<PAGE> 1
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 4, 1995
$300,000,000
[ASSOCIATES CORPORATION LOGO]
6 5/8% Senior Notes due July 15, 1999
------------------------
Interest on the Notes is payable semiannually on January 15 and July 15 of
each year, commencing January 15, 1997. 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 TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
<TABLE>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note.......................... 99.773% .200% 99.573%
- -------------------------------------------------------------------------------------------------
Total............................. $299,319,000 $600,000 $298,719,000
=================================================================================================
</TABLE>
- ------------
(1) Plus accrued interest, if any, from July 16, 1996.
(2) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by the Company, estimated at $290,000.
------------------------
The Notes are offered subject to receipt and acceptance by the Underwriter,
to prior sale and to the Underwriter's right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that delivery of the Notes will be made at the offices of the Underwriter in New
York, New York, or through the facilities of The Depository Trust Company, on or
about July 16, 1996, against payment therefor in immediately available funds.
------------------------
UBS SECURITIES
July 11, 1996
<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, 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
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
(DOLLAR AMOUNTS IN MILLIONS)
<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>
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 November 1, 1995 (the "Indenture") between the Company
and The Chase Manhattan Bank (National Association) (to be known as The Chase
Manhattan Bank on and after July 15, 1996), as Trustee ("Chase"), will be
limited to $300,000,000 aggregate principal amount and will mature on July 15,
1999. The Notes will bear interest at the rate per annum shown on the cover page
of this Prospectus Supplement from July 16, 1996 or from the most recent
Interest Payment Date to which interest has been paid or provided for, payable
semiannually on January 15 and July 15 of each year, commencing on January 15,
1997, to the persons in whose names the Notes are registered at the close of
business on the December 31 and June 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 Chase 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 4 Chase MetroTech Center
(3rd Floor), Brooklyn, New York 11245 (on and after August 2, 1996, to be
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 five other series of Debt
Securities previously issued under the Indenture. 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
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to UBS Securities LLC (the
"Underwriter"), and the Underwriter has agreed to purchase, all the Notes if any
are purchased.
The Company has been advised by the Underwriter that it proposes to offer
the Notes in part directly to the public at the initial public offering price
set forth on the cover page of this Prospectus Supplement, and in part to
certain securities dealers at such price less a concession not in excess of
0.150% of the principal amount per Note. The Underwriter may allow and such
dealers may reallow a concession not in excess of 0.125% of the principal amount
per Note to certain brokers and dealers. After the Notes are released for sale
to the public, the offering price and other selling terms may from time to time
be varied by the Underwriter.
The Company has been advised by the Underwriter that the Underwriter
currently intends to make a market in the Notes, but may discontinue market
making at any time without notice. The Company cannot predict the liquidity of
the trading market for the Notes.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.
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 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. 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 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
<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>
================================================================================
================================================================================
$300,000,000
[ASSOCIATES CORPORATION LOGO]
6 5/8% Senior Notes
due July 15, 1999
------------------------------
PROSPECTUS SUPPLEMENT
JULY 11, 1996
------------------------------
UBS SECURITIES
================================================================================
