<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event) March 24, 1998
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) 1-6154
(I.R.S. Employer
Identification Number) 74-1494554
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 652-4000
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits relate to the Registrant's Registration No.
333-39273 on Form S-3 with respect to which the Registrant
commenced an offering on March 24, 1998 of $750,000,000 principal
amount of Floating Rate Senior Notes due April 23, 1999:
4(a) - Specimen Form of Note
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By: /s/ Marvin T. Runyon, III
Senior Vice President
Date: March 24, 1998<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4(a) - Specimen Form of Note
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>SPECIMEN NOTE
<PAGE>
R- $
CUSIP:
ASSOCIATES CORPORATION OF NORTH AMERICA
FLOATING RATE SENIOR NOTE DUE APRIL 23, 1999
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR THE REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
PRINCIPAL AMOUNT:
MATURITY DATE:April 23, 1999
DATED DATE: March 26, 1998
INTEREST PAYMENT DATES: April 23, July 23 and October 23, 1998,
January 23,1999 and at Maturity
REGULAR RECORD DATES: Close of business on the date 15 days immediately
preceding each Interest Payment Date (whether or not
a Business Day)
INITIAL CALCULATION AGENT: The Chase Manhattan Bank
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA, a Delaware corporation
(the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal amount set forth on the
face hereof on the Maturity Date set forth on the face hereof, and to pay
interest thereon, at the interest rate described below, from the Dated Date
hereof or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, on the Interest Payment Dates set forth on the
face hereof and at Maturity, until the principal hereof has been paid or made
available for payment. The interest so payable, and punctually paid or
provided for, on any Interest Payment Date will, as provided in the Indenture
(as hereinafter defined), be paid to the Person in whose name this Note (or
one or more Predecessor Securities as defined in said Indenture) is registered
at the close of business on the Regular Record Date for such interest as set
forth on the face hereof (whether or not a Business Day, as hereinafter
defined), as the case may be, next preceding such Interest Payment Date;
provided, however, interest payable at Maturity will be payable to the Person
to whom the principal hereof shall be payable. Any such interest which is
payable, but is not punctually paid or duly provided for on any Interest
Payment Date, shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a record date ("Special Record Date") not less than 10 days prior
to the date fixed by the Trustee for payment of such defaulted interest,
notice of which Special Record Date shall be given to Holders of Notes not
less than 15 days prior to such record date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose at the Corporate
Trust Office of the Trustee, or, at the option of the Holder, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or at such additional offices or agencies maintained for
such purpose as the Company may from time to time designate, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that (i)
payment of interest will be made (subject to collection) by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register or, if appropriate wire transfer instructions have been
received in writing by the Trustee at its Corporate Trust Office or at its
corporate trust facility in the Borough of Manhattan, The City of New York,
not later than five Business Days prior to the record date for an applicable
Interest Payment Date, by wire transfer of immediately available funds; (ii)
payment of principal hereof at Maturity and any interest due upon Maturity
will be made in immediately available funds upon surrender of this Note at the
Corporate Trust Office of the Trustee or at the corporate trust facility of
the Trustee located in the Borough of Manhattan, The City of New York, or at
such additional offices or agencies maintained for such purpose as the Company
may from time to time designate; and (iii) notwithstanding the foregoing, if
indicated on the face hereof that this Note is a Global Security, payments in
respect of the Notes (including principal and interest) will be made by wire
transfer of immediately available funds to the account of the Depositary as
specified by the Depositary.
This Note is one of a duly authorized issue of debentures, notes
or other evidences of indebtedness (hereinafter called the "Securities") of
the Company of the series hereinafter specified, which series is limited in
aggregate principal amount to $750,000,000, all such Securities issued and
to be issued under an indenture dated as of November 1, 1995 (hereinafter
called the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee, to which Indenture and all indentures supplemental thereto reference
is hereby made for a specification of the rights and limitation of rights
thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee and of the Company. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Securities
designated therein as Floating Rate Senior Notes due April 23, 1999 (the
"Notes").
The Notes may not be redeemed prior to their Stated Maturity and
will not be subject to any sinking fund.
Interest on the Notes is payable quarterly in arrears on the
Interest Payment Dates set forth on the face hereof 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 payments for the Notes shall be the amount of interest
accrued from the Dated Date or from the last date to which interest has been
paid to, but excluding, the Interest Payment Date or Maturity, as the case may
be.
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 (as defined below)
on the related Interest Determination Date (as defined below) plus .01%;
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.
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 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, 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.
"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 March 26,
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.
"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 the 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).
The calculations pertaining to an Interest Determination Date
shall be made the earlier of (i) the tenth calendar day after such Interest
Determination Date or if any such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity Date, as the case may be. The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing, and as otherwise requested by the Company or the Trustee, and will
confirm in writing such calculation to the Company, the Trustee and any Paying
Agent immediately after each determination. Neither the Trustee nor any
Paying Agent shall be responsible for any such calculation. At the request of
the Holder hereof the Trustee will provide to the Holder hereof the interest
rate hereon then in effect and, if determined, the interest rate which will
become effective as a result of a determination made with respect to the next
Interest Determination Date.
If an Event of Default with respect to the Notes, as defined in
the Indenture, shall occur and be continuing, the principal of all the Notes
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company with the consent of the Holders
of 66 2/3% in aggregate principal amount of the Securities at the time
Outstanding, as defined in the Indenture, of each series of Securities to be
affected thereby. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
Securities of any series at the time Outstanding, as defined in the Indenture,
on behalf of the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences with respect to such
series. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable on the Securities Register of the
Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company to be maintained for that purpose at the
Corporate Trust Office of the Trustee, or the office or agency of the Company
to be maintained for that purpose in the Borough of Manhattan, The City of New
York, or at such additional offices or agencies maintained for such purpose as
the Company may from time to time designate, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the Securities Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
If indicated on the face hereof that this Note is a Global
Security, it is exchangeable, in whole but not in part, for Notes registered
in the names of Persons other than the Depositary or its nominee or in the
name of a successor to the Depositary or a nominee of such successor
depositary only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Note and a successor
depositary is not appointed by the Company within 90 days of the receipt by
the Company of such notice or of the Company becoming aware of such
ineligibility, or (ii) the Company in its sole discretion at any time
determines not to have all of the Notes represented by one or more Global
Security or Securities. If this Note is exchangeable pursuant to the
preceding sentence, it shall be exchangeable for Notes of like tenor and terms
in definitive form in aggregate principal amount equal to the principal amount
of the Global Security; provided, that the Company shall exchange all the
Global Securities representing the Notes in such manner. Subject to the
foregoing, if this Note is a Global Security it is not exchangeable, except
for a Note or Notes of the same aggregate denominations to be registered in
the name of such Depositary or its nominee or in the name of a successor to
the Depositary or a nominee of such successor depositary. If not indicated on
the face hereof that this Note is a Global Security, this Note is exchangeable
for a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same, as provided in
the Indenture and subject to certain limitations therein set forth.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000.
No service charge shall be made for any such transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the registration of such
transfer or exchange, other than certain exchanges not involving any transfer.
Certain terms used in this Note which are defined in the Indenture
have the meanings set forth therein.
THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal as of the Dated Date set forth on the
face hereof.
ASSOCIATES CORPORATION OF
NORTH AMERICA
[Seal]
By: _____________________________
Senior Vice President
Attest:
______________________
Assistant Secretary
Unless the certificate of authentication hereon has been executed
by The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for under the
within-mentioned Indenture.
Date of Registration:
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________________
Authorized Signatory<PAGE>
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ____________ Custodian _______________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee ____________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________________________________________________________
_______________________________________________________________
the within Note of Associates Corporation of North America and all rights
thereunder, hereby irrevocably constituting and appointing
______________________________________________ Attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.
Dated: ___________________________
_____________________________________
_____________________________________
Notice: The signature to this assignment must
correspond with the name as written
on the face of the within instrument
in every particular, without
alteration or enlargement, or any
change whatever.
