<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event) November 5, 1996
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) 1-6154
(I.R.S. Employer
Identification Number) 74-1494554
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 541-4000
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits relate to the Registrant's Registration No.
33-63577 on Form S-3 with respect to which the Registrant
commenced an offering on November 5, 1996 of $300,000,000 principal
amount of 6 7/8% Senior Debentures due November 15, 2008:
4(a) - Definitive Form of Debenture
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By: /s/ John T. Egeland
Senior Vice President
Date: November 6, 1996<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4(a) - Definitive Form of Debenture
/TEXT
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>SPECIMEN DEBENTURE
<PAGE>
<PAGE>
REGISTERED REGISTERED
NUMBER
R $
[LOGO]
CUSIP
SEE REVERSE FOR CERTAIN DEFINITIONS
ASSOCIATES CORPORATION OF NORTH AMERICA
6 7/8% Subordinated Debenture Due November 15, 2008
Associates Corporation of North America, a Delaware corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay to or registered assigns, the sum of Dollars on
November 15, 2008, and to pay interest (computed on the basis of a 360-day
year of twelve 30-day months) thereon from November 8, 1996, or from the
most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually, on May 15 and November 15 in each year, commencing May
15, 1997, and at Maturity, at the rate per annum specified in the title of
this Debenture, until the principal hereof is paid or made available for
payment.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in said Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor Securities as
defined in said Indenture) is registered at the close of business on
April 30 or October 31, as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Registered Holder on the April 30
or October 31, as the case may be, and may be paid to the Person in whose name
this Debenture (or one or more Predecessor Securities) is registered at the
close of business on a record date not less than 10 days prior to the date
fixed by the Trustee for payment of such defaulted interest, notice of which
record date shall be given to Holders of Debentures not less than 15 days
prior to such record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Debentures may be listed, and upon such notice as maybe required by
such exchange, all as more fully provided in said Indenture. Payment of the
principal of and interest on this Debenture will be made at the office or
agency of the Company maintained for that purpose at the Corporate Trust
Office of the Trustee, or, at the option of the Holder, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or at such additional offices or agencies maintained for
such purpose as the Company may from time to time designate, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that (i)
payment of interest will be made (subject to collection) by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register or, if appropriate wire transfer instructions have been
received in writing by the Trustee at its Corporate Trust Office or at its
corporate trust facility in the Borough of Manhattan, The City of New York,
not later than five Business Days prior to the record date for an applicable
Interest Payment Date, by wire transfer of immediately available funds and
(ii) payment of principal hereof at Maturity will be made in immediately
available funds upon surrender of this Debenture at the Corporate Trust Office
of the Trustee or at the corporate trust facility of the Trustee located in
the Borough of Manhattan, The City of New York, or at such additional offices
or agencies maintained for such purpose as the Company may from time to time
designate.
The payment of principal of and interest on this Debenture is expressly
subordinated, as provided in the Indenture, to the payment of all Superior
Indebtedness, as defined in the Indenture, of the Company, and by acceptance
of the Debenture, the Holder hereof expressly agress for the benefit of
present and future holders of such Superior Indebtedness to be bound by the
provisions of the Indenture.
Reference is hereby made to the further provisions of this Debenture set forth
on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
this Debenture shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for
under the within-mentioned Indenture.
The Chase Manhattan Bank as Trustee
By Authorized Signatory
ASSOCIATES CORPORATION OF NORTH AMERICA ATTEST: By
Secretary Chairman of the Board
Facsimile Signature Facsimile Seal Facsimile Signature
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA
6 7/8% SUBORDINATED DEBENTURE DUE NOVEMBER 15, 2008
This Debenture is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, which series is limited
in aggregate principal amount to $300,000,000, all such Securities issued
and to be issued under an indenture dated as of November 1, 1995 (hereinafter
called the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee, to which Indenture and all indentures supplemental thereto reference
is hereby made for a specification of the rights and limitation of rights
thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee and of the Company. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Debenture is one of a series of the Securities
designated therein as 6 7/8% Subordinated Debentures due November 15, 2008
(the "Debentures").
The Debentures may not be redeemed prior to their Stated Maturity.
If an Event of Default with respect to the Debentures, as defined in the
Indenture, shall occur and be continuing, the principal of all the Debentures
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Indenture, of each series of Securities to be affected
thereby. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of any
series at the time Outstanding, as defined in the Indenture, on behalf of the
Holders of all the Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences with respect to such
series. Any such consent or waiver by the Holder of this Debenture shall be
conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on
this Debenture at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable on the Securities Register of the
Company, upon surrender of this Debenture for registration of transfer at the
office or agency of the Company to be maintained for that purpose at the
Corporate Trust Office of the Trustee, or the office or agency of the Company
to be maintained for that purpose in the Borough of Manhattan, The City of New
York, or at such additional offices or agencies maintained for such purpose
as the Company may from time to time designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Debentures, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. As provided in
the Indenture and subject to certain limitations therein set forth, Debentures
are exchangeable for a like aggregate principal amount of Debentures of a like
tenor and of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such
transfer or exchange, other than certain exchanges not involving any transfer.
Certain terms used in this Debenture which are defined in the Indenture have
the meanings set forth therein.
THIS DEBENTURE SHALL FOR ALL PURPOSES BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM as tenants in common
UNIF GIFT MIN ACT Custodian Cust Minor under Uniform Gifts to Minors Act
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
__________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)
__________________________________________________________
the within instrument of ASSOCIATES CORPORATION OF NORTH AMERICA and
does hereby irrevocably constitute and appoint
_____________________________________________________________Attorney to
transfer said instrument on the books of the within-named Company, with full
power of substitution in the premises.
Dated __________________________________
________________________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within instrument in every
particular, without alteration or enlargement or any change whatever.
