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As Filed with the Securities and Exchange Commission on April 21, 1998
Registration No. 333-65577
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
Delaware 74-1494554
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
CHESTER D. LONGENECKER, Esq.
250 East Carpenter Freeway Executive Vice President
Irving, Texas 75062-2729 and General Counsel
972-652-4000 250 East Carpenter Freeway
Address, including zip code, and Irving, Texas 75062-2729
telephone number, including area code, 972-652-4000
of registrant s principal offices) (Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Copy to:
TIMOTHY M. HAYES, Esq.
P.O. Box 660237
Dallas, Texas 75266-0237
This post-effective amendment to the registration statement shall become
effective upon order of the Commission acting pursuant to Section 8(c) of the
Securities Act of 1933.
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The Registrant filed its Registration Statement on Form S-3, No. 33-63577
on October 20, 1995 with the Commission, Amendment No. 1 to such registration
filed on November 17, 1995, by the Company with the Commission, Amendment
No. 2 to such registration filed on November 30, 1995, by the Company with
the Commission,which Registration Statement, as so amended, was declared
effective by the Commission on December 4, 1995. Sales under such Registration
Statement were terminated on April 21, 1998. Of the $7,600,000,000 original
principal amount of Securities registered, $7,599,650,000 were sold
leaving $350,000 principal amount of Securities remaining unsold
at the time of termination of sales hereunder. The purpose of this
Post-Effective Amendment No. 1 is to de-register such $350,000 principal
amount remaining unsold pursuant to the undertaking of the Registrant
contained in the Registration Statement.
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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
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irving,
and State of Texas, on the 21st day of April 1998.
ASSOCIATES CORPORATION OF NORTH AMERICA
By: /s/ Chester D. Longenecker
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Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed below
by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<C> <S> <C>
*K. W. Hughes Chairman of the Board,
K. W. Hughes) Principal Executive Officer
and Director
*Roy A. Guthrie Senior Executive Vice President and
(Roy A. Guthrie) Principal Financial Officer
</TABLE>
April 21, 1998
<TABLE>
<C> <S> <C>
/s/John F. Stillo Senior Vice President,
(John F. Stillo) Comptroller and Principal
Accounting Officer
*H. D. Marshall Director
(H. D. Marshall)
</TABLE>
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*By signing his name hereto, Chester D. Longenecker signs this document
on behalf of each of the persons indicated above pursuant to powers of
attorney duly executed by such persons.
By:/s/ Chester D. Longenecker
Chester D. Longenecker
Attorney-in-Fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
<S> <C>
25 - Powers of Attorney (Previously Filed). <C>
</TABLE>
