<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 9, 1994)
$300,000,000
[ASSOCIATES CORP. LOGO]
6 5/8% SENIOR NOTES DUE JUNE 15, 2005
------------------------
Interest on the 6 5/8% Senior Notes due June 15, 2005 (the "Notes") is
payable semiannually on June 15 and December 15 of each year, beginning December
15, 1995. The Notes will not be redeemable prior to maturity.
------------------------
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
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Price to Underwriting Proceeds to
Public(1) Discount(2) Company(1)(3)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Per Note......................... 100% .37% 99.63%
- ------------------------------------------------------------------------------------------------
Total............................ $300,000,000 $1,110,000 $298,890,000
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from June 9, 1995 to date of delivery.
(2) The Company has agreed to indemnify the Underwriter named herein against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated to be $267,000.
------------------------
The Notes are offered by the Underwriter, subject to prior sale, when, as
and if issued to and accepted by it, subject to approval of certain legal
matters by counsel for the Underwriter and certain other conditions. The
Underwriter reserves the right to reject any order in whole or in part. It is
expected that delivery of the Notes will be made through the facilities of The
Depository Trust Company on June 9, 1995.
------------------------
NATIONSBANC CAPITAL MARKETS, INC.
------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 2, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SUMMARY FINANCIAL INFORMATION
The following summary of certain financial information of the Company and
its consolidated subsidiaries has been derived principally from information
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 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)
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN MILLIONS)
REVENUE AND EARNINGS
Revenue --
Finance charges........... $2,246.7 $2,753.2 $2,931.9 $3,250.7 $3,866.7 $ 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>
- ---------------
(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)
<S> <C> <C>
(IN MILLIONS)
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 Citibank, N.A., as Trustee ("Citibank"), will be limited to $300,000,000
aggregate principal amount and will mature on June 15, 2005. The Notes will bear
interest at the rate per annum shown on the cover page of this Prospectus
Supplement from June 9, 1995 or from the most recent Interest Payment Date to
which interest has been paid or provided for, payable semiannually on June 15
and December 15 of each year, commencing on December 15, 1995, to the persons in
whose names the Notes are registered at the close of business on the May 31 and
the November 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 Citibank at its Corporate Trust
Office not later than five business days prior to the record date for the
applicable Interest Payment Date. Payment of principal at maturity will be made
in immediately available funds upon surrender of a Note at the Corporate Trust
Office or agency of Citibank located in the Borough of Manhattan, The City of
New York.
The Notes are to be issued only in registered form without coupons in
denominations of $1,000 and any multiple of $1,000.
REDEMPTION
The Notes are not redeemable prior to maturity.
CONCERNING THE TRUSTEE
Citibank serves as trustee with respect to four other series of Debt
Securities previously issued under the Indenture. Citibank acts as depository
for funds of, extends credit to, and performs other banking services for, the
Company in the normal course of business.
S-4
<PAGE> 5
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated June 2, 1995 (the "Underwriting Agreement") between the Company and
NationsBanc Capital Markets, Inc. (the "Underwriter"), the Company has agreed to
sell to the Underwriter and the Underwriter has agreed to purchase the entire
principal amount of the Notes. The Underwriter is committed to purchase all the
Notes offered hereby if any of the Notes are purchased.
The Underwriter has advised the Company that it proposes initially to offer
the Notes to the public at the Price to Public set forth on the cover page of
this Prospectus Supplement, and to certain dealers at such price less a
concession not in excess of .325% of the principal amount of the Notes. The
Underwriter may allow, and such dealers may reallow, a discount not in excess of
.175% of such principal amount on sales to certain other dealers. After the
initial public offering, the public offering price, concession and discount may
be changed.
The Underwriting Agreement provides that the Company will indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriter
may be required to make in respect thereof.
The Company has been advised by the Underwriter that it currently intends
to make a market in the Notes, but may discontinue such market making at any
time without notice. The Company cannot predict the liquidity of any trading
market for the Notes.
In the ordinary course of their respective businesses, certain commercial
banking affiliates of the Underwriter, including NationsBank of Georgia, N.A.,
have engaged, and may in the future engage, in commercial banking transactions
with the Company. In addition, NationsBank of Texas, N.A. serves as trustee with
respect to three other series of Debt Securities previously issued under an
Indenture dated October 15, 1994 between the Company and NationsBank of Texas,
N.A., as Trustee.
LEGAL OPINIONS
The legality of the Notes will be passed upon for the Company by its
Assistant General Counsel, Thomas E. Dale, 250 Carpenter Freeway, Irving, TX
75062-2729, and for the Underwriter by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a
limited liability partnership including professional corporations, 125 West 55th
Street, New York, New York 10019.
S-5
<PAGE> 6
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
---------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
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)
6 5/8% SENIOR NOTES
DUE JUNE 15, 2005
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
NATIONSBANC CAPITAL MARKETS, INC.
JUNE 2, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
