<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) May 14, 1997
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 (972) 652-4000
<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 May 14, 1997 of $500,000,000 principal
amount of 5.96% Senior Notes due May 15, 2037:
4(a) - Specimen Form of Note
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/ Marvin T. Runyon III
Senior Vice President
Date: May 19, 1997<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4(a) - Specimen Form of Note
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>SPECIMEN FORM OF NOTE
<PAGE>
R - $
CUSIP: 046003 HV4
ASSOCIATES CORPORATION OF NORTH AMERICA
5.96% SENIOR DEBENTURE DUE MAY 15, 2037
THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR DEBENTURES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR THE REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
PRINCIPAL AMOUNT:
MATURITY DATE: May 15, 2037
DATED DATE: May 21, 1997
INTEREST PAYMENT DATES: May 15 and November 15 of each year
REGULAR RECORD DATES: Close of business on the April 30 and October 31, as
the case may be, immediately preceding each Interest
Payment Date (whether or not a Business Day)
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA, a Delaware corporation
(the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal amount set forth on the
face hereof on the Maturity Date set forth on the face hereof, and to pay
interest thereon, at the interest rate described below, from the Dated Date
hereof or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, on the Interest Payment Dates set forth on the
face hereof and at Maturity, until the principal hereof has been paid or made
available for payment. The interest so payable, and punctually paid or
provided for, on any Interest Payment Date will, as provided in the Indenture
(as hereinafter defined), 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 the Regular Record Date for such
interest as set forth on the face hereof (whether or not a Business Day, as
hereinafter defined), as the case may be, next preceding such Interest Payment
Date; provided, however, interest payable at Maturity will be payable to the
Person to whom the principal hereof shall be payable. Any such interest which
is payable, but is not punctually paid or duly provided for on any Interest
Payment Date, shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, 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 ("Special Record Date") not less than 10 days
prior to the date fixed by the Trustee for payment of such defaulted interest,
notice of which Special 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 may be 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; (ii) payment of principal hereof at Maturity and any interest
due upon 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; and (iii)
notwithstanding the foregoing, if indicated on the face hereof that this
Debenture is a Global Security, payments in respect of the Debentures
(including principal and interest) will be made by wire transfer of
immediately available funds to the account of the Depositary as specified by
the Depositary.
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 $500,000,000, 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 5.96% Senior Debentures due May 15, 2037 (the
"Debentures").
The Debentures are subject to repayment on May 15, 1999 and every
May 15 thereafter (each and "Annual Optional Repayment Date"), in whole or in
part, at the option of Holders of the Debentures, at 100% of their principal
amount together with the interest payable to the date of the repayment. The
repayment option may be exercised by the Holder of a Debenture for less than
the entire principal amount of the Debenture, provided the principal amount
which is to be repaid is equal to $1,000 or an integral multiple of $1,000.
For this Debenture to be repaid at the option of the Holder, the Company must
receive at its office or agency in the Borough of Manhattan, The City of New
York, during the period from and including March 15 to and including April 15
or, if April 15 is not a Business Day, the next succeeding Business Day, (i)
this Debenture, with the form entitled "Option to Elect Repayment" set forth
below duly completed or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
in the United States setting forth the name of the Holder of the Debenture,
the principal amount of the Debenture, the amount of such Debenture to be
repaid, a statement that the option to elect repayment is being made thereby
and a guarantee that the Debenture to be repaid with the form entitled "Option
to Elect Repayment" set forth below duly completed will be received by the
Company no later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter, and such Debenture and form duly
completed are received by the Company by such fifth Business Day. Either form
of notice duly received by the Company during the period from and including
March 15 to and including April 15 immediately preceding the Annual Optional
Repayment Date shall be irrevocable. All questions as to the validity ,
eligibility (including time of receipt) and acceptance of any Debentures for
repayment will be determined by the Company, whose determination shall be
final and binding.
The Debentures are not redeemable at the option of the Company
prior to their Stated Maturity, except as follows: if, after the early
repayments at the option of the Holders of the Debentures on an Annual
Optional Repayment Date, the aggregate principal amount of the Debentures
outstanding immediately thereafter is $25,000,000 or less, the Company may
elect to redeem the Debentures in whole and not in part on the following
Annual Optional Repayment Date at 100% of the principal amount thereof
together with interest accrued and unpaid thereon to the Redemption Date.
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.
If indicated on the face hereof that this Debenture is a Global
Security, it is exchangeable, in whole but not in part, for Debentures
registered in the names of Persons other than the Depositary or its nominee or
in the name of a successor to the Depositary or a nominee of such successor
depositary only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Debenture and a
successor depositary is not appointed by the Company within 90 days of the
receipt by the Company of such notice or of the Company becoming aware of such
ineligibility, or (ii) the Company in its sole discretion at any time
determines not to have all of the Debentures represented by one or more Global
Security or Securities. If this Debenture is exchangeable pursuant to the
preceding sentence, it shall be exchangeable for Debentures of like tenor and
terms in definitive form in aggregate principal amount equal to the principal
amount of the Global Security; provided, that the Company shall exchange all
the Global Securities representing the Debentures in such manner. Subject to
the foregoing, if this Debenture is a Global Security it is not exchangeable,
except for a Debenture or Debentures of the same aggregate denominations to be
registered in the name of such Depositary or its nominee or in the name of a
successor to the Depositary or a nominee of such successor depositary. If not
indicated on the face hereof that this Debenture is a Global Security, this
Debenture is exchangeable for a like aggregate principal amount of Debentures
of a different authorized denomination, as requested by the Holder
surrendering the same, as provided in the Indenture and subject to certain
limitations therein set forth.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000.
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal as of the Dated Date set forth on the
face hereof.
ASSOCIATES CORPORATION OF
NORTH AMERICA
[Seal]
By: _____________________________
Senior Vice President
Attest:
______________________
Assistant Secretary
Unless the certificate of authentication hereon has been executed
by The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories, this
Debenture shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for under the
within-mentioned Indenture.
Dated:
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________________
Authorized Officer<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably and instructs the Company to repay
the within Debenture (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
Tax I.D. No:
For this Debenture to be repaid at the option of the Holder, the Company
must receive at its office or agency in the Borough of Manhattan, The City of
New York, or at such additional place or places of which the Company shall
from time to time notify the Holder of the within Debenture, during the period
from and including March 15 to and including April 15 or, if April 15 is not a
Business Day, the next succeeding Business Day, (i) this Debenture, with this
"Option to Elect Repayment" form duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States setting forth the name
of the Holder of the Debenture, the principal amount of the Debenture, the
amount of such Debenture to be repaid, a statement that the option to elect
repayment is being made thereby and a guarantee that the Debenture to be
repaid with the form entitled "Option to Elect Repayment" set forth below on
the Debenture duly completed will be received by the Company no later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter, and such Debenture and form duly completed are
received by the Company by such fifth Business Day.
If less than the entire principal amount of the within Debenture is to
be repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple of $1,000 in excess of $1,000) which the Holder elects to have
repaid: $ ; and specify the denomination or denominations (which
shall be $1,000 or an integral multiple of $1,000 or an integral multiple of
$1,000 in excess of $1,000) of the Note or Notes to be issued to the Holder
for the amount of the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the
portion not being repaid):
$ .
Dated:
NOTICE: The signature on this Option to Elect Repayment
must correspond with the name as written upon the face of
this instrument in every particular without alteration or
enlargement or any other change whatsoever.
<PAGE>
[FORM OF ASSIGNMENT]
ABBREVIATIONS
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ____________ Custodian _______________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee ____________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________________________________________________________
_______________________________________________________________
the within Debenture of Associates Corporation of North America and all rights
thereunder, hereby irrevocably constituting and appointing
______________________________________________ Attorney to transfer said
Debenture on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________________
_____________________________________
_____________________________________
Notice: The signature to this assignment must
correspond with the name as written
on the face of the within instrument
in every particular, without
alteration or enlargement, or any
change whatever.
