<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1998.
REGISTRATION NO. 333-62861
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
972-652-4000
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
74-1494554
(I.R.S. Employer Identification No.)
CHESTER D. LONGENECKER, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
972-652-4000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
---------------------
Copies to:
DAVID P. BICKS, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
TIMOTHY M. HAYES, ESQ.
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this registration statement as determined by market
conditions.
---------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------
<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
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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> 3
<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.
++ Previously filed.
II-2
<PAGE> 4
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> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment no. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dallas, Texas, on the 4th 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 amendment
no. 1 to this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<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 4, 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> 6
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.
++ Previously filed.
<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> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ....... $ 129,281
Less: Allowance for loan and lease losses ...... 2,796
Less: Allocated transfer risk reserve .......... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C> <C>
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ............................ $ 41,566
Interest-bearing ............................... 57,781
---------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing .......................... . $ 4,109
Interest-bearing ............................... 76,493
Federal funds purchased and securities sold under agreements to repurchase .......... 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ......................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<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 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ....... $ 129,281
Less: Allowance for loan and lease losses ...... 2,796
Less: Allocated transfer risk reserve .......... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C> <C>
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ............................ $ 41,566
Interest-bearing ............................... 57,781
---------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ............................ $ 4,109
Interest-bearing ............................... 76,493
Federal funds purchased and securities sold under agreements to repurchase .......... 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ......................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
