<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1997.
REGISTRATION NO. 333-39273
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
972-652-4000
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
74-1494554
(I.R.S. Employer Identification No.)
CHESTER D. LONGENECKER, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
972-652-4000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
---------------------
Copies to:
DAVID P. BICKS, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
TIMOTHY M. HAYES, ESQ.
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this registration statement as determined by market
conditions.
---------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
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CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------------
Debt Securities and Warrants to
purchase Debt Securities...... $6,575,350,000(1) 100% $6,575,350,000(2) $1,992,530
=================================================================================================================
</TABLE>
(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities and Warrants aggregating $6,575,350,000.
(2) Estimated solely for the purpose of computing registration fee. Any offering
of Debt Securities or Warrants denominated in any foreign currencies or
foreign currency units will be treated as the equivalent in U.S. dollars
based on the exchange rate applicable to the purchase of such Debt
Securities or Warrants from the registrant.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
ASSOCIATES CORPORATION OF NORTH AMERICA
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
DATA IN REGISTRATION STATEMENT DATA IN
ON FORM S-3 PROSPECTUS
ITEM NUMBER AND NATURE OF ITEM PAGE
------------------------------ ----------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front
Cover Page of Prospectus.................................. Cover, 1
2. Inside Front and Outside Back Cover Pages of Prospectus..... 2
3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges............................................. 3
4. Use of Proceeds............................................. 3
5. Determination of Offering Price............................. *
6. Dilution.................................................... *
7. Selling Security Holders.................................... *
8. Plan of Distribution........................................ 9
9. Description of Securities to be Registered.................. 4
10. Interests of Named Experts and Counsel...................... 10
11. Material Changes............................................ *
12. Incorporation of Certain Information by Reference........... 2
13. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities................................ *
</TABLE>
- ---------------
* Omitted since answer is negative or not applicable.
<PAGE> 3
PROSPECTUS
<TABLE>
<S> <C>
(LOGO) LOGO
</TABLE>
Debt Securities
Warrants to Purchase Debt Securities
---------------------
The Company from time to time may issue in one or more series its unsecured
debt securities ("Debt Securities"), which may either be senior (the "Senior
Securities") or subordinated (the "Subordinated Securities") in priority of
payment, and warrants ("Warrants") to purchase Debt Securities (the Debt
Securities and the Warrants being herein collectively called the "Securities")
for proceeds up to $6,575,350,000, or the equivalent thereof if any of the
Securities are denominated in a foreign currency or a foreign currency unit. The
Debt Securities of each series will be offered on terms determined at the time
of sale. The Debt Securities and Warrants may be sold for U.S. dollars, foreign
currencies or foreign currency units, and the principal of and any interest on
the Debt Securities may be payable in U.S. dollars, foreign currencies or
foreign currency units. The specific designation, priority, aggregate principal
amount, the currency or currency unit for which the Securities may be purchased,
the currency or currency unit in which the principal and any interest is
payable, the rate (or method of calculation) and time of payment of any
interest, authorized denominations, maturity, offering price, any redemption
terms or other specific terms of the Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement"). With regard to the Warrants, if any, in
respect of which this Prospectus is being delivered, the Prospectus Supplement
sets forth a description of the Debt Securities for which each Warrant is
exercisable and the offering price, if any, exercise price, duration,
detachability and other terms of the Warrants.
The Securities may be sold through underwriters or dealers or may be sold
by the Company directly or through agents designated from time to time. The
names of any underwriters or agents involved in the sale of the Securities in
respect to which this Prospectus is being delivered and their compensation are
set forth in the Prospectus Supplement.
---------------------
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1997
<PAGE> 4
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
---------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied at
the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
500 West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the Commission
maintains a Website that contains reports, and other information regarding
registrants that file electronically, such as the Company. The address of the
Commission's Website is http://www.sec.gov. Such reports and other information
concerning the Company also may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which certain of
the Company's debt securities are listed. This Prospectus does not contain all
information set forth in the Registration Statement and Exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933 and
to which reference is hereby made.
The Company intends to publish annual reports with financial information
that has been examined and reported upon, with an opinion expressed, by an
independent certified public accountant. These reports will not be distributed
to holders of the Securities but will be available to them upon request.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, its Quarterly Reports on Form 10-Q for the quarter ended March 31,
1997 and the quarter ended June 30, 1997 and its Current Reports on Form 8-K
dated January 28, 1997, January 31, 1997, April 15, 1997, May 19, 1997, May 22,
1997, June 11, 1997, July 8, 1997, July 15, 1997, August 12, 1997, October 8,
1997, October 14, 1997 and October 23, 1997, filed with the Commission pursuant
to the Securities Exchange Act of 1934, are hereby incorporated by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date hereof and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing such documents.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST BY SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO: ASSOCIATES CORPORATION OF NORTH
AMERICA, P.O. BOX 660237, DALLAS, TX 75266-0237, ATTENTION: SECRETARY (TEL.
972-652-4000).
2
<PAGE> 5
THE COMPANY
Associates Corporation of North America ("Associates" or the "Company"), a
Delaware corporation, is a wholly-owned subsidiary operating unit of Associates
First Capital Corporation ("First Capital"), which in turn is a majority
indirect-owned subsidiary of Ford Motor Company ("Ford"). All the outstanding
stock of Associates is owned directly or indirectly by First Capital. Unless the
context otherwise requires, reference to Associates or to the Company includes
Associates and all its subsidiaries.
On October 8, 1997, Ford announced its intention to distribute to its
stockholders all of its shares in First Capital, subject to receipt of a
favorable ruling from the Internal Revenue Service. Upon consummation of such
spinoff, which will be reported by the Company in a Current Report on Form 8-K,
the Company will no longer be a subsidiary of Ford.
The Company is a leading, diversified consumer and commercial finance
organization which provides finance, leasing and related services to individual
consumers and businesses in the United States. The Company's consumer finance
operations consist of a variety of specialized consumer financing products and
services, including home equity lending, personal lending, retail sales finance
and purchasing participations in credit card receivables originated by an
affiliate. The Company's commercial finance operations primarily provide retail
financing, leasing and wholesale financing for heavy-duty and medium-duty trucks
and truck trailers, construction, material handling and other industrial
equipment, manufactured housing and auto fleet leasing and other commercial
products and services. As part of its consumer finance and commercial finance
activities, the Company makes available to its customers credit-related and
other insurance products.
At December 31, 1996, Associates had 1,625 branch offices in the United
States. The principal executive offices of the Company are located at 250 East
Carpenter Freeway, Irving, TX 75062-2729 and its mailing address is P.O. Box
660237, Dallas, TX 75266-0237 (tel. 972-652-4000).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of Associates for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31 SIX MONTHS
-------------------------------- ENDED
1992 1993 1994 1995 1996 JUNE 30, 1997
---- ---- ---- ---- ---- ------------------
<C> <C> <C> <C> <C> <C>
1.56 1.64 1.64 1.56 1.59 1.57
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, the term
"earnings" represents 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.
APPLICATION OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities will be added
to the general funds of the Company and will be used initially to repay
commercial paper borrowings incurred in the ordinary course of the financing
activities of the Company. The Company expects from time to time to continue to
incur short-term and long-term debt and to effect other financings, the amounts
of which cannot now be determined.
3
<PAGE> 6
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will constitute either senior or subordinated debt of
the Company. The Debt Securities will be issued under one or more separate
indentures described below for Senior Securities (each, a "Senior Indenture") or
for Subordinated Securities (each, a "Subordinated Indenture"), in each case
between the Company and a banking institution organized under the laws of the
United States of America or of any State thereof (each, a "Trustee"). The Senior
Indentures and the Subordinated Indentures are hereinafter collectively referred
to as the "Indentures". The following summary of certain provisions of the
Indentures does not purport to be complete and is qualified in its entirety by
reference to the applicable Indenture, which is filed as an exhibit to the
Registration Statement. All article and section references appearing herein are
to articles and sections of the applicable Indenture, and all capitalized terms
have the meanings specified in such Indenture.
None of the Indentures limits the amount of Debt Securities which may be
issued thereunder, and each Indenture provides that Debt Securities may be
issued thereunder up to the aggregate principal amount authorized from time to
time by the Company and may be denominated in any currency or currency unit
designated by the Company. The Indentures do not contain any covenant or other
provision that is specifically intended to afford any Holder special protection
in the event of a highly leveraged transaction. Reference is made to the
Prospectus Supplement which accompanies this Prospectus for the following terms
and other information to the extent applicable with respect to the Debt
Securities being offered thereby: (1) the designation, aggregate principal
amount, authorized denominations and priority of such Debt Securities; (2) the
percentage of the principal amount at which such Debt Securities will be issued;
(3) the currency, currencies or currency units for which the Debt Securities may
be purchased and the currency, currencies or currency units in which the
principal of and any interest on such Debt Securities may be payable; (4) the
date on which such Debt Securities will mature; (5) the rate per annum at which
such Debt Securities will bear interest, if any, or the method of determination
of such rate; (6) the dates on which such interest, if any, will be payable; (7)
whether such Debt Securities are to be issued in whole or in part in the form of
one or more global securities (each a "Global Security") and, if so, the
identity of a depositary (the "Depositary") for such Global Security or
Securities; and (8) any redemption or other specific terms with respect to such
Debt Securities.
If any of the Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Securities and such currencies or currency units
will be set forth in the Prospectus Supplement relating thereto.
The Debt Securities may be issued in fully registered form without coupons
("Fully Registered Securities"), or in a form registered as to principal only
with coupons or in bearer form with coupons. Unless otherwise specified in the
Prospectus Supplement, the Debt Securities will be only Fully Registered
Securities (sec.sec.3.01, 3.02). In addition, Debt Securities of a series may be
issuable in the form of one or more Global Securities, which will be denominated
in an amount equal to all or a portion of the aggregate principal amount of such
Debt Securities (sec.2.04). See "Global Securities" below.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable to any such series will be
described in the Prospectus Supplement relating thereto.
4
<PAGE> 7
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, the Depositary identified in the Prospectus Supplement relating to such
series. Unless and until it is exchanged in whole or in part for Debt Securities
in individually certificated form, a Global Security may not be transferred
except as a whole to a nominee of the Depositary for such Global Security, or by
a nominee of such Depositary to such Depositary, or to a successor of such
Depositary or a nominee of such successor (sec.2.04).
The specific terms of the depositary arrangement with respect to any series
of Debt Securities and the rights of and limitations on owners of beneficial
interests in a Global Security representing all or a portion of a series of Debt
Securities will be described in the Prospectus Supplement relating to such
series.
CERTAIN RESTRICTIVE PROVISIONS
None of the Indentures limits the amount of other debt which may be issued
by the Company or the amount of dividends or other payments which may be paid
with respect to, or the redemption or acquisition of, its equity securities by
the Company or its subsidiaries, but each Indenture contains a covenant that
neither the Company nor any Finance or Insurance Subsidiary will create or incur
any mortgage, pledge, or charge of any kind on any of its properties, except
for: intercompany mortgages or pledges from subsidiary to parent corporation or
to any other Finance or Insurance Subsidiary; purchase money liens or leases;
acquisitions of subsidiaries, the physical properties or assets of which are
subject to liens; liens created in the ordinary course of business by
subsidiaries for money borrowed if such subsidiaries operate in foreign
countries or prior to becoming a subsidiary had borrowed on a secured basis;
sale and leaseback arrangements upon any real property; renewals or refundings
of any of the foregoing; and certain other minor exceptions. Each Indenture also
contains a covenant restricting certain transactions by the Company or its
Subsidiaries with any Controlling Person or Controlling Person Subsidiary
(sec.6.02).
A restriction contained in the Company's 6% Senior Notes due March 15, 1999
generally limits payments of cash dividends on the Company's common stock in any
year to not more than 50% of consolidated net earnings for such year, subject to
certain exceptions, plus increases in contributed capital and extraordinary
gains. Unless otherwise set forth in the Prospectus Supplement relating to any
series of Debt Securities, no such restriction will be contained in any series
of Debt Securities issued under the Indentures.
MODIFICATION OF INDENTURES
Each Indenture, the rights and obligations of the Company and the rights of
the Holders may be modified with respect to one or more series of Debt
Securities issued under such Indenture with the consent of the Holders of not
less than 66 2/3% in principal amount of the Outstanding Debt Securities of each
such series affected by the modification or amendment. No modification of the
terms of payment of principal or interest, and no modification reducing the
percentage required for modification is effective against any Holder without his
consent. No modification of the Senior Indentures subordinating the indebtedness
evidenced by any series of Senior Securities issued thereunder to any other
indebtedness of the Company is effective against any Holder of a Senior Security
issued thereunder without his consent, and no modification of the Subordinated
Indenture subordinating the indebtedness evidenced by any series of Subordinated
Securities issued thereunder to any indebtedness of the Company other than
Superior Indebtedness is effective against any Holder of Subordinated Securities
without his consent. For the purpose of these provisions, a holder of an
unexpired Warrant shall be deemed to be the Holder of the principal amount of
Debt Securities issuable upon exercise of such Warrant (sec.sec.6.03, 12.01).
5
<PAGE> 8
EVENTS OF DEFAULT
Each Indenture provides that the following are Events of Default with
respect to any series of Debt Securities issued thereunder: default in the
payment of the principal of any Debt Security of such series when and as the
same shall be due and payable; default in making a sinking fund payment, if any,
when and as the same shall be due and payable by the terms of the Debt
Securities of such series; default for 30 days in the payment of any installment
of interest on any Debt Security of such series; default for 60 days after
notice in the performance of any other covenant in respect of the Debt
Securities of such series contained in the Indenture; certain events of
bankruptcy, insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Company or its property; default for 30 days in the
payment of any installment of interest on any evidence of indebtedness
(including any other series of Debt Securities issued under the same Indenture)
issued, assumed or guaranteed by the Company or default in the payment of any
principal of any such evidence of indebtedness; and any other Event of Default
provided in the applicable Board Resolution or supplemental indenture under
which such series of Debt Securities is issued (sec.8.01). An Event of Default
with respect to a particular series of Debt Securities issued under an Indenture
does not necessarily constitute an Event of Default with respect to any other
series of Debt Securities issued under such Indenture. The appropriate Trustee
may withhold notice to the Holders of any series of Debt Securities of any
default with respect to such series (except in the payment of principal or
interest) if it considers such withholding in the interests of such Holders.
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the appropriate Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of such
series may declare the principal, or in the case of discounted Debt Securities,
such portion thereof as may be described in the Prospectus Supplement
accompanying this Prospectus, of all the Debt Securities of such series to be
due and payable immediately (sec.8.01).
Within four months after the close of each fiscal year, the Company must
file with each Trustee a certificate, signed by specified officers, stating
whether or not such officers have knowledge of any default, and, if so,
specifying each such default and the nature thereof (sec.6.02).
Subject to provisions relating to its duties in case of default, a Trustee
shall be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request, order or direction of any Holders, unless
such Holders shall have offered to such Trustee reasonable indemnity (sec.9.03).
Subject to such provisions for indemnification, the Holders of a majority in
principal amount of the Debt Securities of any series may direct the time,
method and place of conducting any proceeding for any remedy available to the
appropriate Trustee, or exercising any trust or power conferred upon such
Trustee, with respect to the Debt Securities of such series (sec.8.06).
PAYMENT AND TRANSFER
Principal of, premium, if any, and interest, if any, on Fully Registered
Securities are to be payable at the Corporate Trust Office of the Trustee under
the applicable Indenture or any other office maintained by the Company for such
purposes, provided that payment of interest, if any, will be made, unless
otherwise provided in the applicable Prospectus Supplement, by check mailed to
the persons in whose names such Securities are registered at the close of
business on the day or days specified in the Prospectus Supplement accompanying
this Prospectus (sec.sec.3.08, 3.11). The principal of, premium, if any, and
interest, if any, on Debt Securities in other forms will be payable in such
manner and at such place or places as may be designated by the Company and
specified in the applicable Prospectus Supplement (sec.3.11).
Fully Registered Securities may be transferred or exchanged at the
Corporate Trust Office of the Trustee under the applicable Indenture or at any
other office or agency maintained by the Company for such purposes, subject to
the limitations in the applicable Indenture, without the payment of any service
charge except for
6
<PAGE> 9
any tax or governmental charge incidental thereto. Provisions with respect to
the transfer and exchange of Debt Securities in other forms will be set forth in
the applicable Prospectus Supplement (sec.3.05).
SENIOR SECURITIES
SUPERIOR INDEBTEDNESS
The Senior Securities will constitute part of the Superior Indebtedness of
the Company and will rank pari passu with all outstanding senior debt. The
outstanding Subordinated Indebtedness and Capital Indebtedness have been
subordinated, as to payment of principal, premium, if any, and interest, if any,
to all other liabilities of the Company, including the Senior Securities.
SUBORDINATED SECURITIES
SUBORDINATION
The Subordinated Securities will be subordinate and junior in right of
payment in all respects to all Superior Indebtedness of the Company, whether
outstanding at the date of the Subordinated Indenture or incurred after such
date. The term "Superior Indebtedness" is defined to mean (i) all obligations of
the Company which in accordance with generally accepted accounting principles
are classified as liabilities on the Company's balance sheet and (ii) guaranties
of, endorsements and other contingent obligations in respect of, or to purchase
or otherwise acquire, indebtedness of others, except other Subordinated
Indebtedness and Capital Indebtedness (sec.15.01 of the Subordinated Indenture).
"Subordinated Indebtedness" is defined to mean all Indebtedness of the Company
which is subordinate and junior in right of payment to Superior Indebtedness,
but does not include "Capital Indebtedness", which is defined to be Indebtedness
subordinate and junior to Subordinated Indebtedness and Superior Indebtedness
(sec.1.01 of the Subordinated Indenture). At June 30, 1997, Superior
Indebtedness aggregated approximately $40.4 billion. The amount of additional
Superior Indebtedness which the Company may issue is not subject to any
limitation.
Upon any distribution of assets of the Company in connection with any
dissolution, winding up, liquidation or reorganization of the Company, the
holders of all Superior Indebtedness will first be entitled to receive payment
in full of principal of and interest, if any, on such Superior Indebtedness
before the Holders of Subordinated Securities are entitled to receive any
payment on Subordinated Securities. In the event that any Subordinated Security
is declared due and payable because of the occurrence of an Event of Default,
under circumstances when the provisions of the foregoing sentence are not
applicable, the Trustee under the Subordinated Indenture or the Holders of
Subordinated Securities shall be entitled to payment only after there shall
first have been paid in full the Superior Indebtedness outstanding at the time
such Subordinated Security so becomes due and payable because of such Event of
Default (Article Fifteen of the Subordinated Indenture).
7
<PAGE> 10
CONCERNING THE TRUSTEES
Business and other relationships (including other trusteeships) between the
Company and its affiliates and each Trustee under any Indenture pursuant to
which any of the Debt Securities to which the Prospectus Supplement accompanying
this Prospectus are described in such Prospectus Supplement.
In the event Subordinated Debt Securities are issued pursuant to a
Subordinated Indenture with a Trustee which is also a Trustee for Senior Debt
Securities pursuant to a Senior Indenture, the occurrence of any default under
such Subordinated Indenture or such Senior Indenture could create a conflicting
interest for the respective Trustee under the Trust Indenture Act of 1939, as
amended (the "1939 Act"). If such default has not been cured or waived within 90
days after such Trustee has or acquires a conflicting interest, such Trustee
generally is required by the 1939 Act to eliminate such conflicting interest or
resign as Trustee with respect to the Debt Securities issued under such Senior
Indenture or such Subordinated Indenture. In the event of the Trustee's
resignation, the Company shall promptly appoint a successor trustee with respect
to the affected securities.
DESCRIPTION OF WARRANTS
The following statements with respect to the Warrants are summaries of, and
subject to, the detailed provisions of a Warrant Agreement (the "Warrant
Agreement") to be entered into by the Company and a warrant agent to be selected
at the time of issue (the "Warrant Agent"), a form of which is filed as an
exhibit to the Registration Statement.
GENERAL
The Warrants, evidenced by Warrant certificates (the "Warrant
Certificates"), may be issued under the Warrant Agreement independently or
together with any Debt Securities offered by any Prospectus Supplement and may
be attached to or separate from such Debt Securities. If Warrants are offered,
the Prospectus Supplement will describe the terms of the Warrants, including the
following: (i) the offering price, if any; (ii) the designation, aggregate
principal amount, and terms of the Debt Securities purchasable upon exercise of
the Warrants; (iii) if applicable, the designation and terms of the Debt
Securities with which the Warrants are issued and the number of Warrants issued
with each such Debt Security; (iv) if applicable, the date on and after which
the Warrants and the related Debt Securities will be separately transferable;
(v) the principal amount of Debt Securities purchasable upon exercise of one
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (vi) the date on which the right to exercise the
Warrants shall commence and the date on which such right shall expire; (vii)
federal income tax consequences; (viii) whether the Warrants represented by the
Warrant Certificates will be issued in registered or bearer form; and (ix) any
other terms of the Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent or
any Co-Warrant Agent, which will be listed in the Prospectus Supplement, or at
such other office as may be set forth therein. Warrantholders do not have any of
the rights of Holders of Debt Securities (except to the extent that the consent
of Warrantholders may be required for certain modifications of the terms of the
Indenture and the series of Debt Securities issuable upon exercise of the
Warrants) and are not entitled to payments of principal of and interest, if any,
on such Debt Securities.
8
<PAGE> 11
EXERCISE OF WARRANTS
Warrants may be exercised by surrendering the Warrant Certificate at the
corporate trust office of the Warrant Agent or at the corporate trust office of
the Co-Warrant Agent, if any, with the form of election to purchase on the
reverse side of the Warrant Certificate properly completed and executed, and by
payment in full of the exercise price, as set forth in the Prospectus
Supplement. Upon the exercise of Warrants, the Warrant Agent or Co-Warrant
Agent, if any, will, as soon as practicable, deliver the Debt Securities in
authorized denominations in accordance with the instructions of the exercising
Warrantholder and at the sole cost and risk of such holder. If less than all of
the Warrants evidenced by the Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities: (i) through underwriters or dealers;
(ii) directly to one or more purchasers; or (iii) through agents. The Prospectus
Supplement with respect to the Securities being offered thereby sets forth the
terms of the offering of such Securities, including the name or names of any
underwriters, the purchase price of such Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, and any securities exchange
on which such Securities may be listed. Only underwriters so named in the
Prospectus Supplement are deemed to be underwriters in connection with the
Securities offered thereby.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Company's Prospectus Supplement
if any of such Securities are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Securities in respect of which this Prospectus is delivered is
named, and any commissions payable by the Company to such agent are set forth,
in the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent is acting on a best efforts basis for the period of
its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Securities providing for payment and delivery on a future
date specified in the Prospectus Supplement. There may be limitations on the
minimum amount which may be purchased by any such institutional investor or on
the portion of the aggregate principal amount of the particular Securities which
may be sold pursuant to such arrangements. Institutional investors to which such
offers may be made, when authorized, include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and such other institutions as may be approved by the
Company. The obligations of any such purchasers pursuant to such delayed
delivery and payment arrangements will not be subject to any conditions except
(i) the purchase by an institution of the particular Securities shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the particular
Securities are being sold to underwriters, the Company shall have sold to such
underwriters the total principal amount of such Securities less the principal
amount thereof covered by such arrangements. Underwriters will not have any
responsibility
9
<PAGE> 12
in respect of the validity of such arrangements or the performance of the
Company or such institutional investors thereunder.
If any underwriter or any selling group member intends to engage in
stabilizing, syndicate short covering transactions, penalty bids or any other
transaction in connection with the offering of Securities that may stabilize,
maintain, or otherwise affect the price of such Securities, such intention and a
description of such transactions will be described in the Prospectus Supplement.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Company by
Timothy M. Hayes or Frederic C. Liskow, each an Assistant General Counsel, 250
East Carpenter Freeway, Irving, TX 75062-2729, and for any 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 and Mr. Liskow own shares of Class A Common Stock of the
Company's parent, First Capital, and have options to purchase additional shares
of such Class A Common Stock.
EXPERTS
The consolidated balance sheets as of December 31, 1996 and 1995 and the
consolidated statements of earnings, changes in stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1996,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
10
<PAGE> 13
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission............ $1,992,530
Accounting Fees............................................. 40,000
Legal Fees.................................................. None
Printing and Engraving...................................... 600,000*
Trustees' and Warrant Agent's Charges....................... 50,000*
Rating Agency Fees.......................................... 1,000,000
Blue Sky Fees and Expenses.................................. 50,000
Miscellaneous............................................... 367,470
----------
Total............................................. $4,100,000
==========
</TABLE>
- ---------------
* Estimated subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company shall indemnify, pursuant to and under the provisions of
Article "TWELFTH" of its Restated Certificate of Incorporation (hereinafter
called the "Article"), present or former directors, officers of the Company,
agents of the Company, and persons who, at the request of the Company, serve as
such for other corporations or business entities. This indemnification applies
to claims, actions, suits and proceedings, whether civil, criminal,
administrative or investigative, brought by reason of the position of such
person with the Company or such other corporation or business entity or as a
result of action taken (or not taken) by such person in the course and scope of
his employment.
Indemnification may include the reasonable expenses of the person to be
indemnified and, in the case of a third party action, judgments, fines and
settlement payments. The Company is authorized to advance expenses against an
undertaking by the director, officer, employee or agent to repay the same unless
he is ultimately entitled to and is granted indemnification under the Article.
The right of indemnification under the Article is not exclusive of any other
rights to which directors, officers, employees or agents would otherwise be
entitled by contract or otherwise. The Company does not know of any past,
pending or threatened litigation which might result in claims for
indemnification under the Article.
Under Section 145 of the General Corporation Law of the State of Delaware,
the Company has the power to indemnify the same persons, and under the same
circumstances, covered by the existing Article against expenses actually and
reasonably incurred by them in connection with the defense of any action, suit
or proceeding, civil or criminal, in which they are made parties by reason of
being or having been an officer, director, employee or agent. This power is
supplemental to the provisions of the existing Article and in the opinion of
counsel for the Company is included within the scope of the present Article.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor Company and its
subsidiaries. Upon completion of Ford Motor Company's spinoff of First Capital,
it is anticipated that the Company will obtain separate directors' and officers'
insurance policies.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
*1(a) -- Form of Underwriting Agreement for dollar denominated Securities to be distributed
in the United States. Any Underwriting Agreement relating to Securities to be
distributed outside the United States or for Securities denominated in foreign
currencies or foreign currency units or any modified Underwriting Agreement for
dollar denominated Securities to be distributed in the United States and any selling
agency or distribution agreement with any agent will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.
**4(a) -- Associates Corporation of North America Standard Multiple-Series Indenture
Provisions dated October 15, 1992.
</TABLE>
II-1
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
***4(a)(i) -- Form of Indenture for Senior Securities dated as of November 1, 1995 between the
Company and The Chase Manhattan Bank (National Association) (now known as The Chase
Manhattan Bank), as Trustee. The form or forms of Senior Securities with respect to
each particular offering will be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
***4(a)(ii) -- Form of Indenture for Subordinated Securities dated as of November 1, 1995 between
the Company and The Chase Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of Subordinated Securities with
respect to each particular offering will be filed as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference.
****4(b)(i) -- Form of Indenture for Senior Securities between the Company and one or more banking
institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the Trust
Indenture Act of 1939. The form or forms of Senior Securities with respect to each
particular offering will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
*****4(b)(ii) -- Form of Indenture for Subordinated Securities between the Company and one or more
banking institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939. The form or forms of such Senior Securities with
respect to each particular offering will be filed as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference.
*4(c) -- Form of Warrant Agreement to be entered into between the Company and the Warrant
Agent (including form of Warrant Certificate).
+5 -- Opinion and consent of Timothy M. Hayes.
12 -- The computation of ratio of earnings to fixed charges for the five fiscal years
ended December 31, 1996 is incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996. The computation of ratio
of earnings to fixed charges for the six-month period ended June 30, 1997 is
incorporated by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.
+23 -- Consent of Coopers & Lybrand L.L.P. The consents of Timothy M. Hayes and Frederic C.
Liskow are included in the opinion referred to in Exhibit 5 above.
+24 -- Powers of Attorney.
+25(a)(i) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of The
Chase Manhattan Bank, Trustee, under the Indenture dated as of November 1, 1995,
pursuant to which Senior Securities may be issued.
+25(a)(ii) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of The
Chase Manhattan Bank, Trustee, under the Indenture dated as of November 1, 1995,
pursuant to which Subordinated Securities may be issued.
</TABLE>
- ---------------
* Incorporated by reference to the Company's Registration Statement No.
33-1941.
** Incorporated by reference to the Company's Registration Statement No.
33-53814.
*** Incorporated by reference to the Company's Registration Statement No.
33-63577.
**** Incorporated by reference to exhibit 4(a)(i), except for name of Trustee.
***** Incorporated by reference to exhibit 4(a)(ii), except for name of
Trustee.
+ Previously filed as part of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
II-2
<PAGE> 15
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to 424(b) of the Act if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment no. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dallas, Texas, on the 5th day of November, 1997.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By /s/ JOHN F. STILLO
-----------------------------------
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- ----- DATE
<C> <S> <C>
KEITH W. HUGHES* Chairman of the Board, Chief
- ----------------------------------------------------- Executive Officer and Director
(Keith W. Hughes)
ROY A. GUTHRIE* Executive Vice President, Chief
- ----------------------------------------------------- Financial Officer and Director
(Roy A. Guthrie)
HAROLD D. MARSHALL* President, Chief Operating Officer
- ----------------------------------------------------- and Director
(Harold D. Marshall)
/s/ JOHN F. STILLO Senior Vice President, Comptroller
- ----------------------------------------------------- and Principal Accounting Officer
(John F. Stillo)
</TABLE>
November 5, 1997
- ---------------
* By signing his name hereto, John F. Stillo signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By /s/ JOHN F. STILLO
-----------------------------------
Attorney-in-fact
II-4
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<S> <C>
*1(a) -- Form of Underwriting Agreement for dollar denominated Securities to be distributed
in the United States. Any Underwriting Agreement relating to Securities to be
distributed outside the United States or for Securities denominated in foreign
currencies or foreign currency units or any modified Underwriting Agreement for
dollar denominated Securities to be distributed in the United States, and any
selling agency or distribution agreement with any agent will be filed as an exhibit
to a Current Report on Form 8-K and incorporated herein by reference.
**4(a) -- Associates Corporation of North America Standard Multiple-Series Indenture
Provisions dated October 15, 1992.
***4(a)(i) -- Form of Indenture for Senior Securities dated as of November 1, 1995 between the
Company and The Chase Manhattan Bank (National Association) (now known as The Chase
Manhattan Bank), as Trustee. The form or forms of Senior Securities with respect to
each particular offering will be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
***4(a)(ii) -- Form of Indenture for Subordinated Securities dated as of November 1, 1995 between
the Company and The Chase Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of Subordinated Securities with
respect to each particular offering will be filed as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference.
****4(b)(i) -- Form of Indenture for Senior Securities between the Company and one or more banking
institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the Trust
Indenture Act of 1939. The form or forms of Senior Securities with respect to each
particular offering will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
*****4(b)(ii) -- Form of Indenture for Subordinated Securities between the Company and one or more
banking institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939. The form or forms of such Senior Securities with
respect to each particular offering will be filed as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference.
*4(c) -- Form of Warrant Agreement to be entered into between the Company and the Warrant
Agent (including form of Warrant Certificate).
+5 -- Opinion and consent of Timothy M. Hayes.
12 -- The computation of ratio of earnings to fixed charges for the five fiscal years
ended December 31, 1996 is incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996. The computation of ratio
of earnings to fixed charges for the six-month period ended June 30, 1997 is
incorporated by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.
+23 -- Consent of Coopers & Lybrand L.L.P. The consents of Timothy M. Hayes and Frederic C.
Liskow are included in the opinion referred to in Exhibit 5 above.
+24 -- Powers of Attorney.
+25(a)(i) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of The
Chase Manhattan Bank, Trustee, under the Indenture dated as of November 1, 1995,
pursuant to which Senior Securities may be issued.
+25(a)(ii) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of The
Chase Manhattan Bank, Trustee, under the Indenture dated as of November 1, 1995,
pursuant to which Subordinated Securities may be issued.
</TABLE>
- ---------------
* Incorporated by reference to the Company's Registration Statement No.
33-1941.
** Incorporated by reference to the Company's Registration Statement No.
33-53814.
*** Incorporated by reference to the Company's Registration Statement No.
33-63577.
**** Incorporated by reference to exhibit 4(a)(i), except for name of Trustee.
***** Incorporated by reference to exhibit 4(a)(ii), except for name of Trustee.
+ Previously filed as part of this Registration Statement.
