<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1995.
REGISTRATION NO. 33-63577
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
214-541-4000
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
74-1494554
(I.R.S. Employer Identification No.)
CHESTER D. LONGENECKER, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
214-541-4000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
---------------------
Copies to:
DAVID P. BICKS, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
THOMAS E. DALE, ESQ.
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this registration statement as determined by market
conditions.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
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PROPOSED
MAXIMUM PROPOSED
TITLE OF EACH AMOUNT OFFERING MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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$1,724,138(3)
$1,000,000(4)
Debt Securities and Warrants to -----------
purchase Debt Securities...... $10,000,000,000(1) 100% $10,000,000,000(2) $2,724,138
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</TABLE>
(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities and Warrants aggregating $10,000,000,000.
(2) Estimated solely for the purpose of computing registration fee. Any offering
of Debt Securities or Warrants denominated in any foreign currencies or
foreign currency units will be treated as the equivalent in U.S. dollars
based on the exchange rate applicable to the purchase of such Debt
Securities or Warrants from the registrant.
(3) Filing fee previously paid with the original filing of this Registration
Statement on October 20, 1995.
(4) Filing fee being paid herewith in connection with the registration of an
additional $5,000,000,000 in Debt Securities and Warrants.
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<PAGE> 2
ASSOCIATES CORPORATION OF NORTH AMERICA
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
DATA IN REGISTRATION STATEMENT DATA IN
ON FORM S-3 PROSPECTUS
ITEM NUMBER AND NATURE OF ITEM PAGE
----------------------------------------------------------------------------- ----------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front Cover Page of
Prospectus................................................................. Cover, 1
2. Inside Front and Outside Back Cover Pages of Prospectus...................... 2
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges..... 3
4. Use of Proceeds.............................................................. 3
5. Determination of Offering Price.............................................. *
6. Dilution..................................................................... *
7. Selling Security Holders..................................................... *
8. Plan of Distribution......................................................... 9
9. Description of Securities to be Registered................................... 4
10. Interests of Named Experts and Counsel....................................... 10
11. Material Changes............................................................. *
12. Incorporation of Certain Information by Reference............................ 2
13. Disclosure of Commission Position on Indemnification for Securities Act
Liabilities................................................................ *
</TABLE>
- ---------------
* Omitted since answer is negative or not applicable.
<PAGE> 3
PROSPECTUS
LOGO
Debt Securities
Warrants to Purchase Debt Securities
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The Company from time to time may issue in one or more series its unsecured
debt securities ("Debt Securities"), which may either be senior (the "Senior
Securities") or subordinated (the "Subordinated Securities") in priority of
payment, and warrants ("Warrants") to purchase Debt Securities (the Debt
Securities and the Warrants being herein collectively called the "Securities")
for proceeds up to $10,000,000,000, or the equivalent thereof if any of the
Securities are denominated in a foreign currency or a foreign currency unit. The
Debt Securities of each series will be offered on terms determined at the time
of sale. The Debt Securities and Warrants may be sold for U.S. dollars, foreign
currencies or foreign currency units, and the principal of and any interest on
the Debt Securities may be payable in U.S. dollars, foreign currencies or
foreign currency units. The specific designation, priority, aggregate principal
amount, the currency or currency unit for which the Securities may be purchased,
the currency or currency unit in which the principal and any interest is
payable, the rate (or method of calculation) and time of payment of any
interest, authorized denominations, maturity, offering price, any redemption
terms or other specific terms of the Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement"). With regard to the Warrants, if any, in
respect of which this Prospectus is being delivered, the Prospectus Supplement
sets forth a description of the Debt Securities for which each Warrant is
exercisable and the offering price, if any, exercise price, duration,
detachability and other terms of the Warrants.
The Securities may be sold through underwriters or dealers or may be sold
by the Company directly or through agents designated from time to time. The
names of any underwriters or agents involved in the sale of the Securities in
respect to which this Prospectus is being delivered and their compensation are
set forth in the Prospectus Supplement.
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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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1995
<PAGE> 4
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
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The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus: Autolatina-Comercio,
Negocios e Participacoes Ltda., a Brazilian company ("Autolatina"), is a joint
venture between Ford Motor Company ("Ford", the indirect parent corporation of
the Company), and Volkswagen AG in which Ford has a 49% ownership interest.
Autolatina occasionally sells vehicles to persons located in Cuba. Each such
sale is made pursuant to a specific license granted to Ford by the U.S.
Department of Treasury. The last such sale, which involved one medical supply
vehicle, was made to Cubanacan in April 1991. Current information concerning
Autolatina's or its Ford-related affiliates' business dealings with the
government of Cuba or with persons located in Cuba may be obtained from the
State of Florida Department of Banking and Finance at The Capitol Building,
Suite 1401, Tallahassee, Florida 32399-0350 (telephone number 904-488-0545).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison
Street, Chicago, Illinois 60661; and 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports and other information concerning the Company also
may be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005, on which certain of the Company's debt securities are
listed. This Prospectus does not contain all information set forth in the
Registration Statement and Exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933 and to which reference is hereby
made.
The Company intends to publish annual reports with financial information
that has been examined and reported upon, with an opinion expressed, by an
independent certified public accountant. These reports will not be distributed
to holders of the Securities but will be available to them upon request.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995, its Current Reports on Form 8-K
dated January 16, 1995, February 10, 1995, March 13, 1995, March 22, 1995, April
10, 1995, May 10, 1995, June 7, 1995, July 10, 1995, August 25, 1995, September
15, 1995, October 16, 1995, October 27, 1995 and November 17, 1995, filed with
the Commission pursuant to the Securities Exchange Act of 1934, are hereby
incorporated by reference. All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date hereof and prior to the termination of the offering of the Securities
offered hereby shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing such documents.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST BY SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO: ASSOCIATES CORPORATION OF NORTH
AMERICA, P.O. BOX 660237, DALLAS, TX 75266-0237, ATTENTION: SECRETARY (TEL.
214-541-4000).
2
<PAGE> 5
THE COMPANY
Associates Corporation of North America ("Associates" or the "Company"), a
Delaware corporation, is a wholly-owned subsidiary and the principal operating
unit of Associates First Capital Corporation ("First Capital"). First Capital is
an indirect subsidiary of Ford Motor Company. Unless the context otherwise
requires, reference to Associates or to the Company includes the Company and all
its subsidiaries.
At December 31, 1994, Associates had 1,473 branch offices in the United
States. As of September 30, 1994, Associates was the second largest independent
finance company in the United States.
Associates primary business activities are consumer finance, commercial
finance and insurance underwriting. The consumer finance operation is engaged in
making and investing in residential real estate-secured loans to individuals,
making secured and unsecured installment loans to individuals, purchasing
consumer retail installment obligations, investing in credit card receivables,
financing manufactured housing purchases, and providing other consumer financial
services. The commercial finance operation is principally engaged in the
purchase of time sales obligations and leases, direct leases and secured direct
loans, and sales of other financial services, including automobile club,
mortgage banking and relocation services. The insurance operation is engaged in
underwriting credit life and credit accident and health, property, casualty and
accidental death and dismemberment insurance, principally for customers of the
finance operations of Associates.
The principal executive offices of the Company are located at 250 East
Carpenter Freeway, Irving, TX 75062-2729 and its mailing address is P.O. Box
660237, Dallas, TX 75266-0237 (tel. 214-541-4000).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of Associates for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31 NINE MONTHS
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1990 1991 1992 1993 1994 SEPTEMBER 30, 1995
- ---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C>
1.46 1.48 1.56 1.64 1.64 1.57
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, the term
"earnings" represents 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.
APPLICATION OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities will be added
to the general funds of the Company and will be used initially to repay
commercial paper borrowings incurred in the ordinary course of the financing
activities of the Company. The Company expects from time to time to continue to
incur short-term and long-term debt and to effect other financings, the amounts
of which cannot now be determined.
3
<PAGE> 6
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will constitute either senior or subordinated debt of
the Company. The Debt Securities will be issued under one or more separate
indentures described below for Senior Securities (each, a "Senior Indenture") or
for Subordinated Securities (each, a "Subordinated Indenture"), in each case
between the Company and a banking institution organized under the laws of the
United States of America or of any State thereof (each, a "Trustee"). The Senior
Indentures and the Subordinated Indentures are hereinafter collectively referred
to as the "Indentures". The following summary of certain provisions of the
Indentures does not purport to be complete and is qualified in its entirety by
reference to the applicable Indenture, which is filed as an exhibit to the
Registration Statement. All article and section references appearing herein are
to articles and sections of the applicable Indenture, and all capitalized terms
have the meanings specified in such Indenture.
None of the Indentures limits the amount of Debt Securities which may be
issued thereunder, and each Indenture provides that Debt Securities may be
issued thereunder up to the aggregate principal amount authorized from time to
time by the Company and may be denominated in any currency or currency unit
designated by the Company. The Indentures do not contain any covenant or other
provision that is specifically intended to afford any Holder special protection
in the event of a highly leveraged transaction. Reference is made to the
Prospectus Supplement which accompanies this Prospectus for the following terms
and other information to the extent applicable with respect to the Debt
Securities being offered thereby: (1) the designation, aggregate principal
amount, authorized denominations and priority of such Debt Securities; (2) the
percentage of the principal amount at which such Debt Securities will be issued;
(3) the currency, currencies or currency units for which the Debt Securities may
be purchased and the currency, currencies or currency units in which the
principal of and any interest on such Debt Securities may be payable; (4) the
date on which such Debt Securities will mature; (5) the rate per annum at which
such Debt Securities will bear interest, if any, or the method of determination
of such rate; (6) the dates on which such interest, if any, will be payable; (7)
whether such Debt Securities are to be issued in whole or in part in the form of
one or more global securities (each a "Global Security") and, if so, the
identity of a depositary (the "Depositary") for such Global Security or
Securities; and (8) any redemption terms or other specific terms.
If any of the Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Securities and such currencies or currency units
will be set forth in the Prospectus Supplement relating thereto.
The Debt Securities may be issued in fully registered form without coupons
("Fully Registered Securities"), or in a form registered as to principal only
with coupons or in bearer form with coupons. Unless otherwise specified in the
Prospectus Supplement, the Debt Securities will be only Fully Registered
Securities (sec.sec.3.01, 3.02). In addition, Debt Securities of a series may be
issuable in the form of one or more Global Securities, which will be denominated
in an amount equal to all or a portion of the aggregate principal amount of such
Debt Securities (sec.2.04). See "Global Securities" below.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable to any such series will be
described in the Prospectus Supplement relating thereto.
4
<PAGE> 7
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, the Depositary identified in the Prospectus Supplement relating to such
series. Unless and until it is exchanged in whole or in part for Debt Securities
in individually certificated form, a Global Security may not be transferred
except as a whole to a nominee of the Depositary for such Global Security, or by
a nominee of such Depositary to such Depositary, or to a successor of such
Depositary or a nominee of such successor (sec.2.04).
The specific terms of the depositary arrangement with respect to any series
of Debt Securities and the rights of and limitations on owners of beneficial
interests in a Global Security representing all or a portion of a series of Debt
Securities will be described in the Prospectus Supplement relating to such
series.
CERTAIN RESTRICTIVE PROVISIONS
None of the Indentures limits the amount of other debt which may be issued
by the Company or the amount of dividends or other payments which may be paid
with respect to, or the redemption or acquisition of, its equity securities by
the Company or its subsidiaries, but each Indenture contains a covenant that
neither the Company nor any Finance or Insurance Subsidiary will create or incur
any mortgage, pledge, or charge of any kind on any of its properties, except
for: intercompany mortgages or pledges from subsidiary to parent corporation or
to any other Finance or Insurance Subsidiary; purchase money liens or leases;
acquisitions of subsidiaries, the physical properties or assets of which are
subject to liens; liens created in the ordinary course of business by
subsidiaries for money borrowed if such subsidiaries operate in foreign
countries or prior to becoming a subsidiary had borrowed on a secured basis;
sale and leaseback arrangements upon any real property; renewals or refundings
of any of the foregoing; and certain other minor exceptions. Each Indenture also
contains a covenant restricting certain transactions by the Company or its
Subsidiaries with any Controlling Person or Controlling Person Subsidiary
(sec.6.02).
A restriction contained in the Company's 4 3/4% Senior Notes due August 1,
1996 generally limits payments of cash dividends on the Company's common stock
in any year to not more than 50% of consolidated net earnings for such year,
subject to certain exceptions. Unless otherwise set forth in the Prospectus
Supplement relating to any series of Debt Securities, no such restriction will
be contained in any series of Debt Securities issued under the Indentures.
MODIFICATION OF INDENTURES
Each Indenture, the rights and obligations of the Company and the rights of
the Holders may be modified with respect to one or more series of Debt
Securities issued under such Indenture with the consent of the Holders of not
less than 66 2/3% in principal amount of the Outstanding Debt Securities of each
such series affected by the modification or amendment. No modification of the
terms of payment of principal or interest, and no modification reducing the
percentage required for modification is effective against any Holder without his
consent. No modification of the Senior Indentures subordinating the indebtedness
evidenced by any series of Senior Securities issued thereunder to any other
indebtedness of the Company is effective against any Holder of a Senior Security
issued thereunder without his consent, and no modification of the Subordinated
Indenture subordinating the indebtedness evidenced by any series of Subordinated
Securities issued thereunder to any indebtedness of the Company other than
Superior Indebtedness is effective against any Holder of Subordinated Securities
without his consent. For the purpose of these provisions, a holder of an
unexpired Warrant shall be deemed to be the Holder of the principal amount of
Debt Securities issuable upon exercise of such Warrant (sec.sec.6.03, 12.01).
5
<PAGE> 8
EVENTS OF DEFAULT
Each Indenture provides that the following are Events of Default with
respect to any series of Debt Securities issued thereunder: default in the
payment of the principal of any Debt Security of such series when and as the
same shall be due and payable; default in making a sinking fund payment, if any,
when and as the same shall be due and payable by the terms of the Debt
Securities of such series; default for 30 days in the payment of any installment
of interest on any Debt Security of such series; default for 60 days after
notice in the performance of any other covenant in respect of the Debt
Securities of such series contained in the Indenture; certain events of
bankruptcy, insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Company or its property; default for 30 days in the
payment of any installment of interest on any evidence of indebtedness
(including any other series of Debt Securities issued under the same Indenture)
issued, assumed or guaranteed by the Company or default in the payment of any
principal of any such evidence of indebtedness; and any other Event of Default
provided in the applicable Board Resolution or supplemental indenture under
which such series of Debt Securities is issued (sec.8.01). An Event of Default
with respect to a particular series of Debt Securities issued under an Indenture
does not necessarily constitute an Event of Default with respect to any other
series of Debt Securities issued under such Indenture. The appropriate Trustee
may withhold notice to the Holders of any series of Debt Securities of any
default with respect to such series (except in the payment of principal or
interest) if it considers such withholding in the interests of such Holders.
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the appropriate Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of such
series may declare the principal, or in the case of discounted Debt Securities,
such portion thereof as may be described in the Prospectus Supplement
accompanying this Prospectus, of all the Debt Securities of such series to be
due and payable immediately (sec.8.01).
Within four months after the close of each fiscal year, the Company must
file with each Trustee a certificate, signed by specified officers, stating
whether or not such officers have knowledge of any default, and, if so,
specifying each such default and the nature thereof (sec.6.02).
Subject to provisions relating to its duties in case of default, a Trustee
shall be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request, order or direction of any Holders, unless
such Holders shall have offered to such Trustee reasonable indemnity (sec.9.03).
Subject to such provisions for indemnification, the Holders of a majority in
principal amount of the Debt Securities of any series may direct the time,
method and place of conducting any proceeding for any remedy available to the
appropriate Trustee, or exercising any trust or power conferred upon such
Trustee, with respect to the Debt Securities of such series (sec.8.06).
PAYMENT AND TRANSFER
Principal of, premium, if any, and interest, if any, on Fully Registered
Securities are to be payable at the Corporate Trust Office of the Trustee under
the applicable Indenture or any other office maintained by the Company for such
purposes, provided that payment of interest, if any, will be made, unless
otherwise provided in the applicable Prospectus Supplement, by check mailed to
the persons in whose names such Securities are registered at the close of
business on the day or days specified in the Prospectus Supplement accompanying
this Prospectus (sec.sec.3.08, 3.11). The principal of, premium, if any, and
interest, if any, on Debt Securities in other forms will be payable in such
manner and at such place or places as may be designated by the Company and
specified in the applicable Prospectus Supplement (sec.3.11).
Fully Registered Securities may be transferred or exchanged at the
Corporate Trust Office of the Trustee under the applicable Indenture or at any
other office or agency maintained by the Company for such purposes, subject to
the limitations in the applicable Indenture, without the payment of any service
charge except for
6
<PAGE> 9
any tax or governmental charge incidental thereto. Provisions with respect to
the transfer and exchange of Debt Securities in other forms will be set forth in
the applicable Prospectus Supplement (sec.3.05).
SENIOR SECURITIES
SUPERIOR INDEBTEDNESS
The Senior Securities will constitute part of the Superior Indebtedness of
the Company and will rank pari passu with all outstanding senior debt. The
outstanding Subordinated Indebtedness and Capital Indebtedness have been
subordinated, as to payment of principal, premium, if any, and interest, if any,
to all other liabilities of the Company, including the Senior Securities.
SUBORDINATED SECURITIES
SUBORDINATION
The Subordinated Securities will be subordinate and junior in right of
payment in all respects to all Superior Indebtedness of the Company, whether
outstanding at the date of the Subordinated Indenture or incurred after such
date. The term "Superior Indebtedness" is defined to mean (i) all obligations of
the Company which in accordance with generally accepted accounting principles
are classified as liabilities on the Company's balance sheet and (ii) guaranties
of, endorsements and other contingent obligations in respect of, or to purchase
or otherwise acquire, indebtedness of others, except other Subordinated
Indebtedness and Capital Indebtedness (sec.15.01 of the Subordinated Indenture).
"Subordinated Indebtedness" is defined to mean all Indebtedness of the Company
which is subordinate and junior in right of payment to Superior Indebtedness,
but does not include "Capital Indebtedness", which is defined to be Indebtedness
subordinate and junior to Subordinated Indebtedness and Superior Indebtedness
(sec.1.01 of the Subordinated Indenture). At September 30, 1995, Superior
Indebtedness aggregated approximately $30.9 billion. The amount of additional
Superior Indebtedness which the Company may issue is not subject to any
limitation.
Upon any distribution of assets of the Company in connection with any
dissolution, winding up, liquidation or reorganization of the Company, the
holders of all Superior Indebtedness will first be entitled to receive payment
in full of principal of and interest, if any, on such Superior Indebtedness
before the Holders of Subordinated Securities are entitled to receive any
payment on Subordinated Securities. In the event that any Subordinated Security
is declared due and payable because of the occurrence of an Event of Default,
under circumstances when the provisions of the foregoing sentence are not
applicable, the Trustee under the Subordinated Indenture or the Holders of
Subordinated Securities shall be entitled to payment only after there shall
first have been paid in full the Superior Indebtedness outstanding at the time
such Subordinated Security so becomes due and payable because of such Event of
Default (Article Fifteen of the Subordinated Indenture).
7
<PAGE> 10
CONCERNING THE TRUSTEES
Business and other relationships (including other trusteeships) between the
Company and its affiliates and each Trustee under any Indenture pursuant to
which any of the Debt Securities to which the Prospectus Supplement accompanying
this Prospectus are described in such Prospectus Supplement.
In the event Subordinated Debt Securities are issued pursuant to a
Subordinated Indenture with a Trustee which is also a Trustee for Senior Debt
Securities pursuant to a Senior Indenture, the occurrence of any default under
such Subordinated Indenture or such Senior Indenture could create a conflicting
interest for the respective Trustee under the Trust Indenture Act of 1939, as
amended (the "1939 Act"). If such default has not been cured or waived within 90
days after such Trustee has or acquires a conflicting interest, such Trustee
generally is required by the 1939 Act to eliminate such conflicting interest or
resign as Trustee with respect to the Debt Securities issued under such Senior
Indenture or such Subordinated Indenture. In the event of the Trustee's
resignation, the Company shall promptly appoint a successor trustee with respect
to the affected securities.
DESCRIPTION OF WARRANTS
The following statements with respect to the Warrants are summaries of, and
subject to, the detailed provisions of a Warrant Agreement (the "Warrant
Agreement") to be entered into by the Company and a warrant agent to be selected
at the time of issue (the "Warrant Agent"), a form of which is filed as an
exhibit to the Registration Statement.
GENERAL
The Warrants, evidenced by Warrant certificates (the "Warrant
Certificates"), may be issued under the Warrant Agreement independently or
together with any Debt Securities offered by any Prospectus Supplement and may
be attached to or separate from such Debt Securities. If Warrants are offered,
the Prospectus Supplement will describe the terms of the Warrants, including the
following: (i) the offering price, if any; (ii) the designation, aggregate
principal amount, and terms of the Debt Securities purchasable upon exercise of
the Warrants; (iii) if applicable, the designation and terms of the Debt
Securities with which the Warrants are issued and the number of Warrants issued
with each such Debt Security; (iv) if applicable, the date on and after which
the Warrants and the related Debt Securities will be separately transferable;
(v) the principal amount of Debt Securities purchasable upon exercise of one
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (vi) the date on which the right to exercise the
Warrants shall commence and the date on which such right shall expire; (vii)
federal income tax consequences; (viii) whether the Warrants represented by the
Warrant Certificates will be issued in registered or bearer form; and (ix) any
other terms of the Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent or
any Co-Warrant Agent, which will be listed in the Prospectus Supplement, or at
such other office as may be set forth therein. Warrantholders do not have any of
the rights of Holders of Debt Securities (except to the extent that the consent
of Warrantholders may be required for certain modifications of the terms of the
Indenture and the series of Debt Securities issuable upon exercise of the
Warrants) and are not entitled to payments of principal of and interest, if any,
on such Debt Securities.
8
<PAGE> 11
EXERCISE OF WARRANTS
Warrants may be exercised by surrendering the Warrant Certificate at the
corporate trust office of the Warrant Agent or at the corporate trust office of
the Co-Warrant Agent, if any, with the form of election to purchase on the
reverse side of the Warrant Certificate properly completed and executed, and by
payment in full of the exercise price, as set forth in the Prospectus
Supplement. Upon the exercise of Warrants, the Warrant Agent or Co-Warrant
Agent, if any, will, as soon as practicable, deliver the Debt Securities in
authorized denominations in accordance with the instructions of the exercising
Warrantholder and at the sole cost and risk of such holder. If less than all of
the Warrants evidenced by the Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities: (i) through underwriters or dealers;
(ii) directly to one or more purchasers; or (iii) through agents. The Prospectus
Supplement with respect to the Securities being offered thereby sets forth the
terms of the offering of such Securities, including the name or names of any
underwriters, the purchase price of such Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, and any securities exchange
on which such Securities may be listed. Only underwriters so named in the
Prospectus Supplement are deemed to be underwriters in connection with the
Securities offered thereby.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Company's Prospectus Supplement
if any of such Securities are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Securities in respect of which this Prospectus is delivered is
named, and any commissions payable by the Company to such agent are set forth,
in the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent is acting on a best efforts basis for the period of
its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Securities providing for payment and delivery on a future
date specified in the Prospectus Supplement. There may be limitations on the
minimum amount which may be purchased by any such institutional investor or on
the portion of the aggregate principal amount of the particular Securities which
may be sold pursuant to such arrangements. Institutional investors to which such
offers may be made, when authorized, include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and such other institutions as may be approved by the
Company. The obligations of any such purchasers pursuant to such delayed
delivery and payment arrangements will not be subject to any conditions except
(i) the purchase by an institution of the particular Securities shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the particular
Securities are being sold to underwriters, the Company shall have sold to such
underwriters the total principal amount of such Securities less the principal
amount thereof covered by such arrangements. Underwriters will not have any
responsibility
9
<PAGE> 12
in respect of the validity of such arrangements or the performance of the
Company or such institutional investors thereunder.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Company by
Thomas E. Dale or Timothy M. Hayes, each an Assistant General Counsel, 250
Carpenter Freeway, Irving, TX 75062-2729, and for any 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.
EXPERTS
The consolidated balance sheets as of December 31, 1994 and 1993 and the
consolidated statements of earnings, changes in stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
10
<PAGE> 13
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission......................... $2,724,138
Accounting Fees.......................................................... 15,000
Legal Fees............................................................... None
Printing and Engraving................................................... 900,000*
Trustees' and Warrant Agent's Charges.................................... 80,000*
Rating Agency Fees....................................................... 4,470,000
Blue Sky Fees and Expenses............................................... 200,000
Miscellaneous............................................................ 375,862
----------
Total.......................................................... $8,765,000
==========
</TABLE>
- ---------------
* Estimated subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company shall indemnify, pursuant to and under the provisions of
Article "TWELFTH" of its Restated Certificate of Incorporation (hereinafter
called the "Article"), present or former directors, officers of the Company,
agents of the Company, and persons who, at the request of the Company, serve as
such for other corporations or business entities. This indemnification applies
to claims, actions, suits and proceedings, whether civil, criminal,
administrative or investigative, brought by reason of the position of such
person with the Company or such other corporation or business entity or as a
result of action taken (or not taken) by such person in the course and scope of
his employment.
Indemnification may include the reasonable expenses of the person to be
indemnified and, in the case of a third party action, judgments, fines and
settlement payments. The Company is authorized to advance expenses against an
undertaking by the director, officer, employee or agent to repay the same unless
he is ultimately entitled to and is granted indemnification under the Article.
The right of indemnification under the Article is not exclusive of any other
rights to which directors, officers, employees or agents would otherwise be
entitled by contract or otherwise. The Company does not know of any past,
pending or threatened litigation which might result in claims for
indemnification under the Article.
Under Section 145 of the General Corporation Law of the State of Delaware,
the Company has the power to indemnify the same persons, and under the same
circumstances, covered by the existing Article against expenses actually and
reasonably incurred by them in connection with the defense of any action, suit
or proceeding, civil or criminal, in which they are made parties by reason of
being or having been an officer, director, employee or agent. This power is
supplemental to the provisions of the existing Article and in the opinion of
counsel for the Company is included within the scope of the present Article.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor Company and its
subsidiaries.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
- ---------------- -------------------------------------------------------------------------
<S> <C>
*1(a) -- Form of Underwriting Agreement for dollar denominated Securities to be
distributed in the United States. Any Underwriting Agreement relating
to Securities to be distributed outside the United States or for
Securities denominated in foreign currencies or foreign currency units
and any selling agency or distribution agreement with any agent will
be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
**4(a) -- Associates Corporation of North America Standard Multiple-Series
Indenture Provisions dated October 15, 1992.
</TABLE>
II-1
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
- ---------------- -------------------------------------------------------------------------
<S> <C>
++4(a)(i) -- Form of Indenture for Senior Securities to be dated as of November 1,
1995 between the Company and The Chase Manhattan Bank (National
Association), as Trustee. The form or forms of Senior Securities with
respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.
++4(a)(ii) -- Form of Indenture for Subordinated Securities to be dated as of
November 1, 1995 between the Company and The Chase Manhattan Bank
(National Association), as Trustee. The form or forms of Subordinated
Securities with respect to each particular offering will be filed as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference.
***4(b) -- Form of Indenture for Senior Securities between the Company and one or
more banking institutions to be qualified as Trustee pursuant to
Section 305(b)(2) of the Trust Indenture Act of 1939. The form or
forms of Senior Securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
***4(c) -- Form of Indenture for Subordinated Securities between the Company and
one or more banking institutions to be qualified as Trustee pursuant
to Section 305(b)(2) of the Trust Indenture Act of 1939. The form or
forms of such Senior Securities with respect to each particular
offering will be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
*4(d) -- Form of Warrant Agreement to be entered into between the Company and
the Warrant Agent (including form of Warrant Certificate).
++5 -- Opinion and consent of Timothy M. Hayes.
11 -- The computation of ratio of earnings to fixed charges for the five
fiscal years ended December 31, 1994 is incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994. The computation of ratio of earnings to fixed
charges for the nine-month period ended September 30, 1995 is
incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995.
++23 -- Consent of Coopers & Lybrand L.L.P. The consents of Thomas E. Dale and
Timothy M. Hayes are included in the opinion referred to in Exhibit 5
above.
+24 -- Powers of Attorney.
++25 -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National Association), Trustee,
under the Indenture to be dated as of November 1, 1995 pursuant to
which Senior Securities may be issued and under the Indenture to be
dated as of November 1, 1995, pursuant to which Subordinated
Securities may be issued.
</TABLE>
- ---------------
* Incorporated by reference to the Company's Registration Statement No.
33-1941.
** Incorporated by reference to the Company's Registration Statement No.
33-53814.
*** Incorporated by reference to the Company's Registration Statement No.
33-55949.
+ Previously filed as part of this Registration Statement.
++ Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
II-2
<PAGE> 15
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to 424(b) of the Act
if, in the aggregate, the change in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 14 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) of Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment no. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dallas, Texas, on the 17th day of November, 1995.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By /s/ JAMES E. JACK
------------------------------
Title: Senior Executive Vice
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ----------------
<C> <S> <C>
KEITH W. HUGHES* Chairman of the Board,
-------------------------------------- Principal Executive
(Keith W. Hughes) Officer and Director
ROY A. GUTHRIE* Executive Vice President,
-------------------------------------- Comptroller, and Principal
(Roy A. Guthrie) Accounting Officer and
Director
/s/ JAMES E. JACK Senior Executive Vice November 17, 1995
-------------------------------------- President, Principal
(James E. Jack) Financial Officer and
Director
HAROLD D. MARSHALL* Director
--------------------------------------
(Harold D. Marshall)
JOSEPH M. McQUILLAN* Director
--------------------------------------
(Joseph M. McQuillan)
</TABLE>
- ---------------
* By signing his name hereto, James E. Jack signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By /s/ JAMES E. JACK
------------------------------
Attorney-in-fact
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ----------- -----------------------------------------------------------------------------------
<C> <S> <C>
*1(a) -- Form of Underwriting Agreement for dollar denominated Securities to
be distributed in the United States. Any Underwriting Agreement
relating to Securities to be distributed outside the United States or
for Securities denominated in foreign currencies or foreign currency
units and any selling agency or distribution agreement with any agent
will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
**4(a) -- Associates Corporation of North America Standard Multiple-Series
Indenture Provisions dated October 15, 1992.
++4(a)(i) -- Form of Indenture for Senior Securities to be dated as of November 1,
1995 between the Company and The Chase Manhattan Bank (National
Association), as Trustee. The form or forms of Senior Securities with
respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.
++4(a)(ii) -- Form of Indenture for Subordinated Securities to be dated as of
November 1, 1995 between the Company and The Chase Manhattan Bank
(National Association), as Trustee. The form or forms of such Senior
Securities with respect to each particular offering will be filed as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference.
***4(b) -- Form of Indenture for Senior Securities between the Company and one
or more banking institutions to be qualified as Trustee pursuant to
Section 305(b)(2) of the Trust Indenture Act of 1939. The form or
forms of Senior Securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
***4(c) -- Form of Indenture for Subordinated Securities between the Company and
one or more banking institutions to be qualified as Trustee pursuant
to Section 305(b)(2) of the Trust Indenture Act of 1939. The form or
forms of such Senior Securities with respect to each particular
offering will be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
*4(d) -- Form of Warrant Agreement to be entered into between the Company and
the Warrant Agent (including form of Warrant Certificate).
++5 -- Opinion and consent of Timothy M. Hayes.
11 -- The computation of ratio of earnings to fixed charges for the five
fiscal years ended December 31, 1994 is incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994. The computation of ratio of earnings to fixed
charges for the nine-month period ended September 30, 1995 is
incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995.
++23 -- Consent of Coopers & Lybrand L.L.P. The consents of Thomas E. Dale
and Timothy M. Hayes are included in the opinion referred to in
Exhibit 5 above.
+24 -- Powers of Attorney.
++25 -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National Association), Trustee,
under the Indenture to be dated as of November 1, 1995 pursuant to
which Senior Securities may be issued and under the Indenture to be
dated as of November 1, 1995 pursuant to which Subordinated
Securities may be issued.
</TABLE>
- ---------------
* Incorporated by reference to the Company's Registration Statement No.
33-1941.
** Incorporated by reference to the Company's Registration Statement No.
33-53814.
*** Incorporated by reference to the Company's Registration Statement No.
33-55949.
+ Previously filed as part of this Registration Statement.
++ Filed herewith.
<PAGE> 1
EXHIBIT 4(a)(i)
================================================================================
ASSOCIATES CORPORATION OF NORTH AMERICA
AND
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
Trustee
______________
INDENTURE
______________
Dated as of November 1, 1995
______________
Senior Securities
================================================================================
<PAGE> 2
INDENTURE, dated as of November 1, 1995, between ASSOCIATES
CORPORATION OF NORTH AMERICA, a Delaware corporation (the "Company"), and The
Chase Manhattan Bank (National Association) a national banking association, as
Trustee, (the "Trustee").
RECITALS OF THE COMPANY
The Company is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Company has determined to make and issue its
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Securities by the
holders thereof and of the sum of One Dollar to the Company duly paid by the
Trustee at or before the ensealing and delivery of these presents, and for
other valuable consideration, the receipt whereof is hereby acknowledged, and
in order to declare the terms and conditions upon which the Securities are to
be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set
forth; and the Company, for itself and its successors, does hereby covenant and
agree to and with the Trustee and its successors in said trust, for the benefit
of those who shall hold the Securities, or any of them, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Articles One through Fourteen, other than clauses (ii) and (iii) of
Section 12.01(g)(4), of the Associates Corporation of North America Standard
Multiple-Series Indenture Provisions dated as of October 15, 1992 (herein
called the "Standard Provisions"), are hereby incorporated herein by reference
with the same force and effect as though fully set out herein.
PARAGRAPH B. ADDITIONAL PROVISIONS
The following provision, which constitutes part of this Indenture, is
numbered to conform with the format of the Standard Provisions:
Section 9.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the
Trustee is located at ____________________________________________.
[Anything in Section 6.02(l) to the contrary notwithstanding, the office or
agency of the Company in the Borough of Manhattan, The City of New York, where
Securities of any series may be presented or surrendered for payment,
-1-
<PAGE> 3
where Securities of such series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of such series and this Indenture may be served, shall initially
be the corporate trust facility of The Chase Manhattan Bank (National
Association), in the Borough of Manhattan, The City of New York, which at the
date of this Indenture is located at _________________, New York, New York
___________.]
Section 14.10. Applicable Law.
THIS INDENTURE AND EACH SECURITY FOR ALL PURPOSES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, ASSOCIATES CORPORATION OF NORTH AMERICA has caused
this Indenture to be signed in its corporate name by its Chairman of the Board,
any Vice Chairman, its President or any Vice President, and its corporate seal
to be affixed hereunto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary; and The Chase Manhattan Bank (National
Association), in evidence of its acceptance of the trust hereby created, has
caused this Indenture to be signed in its corporate name, and its corporate
seal to be affixed hereunto, and the same to be attested, as of the day and
year first above written.
ASSOCIATES CORPORATION OF
NORTH AMERICA
[SEAL]
By:
-------------------------
Title:
Attest:
Title:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
[SEAL]
By:
-------------------------
Title:
Attest:
Title:
-2-
<PAGE> 4
STATE OF ____________ )
) ss.:
COUNTY OF ___________ )
On the ___ day of ___________, 19___, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at _______________________________________; that he is a
___________ _______________ of ASSOCIATES CORPORATION OF NORTH AMERICA, one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
---------------------------------------
Notary Public
My Commission expires:
STATE OF ____________ )
) ss.:
COUNTY OF ___________ )
On the ___ day of ___________, 19___, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that the resides at __________________________________; that he is a
_______________________ of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) and
one of the corporations described in and which executed the above instrument;
that he knows the corporate seal of said corporation; that the seal affixed to
the said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.
---------------------------------------
Notary Public
My Commission expires:
<PAGE> 1
EXHIBIT 4(a)(ii)
================================================================================
ASSOCIATES CORPORATION OF NORTH AMERICA
AND
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
Trustee
______________
INDENTURE
______________
Dated as of November 1, 1995
______________
Subordinated Securities
================================================================================
<PAGE> 2
INDENTURE, dated as of November 1, 1995, between ASSOCIATES
CORPORATION OF NORTH AMERICA, a Delaware corporation (the "Company"), and THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association, as
Trustee, (the "Trustee").
RECITALS OF THE COMPANY
The Company is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Company has determined to make and issue its
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Securities by the
holders thereof and of the sum of One Dollar to the Company duly paid by the
Trustee at or before the ensealing and delivery of these presents, and for
other valuable consideration, the receipt whereof is hereby acknowledged, and
in order to declare the terms and conditions upon which the Securities are to
be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set
forth; and the Company, for itself and its successors, does hereby covenant and
agree to and with the Trustee and its successors in said trust, for the benefit
of those who shall hold the Securities, or any of them, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Articles One through Fifteen, other than clauses (i) and (iii) of
Section 12.01(g)(4), of the Associates Corporation of North America Standard
Multiple-Series Indenture Provisions dated as of October 15, 1992 (herein
called the "Standard Provisions"), are hereby incorporated herein by reference
with the same force and effect as though fully set out herein.
PARAGRAPH B. ADDITIONAL PROVISIONS
The following provision, which constitutes part of this Indenture, is
numbered to conform with the format of the Standard Provisions:
Section 9.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the
Trustee is located at ____________________________________________. [Anything
in Section 6.02(l) to the contrary notwithstanding, the office or agency of the
Company in the Borough of Manhattan, The
-1-
<PAGE> 3
City of New York, where Securities of any series may be presented or
surrendered for payment, where Securities of such series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of such series and this Indenture may
be served, shall initially be the corporate trust facility of
The Chase Manhattan Bank (National Association), in the Borough of Manhattan,
The City of New York, which at the date of this Indenture is located at
_________________, New York, New York ___________.]
Section 14.10. Applicable Law.
THIS INDENTURE AND EACH SECURITY FOR ALL PURPOSES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, ASSOCIATES CORPORATION OF NORTH AMERICA has caused
this Indenture to be signed in its corporate name by its Chairman of the Board,
any Vice Chairman, its President or any Vice President, and its corporate seal
to be affixed hereunto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary; and The Chase Manhattan Bank (National
Association), in evidence of its acceptance of the trust hereby created, has
caused this Indenture to be signed in its corporate name, and its corporate
seal to be affixed hereunto, and the same to be attested, as of the day and
year first above written.
ASSOCIATES CORPORATION OF NORTH
AMERICA
[SEAL]
By:
------------------------------------
Title:
Attest:
Title:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
[SEAL]
By:
------------------------------------
Title:
Attest:
Title:
-2-
<PAGE> 4
STATE OF ____________ )
) ss.:
COUNTY OF ___________ )
On the ___ day of ___________, 19___, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at _______________________________________; that he is a
_________________________ of ASSOCIATES CORPORATION OF NORTH AMERICA, one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
---------------------------
Notary Public
My Commission expires:
STATE OF ____________ )
) ss.:
COUNTY OF ___________ )
On the ___ day of ___________, 19___, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that the resides at __________________________________; that he is a
____________________________________ of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) and one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
---------------------------
Notary Public
My Commission expires:
<PAGE> 1
EXHIBIT 5
November 17, 1995
Associates Corporation of North America
250 E. Carpenter Freeway
Irving, TX 75062-2729
Gentlemen:
I am Assistant General Counsel of Associates Corporation of North
America, a Delaware corporation (the "Company"). In that capacity, I have
reviewed the Amendment No. 1 to the Registration Statement on Form S-3, as
filed with the Securities and Exchange Commission on or about November 17, 1995
(the "Registration Statement"). Pursuant to the Registration Statement, up to
$10,000,000,000 aggregate principal amount of debt securities and warrants to
purchase debt securities of the Company are issuable from time to time pursuant
to the Indentures described below. Such debt securities are hereafter referred
to as "Debt Securities" and such warrants to purchase debt securities are
hereafter referred to as "Warrants".
The Debt Securities will constitute either senior or subordinated debt
of the Company. The Senior Securities will be issued under one or more separate
indentures between the Company and one or more banking institutions to be
qualified as trustee pursuant to Section 305(b)(2) of the Trust Indenture Act
of 1939, substantially in the Form of indenture filed as Exhibit 4(b) to the
Registration Statement (each, a "Senior Indenture"). The Subordinated
Securities will be issued under one or more separate indentures between the
Company and one or more banking institutions to be qualified as trustee
pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, substantially
in the Form of indenture filed as Exhibit 4(c) to the Registration Statement
(each, a "Subordinated Indenture"). The Warrants will be issued under a
warrant agreement (the "Warrant Agreement") to be entered into between the
Company and a warrant agent, substantially in the form of agreement filed as
Exhibit 4(d) to the Registration Statement. Please be advised that I am of the
opinion that:
1. Each Senior Indenture and Subordinated Indenture, when the
Trustee thereunder has been qualified pursuant to the Trust Indenture Act of
1939 and when such indenture has been duly authorized by appropriate corporate
action and duly executed, will have been duly authorized, executed and
delivered by the Company and will constitute legal, valid and binding
obligations of the Company, except in each case as limited by bankruptcy;
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.
2. The Debt Securities, when duly authorized by appropriate
corporate action, duly executed, authenticated and delivered in the form
approved pursuant to and in accordance with the respective Indenture pursuant
to which they are issued and sold as described in the Registration Statement
including the Prospectus and Prospectus Supplement relating to such Debt
<PAGE> 2
Associates Corporation of North America
November 17, 1995
Page 2
Securities and when issued in compliance with applicable usury laws, will be
legal, valid and binding obligations of the Company entitled to the benefits
of the respective Indenture pursuant to which they are issued subject to
bankruptcy, insolvency or other laws affecting the enforcement of creditors'
rights generally and general equitable principles.
3. The Warrant Agreement, when duly authorized by appropriate
corporate action, executed and delivered by the Company, and the warrant
certificate in the form attached as an exhibit to the Warrant Agreement, when
authorized by appropriate corporate action, duly executed and delivered by the
Company and duly countersigned by an authorized representative of the warrant
agent in accordance with the Warrant Agreement, will be legal, valid and
binding obligations of the Company enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally and general equitable principles.
I hereby consent that the foregoing opinion may be filed as an exhibit
to the above referenced Registration Statement. I further consent to the use
of my name in the Registration Statement (including post-effective amendments
thereto) and any subsequent registration statement filed by the Company
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and the
Prospectus related thereto.
By his signature below, Thomas E. Dale hereby consents to the use of
his name in the Registration Statement (including post-effective amendments
thereto) and any subsequent registration statement filed by the Company
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and the
Prospectus related thereto.
Very truly yours,
Timothy M. Hayes
Assistant General Counsel
Consent
---------------------------
Thomas E. Dale
Assistant General Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 (File No. 33- ) and the related Prospectus of our report
dated January 27, 1995, on our audits of the consolidated financial statements
of Associates Corporation of North America and subsidiaries. We also consent to
the reference to our Firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Dallas, Texas
October 19, 1995
<PAGE> 1
Securities Act of 1933 File No. 33-63577
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)___________
--------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
--------------------
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
74-1494554
(I.R.S. Employer Identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS
(Address of principal executive offices)
75062-2729
(Zip Code)
--------------------
DEBT SECURITIES
(Title of the indenture securities)
================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger
of said corporations, all of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable).
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
- --------------------
* The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.
___________________
1.
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized , all in the City of New York, and the
State of New York, on the 15th day November, 1995
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: Mary Lewicki
-----------------------------------
Second Vice President
_________________
2
<PAGE> 4
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on June 30,
1995, published in response to call made by Comptroller of the Currency,
under title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 4,279,000
Interest-bearing balances 6,752,000
Held to maturity securities 1,779,000
Available-for-sale securities 4,607,000
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold 1,307,000
Securities purchased under agreements to resell 207,000
Loans and lease financing receivable:
Loans and leases, net of unearned income $ 55,234,000
LESS: Allowance for loan and lease losses 1,095,000
LESS: Allocated transfer risk reserve 0
-------------
Loans and leases, net of unearned income, allowance, and reserve 54,139,000
Trading assets 13,459,000
Premises and fixed assets (including capitalized leases) 1,824,000
Other real estate owned 413,000
Investments in unconsolidated subsidiaries and associated companies 33,000
Customers' liability to this bank on acceptances outstanding 1,141,000
Intangible assets 934,000
Other assets 6,947,000
------------
TOTAL ASSETS $ 97,821,000
============
LIABILITIES
Deposits:
In domestic offices $ 30,648,000
Noninterest-bearing $ 11,207,000
Interest-bearing 19,441,000
-------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs 35,397,000
Noninterest-bearing $ 3,024,000
Interest-bearing 32,373,000
-------------
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBFs:
Federal funds purchased 1,781,000
Securities sold under agreements to repurchase 217,000
Demand notes issued to the U.S. Treasury 25,000
Trading liabilities 10,479,000
Other borrowed money:
With original maturity of one year or less 2,050,000
With original maturity of more than one year 433,000
Mortgage indebtedness and obligations under capitalized leases 40,000
Bank's liability on acceptances executed and outstanding 1,148,000
Subordinated notes and debentures 1,960,000
Other liabilities 6,239,000
------------
TOTAL LIABILITIES 90,417,000
------------
Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 921,000
Surplus 4,869,000
Undivided profits and capital reserves 1,650,000
Net unrealized holding gains (losses) on available-for-sale securities (47,000)
Cumulative foreign currency translation adjustments 11,000
------------
TOTAL EQUITY CAPITAL 7,404,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $ 97,821,000
============
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle
