<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1998.
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Debt Securities and Warrants
to purchase Debt
Securities................. $12,500,000,000(1) 100% $12,500,000,000(2) $3,687,500
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</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 $12,500,000,000.
(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
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<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>
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* Omitted since answer is negative or not applicable.
<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION DATED SEPTEMBER 3, 1998
PROSPECTUS
<TABLE>
<S> <C>
(LOGO)
LOGO
</TABLE>
Debt Securities
Warrants to Purchase Debt Securities
---------------------
Associates Corporation of North America (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 to purchase Debt Securities (the "Warrants") (the Debt Securities and
the Warrants are collectively referred to herein as the "Securities") for
proceeds up to $12,500,000,000, 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 in amounts, at prices and 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.
---------------------
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1998
<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. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------
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, 1997, its Quarterly Reports on Form 10-Q for the quarter ended March 31,
1998 and the quarter ended June 30, 1998 and its Current Reports on Form 8-K
filed as of January 7, 1998, January 20, 1998, March 3, 1998, March 25, 1998,
April 8, 1998, April 14, 1998, April 17, 1998, May 5, 1998, May 22, 1998, June
25, 1998, July 14, 1998, July 28, 1998, August 11, 1998 and August 26, 1998,
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 and principal U.S.-based
operating unit of Associates First Capital Corporation ("First Capital"). Prior
to April 7, 1998, First Capital was a majority indirect-owned subsidiary of Ford
Motor Company ("Ford"). On April 7, 1998, Ford completed a spin-off of its
interest in First Capital in the form of a tax-free distribution of its First
Capital shares to Ford Common and Ford Class B stockholders whereby First
Capital is no longer a subsidiary of 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.
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, 1997, Associates had 1,580 branch offices in the United
States and Puerto Rico. 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
1993 1994 1995 1996 1997 JUNE 30, 1998
---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C>
1.64 1.64 1.56 1.59 1.56 1.52
</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 to be applied to fund investments in, or
extensions of credit to, its subsidiaries; to reduce other outstanding
indebtedness; to fund acquisitions by the Company and its subsidiaries of other
companies or finance receivables; or for such other purposes as may be set forth
in the Prospectus Supplement. Pending such application, such net proceeds may be
temporarily invested or applied to the reduction of short-term debt. 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" and individually as an "Indenture". 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, 1998, Superior
Indebtedness aggregated approximately $45.5 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 Debt Securities are issued pursuant to an Indenture with a
Trustee which is also a Trustee for any subordinate or superior class of Debt
Securities pursuant to an Indenture, the occurrence of any default under either
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 one such Indenture. In the event of the Trustee's
resignation, the Company shall promptly appoint a successor trustee with respect
to the affected Debt 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 TO PURCHASE DEBT SECURITIES
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 in any one or more of the following
ways from time to time: (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 offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, by one or more firms
("remarketing firms") acting as principals for their own accounts or as agents
for the Company. Any remarketing firm will be identified and the terms of its
agreement, if any, with the Company and its compensation will be described in
the Prospectus Supplement. Remarketing firms may be deemed to be underwriters in
connection with the Securities remarketed thereby.
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
9
<PAGE> 12
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 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, 1997 and 1996 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, 1997,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of PricewaterhouseCoopers LLP, 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............ $3,687,500
Accounting Fees............................................. 72,000
Legal Fees.................................................. None
Printing and Engraving...................................... 1,100,000*
Trustees' and Warrant Agent's Charges....................... 90,000*
Rating Agency Fees.......................................... 1,800,000
Blue Sky Fees and Expenses.................................. 90,000
Miscellaneous............................................... 660,500
----------
Total............................................. $7,500,000
==========
</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 First Capital and its subsidiaries.
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 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, 1997 is
incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
The computation of ratio of earnings to fixed charges for
the six-month period ended June 30, 1998 is incorporated
by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
+23 -- Consent of PricewaterhouseCoopers LLP. 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 a Current Report on Form 8-K filed May 22,
1998.
** 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.
****** Incorporated by reference to the Company's Registration Statement No.
33-1941.
+ Filed herewith.
II-2
<PAGE> 15
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) 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dallas, Texas, on the 3rd day of September, 1998.
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
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
KEITH W. HUGHES* Chairman of the Board,
- ----------------------------------------------------- Chief Executive Officer
(Keith W. Hughes) and Director
ROY A. GUTHRIE* Senior Executive Vice
- ----------------------------------------------------- President, Chief
(Roy A. Guthrie) Financial Officer and
Director September 3, 1998
HAROLD D. MARSHALL* President, Chief
- ----------------------------------------------------- Operating Officer and
(Harold D. Marshall) Director
/s/ JOHN F. STILLO Senior Vice President,
- ----------------------------------------------------- Comptroller and
(John F. Stillo) Principal Accounting
Officer
</TABLE>
- ---------------
* 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
------- -------------------------
<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 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, 1997 is
incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
The computation of ratio of earnings to fixed charges for
the six-month period ended June 30, 1998 is incorporated
by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
+23 -- Consent of PricewaterhouseCoopers LLP. 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 a Current Report on Form 8-K filed May 22,
1998.
** 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.
****** Incorporated by reference to the Company's Registration Statement No.
33-1941.
+ Filed herewith.
<PAGE> 1
EXHIBIT 5
September 3, 1998
Associates Corporation of North America
250 E. Carpenter Freeway
Irving, TX 75062-2729
Gentlemen:
I am Assistant General Counsel of Associates Corporation of North
America, a Delaware corporation (the "Company"). In that capacity, I have
reviewed the Registration Statement on Form S-3, as filed with the Securities
and Exchange Commission on or about September 3, 1998 (the "Registration
Statement"). Pursuant to the Registration Statement, up to $12,500,000,000
aggregate principal amount of debt securities and warrants to purchase debt
securities of the Company are issuable from time to time pursuant to the
indentures described below. Such debt securities are hereafter referred to as
"Debt Securities" and such warrants to purchase debt securities are hereafter
referred to as "Warrants".
The Debt Securities will constitute either senior or subordinated debt
of the Company. The Senior Securities will be issued under an indenture dated as
of November 1, 1995 with The Chase Manhattan Bank (the "Chase Senior Indenture")
or one or more separate indentures 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, substantially in the Form of indenture filed as
Exhibit 4(b)(i) to the Registration Statement (each, a "Senior Indenture"). The
Subordinated Securities will be issued under an indenture dated as of November
1, 1995 with The Chase Manhattan Bank (the "Chase Subordinated Indenture") or
one or more separate indentures 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, substantially in the Form of indenture filed as
Exhibit 4(b)(ii) to the Registration Statement (each, a "Subordinated
Indenture"). The Warrants will be issued under a warrant agreement (the "Warrant
Agreement") to be entered into between the Company and a warrant agent,
substantially in the form of agreement filed as Exhibit 4(c) to the Registration
Statement. Please be advised that I am of the opinion that:
1. The Chase Senior Indenture and the Chase Subordinated Indenture have
been duly authorized, executed and delivered by the Company and each Senior
Indenture and Subordinated Indenture, when the Trustee thereunder has been
qualified pursuant to the Trust Indenture Act of 1939 and when such indenture
has been duly authorized by appropriate corporate action and duly executed, will
have been duly authorized, executed and delivered by the Company and constitutes
or will constitute, as the case may be, legal, valid and binding
<PAGE> 2
Associates Corporation of North America
September 3, 1998
Page 2
obligations of the Company, except in each case as limited by bankruptcy;
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.
2. The Debt Securities, when duly authorized by appropriate corporate
action, duly executed, authenticated and delivered in the form approved pursuant
to and in accordance with the respective indenture pursuant to which they are
issued and sold as described in the Registration Statement including the
Prospectus and Prospectus Supplement relating to such Debt Securities and when
issued in compliance with applicable usury laws, will be legal, valid and
binding obligations of the Company entitled to the benefits of the respective
Indenture pursuant to which they are issued subject to bankruptcy, insolvency or
other laws affecting the enforcement of creditors' rights generally and general
equitable principles.
3. The Warrant Agreement, when duly authorized by appropriate corporate
action, executed and delivered by the Company, and the warrant certificate in
the form attached as an exhibit to the Warrant Agreement, when authorized by
appropriate corporate action, duly executed and delivered by the Company and
duly countersigned by an authorized representative of the warrant agent in
accordance with the Warrant Agreement, will be legal, valid and binding
obligations of the Company enforceable in accordance with their respective
terms, subject to bankruptcy, insolvency or other laws affecting the enforcement
of creditors' rights generally and general equitable principles.
I hereby consent that the foregoing opinion may be filed as an exhibit
to the above referenced Registration Statement. I further consent to the use of
my name in the Registration Statement and the Prospectus related thereto.
By his signature below, Frederic C. Liskow hereby consents to the use
of his name in the Registration Statement and the Prospectus related thereto.
Very truly yours,
/s/ Timothy M. Hayes
Timothy M. Hayes
Assistant General Counsel
Consent
/s/ Frederic C. Liskow
Frederic C. Liskow
Assistant General Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Associates Corporation of North America on Form S-3 (File No. 333- ) of our
report dated January 20, 1998, on our audits of the consolidated financial
statements of Associates Corporation of North America as of December 31, 1997
and 1996, and for the years ended December 31, 1997, 1996, and 1995, which
report is included in Associates Corporation of North America's Annual Report on
Form 10K for the year ended December 31, 1997. We also consent to the reference
to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
September 3, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates Corporation of North America, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of debt securities and/or
warrants to purchase debt securities bearing such name or designation and
having such seniority, maturities, redemption provisions, prepayment
provisions, sinking fund provisions, interest rates and other terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint TIMOTHY M. HAYES, ROY A. GUTHRIE, CHESTER D.
LONGENECKER AND JOHN F. STILLO, and each of them, his true and lawful
attorneys, for him and in his name, place and stead, and in his office and
capacity as aforesaid, to sign and file said Registration Statement and any and
all amendments or post-effective amendments thereto and any and all other
documents to be signed and filed with the Securities and Exchange Commission in
connection therewith, hereby granting to said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises, as fully, to all intents and
purposes, as he might or could do if personally present, hereby ratifying and
confirming in all respects all that said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO, or any of them, as said attorneys,
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 3rd day of
September, 1998.
SIGNATURE: /s/ Harold D. Marshall
Harold D. Marshall
OFFICE: President, Chief Operating Officer
and Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
a director of Associates Corporation of North America, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of debt securities and/or
warrants to purchase debt securities bearing such name or designation and
having such seniority, maturities, redemption provisions, prepayment
provisions, sinking fund provisions, interest rates and other terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint TIMOTHY M. HAYES, ROY A. GUTHRIE, CHESTER D.
LONGENECKER AND JOHN F. STILLO, and each of them, his true and lawful
attorneys, for him and in his name, place and stead, and in his office and
capacity as aforesaid, to sign and file said Registration Statement and any and
all amendments or post-effective amendments thereto and any and all other
documents to be signed and filed with the Securities and Exchange Commission in
connection therewith, hereby granting to said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises, as fully, to all intents and
purposes, as he might or could do if personally present, hereby ratifying and
confirming in all respects all that said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO, or any of them, as said attorneys,
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 3rd day of
September, 1998.
SIGNATURE: /s/ Keith W. Hughes
Keith W. Hughes
OFFICE: Chairman of the Board, Chief
Executive Officer and Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates Corporation of North America, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of debt securities and/or
warrants to purchase debt securities bearing such name or designation and
having such seniority, maturities, redemption provisions, prepayment
provisions, sinking fund provisions, interest rates and other terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint TIMOTHY M. HAYES, ROY A. GUTHRIE, CHESTER D.
LONGENECKER AND JOHN F. STILLO, and each of them, his true and lawful
attorneys, for him and in his name, place and stead, and in his office and
capacity as aforesaid, to sign and file said Registration Statement and any and
all amendments or post-effective amendments thereto and any and all other
documents to be signed and filed with the Securities and Exchange Commission in
connection therewith, hereby granting to said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises, as fully, to all intents and
purposes, as he might or could do if personally present, hereby ratifying and
confirming in all respects all that said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO, or any of them, as said attorneys,
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 3rd day of
September, 1998.
SIGNATURE: /s/ Roy A. Guthrie
Roy A. Guthrie
OFFICE: Senior Executive Vice President,
Chief Financial Officer and Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
a director of Associates Corporation of North America, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of debt securities and/or
warrants to purchase debt securities bearing such name or designation and
having such seniority, maturities, redemption provisions, prepayment
provisions, sinking fund provisions, interest rates and other terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint TIMOTHY M. HAYES, ROY A. GUTHRIE, CHESTER D.
LONGENECKER AND JOHN F. STILLO, and each of them, his true and lawful
attorneys, for him and in his name, place and stead, and in his office and
capacity as aforesaid, to sign and file said Registration Statement and any and
all amendments or post-effective amendments thereto and any and all other
documents to be signed and filed with the Securities and Exchange Commission in
connection therewith, hereby granting to said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises, as fully, to all intents and
purposes, as he might or could do if personally present, hereby ratifying and
confirming in all respects all that said TIMOTHY M. HAYES, ROY A. GUTHRIE,
CHESTER D. LONGENECKER AND JOHN F. STILLO, or any of them, as said attorneys,
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 3rd day of
September, 1998.
SIGNATURE: /s/ John F. Stillo
John F. Stillo
OFFICE: Senior Vice President, Comptroller,
and Principal Accounting Officer
<PAGE> 1
EXHIBIT 25(a)(i)
----------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of obligor as specified in its charter)
DELAWARE 74-1494554
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062-2729
(Address of principal executive offices) (Zip Code)
--------------------------------------
SENIOR DEBT SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, Suite 2310, 5 Empire State
Plaza, Albany,
New York 12223. Board of Governors of the Federal Reserve System
20th and C
Street NW, Washington, D.C., 20551 Federal Reserve Bank of New
York,
District No. 2, 33 Liberty Street, New York, N.Y. 10045.
Federal Deposit Insurance Corporation, 550 Seventeenth Street NW
Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1ST day of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
----------------------------------
ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 1
EXHIBIT 25(a)(ii)
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of obligor as specified in its charter)
DELAWARE 74-1494554
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062-2729
(Address of principal executive offices) (Zip Code)
---------------------------------------------
SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, Suite 2310, 5 Empire State
Plaza, Albany, New York 12223. Board of Governors of the Federal
Reserve System 20th and C Street NW, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1ST day of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
----------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
