4 60.1
-------- -------- -------- -------- -------- -------- --------
2,656.7 3,119.0 3,324.6 3,689.6 4,387.9 1,014.5 1,263.2
Expenses --
Interest expense.......... 1,146.3 1,278.5 1,222.8 1,291.8 1,509.7 333.4 462.5
Operating expenses........ 586.6 705.4 807.4 979.6 1,191.6 290.5 333.5
Provision for losses on
finance receivables.... 302.0 423.7 504.0 468.9 569.9 126.7 171.3
Insurance benefits paid or
provided............... 96.8 91.1 100.0 114.9 144.1 39.2 36.3
-------- -------- -------- -------- -------- -------- --------
2,131.7 2,498.7 2,634.2 2,855.2 3,415.3 789.8 1,003.6
-------- -------- -------- -------- -------- -------- --------
Earnings Before Provision
for Income Taxes and
Cumulative Effect of
Changes in Accounting
Principles................ 525.0 620.3 690.4 834.4 972.6 224.7 259.6
Provision for Income
Taxes..................... 185.8 219.6 240.7 310.7 369.1 84.2 93.6
-------- -------- -------- -------- -------- -------- --------
Earnings Before Cumulative
Effect of Changes in
Accounting Principles..... 339.2 400.7 449.7 523.7 603.5 140.5 166.0
Cumulative Effect of Changes
in Accounting
Principles(a)............. -- -- (10.0) -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Earnings................ $ 339.2 $ 400.7 $ 439.7 $ 523.7 $ 603.5 $ 140.5 $ 166.0
======= ======= ======= ======= ======= ======= =======
Ratio of Earnings to Fixed
Charges(b)................ 1.46 1.48 1.56 1.64 1.64 1.67 1.56
---- ---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ---- ----
</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 MARCH 31
1994 1995
----------- -----------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents.......................................... $ 361.1 $ 225.7
Investments in Debt and Equity Securities
Bonds and Notes................................................. 567.6 744.9
Stocks.......................................................... 41.9 43.6
----------- -----------
Total Investments in Debt and Equity Securities............ 609.5 788.5
Finance Receivables, net of unearned finance income
Consumer Finance................................................ 21,159.8 22,072.2
Commercial Finance.............................................. 9,815.9 10,174.1
----------- -----------
Total Net Finance Receivables.............................. 30,975.7 32,246.3
Allowance for Losses on Finance Receivables........................ (932.4) (974.7)
----------- -----------
Other Assets....................................................... 1,218.9 1,294.7
----------- -----------
Total Assets............................................... $32,232.8 $33,580.5
========= =========
Liabilities and Stockholders' Equity:
Notes Payable unsecured short-term
Commercial paper................................................ $11,640.5 $12,121.7
Bank loans...................................................... 571.4 --
Long-Term Debt unsecured due within one year
Senior.......................................................... 1,973.1 2,691.8
Subordinated.................................................... -- --
Capital......................................................... 0.1 0.1
Accounts Payable and Accruals...................................... 726.0 880.8
Insurance Policy and Claims Reserves............................... 545.6 566.8
Long-Term Debt unsecured
Senior.......................................................... 12,848.3 13,216.6
Subordinated.................................................... 141.2 141.2
Capital......................................................... 0.5 0.5
----------- -----------
Total Long-Term Debt....................................... 12,990.0 13,358.3
----------- -----------
Stockholders' Equity............................................... 3,786.1 3,961.0
----------- -----------
Total Liabilities and Stockholders' Equity................. $32,232.8 $33,580.5
========= =========
</TABLE>
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 July 15, 2002. The
Notes will bear interest at the rate per annum shown on the cover page of this
Prospectus Supplement from July 12, 1995 or from the most recent Interest
Payment Date to which interest has been paid or provided for, payable
semiannually on January 15 and July 15 of each year, commencing on January 15,
1996, to the persons in whose names the Notes are registered at the close of
business on the December 31 or June 30, 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 three 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. NationsBank is an affiliate of
NationsBanc Capital Markets, Inc., one of the Underwriters.
S-4
<PAGE> 5
UNDERWRITING
Under the terms and subject to the conditions contained in the Underwriting
Agreement dated July 7, 1995 (the "Underwriting Agreement"), the Underwriters
named below (the "Underwriters"), for whom CS First Boston Corporation,
NationsBanc Capital Markets, Inc., Citicorp Securities, Inc. and Deutsche Bank
Securities Corporation are acting as representatives (the "Representatives"),
have severally but not jointly agreed to purchase from the Company the following
respective principal amounts of the Notes:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
--------------------------------------------------------------- -------------
<S> <C>
CS First Boston Corporation.................................... $ 140,000,000
NationsBanc Capital Markets, Inc............................... 100,000,000
Citicorp Securities, Inc....................................... 25,000,000
Deutsche Bank Securities Corporation........................... 25,000,000
Trilon International Inc....................................... 10,000,000
-------------
Total..................................................... $ 300,000,000
=============
</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 Notes if any are
purchased.
The Company has been advised by the Representatives that the Underwriters
propose to offer the Notes to the public initially at the public offering price
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 .200% of the principal amount per Note. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of .125% of the
principal amount per Note to certain other dealers. After the initial public
offering, the public offering price and such concessions may be changed by the
Representatives.
The Company has been advised by the Underwriters that they currently intend
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>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$300,000,000
[LOGO]
ASSOCIATES CORPORATION
OF NORTH AMERICA
6 3/8% Senior Notes
due July 15, 2002
PROSPECTUS SUPPLEMENT
CS First Boston
NationsBanc Capital
Markets, Inc.
Citicorp Securities, Inc.
Deutsche Bank Securities
Corporation
- --------------------------------------------------------------------------------
