<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-39273
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 7, 1997
$600,000,000
[ASSOCIATES LOGO]
FLOATING RATE SENIOR NOTES DUE JUNE 29, 1999
------------------------
Interest on the Floating Rate Senior Notes due June 29, 1999 (the "Notes") will
be payable on September 29 and December 29, 1998, March 29, 1999 (each an
"Interest Payment Date"), and at maturity. If any Interest Payment Date would
otherwise be a day that is not a Business Day (as defined herein), such Interest
Payment Date will be postponed to the next day that is a Business Day. The rate
of interest on the Notes will be reset daily (the "Interest Reset Date"), and
the interest rate in effect on each Interest Reset Date will be the Federal
Funds Rate (as defined herein) on the Business Day preceding such Interest Reset
Date (such day referred to herein as the "Interest Determination Date") plus
.02%, in each case except as described herein. See "Description of the
Notes -- Interest." The Notes are not redeemable at any time prior to maturity.
The Notes will be represented by Global Securities registered in the name of The
Depository Trust Company (the "Depositary") or its nominee. Interests in the
Global Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described herein, Notes in definitive form will not be issued. See "Description
of the Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Underwriter has agreed to purchase the Notes from the Company at
99.99121% of their principal amount ($599,947,260) aggregate proceeds to the
Company, before deducting expenses payable by the Company estimated at
$374,400), subject to the terms and conditions set forth in the Underwriting
Agreement.
The Underwriter proposes to offer the Notes from time to time for sale in
one or more negotiated transactions, or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. For further information with respect to the plan of
distribution and any discounts, commissions, or profits on resale that may be
deemed underwriting discounts or commissions, see "Underwriting."
The Notes are offered by the Underwriter when, as and if issued by the
Company, delivered to and accepted by the Underwriter and subject to its right
to reject orders in whole or in part. It is expected that delivery of the Notes
will be made on or about June 29, 1998 through the facilities of the Depositary,
against payment therefor in immediately available funds.
CREDIT SUISSE FIRST BOSTON
Prospectus Supplement dated June 24, 1998.
<PAGE> 2
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, 1997 and its Quarterly Report on Form 10-Q for the three months
ended March 31, 1998, 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
---------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE AND EARNINGS
Revenue --
Finance charges................. $3,250.7 $3,866.7 $4,805.3 $5,580.3 $6,428.5 $1,517.2 $1,672.2
Insurance premiums.............. 242.2 293.5 325.1 354.8 370.1 87.6 98.2
Investment and other income..... 196.7 227.7 254.0 286.3 352.5 74.7 117.2
-------- -------- -------- -------- -------- -------- --------
3,689.6 4,387.9 5,384.4 6,221.4 7,151.1 1,679.5 1,887.6
Expenses --
Interest expense................ 1,291.8 1,509.7 1,979.8 2,206.7 2,543.9 584.1 692.2
Operating expenses.............. 979.6 1,191.6 1,417.8 1,603.3 1,842.5 426.6 460.6
Provision for losses on finance
receivables................... 468.9 569.9 729.7 963.4 1,195.6 295.6 326.1
Insurance benefits paid or
provided...................... 114.9 144.1 135.7 142.9 142.1 35.4 41.8
-------- -------- -------- -------- -------- -------- --------
2,855.2 3,415.3 4,263.0 4,916.3 5,724.1 1,341.7 1,520.7
-------- -------- -------- -------- -------- -------- --------
Earnings Before Provision for
Income Taxes.................... 834.4 972.6 1,121.4 1,305.1 1,427.0 337.8 366.9
Provision for Income Taxes........ 310.7 369.1 413.3 482.0 524.5 122.4 131.4
-------- -------- -------- -------- -------- -------- --------
Net Earnings...................... $ 523.7 $ 603.5 $ 708.1 $ 823.1 $ 902.5 $ 215.4 $ 235.5
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges(a)...................... 1.64 1.64 1.56 1.59 1.56 1.57 1.53
=== === === === === === ===
</TABLE>
- ---------------
(a) 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
1997 1998
----------- -----------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents................................. $ 294.8 $ 472.7
Investments in Debt and Equity Securities
Bonds and Notes........................................ 1,022.5 967.8
Stocks................................................. 131.0 360.6
--------- ---------
Total Investments in Debt and Equity Securities... 1,153.5 1,328.4
Finance Receivables, net of unearned finance income
Consumer Finance....................................... 31,715.6 31,745.0
Commercial Finance..................................... 16,138.9 16,082.2
--------- ---------
Total Net Finance Receivables..................... 47,854.5 47,827.2
Allowance for Losses on Finance Receivables............... (1,661.9) (1,694.1)
Insurance Policy and Claims Reserves...................... (762.4) (768.9)
Other Assets.............................................. 3,652.6 4,968.2
--------- ---------
Total Assets...................................... $50,531.1 $52,133.5
========= =========
Liabilities and Stockholders' Equity:
Notes Payable, unsecured short-term
Commercial paper....................................... $17,184.5 $19,529.2
Bank loans............................................. 1,202.1 50.0
Long-Term Debt, unsecured due within one year
Senior................................................. 4,190.5 4,456.0
Subordinated........................................... -- --
Capital................................................ 0.1 0.1
Accounts Payable and Accruals............................. 960.4 1,095.9
Long-Term Debt, unsecured
Senior................................................. 20,519.5 20,295.7
Subordinated........................................... 425.0 425.0
Capital................................................ 0.3 0.3
--------- ---------
Total Long-Term Debt.............................. 20,944.8 20,721.0
Stockholders' Equity...................................... 6,048.7 6,281.3
--------- ---------
Total Liabilities and Stockholders' Equity........ $50,531.1 $52,133.5
========= =========
</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 ("Chase"), as Trustee, will be limited to
$600,000,000 aggregate principal amount and will mature on June 29, 1999.
The interest rate on the Notes will be reset daily as described herein
based on the Federal Funds Rate, plus .02%. Interest on the Notes is payable
quarterly in arrears on September 29 and December 29, 1998, March 29, 1999, and
at maturity. If any Interest Payment Date would fall on a day that is not a
Business Day, such Interest Payment Date will be postponed to the next day that
is a Business Day. Interest on the Notes will be paid to the persons in whose
names the Notes are registered at the close of business on the date 15 days next
preceding any Interest Payment Date (whether or not a Business Day); provided,
however, that interest payable on June 29, 1999 will be payable to the persons
to whom the principal of such Notes shall be payable. The Notes will not be
redeemable prior to maturity and will not be subject to any sinking fund.
"Business Day" means any day that is not a Saturday or Sunday, and that, in
The City of New York, is not a day on which banking institutions are generally
authorized or obligated by law to close.
The "Interest Determination Date" pertaining to an Interest Reset Date will
be the Business Day preceding such Interest Reset Date.
"Interest Period" means the period from and including June 29, 1998, to but
excluding the first Interest Payment Date and each successive period from and
including an Interest Payment Date to but excluding the next Interest Payment
Date or maturity, as the case may be.
Chase shall be the initial "Calculation Agent" with respect to the Notes.
The Calculation Agent will notify the Company and the Trustee of each
determination of the interest rate applicable to the Notes promptly after such
determination is made. The Trustee will, upon the request of the holder of any
Note, provide the interest rate then in effect and, if different, the interest
rate which will become effective as a result of a determination made with
respect to the most recent Interest Determination Date with respect to such
Note. The Trustee will not be responsible for determining the interest rate
applicable to any Note.
INTEREST
The rate of interest on the Notes will be reset daily (an "Interest Reset
Date"), except as provided below. The interest rate in effect on each Interest
Reset Date will be the Federal Funds Rate on the related Interest Determination
Date plus .02%; provided, however, that the interest rate in effect (i) on any
day that is not a Business Day will be the rate in effect on the immediately
preceding Business Day and (ii) for the two Business Days immediately prior to
each Interest Payment Date and at maturity will be that in effect on the second
Business Day preceding such Interest Payment Date or maturity, as the case may
be.
Interest payments for the Notes shall be the amount of interest accrued
from the date of issue or from the last date to which interest has been paid to,
but excluding, the Interest Payment Date or maturity date, as the case may be.
Accrued interest on the Notes shall be calculated by multiplying the
principal amount of the Notes by an accrued interest factor. Such accrued
interest factor will be computed by adding the interest factors calculated
S-4
<PAGE> 5
for each day in the Interest Period for which interest is being paid. The
interest factor for each such day is computed by dividing the interest rate
applicable to such day by 360. All percentages used in or resulting from any
calculation of the rate of interest on the Notes will be rounded, if necessary,
to the nearest one-hundred-thousandth of a percentage point (.0000001), with
five one-millionths of a percentage point rounded upward, and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent,
with one-half cent rounded upward.
"Federal Funds Rate" for each Interest Reset Date will be determined by the
Calculation Agent as follows:
As of the Interest Determination Date, the Calculation Agent will
determine the effective rate on such date for federal funds as published on
Telerate Page 120 under the heading "Daily Selected Money Market Rates From
The Federal Reserve," or, if not published by 3:00 P.M., New York City
time, on the related Interest Determination Date, the rate on such Interest
Determination Date as published by the Federal Reserve Bank of New York in
its daily statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any successor publication ("Composite
Quotations") under the column "Effective Rate" under the heading "Federal
Funds." If by 3:00 P.M., New York City time, on the related Interest
Determination Date such rate is not published either on Telerate Page 120
or in Composite Quotations, then the Federal Funds Rate on such Interest
Determination Date will be calculated by the Calculation Agent and will be
the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of
federal funds transactions in The City of New York selected by the
Calculation Agent prior to 9:00 A.M., New York City time, on such Interest
Determination Date; provided, however, that if the brokers so selected by
the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Interest Determination Date will
be the Federal Funds Rate in effect on such Interest Determination Date.
"Telerate Page 120" means the display designated as page "120" on the
Telerate Service (or such other page as may replace Page 120 on that
service).
BOOK-ENTRY SYSTEM
Upon issuance, the Notes will be represented by Global Securities
registered in the name of Cede & Co., as nominee of The Depository Trust
Company, which will act as the depositary for the Notes (the "Depositary"). The
Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. The Depositary holds securities that its participants ("Participants")
deposit with the Depositary. The Depositary also facilitates the settlement
among Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. "Direct Participants" include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. The Depositary is owned by a number of its Direct Participants
and by The New York Stock Exchange, Inc., the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to the Depositary's
system is also available to others, such as securities brokers and dealers,
banks and trust companies, that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to the Depositary and its Participants are
on file with the Securities and Exchange Commission.
S-5
<PAGE> 6
Purchases of the Notes under the Depositary's system must be made by or
through Direct Participants, which will receive a credit for the Notes on the
Depositary's records. The ownership interest of each actual purchaser of a Note
(a "Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from the Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Notes are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in Global
Securities, except in the event that use of the book-entry system for the Notes
is discontinued.
To facilitate subsequent transfers, all Notes deposited by Participants
with the Depositary are registered in the name of the Depositary's partnership
nominee, Cede & Co. The deposit of Notes with the Depositary and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
The Depositary has no knowledge of the actual Beneficial Owners of the Notes;
the Depositary's records reflect only the identity of the Direct Participants to
whose accounts the Notes are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
As long as the Notes are held by the Depositary or its nominee and the
Depositary continues to make its same-day funds settlement system available to
the Company, all payments of principal of and interest on the Notes will be made
by the Company in immediately available funds to the Depositary. The Company has
been advised that the Depositary's practice is to credit Direct Participants'
accounts on the applicable payment date in accordance with their respective
holdings shown on the Depositary's records unless the Depositary has reason to
believe that it will not receive payment on such date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of the Depositary, the Trustee or the Company, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to the Depositary is the responsibility
of the Company or the Trustee, disbursement of such payments to Direct
Participants shall be the responsibility of the Depositary and disbursement of
such payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement system. Accordingly,
the Depositary will require that secondary trading activity in the Notes settle
in immediately available funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in the
Notes.
The Company expects that conveyance of notices and other communications by
the Depositary to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. In addition,
neither the Depositary nor Cede & Co. will consent or vote with respect to the
Notes; the Company has been advised that the Depositary's usual procedure is to
mail an omnibus proxy to the Company as soon as possible after the record date
with respect to such consent or vote. The omnibus proxy would assign Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
the Notes are credited on such record date (identified in a listing attached to
the omnibus proxy).
S-6
<PAGE> 7
The Depositary may discontinue providing its services as securities
depositary with respect to the Notes at any time by giving reasonable notice to
the Company or the Trustee. Under such circumstances, if a successor depositary
is not appointed by the Company within 90 days, the Company will issue
individual definitive Notes in exchange for all the Global Securities
representing such Notes. In addition, the Company may at any time and in its
sole discretion determine not to have the Notes represented by Global Securities
and, in such event, will issue individual definitive Notes in exchange for all
the Global Securities representing the Notes. Individual definitive Notes so
issued will be issued in denominations of $1,000 and any larger amount that is
an integral multiple of $1,000 and registered in such names as the Depositary
shall direct.
The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
CONCERNING THE TRUSTEE
Chase serves as trustee with respect to twenty-eight other series of Debt
Securities previously issued under the Indenture. In addition, Chase acts as
trustee with respect to various debt securities issued under indentures
originally executed by Manufacturers Hanover Trust Company and Chemical Bank,
respectively. Chase acts as depository for funds of, extends credit to, and
performs other banking services for, the Company in the normal course of
business.
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated as of June 24, 1998, Credit Suisse First Boston Corporation (the
"Underwriter") has agreed to purchase from the Company, and the Company has
agreed to sell to the Underwriter, the entire principal amount of the Notes.
The Underwriting Agreement provides that the obligations of the Underwriter
are subject to certain conditions precedent and that the Underwriter will be
obligated to purchase all of the Notes if any are purchased.
The Underwriter has advised the Company that it proposes to offer the Notes
from time to time for sale in one or more negotiated transactions, or otherwise,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Underwriter may effect
such transactions by selling the Notes to or through dealers, and such dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Underwriter and/or the purchasers of the Notes for whom
they may act as agent. The Underwriter and any dealers that participate with the
Underwriter in the distribution of the Notes may be deemed to be underwriters,
and any discounts or commissions received by them and any profit on the resale
of the Notes by them may be deemed to be underwriting discounts or commissions,
under the Securities Act of 1933, as amended.
The Company has been advised by the Underwriter that it currently intends
to make a market in the Notes, but is not obligated to do so and may discontinue
such market making at any time without notice. No assurance can be given as to
the liquidity of any trading market for the Notes.
The Underwriting Agreement provides that the Company will indemnify the
Underwriter against certain liabilities, including civil liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriter
may be required to make in respect thereof.
S-7
<PAGE> 8
------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE 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
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary Financial Information......... S-2
Description of the Notes.............. S-4
Underwriting.......................... S-7
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>
======================================================
[ASSOCIATES CORP. OF NORTH AMERICA LOGO]
$600,000,000
FLOATING RATE SENIOR NOTES
DUE JUNE 29, 1999
PROSPECTUS SUPPLEMENT
[CS FIRST BOSTON LOGO]
------------------------------------------------------
