<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) August 20, 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 August 20, 1998 of $625,000,000 principal
amount of Putable/Callable Senior Notes due August 27, 2011, Putable/Callable
August 27, 2001:
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: August 25, 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-1
CUSIP:
ASSOCIATES CORPORATION OF NORTH AMERICA
PUTABLE/CALLABLE SENIOR NOTE DUE AUGUST 27, 2011,
PUTABLE/CALLABLE AUGUST 27, 2001
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: August 27, 2011; subject to mandatory repayment of
principal to the Holder hereof pursuant to the Call
Option and Put Option described below under "Call
Option; Put Option"
CALL/PUT OPTION: The Notes may be called by the Callholder (as defined
below) prior to Maturity, as described below under
"Call Option; Put Option." The Notes may be repaid
pursuant to the Put Option prior to Maturity as
described below under "Call Option; Put Option"
DATED DATE: August 27, 1998
INTEREST PAYMENT DATES: For the period from and including August 27, 1998 to
but excluding August 27, 2001 (the "Floating Rate
Period"): February 27, May 27, August 27 and
November 27 of each year and for the period from
and including August 27, 2001 to but excluding
August 27, 2011: February 27 and August 27 of each
year, and, in any case, 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)
OPTION CALCULATION Warburg Dillon Read LLC
AGENT:
LIBOR CALCULATION
AGENT: The Chase Manhattan Bank
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 rates determined in the manner described below under
"Interest During Floating Rate Period" and "Coupon Reset Process After the
Floating Rate Period" 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 $625,000,000, 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
(the "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 Putable/Callable Senior Notes due August 27,
2011, Putable/Callable August 27, 2001 (the "Notes").
Interest During Floating Rate Period
During the Floating Rate Period, interest on the Notes will be payable
on February 27, May 27, August 27 and November 27 of each year (each an
"Interest Payment Date"), commencing on November 27, 1998, and at Maturity, if
any, during such period, except that if any such Interest Payment Date falls
on a day that is not a Business Day (as defined below), such Interest Payment
Date will be the next day that is a Business Day unless it would thereby fall
into the next calender month, in which event such Interest Payment Date shall
be brought forward to the immediately preceding Business Day.
During the Floating Rate Period, the rate of interest for each Interest
Period (as defined below) is the Three-Month LIBOR Rate plus .10%.
The "Three-Month LIBOR Rate" for an Interest Period means a rate equal
to the Floating Rate (as defined in the ISDA Definitions) that would be
determined by the LIBOR Calculation Agent (as defined below) under an interest
rate swap transaction if the LIBOR Calculation Agent were acting as
Calculation Agent (as defined in the ISDA Definitions) for that swap
transaction under the terms of an agreement incorporating the ISDA Definitions
and under which:
(i) the Floating Rate Option (as defined in the ISDA
Definitions) is USD-LIBOR-BBA;
(ii) the Designated Maturity (as defined in the ISDA
Definitions) is three months; and
(iii) the Reset Date (as defined in the ISDA Definitions)
is the first day of that Interest Period.
Interest on the Notes will be paid to the persons in whose names the
Notes are registered at the close of business on the date 15 days next
preceding any Interest Payment Date (whether or not a Business Day); provided,
however, that interest payable at Maturity will be payable to the persons to
whom the principal of such Notes shall be payable.
Interest payments for the Notes shall be the amount of interest accrued
from the date of issue or from the last date to which interest has been paid
to, but excluding, the Interest Payment Date or Maturity, as the case may be.
Interest is computed by dividing the actual number of days in the Interest
Period by 360.
"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.
"Interest Period" means (i) the period from and including August 27,
1998, to but excluding the first Interest Payment Date, and (ii) each
successive period from and including an Interest Payment Date to but excluding
the next Interest Payment Date or at Maturity, as the case may be.
"ISDA Definitions" means the 1991 ISDA Definitions, as amended and
updated as of the date hereof, published by the International Swaps and
Derivatives Association, Inc.
"USD-LIBOR-BBA" means that the rate for a Reset Date will be the rate
for deposits in U.S. Dollars for a period of the Designated Maturity which
appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the day
that is two London Banking Days (as defined in the ISDA Definitions) preceding
that Reset Date. If such rate does not appear on the Telerate Page 3750, the
rate for that Reset Date will be determined as if the parties had specified
"USD-LIBOR-Reference Banks" as the applicable Floating Rate Option. "USD-
LIBOR-Reference Banks" means that the rate for a Reset Date will be determined
on the basis of the rates at which deposits in U.S. Dollars are offered by the
Reference Banks (as defined in the ISDA Definitions) at approximately 11:00
a.m., London time, on the day that is two London Banking Days preceding that
Reset Date to prime banks in the London interbank market for a period of the
Designated Maturity commencing on that Reset Date and in a Representative
Amount (as defined in the ISDA Definitions). The LIBOR Calculation Agent (as
defined below) will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that Reset Date will be the arithmetic
mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that Reset Date will be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the LIBOR
Calculation Agent, at approximately 11:00 a.m., New York City time, on that
Reset Date for loans in U.S. Dollars to leading European banks for a period of
the Designated Maturity commencing on that Reset Date and in a Representative
Amount.
The Chase Manhattan Bank shall be the initial LIBOR Calculation Agent
(the "LIBOR Calculation Agent") hereunder. During the Floating Rate Period,
the LIBOR Calculation Agent will notify the Company and the Trustee of each
determination of the interest rate applicable to the Notes promptly after such
determination is made. The Trustee will, upon the request of the Holder of
any Note, provide the interest rate then in effect and, if different, the
interest rate which will become effective as a result of determination made
with respect to the most recent Interest Determination Date (which shall be
the second London Banking Day preceding the relevant Reset Date)with respect
to such Note. The Trustee will not be responsible for determining the
interest rate applicable to any Note.
Call Option; Put Option
(A) Call Option. The Company, or any successor and assign (in
such capacity, the "Callholder"), has the right to purchase the Notes, in
whole but not in part (the "Call Option"), at a price equal to 100% of the
principal amount thereof (the "Call Price"), on August 27, 2001 (the "Coupon
Reset Date"). In the event the Callholder exercises its rights under the Call
Option, (i) the Callholder shall deliver the Call Price in immediately
available funds to the Trustee not later than 2:00 p.m., New York time, on the
Business Day prior to the Coupon Reset Date; (ii) the Holders of the Notes
shall be required to deliver the Notes to the Callholder in exchange for the
Call Price to be paid on the Coupon Reset Date and (iii) the Company shall, on
the Coupon Reset Date, pay interest accrued to, but excluding the Coupon Reset
Date to Holders of Notes as of the most recent Regular Record Date. In such
event, all of the Notes will be delivered to the account of the Trustee by
book-entry through the facilities of the Depository, and the Trustee will make
payment to the Depositary participant of each beneficial owner's Notes, by
book-entry through the Depositary by the close of business on the Coupon Reset
Date.
(1) Notice. The Callholder must deliver irrevocable,
written notice (the "Call Notice") to the Trustee of its exercise of the Call
Option prior to 4:00 p.m., New York time, no later than fifteen (15) calendar
days prior to the Coupon Reset Date.
(2) Termination of Call Option.
(a) If (i) at any time on or prior to the Coupon Reset Date an Event of
Default (as defined in the Indenture) shall have occurred and be continuing;
(ii) at any time on or prior to the Coupon Reset Date an "Event of Default"
with respect to any senior indebtedness in excess of 2% of stockholders'
equity of the Company, as such Event of Default is defined in any note,
indenture, credit agreement or other similar document relating to such senior
indebtedness, shall have occurred and be continuing; or (iii) three or more of
the Dealers have failed to provide timely Bids (as described and defined below
under "Coupon Reset Process After the Floating Rate Period"), then (y) the
Call Option shall automatically terminate and (z) no amount shall be payable
as a result of such termination.
(b) If the Callholder shall fail to pay the Call Price by 2:00 p.m.,
New York time, on the Business Day prior to the Coupon Reset Date, then
(i) the Call Option shall immediately terminate and (ii) no amount shall be
payable as a result of such termination. No Holder of Notes shall have any
rights or claims against the Callholder as a result of the Callholder
purchasing or not purchasing the Notes.
(3) Successors and Assigns. The Callholder may at any time
assign its rights and obligations under the Call Option; provided that (i) it
assigns its rights and obligations in whole and not in part and (ii) it
provides the Trustee with notice of such assignment contemporaneously with
such assignment. Upon receipt of notice of assignment, the Trustee agrees to
treat the assignee as Callholder for all purposes hereunder. The Callholder
may assign its rights under the Call Option without notice to, or consent of,
the Holder.
(B) Put Option. If the Call Option has not been exercised, or in
the event the Callholder is not required or fails to deliver the Call Price to
the Trustee not later than 2:00 p.m. New York time on the Business Day prior
to the Coupon Reset Date, the Trustee shall exercise for and on behalf of the
Holder the option to put the Notes to the Company (the "Put Option"). Upon
exercise of the Put Option, the Company shall purchase all of the Notes on
August 27, 2001, at a purchase price equal to 100% of the principal amount
thereof (the "Put Redemption Price"). The Put Option will be exercised
automatically by the Trustee, on behalf of the Holder, if the Call Option has
not been exercised. If the Trustee exercises the Put Option, the Company will
deliver the Put Redemption Price to the Trustee, together with the accrued and
unpaid interest due on August 27, 2001, by no later than 12:00 noon New York
time on the Coupon Reset Date and the Holder will be required to deliver the
Notes to the Company against payment therefor on the Coupon Reset Date through
the facilities of the Depositary. No Holder of any Notes or any interest
therein has the right to notice of, or to consent or object to the Trustee's
duty to exercise the Put Option.
Coupon Reset Process After the Floating Rate Period
(A) If the Company (or its successor and assign) as Callholder under
the Call Option, has exercised the Call Option in accordance with the
procedures set forth under "Call Option; Put Option" above, the Company and
Warburg Dillon Read LLC (the "Option Calculation Agent") shall complete the
following steps (the "Coupon Reset Process") in order to determine the
interest rate to be paid on the Notes from and including such Coupon Reset
Date to Maturity.
(1) The Company shall provide the Option Calculation Agent
with a list (the "Dealer List"), no later than seven Business Days prior to
the Coupon Reset Date, containing the names and addresses of five dealers (the
"Dealers"), one of which shall be Warburg Dillon Read LLC, from which it
desires the Option Calculation Agent to obtain the Bids (as defined below) for
the purchase of the Notes.
(2) Within one Business Day following receipt by the Option
Calculation Agent of the Dealer List, the Option Calculation Agent shall
provide to each Dealer on the Dealer List (a) a copy of the Prospectus dated
November 7, 1997 and a copy of the Prospectus Supplement dated August 20,
1998, relating to the offering of the Notes; (b) a copy of the form of Notes
and (c) a written request that each such Dealer submit a Bid to the Option
Calculation Agent by 12:00 noon, New York time (the "Bid Deadline"), on the
third Business Day prior to the Coupon Reset Date (the "Bid Date"). "Bid"
shall mean an irrevocable written offer given by a Dealer for the purchase of
all of the Notes, settling on the Coupon Reset Date, and shall be quoted by
such Dealer as a stated yield to Maturity on the Notes ("Yield to Maturity").
Each Dealer shall be provided with (i) the name of the Company, (ii) an
estimate of the Purchase Price (which shall be stated as a US Dollar amount
and be calculated by the Option Calculation Agent in accordance with clause
(3) below), (iii) the principal amount and Maturity of the Notes and (iv) the
method by which interest will be calculated on the Notes.
(3) The purchase price to be paid by any Dealer for the
Notes (the "Purchase Price") shall be equal to (a) the principal amount of the
Notes plus (b) a premium (the "Notes Premium") which shall be equal to the
excess, if any, of (i) the discounted present value to the Coupon Reset Date
of a bond with a Maturity of August 27, 2011 which has an interest rate of
5.382%, semi-annual interest payments on each February 27 and August 27,
commencing February 27, 2002, on a principal amount of $625,000,000, and
assuming a discount rate equal to the Treasury Rate (as defined below) over
(ii) $625,000,000. "Treasury Rate" means the per annum rate equal to the
offer side yield to Maturity of the current on-the-run ten-year United States
Treasury Security (the "Ten Year Yield") per Telerate Page 500 (or such other
page as may replace Telerate Page 500 on that service for the purpose of
displaying the Ten Year Yield) at 11:00 a.m., New York time on the Bid Date
(or such other date or time that may be agreed upon by the Company and the
Option Calculation Agent) or, if such rate does not appear on Telerate Page
500 (or such other page as may replace Telerate Page 500 on that service for
the purpose of displaying the Ten Year Yield) at such time, the rates on GovPx
End-of-Day Pricing at 3:00 p.m. on the Bid Date.
(4) Following receipt of the Bids, the Option Calculation
Agent shall provide written notice to the Company, setting forth (a) the names
of each of the Dealers from whom the Option Calculation Agent received Bids on
the Bid Date, (b) the Bid submitted by each such Dealer and (c) the Purchase
Price as determined pursuant to paragraph (3) above. Except as provided
below, the Option Calculation Agent shall thereafter select from the Bids
received the Bid with the lowest Yield to Maturity (the "Selected Bid") and
establish the Coupon Reset Rate equal to the interest rate which would
amortize the Notes Premium fully over the term of the Notes at the Yield to
Maturity indicated by the Selected Bid; provided, however, that if the Option
Calculation Agent has not received a Bid from a Dealer by the Bid Deadline,
the Selected Bid shall be the lowest of all Bids received by such time; and
provided, further that if any two or more of the lowest Bids submitted are
equivalent, the Company shall in its sole discretion select any of such
equivalent Bids (and such selected Bid shall be the Selected Bid).
(5) Immediately after calculating the Coupon Reset Rate, the
Option Calculation Agent shall provide written notice to the Company and the
Trustee, setting forth such Coupon Reset Rate. Effective from and including
the Coupon Reset Date, the Interest Payment Dates on the Notes shall be
February 27 and August 27 of each year, commencing February 27, 2002, and at
Maturity. The Company shall thereafter confirm the Coupon Reset Rate as the
new interest rate on the Notes, effective from and including the Coupon Reset
Date, by delivery to the Trustee on or before the Coupon Reset Date of an
officer's certificate.
(6) the Callholder shall sell the Notes to the Dealer that
made the Selected Bid at the Purchase Price, such sale to be settled on the
Coupon Reset Date in immediately available funds.
(B) If the Option Calculation Agent determines that (i) at any time on
or prior to the Coupon Reset Date, an Event of Default with respect to the
Notes shall have occurred and be continuing, (ii) at any time on or prior to
the Coupon Reset Date an "Event of Default" with respect to any senior
indebtedness in excess of 2% of stockholders' equity of the Company, as such
Event of Default is defined in any note, indenture, credit agreement or other
similar document relating to such senior indebtedness, shall have occurred and
be continuing; or (iii) three or more of the Dealers have failed to provide
timely Bids, then (y) the Call Option will automatically terminate, and (z)
the Trustee will exercise the Put Option on behalf of the Holder.
Miscellaneous Terms and Conditions
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.
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.
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for under the
within-mentioned Indenture.
Dated:
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________________
Authorized Officer
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[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.
