<PAGE> 1
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 4, 1995.
$400,000,000
[ASSOCIATES CORPORATION OF NORTH AMERICA LOGO]
$200,000,000 6 3/4% Senior Notes due August 1, 2001
$200,000,000 6 7/8% Senior Notes due August 1, 2003
Interest payable on February 1 and August 1
------------------
The 6 3/4% Senior Notes due August 1, 2001 (the "2001 Notes") and the 6 7/8%
Senior Notes due August 1, 2003 (the "2003 Notes"; together with the 2001
Notes, the "Notes") will not be redeemable prior to their
respective maturities. See "Description of
the Notes".
------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
------------- ------------- -------------
<S> <C> <C> <C>
Per 2001 Note................................ 99.956% .228% 99.728%
Total........................................ $199,912,000 $456,000 $199,456,000
Per 2003 Note................................ 99.686% .432% 99.254%
Total........................................ $199,372,000 $864,000 $198,508,000
</TABLE>
(1) Plus accrued interest, if any, from August 6, 1996.
(2) Before deduction of expenses payable by the Company estimated at $387,000.
------------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery of the
Notes will be made on or about August 6, 1996, against payment in immediately
available funds.
CS First Boston UBS Securities
The date of this Prospectus Supplement is August 1, 1996.
<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, 1995 and its Quarterly Report on Form 10-Q for the three months
ended March 31, 1996, 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
-------------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
(DOLLAR AMOUNTS IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE AND EARNINGS
Revenue --
Finance charges............ $2,753.2 $2,931.9 $3,250.7 $3,866.7 $4,805.3 $1,121.2 $1,308.3
Insurance premiums......... 202.5 209.9 242.2 293.5 325.1 81.9 81.6
Investment and other income... 163.3 182.8 196.7 227.7 254.0 60.1 64.3
-------- -------- -------- -------- -------- -------- --------
3,119.0 3,324.6 3,689.6 4,387.9 5,384.4 1,263.2 1,454.2
Expenses --
Interest expense........... 1,278.5 1,222.8 1,291.8 1,509.7 1,979.8 462.5 514.7
Operating expenses......... 705.4 807.4 979.6 1,191.6 1,417.8 333.5 366.7
Provision for losses on
finance receivables..... 423.7 504.0 468.9 569.9 729.7 171.3 231.0
Insurance benefits paid or
provided................ 91.1 100.0 114.9 144.1 135.7 36.3 33.0
-------- -------- -------- -------- -------- -------- --------
2,498.7 2,634.2 2,855.2 3,415.3 4,263.0 1,003.6 1,145.4
-------- -------- -------- -------- -------- -------- --------
Earnings Before Provision for
Income Taxes and Cumulative
Effect of Changes in
Accounting Principles...... 620.3 690.4 834.4 972.6 1,121.4 259.6 308.8
Provision for Income Taxes... 219.6 240.7 310.7 369.1 413.3 93.6 115.0
-------- -------- -------- -------- -------- -------- --------
Earnings Before Cumulative
Effect of Changes in
Accounting Principles...... 400.7 449.7 523.7 603.5 708.1 166.0 193.8
Cumulative Effect of Changes
in Accounting
Principles(a).............. -- (10.0) -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Earnings................. $ 400.7 $ 439.7 $ 523.7 $ 603.5 $ 708.1 $ 166.0 $ 193.8
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges(b)................. 1.48 1.56 1.64 1.64 1.56 1.56 1.60
======== ======== ======== ======== ======== ======== ========
</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
1995 1996
----------- ----------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents......................................... $ 309.2 $ 200.4
Investments in Debt and Equity Securities
Bonds and Notes................................................ 872.1 922.2
Stocks......................................................... 12.6 12.6
--------- ---------
Total Investments in Debt and Equity Securities........... 884.7 934.8
Finance Receivables, net of unearned finance income
Consumer Finance............................................... 24,609.2 25,578.0
Commercial Finance............................................. 11,759.1 11,998.8
--------- ---------
Total Net Finance Receivables............................. 36,368.3 37,576.8
Allowance for Losses on Finance Receivables....................... (1,109.2) (1,205.9)
Insurance Policy and Claims Reserves.............................. (602.8) (613.7)
Other Assets...................................................... 1,173.5 1,273.5
--------- ---------
Total Assets.............................................. $37,023.7 $38,165.9
========= =========
Liabilities and Stockholders' Equity:
Notes Payable, unsecured short-term
Commercial paper............................................... $12,732.7 $14,467.1
Bank loans..................................................... 702.0 --
Long-Term Debt, unsecured due within one year
Senior......................................................... 2,611.3 2,128.0
Subordinated................................................... -- 16.2
Capital........................................................ 0.1 0.1
Accounts Payable and Accruals..................................... 833.5 975.7
Long-Term Debt, unsecured
Senior......................................................... 15,558.4 15,829.2
Subordinated................................................... 141.2 125.0
Capital........................................................ 0.5 0.5
--------- ---------
Total Long-Term Debt...................................... 15,700.1 15,954.7
Stockholders' Equity.............................................. 4,444.0 4,624.1
--------- ---------
Total Liabilities and Stockholders' Equity................ $37,023.7 $38,165.9
========= =========
</TABLE>
---------------------
On July 16, 1996, the Company announced unaudited results for the six
months ended June 30, 1996. Such results, compared to the unaudited results of
operations for the similar period of the prior fiscal year, were as follows:
Revenue -- $3.0 billion (1996), $2.6 billion (1995); Earnings before Provision
for Income Taxes -- $633.1 million (1996), $534.5 million (1995); and Net
Earnings -- $399.3 million (1996), $338.7 million (1995).
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. The 2001 Notes and
the 2003 Notes will be issued as separate series under an indenture dated as of
November 1, 1995 (the "Indenture") between the Company and The Chase Manhattan
Bank, as Trustee ("Chase"), and each series will be limited to $200,000,000
aggregate principal amount. The 2001 Notes will mature on August 1, 2001, and
the 2003 Notes will mature on August 1, 2003. Each series of Notes will bear
interest at the applicable rate per annum shown on the cover page of this
Prospectus Supplement from August 6, 1996 or from the most recent Interest
Payment Date to which interest has been paid or provided for, payable
semiannually on February 1 and August 1 of each year, commencing on February 1,
1997, to the persons in whose names the Notes are registered at the close of
business on the January 15 and the July 15, 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 Chase 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.
The Notes may be presented for payment or for transfer or exchange at the
Corporate Trust Office of Chase, presently located at 450 West 33rd Street, 15th
Floor, New York, New York 10001 or, at the option of the holder, at Chase's
corporate trust facility in the Borough of Manhattan, The City of New York,
presently located at Chase Institutional Trust Window, 1 Chase Manhattan Plaza,
1B, New York, New York 10081, or at any other office or agency maintained by the
Company for such purpose. The Company may from time to time vary the location of
any such offices but will at all times maintain an office or agency in the
Borough of Manhattan for presentation for payment or for transfer or exchange.
Wire transfer instructions shall be provided to Chase at either of the
aforementioned offices.
The Notes are to be issued only in registered form without coupons in
denominations of $1,000 and any multiple of $1,000.
REDEMPTION
The Notes are not redeemable prior to maturity.
CONCERNING THE TRUSTEE
Chase serves as trustee with respect to seven other series of Debt
Securities previously issued under the Indenture. In addition, Chase acts as
trustee with respect to various debt securities issued under indentures
originally executed by Manufacturers Hanover Trust Company and Chemical Bank,
respectively. Chase 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
Under the terms and subject to the conditions contained in the Underwriting
Agreement dated August 1, 1996 (the "Underwriting Agreement"), the Underwriters
named below (the "Underwriters"), have severally but not jointly agreed to
purchase from the Company the following respective principal amounts of the 2001
Notes and the 2003 Notes:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
UNDERWRITER 2001 NOTES 2003 NOTES
----------- ------------ ------------
<S> <C> <C>
CS First Boston Corporation.............................. $100,000,000 $100,000,000
UBS Securities LLC....................................... 100,000,000 100,000,000
------------ ------------
Total............................................... $200,000,000 $200,000,000
============ ============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the 2001 Notes and all of the
2003 Notes if any of the Notes are purchased.
The Company has been advised that the Underwriters propose to offer the
Notes to the public initially at the respective public offering prices set forth
on the cover page of this Prospectus Supplement and to certain dealers at a
price that represents a concession not in excess of .200% of the principal
amount per 2001 Note and not in excess of .250% of the principal amount per 2003
Note. The Underwriters and such dealers may allow a discount not in excess of
.100% of the principal amount per 2001 Note and not in excess of .150% per 2003
Note, to certain other dealers. After the initial public offering, the public
offering prices and such concessions and discounts to dealers may be changed by
the Underwriters.
The Company has been advised that one or more of the Underwriters 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.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, or
contribute to payments which the Underwriters may be required to make in respect
thereof.
Affiliates of the Underwriters extend credit to and perform other banking
services for, the Company and its affiliates in the normal course of their
respective businesses.
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,
Texas 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. Mr. Hayes owns shares of Class A
Common Stock of the Company's parent, Associates First Capital Corporation, and
has options to purchase additional shares of such Class A Common Stock.
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 UNDERWRITERS. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Summary Financial Information......... S-2
Description of the Notes.............. S-4
Underwriting.......................... S-5
Legal Opinions........................ S-5
PROSPECTUS
Available Information................. 2
Documents Incorporated by Reference... 2
The Company........................... 3
Application of Proceeds............... 3
Description of Debt Securities........ 4
Description of Warrants............... 8
Plan of Distribution.................. 9
Legal Opinions........................ 10
Experts............................... 10
</TABLE>
- --------------------------------------------------------------------------------
$400,000,000
[ASSOCIATES CORPORATION OF NORTH AMERICA LOGO]
$200,000,000
6 3/4% Senior Notes
due August 1, 2001
$200,000,000
6 7/8% Senior Notes
due August 1, 2003
PROSPECTUS SUPPLEMENT
CS First Boston
UBS Securities
- --------------------------------------------------------------------------------
