<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 9, 1994)
(ASSOCIATES CORPORATION OF NORTH AMERICA LOGO)
$300,000,000
7 1/2% Senior Notes due April 15, 2002
Interest payable April 15 and October 15
ISSUE PRICE: 99.967%
Interest on the 7 1/2% Senior Notes due April 15, 2002 (the "Notes") is payable
semiannually on April 15 and October 15 commencing October 15, 1995. The Notes
will be issuable only in registered form in denominations of $1,000 and any
multiple thereof. The Notes are not redeemable at any time prior to maturity.
See "Description of the Notes".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
====================================================================================
UNDERWRITING
DISCOUNTS
PRICE TO AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note 99.967% .300% 99.667%
- ------------------------------------------------------------------------------------
Total $299,901,000 $900,000 $299,001,000
- ------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from April 13, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".
(3) Before deducting expenses payable by the Company estimated at $267,000.
The Notes are offered, subject to prior sale, when, as and if accepted by the
Underwriters, and subject to approval of certain legal matters by LeBoeuf, Lamb,
Greene & MacRae, L.L.P., counsel for the Underwriters. It is expected that
delivery of the Notes will be made on or about April 13, 1995, at the office of
J.P. Morgan Securities Inc., against payment therefor in immediately available
funds.
J.P. MORGAN SECURITIES INC.
CITICORP SECURITIES, INC.
PAINEWEBBER INCORPORATED
April 6, 1995
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SUMMARY FINANCIAL INFORMATION
The following summary of certain financial information of the Company and
its consolidated subsidiaries has been derived principally from information
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, available as described under "Documents Incorporated by
Reference", and is qualified in its entirety by the detailed information and
financial statements set forth therein.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
------------------------------------------------------------
1990 1991 1992 1993 1994
-------- -------- -------- -------- --------
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUE AND EARNINGS
Revenue --
Finance charges.................... $2,246.7 $2,753.2 $2,931.9 $3,250.7 $3,866.7
Insurance premiums................. 212.7 202.5 209.9 242.2 293.5
Investment and other income........ 197.3 163.3 182.8 196.7 227.7
-------- -------- -------- -------- --------
2,656.7 3,119.0 3,324.6 3,689.6 4,387.9
Expenses --
Interest expense................... 1,146.3 1,278.5 1,222.8 1,291.8 1,509.7
Operating expenses................. 586.6 705.4 807.4 979.6 1,191.6
Provision for losses on finance
receivables..................... 302.0 423.7 504.0 468.9 569.9
Insurance benefits paid or
provided........................ 96.8 91.1 100.0 114.9 144.1
-------- -------- -------- -------- --------
2,131.7 2,498.7 2,634.2 2,855.2 3,415.3
-------- -------- -------- -------- --------
Earnings Before Provision for Income
Taxes and Cumulative Effect of
Changes in Accounting Principles... 525.0 620.3 690.4 834.4 972.6
Provision for Income Taxes........... 185.8 219.6 240.7 310.7 369.1
-------- -------- -------- -------- --------
Earnings Before Cumulative Effect of
Changes in Accounting Principles... 339.2 400.7 449.7 523.7 603.5
Cumulative Effect of Changes in
Accounting Principles(a)........... -- -- (10.0) -- --
-------- -------- -------- -------- --------
Net Earnings......................... $ 339.2 $ 400.7 $ 439.7 $ 523.7 $ 603.5
======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges(b)......................... 1.46 1.48 1.56 1.64 1.64
==== ==== ==== ==== ====
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(a) The Company recorded a one-time cumulative effect of changes in accounting
principles related to the adoption, effective January 1, 1992, of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", and SFAS No. 109, "Accounting for Income Taxes".
(b) For purposes of computing the Ratio of Earnings to Fixed Charges,
"Earnings" represent earnings before provision for income taxes and
cumulative effect of changes in accounting principles, plus fixed charges.
"Fixed Charges" represent interest expense and a portion of rentals
representative of an implicit interest factor for such rentals.
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<PAGE> 3
SUMMARY FINANCIAL INFORMATION -- (CONTINUED)
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<CAPTION>
DECEMBER 31 DECEMBER 31
1993 1994
----------- -----------
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents............................................ $ 261.6 $ 361.1
Investments in Marketable Securities(c)
Bonds and Notes................................................... 603.5 567.6
Stocks............................................................ 35.0 41.9
--------- ---------
Total Investments in Marketable Securities................... 638.5 609.5
Finance Receivables
Consumer Finance.................................................. 20,330.1 23,866.8
Commercial Finance................................................ 9,077.2 10,878.4
--------- ---------
Total Finance Receivables.................................... 29,407.3 34,745.2
Less -- Unearned finance income................................... 3,208.2 3,769.5
Allowance for losses on finance receivables............... 798.0 932.4
--------- ---------
25,401.1 30,043.3
Other Assets......................................................... 1,493.7 1,218.9
--------- ---------
Total Assets................................................. $27,794.9 $32,232.8
========= =========
Liabilities and Stockholders' Equity:
Notes Payable unsecured short-term
Commercial paper.................................................. $ 9,735.8 $11,640.5
Bank loans........................................................ 472.4 571.4
Long-Term Debt unsecured due within one year
Senior............................................................ 1,911.4 1,973.1
Subordinated...................................................... 100.0 --
Capital........................................................... 0.1 0.1
Accounts Payable and Accruals........................................ 840.2 726.0
Insurance Policy and Claims Reserves................................. 429.8 545.6
Long-Term Debt unsecured
Senior............................................................ 10,889.2 12,848.3
Subordinated...................................................... 141.2 141.2
Capital........................................................... 0.6 0.5
--------- ---------
Total Long-Term Debt......................................... 11,031.0 12,990.0
--------- ---------
Stockholders' Equity................................................. 3,274.2 3,786.1
--------- ---------
Total Liabilities and Stockholders' Equity................... $27,794.9 $32,232.8
========= =========
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(c) The Company adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
effective March 31, 1994. Accordingly, at December 31, 1994, all
investments in marketable securities are carried at market value. At
December 31, 1993, investments in bonds and notes are carried at amortized
cost; market value on this date was $616.8 million.
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<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 April 15, 2002. The Notes will
bear interest at the rate per annum shown on the cover page of this Prospectus
Supplement from April 13, 1995 or from the most recent Interest Payment Date to
which interest has been paid or provided for, payable semiannually on April 15
and October 15 of each year, commencing on October 15, 1995, to the persons in
whose names the Notes are registered at the close of business on the March 31
and the September 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 three 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. Citibank is an affiliate of Citicorp
Securities, Inc., one of the Underwriters.
S-4
<PAGE> 5
UNDERWRITING
Under the terms of and subject to the conditions set forth in the
Underwriting Agreement dated April 6, 1995, the Company has agreed to sell to
each of the Underwriters named below, severally, and each of the Underwriters
has severally agreed to purchase, the principal amount of the Notes set forth
opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
-----------
<S> <C>
J.P. Morgan Securities Inc. ................................... $220,000,000
Citicorp Securities, Inc....................................... 50,000,000
PaineWebber Incorporated....................................... 30,000,000
------------
Total................................................ $300,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligations is such that they are committed to take and pay for all of the Notes
if any are taken.
The Underwriters propose to offer the Notes directly to the public at the
public offering price set forth on the cover page of this Prospectus Supplement
and to certain dealers at such price less a concession, not in excess of .250%
of the principal amount of the Notes. The Underwriters may allow and such
dealers may reallow to certain other dealers a concession, not in excess of
.200% of the principal amount of the Notes. After the initial public offering,
the offering price and other selling terms may be changed.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or contribute to payments required to be made in respect thereof.
The Company has been advised by the Underwriters that they currently intend
to make a market in the Notes, but may discontinue such market making at any
time without notice. The Company cannot predict the liquidity of any trading
market for the Notes.
In the ordinary course of their respective businesses, affiliates of J.P.
Morgan Securities Inc. and Citicorp Securities, Inc. have engaged, and may in
the future engage, in commercial banking transactions with the Company.
LEGAL OPINIONS
The legality of the Notes will be passed upon for the Company by its
Assistant General Counsel, Timothy M. Hayes, 250 Carpenter Freeway, Irving, TX
75062-2729, and for the Underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
a limited liability partnership including professional corporations, 125 West
55th Street, New York, New York 10019.
S-5
