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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON >JUNE 25, 1999.
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
DELAWARE 74-1494554
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
CHESTER D. LONGENECKER, ESQ.
EXECUTIVE VICE PRESIDENT
250 EAST CARPENTER FREEWAY AND GENERAL COUNSEL
IRVING, TX 75062-2729 250 EAST CARPENTER FREEWAY
972-652-4000 IRVING, TX 75062-2729
(Address, including zip code, and telephone 972-652-4000
number, including area code, of registrant's (Name, address, including zip code, and
principal executive offices) telephone
number, including area code, of agent for
service)
</TABLE>
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Copies to:
<TABLE>
<S> <C>
DAVID P. BICKS, ESQ. FREDERIC C. LISKOW, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. 250 EAST CARPENTER FREEWAY
125 WEST 55TH STREET IRVING, TX 75062-2729
NEW YORK, NY 10019
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this registration statement as determined by
market conditions.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED
MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities and Warrants to
purchase Debt Securities............ $7,000,000,000(1) 100% $7,000,000,000(2) $1,946,000
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</TABLE>
(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities and Warrants aggregating $7,000,000,000.
(2) Estimated solely for the purpose of computing the registration fee. Any
offering of Debt Securities or Warrants denominated in any foreign currency
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.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 25, 1999
PROSPECTUS
[ASSOCIATES LOGO]
$7,000,000,000
Debt Securities
Warrants to Purchase Debt Securities
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We may sell from time to time our debt securities and warrants to purchase
our debt securities having a total initial offering price of up to
U.S.$7,000,000,000, or the equivalent amount if any of these securities are
denominated in a foreign currency or foreign currency unit. The debt securities
may be either senior or subordinated in priority of payment and may be issued in
one or more series. We will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and the
accompanying prospectus supplement carefully before you invest.
We may offer these securities directly or through underwriters, dealers or
agents. The accompanying prospectus supplement describes the specific terms of
our plan of distribution. The discussion under the heading "Plan of
Distribution" below provides more information on this topic.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS JUNE , 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
Incorporation of Information We File with the SEC........... 3
Associates Corporation of North America..................... 3
Ratio of Earnings to Fixed Charges.......................... 4
Application of Proceeds..................................... 5
Description of Debt Securities.............................. 5
Description of Warrants..................................... 11
Plan of Distribution........................................ 12
Legal Opinions.............................................. 14
Experts..................................................... 14
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
United States Securities and Exchange Commission ("SEC") utilizing a "shelf"
registration process. Under this process, we may sell any combination of the
securities described in this prospectus from time to time in one or more
offerings with a total initial offering price of up to U.S.$7,000,000,000, or
the equivalent amount if any of these securities are denominated in a foreign
currency or foreign currency unit. This prospectus provides you with a general
description of the securities we may offer. Each time we offer to sell
securities, we will provide a supplement to this prospectus that will contain
specific information about the terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information" and "Incorporation of Information We File with the SEC."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the SEC. You may read and copy any document that we file with the SEC at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 to obtain further
information on the operation of the public reference rooms. Our SEC filings are
also available to the public over the Internet at the SEC's Internet web site at
http://www.sec.gov. Because we list some of our debt securities on the New York
Stock Exchange, you may also read our SEC filings at the offices of the New York
Stock Exchange located at 20 Broad Street, New York, New York 10005.
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INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus. Information that we file later with the SEC
will automatically update and supercede information contained in this prospectus
and the accompanying prospectus supplement. We incorporate by reference the
documents listed below:
- Our Annual Report on Form 10-K for the year ended December 31, 1998;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
and
- Our Current Reports on Form 8-K filed on January 21, February 5, February
8 (as amended), February 12, March 17, March 18, April 13, April 15, May
13, May 28, June 10 and June 25, 1999.
We also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, until we sell and distribute all of the securities covered by this
prospectus.
You may request a copy of any of these filings, at no cost, by writing or
telephoning us at:
Associates Corporation of North America
P.O. Box 660237
Dallas, TX 75266-0237
Attention: Secretary
Telephone: (972) 652-4000
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with additional or different information.
If anyone else has provided you with additional or different information, you
should not rely on it. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents regardless of the time of delivery of
this prospectus and the accompanying prospectus supplement or any sale of the
securities. We may provide additional updating information in the future by
means of supplements to this prospectus, the accompanying prospectus supplement
or the documents incorporated by reference. We are not offering to sell or
soliciting an offer to buy the securities described in this prospectus in any
state where the offer or sale is not permitted.
ASSOCIATES CORPORATION OF NORTH AMERICA
Associates is a leading diversified finance organization providing finance,
leasing and related services to individual consumers and businesses in the
United States and Puerto Rico. We offer a variety of consumer financing products
and services, including home equity and personal loans, retail sales finance and
private label credit cards, and purchase participations in private label credit
card receivables originated by an affiliate. We also offer retail and wholesale
financing, and leasing for heavy-duty and medium-duty trucks and truck trailers,
construction, material handling and other industrial and communications
equipment, auto fleet leasing and other products and services to commercial
customers. As part of our consumer and commercial finance activities, we make
available to our customers credit-related and other insurance products.
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Associates is a wholly-owned subsidiary and the principal U.S.-based
operating unit of Associates First Capital Corporation ("First Capital"). Prior
to April 7, 1998, First Capital was a majority indirect-owned subsidiary of Ford
Motor Company ("Ford"). On April 7, 1998, Ford completed a spin-off of its
interest in First Capital in the form of a tax-free distribution of its First
Capital shares to Ford Common and Ford Class B stockholders. As a result of that
transaction, First Capital is no longer a subsidiary of Ford. All the
outstanding stock of Associates is owned directly or indirectly by First
Capital.
On January 6, 1999, First Capital purchased the assets and assumed the
liabilities of Avco Financial Services, Inc. ("Avco"). First Capital
subsequently transferred substantially all of the domestic and Puerto Rico
consumer finance operations of Avco to Associates, which included approximately
$4 billion in finance receivables. On March 31, 1999, Associates sold certain of
the domestic consumer branch locations and related receivables acquired from
Avco.
Although our finance operations are confined to the United States and
Puerto Rico, certain subsidiaries of First Capital, which are also affiliates of
Associates, operate outside the United States, including in Japan, Canada, the
United Kingdom, Mexico, Costa Rica and Taiwan. As a result of the Avco
acquisition, First Capital also has operations in Australia, Hong Kong, France,
Sweden, Spain, New Zealand, Ireland and India. We provide certain management and
other services relating to these foreign operations. The results of these
foreign operations are not included in the financial or statistical information
of Associates included in this prospectus or in documents filed with the SEC and
described above under the headings "Where You Can Find More Information" and
"Incorporation of Information We File with the SEC."
At March 31, 1999, Associates had 2,057 branch offices in the United States
and Puerto Rico. Our principal executive offices are located at 250 East
Carpenter Freeway, Irving, TX 75062-2729, and our mailing address is P.O. Box
660237, Dallas, TX 75266-0237 (tel. 972-652-4000). When we refer to
"Associates," "we," "us" or "our" in this prospectus, we mean Associates
Corporation of North America, a Delaware corporation, and all its subsidiaries
on a consolidated basis, unless the context otherwise requires.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the historical ratios of earnings to fixed
charges of Associates for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
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1994 1995 1996 1997 1998 MARCH 31, 1999
- ---- ---- ---- ---- ---- --------------
<S> <C> <C> <C> <C> <C>
1.64 1.56 1.59 1.56 1.53 1.53
</TABLE>
For purposes of computing these ratios, the term "earnings" represents
earnings before provision for income taxes, plus fixed charges. The term "fixed
charges" represents interest expense and a portion of rentals representative of
an implicit interest factor for such rentals.
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APPLICATION OF PROCEEDS
Unless we indicate otherwise in the applicable prospectus supplement that
accompanies this prospectus, we will add the net proceeds from the sale of the
debt securities and the warrants to purchase debt securities to our general
funds to be used for one or more of the following purposes:
- To fund investments in, or extensions of credit to, subsidiaries of the
Associates;
- To reduce other outstanding indebtedness;
- To fund acquisitions by Associates and its subsidiaries of other
companies or finance receivables; and
- Such other general corporate purposes as may be specified in the
prospectus supplement that accompanies this prospectus.
Until we apply the net proceeds to their stated purpose, we may temporarily
invest or apply those proceeds to reduce short-term debt. We expect from time to
time to continue to incur short-term and long-term debt and to effect other
financings, the amounts of which cannot be determined at this time.
DESCRIPTION OF DEBT SECURITIES
The debt securities we will offer will be either senior or subordinated
debt. We will issue the senior debt securities and the subordinated debt
securities under one or more separate indentures. The senior debt securities
will be issued under an indenture between us and a banking institution organized
under the laws of the United States of America or of any State. The subordinated
debt securities will be issued under another indenture between us and a banking
institution organized under the laws of the United States of America or of any
State. Unless otherwise indicated, when we refer to the "trustee" in this
prospectus we mean such banking institution, in its capacity as trustee under
the indentures. The debt securities and the indentures will be governed by, and
construed in accordance with, the laws of the State of New York.
The following summaries of the material provisions of the indentures are
not complete. You should read all of the provisions of the indentures, including
the definitions of certain terms. Copies of the forms of the indentures are
filed as exhibits to the registration statement that we filed with the SEC to
register the debt securities and warrants to purchase debt securities, of which
this prospectus is a part. These summaries set forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
The particular terms of the debt securities offered by any prospectus supplement
will be described in the appropriate prospectus supplement. Unless otherwise
indicated, parenthetical section references refer to each of the indentures.
SPECIFIC TERMS OF EACH SERIES
Each time that we issue a new series of debt securities, the prospectus
supplement relating to that series will specify the particular amount, price and
other applicable terms of these debt securities. These terms may include:
- The title of the debt securities and whether they will be senior or
subordinated debt;
- Any limit on the total principal amount of the series of debt securities;
- The price or prices (expressed as a percentage of the aggregate principal
amount) at which the debt securities will be issued;
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- The date or dates on which the principal of and premium, if any, on the
debt securities will be payable;
- The rate or rates, which may be fixed or floating, per annum at which the
series of debt securities will bear interest, if any, or the method of
determining such rate or rates;
- The date from which any such interest will accrue on the series of debt
securities, the date or dates on which we will pay interest for such debt
securities and the record date for determining who is entitled to
interest payable on any interest payment date if such record date is to
be determined differently than as set forth in the indentures;
- The place or places where principal of and premium, if any, and interest
on the debt securities will be payable;
- Any terms and conditions of any mandatory or optional redemption or
repayment option, including any provisions for any sinking or other
analogous fund;
- The denominations in which the series of debt securities will be issued,
if other than denominations of 1,000 and integral multiples of 1,000 of
the relevant currency or currency unit;
- The portion of the principal amount of the debt securities, if other than
the entire principal amount, that is payable on the declaration of
acceleration of the maturity;
- The applicable overdue rate, if other than the interest rate stated in
the title of the series of debt securities;
- Any additions to the events of default;
- The currency or currency units for which the series of debt securities
may be purchased and the currency or currency units in which the
principal, premium, if any, and interest may be payable;
- Whether the debt securities are to be issued in the form of one or more
global securities, and, if so, the identity of the depositary or
depositaries of such global security or securities; and
- Any other specific terms of the debt securities that are not inconsistent
with the indentures. (Section 3.01)
We may issue debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of issuance,
is below market rates. If we issue these kinds of debt securities, we will
provide you with additional information regarding the tax consequences and
special considerations applicable to such series of debt securities in the
related prospectus supplement.
In addition, we may sell any series of debt securities for foreign
currencies or foreign currency units or pay the principal of, premium, if any,
or interest on any series of debt securities in foreign currencies or foreign
currency units. If we issue these kinds of debt securities, we will provide you
with additional information regarding the restrictions, elections, tax
consequences, specific terms and other information applicable to such series of
debt securities in the related prospectus supplement.
FORM AND DENOMINATIONS
We may issue debt securities in fully registered form without interest
coupons, in a form registered as to principal only with interest coupons, or in
bearer form with interest coupons. Unless otherwise specified in the prospectus
supplement, the debt securities of any series will be in fully registered form
without
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interest coupons only and will be in denominations of $1,000 and any integral
multiple of $1,000. (Sections 3.01, 3.02)
GLOBAL SECURITIES
We may issue debt securities of a series in whole or in part in the form of
one or more global certificates that will be deposited with a depository that we
will identify in a prospectus supplement. Unless and until it is exchanged in
whole or in part for individual certificates evidencing debt securities in
definitive form, a global security may not be transferred except as a whole by
the depository, its nominees or successors to another nominee or successor.
(Section 2.04)
We will describe the specific terms of the depository arrangement for each
series of debt securities in the applicable prospectus supplement. We will also
describe the rights of, and limitations on, owners of beneficial interests in a
global security that represents all or a portion of the debt securities of such
series in the applicable prospectus supplement.
RANKING
The senior debt securities will be part of our superior indebtedness
ranking on a parity with all other outstanding senior debt. Our outstanding
subordinated indebtedness and capital indebtedness are subordinate, as to
payment of principal, premium, if any, and interest, if any, to all of our other
liabilities, including senior debt securities.
The subordinated debt securities will be subordinate and junior in right of
payment to all of our superior indebtedness, whether outstanding at the date of
the subordinated indenture or incurred after such date.
The term "superior indebtedness" means:
- All of our obligations which in accordance with generally accepted
accounting principles are classified as liabilities on our balance sheet;
and
- Guaranties of, endorsements and other contingent obligations in respect
of, or obligations to purchase or otherwise acquire, indebtedness of
others, except other subordinated indebtedness and capital indebtedness
(Section 15.01 of the subordinated indenture).
"Subordinated indebtedness" means all of our indebtedness which is
subordinate and junior in right of payment to superior indebtedness, but does
not include capital indebtedness. "Capital indebtedness" means indebtedness
subordinate and junior to subordinate indebtedness and superior indebtedness
(Section 1.01 of the subordinated indenture).
At March 31, 1999, superior indebtedness totaled approximately $46.3
billion. The indentures do not limit the amount of additional superior
indebtedness that we may issue.
Upon any distribution of our assets in connection with our dissolution,
winding up, liquidation or reorganization, the holders of all of our superior
indebtedness will be entitled to receive payment in full of principal of and
interest, if any, on such superior indebtedness before holders of our
subordinated debt securities are entitled to receive payment on such
subordinated debt securities. In the event that any subordinated debt security
is declared due and payable because of an event of default, the trustee under
the subordinated indenture or the holders of the subordinated debt securities
shall be paid only after the
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superior indebtedness outstanding at the time has been first paid in full
(Article Fifteen of the subordinated indenture).
CERTAIN COVENANTS
Neither indenture limits the amount of debt securities that we may issue,
and each indenture provides that we may issue debt securities up to a total
principal amount that we have authorized from time to time. Neither indenture
contains any covenant or other provision that restricts us from paying dividends
or making distributions on our capital stock or purchasing or redeeming our
capital stock. Neither indenture requires us to maintain any financial ratios or
specified levels of net worth. In addition, neither indenture gives holders of
the debt securities any special protection in the event that we become involved
in a highly leveraged transaction.
However, each indenture does contain a covenant that limits us and certain
of our finance and insurance subsidiaries from creating or incurring any
mortgage, pledge or charge of any kind on any of our or their property, except
for the following:
- Any intercompany mortgage or pledge from subsidiaries to parent companies
or other finance and insurance subsidiaries;
- Purchase money liens or leases;
- Acquisitions of subsidiaries that have physical property or assets which
are subject to liens;
- Liens created in the ordinary course of business by foreign subsidiaries
borrowing money;
- Liens created in the ordinary course of business by any subsidiary which,
prior to becoming a subsidiary, borrowed on a secured basis;
- Sale and leaseback arrangements upon any real property;
- Renewals or refundings of any of the foregoing; and
- Certain other minor exceptions.
Additionally, each indenture contains a covenant restricting certain
transactions by us or our subsidiaries with any person or entity having direct
or indirect control of us. (Section 6.02)
EVENTS OF DEFAULT
As to any series of debt securities, an event of default is defined in each
indenture as any of the following events:
- Our default in the payment of principal of or any premium on the debt
securities of such series when due and payable;
- Our default in the payment of any sinking or analogous obligation, if
any, on the debt securities of such series;
- Our default in the payment of any interest on the debt securities of such
series for 30 days;
- Our default in the performance of any other covenant, condition or
agreement contained in the indenture which is not remedied for a period
of 60 days after notice is given as specified in the indenture;
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- Certain events of bankruptcy, insolvency or reorganization or the court
appointment of a receiver, liquidator or trustee for us or our property;
- Any default for 30 days in the payment of any installment of interest on
any indebtedness (including any other series of debt securities issued
under the same indenture) issued, assumed or guaranteed by us or a
default in the payment of any principal of any such indebtedness; and
- Any other event of default provided in the applicable board of directors
or authorized committee resolutions or supplemental indenture under which
such series of debt securities is issued. (Section 8.01)
A default regarding a single series of debt securities will not necessarily
constitute a default regarding any other series of debt securities.
If an event of default for any series of debt securities occurs and is
continuing, either the trustee or the holders of 25% in total principal amount
of the outstanding debt securities of that series may declare the principal
amount of all the debt securities of that series to be immediately due and
payable by notice in writing to us. If the debt securities of that series are
original issue discount debt securities, the portion of the principal amount as
is specified in that series may be declared immediately due and payable by
notice in writing to us. (Section 8.01)
We are required to file with the trustee within four months of the end of
our fiscal year an officers' certificate stating whether any default exists and
specifying any such default. (Section 6.02)
The trustee is required to give notice to holders of debt securities of a
default, which remains uncured or has not been waived, that is known to the
trustee within 90 days after the occurrence of the default. The trustee may
withhold this notice, however, if it determines in good faith that the
withholding of notice is in the interest of the holders of the debt securities.
However, subject to its duties in case of a default, the trustee may not
withhold notice in the case of a default in the payment of principal of and
premium or interest on or a sinking fund installment on any of the debt
securities. In addition, the trustee is not required to give notice of our
failure to perform any covenant until at least 30 days after the failure has
become a default. The term "default" for this purpose means any event which is,
or after notice or lapse of time or both would become, an event of default.
(Section 9.02)
The holders of a majority in principal amount of outstanding debt
securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
other power conferred on the trustee. (Section 8.06) However, the trustee is not
obligated to exercise any of its rights or powers under each indenture at the
request or direction of any of the holders of debt securities unless those
holders have offered to the trustee reasonable security or indemnity. (Section
9.03(c))
MODIFICATION OF INDENTURES
We and the trustee may, without the consent of the holders of the debt
securities, enter into indentures supplemental to each of the indentures for,
among other things, one or more of the following purposes:
- To evidence the succession of another corporation to us, and the
assumption by such successor of our obligations under the indenture and
the debt securities;
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- To add to our covenants or surrender our rights provided by the
indenture, for the benefit of the holders of the debt securities of any
or all series;
- To cure any ambiguity, omission, defect or inconsistency in the indenture
or any supplemental indenture;
- To establish the form or terms of any series of debt securities; and
- To evidence and provide for the acceptance of any successor trustee with
respect to one or more series of debt securities or to facilitate the
administration of the trusts by one or more trustees in accordance with
such indenture.
The indentures, the rights of the holders of the debt securities and our
rights and obligations provided by the indentures may be modified by us and the
trustee with the consent of the holders of 66 2/3% in total principal amount of
the debt securities of each series affected by such modification then
outstanding. No modification may be made without the consent of the holder of
each outstanding debt security affected which would, among other things:
- Change the terms of payment of principal of, premium, if any, or interest
on any series of debt securities;
- Reduce the percentage of holders in total principal amount of the
outstanding debt securities of each series who must consent to such
modification; or
- Subordinate such indebtedness to:
(i) any other indebtedness, if the securities are superior
indebtedness, or
(ii) any indebtedness other than superior indebtedness, if the
securities are subordinated indebtedness, or
(iii) any indebtedness other than superior or subordinated
indebtedness, if the securities are capital indebtedness.
For the purpose of these provisions, a holder of an unexpired warrant shall be
deemed a holder of the principal amount of the debt securities which would be
issuable upon exercise of such warrant. (Sections 6.03, 12.01)
PAYMENT AND TRANSFER
We will pay the principal, interest and premium, if any, on registered debt
securities in the specified currency at the corporate trust office of the
trustee or any other office we maintain for such purpose. Unless otherwise
specified in the applicable prospectus supplement, payment of any interest on
fully registered debt securities will be made by check mailed to the persons in
whose names the debt securities are registered on the record date as set forth
in either indenture or the applicable prospectus supplement (Sections 3.08,
3.11). We will pay principal, interest and premium, if any, on debt securities
in other forms in such manner and at such places as set forth in the applicable
prospectus supplement (Section 3.11).
We will not charge a fee for any transfer or exchange of fully registered
debt securities, but we may require payment of an amount sufficient to cover any
tax or governmental charge related to such transfer
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or exchange. Provisions related to the transfer or exchange of debt securities
in other forms will be set forth in the applicable prospectus supplement
(Section 3.05).
CONCERNING THE TRUSTEE
We and our affiliates may from time to time engage in general financing and
banking transactions with the trustee or its affiliates.
In the event we issue debt securities under an indenture with a trustee
that is also a trustee for any subordinate or superior class of debt securities
under another indenture, a default under either indenture could cause a conflict
of interest for the trustee under the Trust Indenture Act of 1939, as amended.
If such a default is not cured or waived within 90 days after the trustee has
acquired the conflict of interest, the trustee is required under the Trust
Indenture Act to either eliminate such conflict of interest or resign as trustee
with respect to the debt securities issued under one of the indentures. In the
event the trustee resigns, we will promptly appoint a successor trustee with
respect to the affected debt securities.
DESCRIPTION OF WARRANTS
We may issue warrants which evidence a right to purchase debt securities in
the future at a price fixed in advance. We may issue warrants independently or
together with any debt securities offered in any prospectus supplement. The
warrants, evidenced by warrant certificates, may be attached to or separate from
such debt securities. We will issue the warrants pursuant to a warrant agreement
to be entered into by us and a warrant agent. The form of the warrant agreement
will be filed as an exhibit to the registration statement of which this
prospectus is a part.
We will select the warrant agent at the time we issue the warrants. The
warrant agent will act solely as our agent in connection with the warrants and
will not assume any obligation or relationship of agency or trust for or with
any holders of warrants of beneficial owners of warrants.
The following summaries of certain provisions of the form of warrant
agreement and the warrant certificate are not complete. You should read all of
the provisions of the form of warrant agreement and the warrant certificate.
GENERAL
If we offer warrants, the prospectus supplement will describe the terms of
the warrants, including the following if applicable to the particular offering:
- The offering price, if any;
- The designation, total principal amount and terms of the debt securities
which may be purchased upon exercise of the warrants;
- If applicable, the designation and terms of the debt securities with
which the warrants are issued and the number of warrants issued with each
such debt security;
- If applicable, the date on and after which the holder may transfer the
warrant and the debt securities separately;
- The principal amount of debt securities that the holder may purchase upon
exercise of one warrant and the price at which the holder may purchase
such principal amount of debt securities upon exercise;
11
<PAGE> 13
- The date on and after which the holder may exercise the warrants and the
date on which such right shall expire;
- Federal income tax consequences;
- Whether the warrant certificates will be issued in registered or bearer
form; and
- Any other terms of the warrants.
Holders of warrants may exchange warrant certificates for new warrant
certificates of different denominations. Holders of warrants may present for
registration of transfer registered warrant certificates at the corporate trust
office of the warrant agent or any co-warrant agent, or at such other office
listed in the prospectus supplement. Holders of warrants do not have any of the
rights of holders of debt securities except to the extent that the consent of
holders of warrants may be required for certain modifications to the indenture
and the series of debt securities issuable upon exercise of the warrants.
Holders of warrants are not entitled to payments of principal, interest or
premium, if any, on such debt securities.
EXERCISE OF THE WARRANTS
Holders of warrants may exercise the warrants by doing the following:
- Completing and executing the form of election to purchase on the reverse
side of the warrant certificate;
- Surrendering the warrant certificate at the corporate trust office of the
warrant agent or any co-warrant agent; and
- Submitting payment in full of the exercise price as set forth in the
prospectus supplement.
Upon exercise of the warrants, the warrant agent or any co-warrant agent will,
as soon as practicable, deliver the debt securities in authorized denominations
in accordance with the holder's instructions and at such holder's cost and risk.
If a holder of warrants exercises less than all of the warrants evidenced by a
warrant certificate, a new warrant certificate will be issued for the remaining
amount of warrants.
PLAN OF DISTRIBUTION
We may sell the debt securities and the warrants to purchase debt
securities in any one or more of the following ways from time to time:
- Through underwriters or dealers;
- Directly to one or more purchasers; or
- Through agents.
The accompanying prospectus supplement will describe the specific terms of
each offering of debt securities and warrants to purchase debt securities,
including:
- The name or names of any underwriters;
- The purchase price and the proceeds we will receive from such sale;
- Any underwriting discounts and other items constituting underwriters'
compensation;
12
<PAGE> 14
- Any initial public offering price;
- Any discounts or concessions allowed or reallowed or paid to dealers; and
- Any securities exchange on which the debt securities may be listed.
Only underwriters named in the prospectus supplement will be deemed to be
underwriters in connection with the debt securities and the warrants to purchase
debt securities offered by such prospectus supplement.
If underwriters are used in the sale, they will acquire the debt securities
and the warrants to purchase debt securities for their own account. The
underwriters may then resell such securities and warrants from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities and the warrants will
be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all the securities and the warrants of the series offered
by the prospectus supplement if any such securities and warrants are purchased.
Any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
One or more firms, acting as principals for their own accounts or as agents
for us, may also offer and sell the debt securities and the warrants to purchase
debt securities in connection with a remarketing upon their purchase or in
accordance with a redemption or repayment according to their terms, if so
indicated in an accompanying prospectus supplement. Any such remarketing firm
will be identified, and the terms of its agreement, if any, with Associates and
its compensation will be described in the prospectus supplement. Such
remarketing firms may be deemed to be underwriters in connection with the debt
securities and the warrants to purchase debt securities remarketed thereby.
We may also sell the debt securities and the warrants to purchase debt
securities directly or through agents designated by us from time to time. We
will identify any agent involved in the offering and sale of the securities and
warrants and will list any commissions payable by us to the agent in the
accompanying prospectus supplement. Unless we indicate otherwise in the
prospectus supplement, any such agent will be acting on a best efforts basis to
solicit purchases for the period of its appointment.
We may authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase the debt securities and the warrants
to purchase debt securities and provide for payment and delivery on a future
date specified in an accompanying prospectus supplement. We will describe any
such arrangement in the prospectus supplement. Any such institutional investor
may be subject to limitations on the minimum amount of debt securities and
warrants to purchase debt securities that it may purchase or on the portion of
the aggregate principal amount of such securities and warrants that it may sell
under such arrangements. Institutional investors from which any such authorized
offers may be solicited include:
- Commercial and savings banks;
- Insurance companies;
- Pension funds;
- Investment companies;
- Educational and charitable institutions; and
- Such other institutions as we may approve.
13
<PAGE> 15
The obligations of any such purchasers under such delayed delivery and payment
arrangements will not be subject to any conditions except:
- The purchase by an institution of the particular debt securities and
warrants to purchase debt securities shall not be prohibited at the time
of delivery under the laws of any jurisdiction in the United States to
which that institution is subject; and
- If the particular debt securities and warrants to purchase debt
securities are being sold to underwriters, we shall have sold to the
underwriters the total principal amount of the securities and warrants
less the principal amount of such securities and warrants covered by such
arrangements.
Underwriters will not have any responsibility in respect of the validity of any
delayed delivery and payment arrangements or the performance by us or such
institutional investors under such arrangements.
If any underwriter or any selling group member intends to engage in
stabilizing, syndicate short covering transactions, penalty bids or any other
transaction in connection with the offering of the debt securities and warrants
to purchase debt securities that may stabilize, maintain, or otherwise affect
the price of such securities and warrants, such intention and a description of
such transactions will be described in an accompanying prospectus supplement.
We may have agreements with the agents and underwriters entitling them to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
that they may be required to make relating to such liabilities. Agents and
underwriters may engage in transactions with or perform services for us in the
ordinary course of business.
LEGAL OPINIONS
The legality of the debt securities and the warrants to purchase debt
securities will be passed upon for us by Frederic C. Liskow, who is a Senior
Vice President and Assistant General Counsel of Associates, or Michael J. Forde,
who is a Vice President and Assistant General Counsel of Associates, and for any
underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York. Mr. Liskow
and Mr. Forde each own shares of Class A Common Stock of our parent, First
Capital, and have options to purchase additional shares of such Class A Common
Stock.
EXPERTS
The consolidated balance sheets as of December 31, 1998 and 1997 and the
consolidated statements of earnings, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1998, which
are incorporated by reference in this prospectus, have been incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing. As
noted in our Current Report on Form 8-K filed on May 28, 1999, Ernst & Young LLP
replaced PricewaterhouseCoopers LLP as our ongoing certifying accountant
effective June 1, 1999.
14
<PAGE> 16
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission............ $1,946,000
Accounting Fees............................................. 72,000
Legal Fees.................................................. None
Printing and Engraving...................................... 1,100,000*
Trustee's and Warrant Agent's Charges....................... 90,000*
Rating Agency Fees.......................................... 1,800,000
Blue Sky Fees and Expenses.................................. 20,000
Miscellaneous............................................... 672,000
----------
Total............................................. $5,700,000
==========
</TABLE>
- ---------------
* Estimated subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the provisions of Article "TWELFTH" of our Restated Certificate of
Incorporation, we are obligated to indemnify our present or former directors,
officers and agents, and persons who, at our request, serve in any such capacity
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
Associates 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 or her
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. We are authorized to advance expenses against an
undertaking by the director, officer, employee or agent to repay those expenses
unless such person is ultimately entitled to and is granted indemnification
under Article "TWELFTH" of our Restated Certificate of Incorporation. This right
of indemnification is not exclusive of any other rights to which directors,
officers, employees or agents would otherwise be entitled by contract or
otherwise. We do not know of any past, pending or threatened litigation which
might result in claims for indemnification under Article "TWELFTH" of our
Restated Certificate of Incorporation.
Under Section 145 of the General Corporation Law of the State of Delaware,
we have the power to indemnify the same persons, and under the same
circumstances, covered by Article "TWELFTH" of our Restated Certificate of
Incorporation 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 Article "TWELFTH" of our Restated Certificate of Incorporation
and, in the opinion of counsel for the Company, is included within the scope of
that article.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to First Capital and its subsidiaries.
II-1
<PAGE> 17
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF INSTRUMENT
----------- -------------------------
<C> <S>
*1 -- Form of Underwriting Agreement for dollar denominated
debt securities and warrants to purchase debt securities
to be distributed in the United States. Any Underwriting
Agreement relating to debt securities and warrants to
purchase debt securities to be distributed outside the
United States or for debt securities and warrants to
purchase debt 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.
**4.1 -- Associates Corporation of North America Standard
Multiple-Series Indenture Provisions dated October 15,
1992.
***4.2 -- Form of Indenture for senior debt securities dated as of
November 1, 1995 between Associates and The Chase
Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of
senior debt 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.
***4.3 -- Form of Indenture for subordinated debt securities dated
as of November 1, 1995 between Associates and The Chase
Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of
subordinated debt 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.
****4.4 -- Form of Indenture for senior debt securities between
Associates 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
debt 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.
*****4.5 -- Form of Indenture for subordinated debt securities
between Associates 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 subordinated debt 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.
******4.6 -- Form of Warrant Agreement to be entered into between
Associates and the Warrant Agent (including form of
Warrant Certificate).
*5 -- Opinion and consent of Frederic C. Liskow.
12 -- The computation of ratio of earnings to fixed charges for
the five fiscal years ended December 31, 1998 is
incorporated by reference to Exhibit 12 to Associates's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998. The computation of ratio of earnings
to fixed charges for the three-month period ended March
31, 1999 is incorporated by reference to Exhibit 12 to
Associates's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.
*23 -- Consent of PricewaterhouseCoopers LLP. The consents of
Frederic C. Liskow and Michael J. Forde are included in
the opinion referred to in Exhibit 5 above.
*24 -- Powers of Attorney.
</TABLE>
II-2
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF INSTRUMENT
----------- -------------------------
<C> <S>
*25.1 -- 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 debt securities may be
issued.
*25.2 -- 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 debt securities may
be issued.
</TABLE>
- ---------------
* Filed herewith.
** Incorporated by reference to Associates' Registration Statement No.
33-53814.
*** Incorporated by reference to Associates' Registration Statement No.
33-63577.
**** Incorporated by reference to Exhibit 4.2, except for name of Trustee.
***** Incorporated by reference to Exhibit 4.3, except for name of Trustee.
****** Incorporated by reference to Associates' Registration Statement No.
33-1941.
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
II-3
<PAGE> 19
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 Trust Indenture
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-4
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dallas, Texas, on the 25th day of June, 1999.
ASSOCIATES CORPORATION OF NORTH
AMERICA
By /s/ JOHN F. STILLO
----------------------------------
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KEITH W. HUGHES* Chairman of the Board, Chief
- ----------------------------------------------------- Executive Officer and Director
(Keith W. Hughes)
/s/ ROY A. GUTHRIE* Senior Executive Vice President,
- ----------------------------------------------------- Chief Financial Officer and June 25, 1999
(Roy A. Guthrie) Director
/s/ JOHN F. STILLO Executive Vice President,
- ----------------------------------------------------- Comptroller and Principal
(John F. Stillo) 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-5
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF INSTRUMENT
-------------- -------------------------
<C> <S>
*1 -- Form of Underwriting Agreement for dollar denominated
debt securities and warrants to purchase debt securities
to be distributed in the United States. Any Underwriting
Agreement relating to debt securities and warrants to
purchase debt securities to be distributed outside the
United States or for debt securities and warrants to
purchase debt 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.
**4.1 -- Associates Corporation of North America Standard
Multiple-Series Indenture Provisions dated October 15,
1992.
***4.2 -- Form of Indenture for senior debt securities dated as of
November 1, 1995 between Associates and The Chase
Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of
senior debt 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.
***4.3 -- Form of Indenture for subordinated debt securities dated
as of November 1, 1995 between Associates and The Chase
Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of
subordinated debt 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.
****4.4 -- Form of Indenture for senior debt securities between
Associates 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
debt 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.
*****4.5 -- Form of Indenture for subordinated debt securities
between Associates 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 subordinated debt 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.
******4.6 -- Form of Warrant Agreement to be entered into between
Associates and the Warrant Agent (including form of
Warrant Certificate).
*5 -- Opinion and consent of Frederic C. Liskow.
12 -- The computation of ratio of earnings to fixed charges for
the five fiscal years ended December 31, 1998 is
incorporated by reference to Exhibit 12 to Associates's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998. The computation of ratio of earnings
to fixed charges for the three-month period ended March
31, 1999 is incorporated by reference to Exhibit 12 to
Associates's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.
*23 -- Consent of PricewaterhouseCoopers LLP. The consents of
Frederic C. Liskow and Michael J. Forde are included in
the opinion referred to in Exhibit 5 above.
*24 -- Powers of Attorney.
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF INSTRUMENT
-------------- -------------------------
<C> <S>
*25.1 -- 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 debt securities may be
issued.
*25.2 -- 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 debt securities may
be issued.
</TABLE>
- ---------------
* Filed herewith.
** Incorporated by reference to Associates' Registration Statement No.
33-53814.
*** Incorporated by reference to Associates' Registration Statement No.
33-63577.
**** Incorporated by reference to Exhibit 4.2, except for name of Trustee.
***** Incorporated by reference to Exhibit 4.3, except for name of Trustee.
****** Incorporated by reference to Associates' Registration Statement No.
33-1941.
<PAGE> 1
EXHIBIT 1
ASSOCIATES CORPORATION OF NORTH AMERICA
DEBT SECURITIES
UNDERWRITING AGREEMENT
[DATE]
To the Representative or Representatives named
in Schedule A hereto of the Underwriters
named in Schedule B hereto
Gentlemen:
The undersigned Associates Corporation of North America, a Delaware
corporation (the "Company"), confirms its agreement with the several
underwriters named in Schedule B hereto (the "Underwriters"), as set forth
below. If the firm or firms listed in Schedule B hereto include only the firm or
firms listed in Schedule A hereto (the "Representatives"), then the terms
"Underwriters" and "Representatives", as used herein, shall each be deemed to
refer to such firm or firms.
1. Description of Securities. The Company proposes to issue and sell
debt securities of the title and amount set forth in Schedule A hereto (the
"Securities"), to be issued under the indenture identified in Schedule A hereto
(the "Indenture") between the Company and the trustee named therein (the
"Trustee"). If so indicated in Schedule A hereto, the Company also proposes to
issue warrants (the "Warrants") to purchase the aggregate principal amount
listed in Schedule A hereto of the debt securities listed in Schedule A hereto
(the "Warrant Securities") to be issued pursuant to the provisions of the
Indenture. The Warrants, if any, are to be issued pursuant to the provisions of
the Warrant Agreement listed in Schedule A hereto (the "Warrant Agreement")
between the Company and the Warrant Agent named in Schedule A hereto (the
"Warrant Agent").
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) A registration statement on Form S-3 (with the file
numbers set forth in Schedule A hereto), including a prospectus,
relating to the Securities has been carefully prepared by the Company
in conformity with the requirements of the Securities Act of 1933, as
amended (the "Act"), the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the
"Commission") thereunder, has been filed with the Commission and has
become effective. Such registration statement and prospectus may have
been amended or supplemented from time to time prior to the date of
this Agreement; any such amendment or supplement was so prepared and
filed and any such amendment has become effective. A prospectus
supplement (the "Prospectus Supplement") relating to the Securities,
the Warrants, if any, and the Warrant Securities, if any, has been so
prepared and will be filed pursuant to Rule 424 under the Act. Copies
of such registration statement and prospectus, any such amendment or
supplement, the Prospectus Supplement and all documents incorporated by
reference therein which were filed with the Commission on or prior to
the date of this Agreement (including one fully executed copy of the
registration statement and of each amendment thereto for each of you
and for counsel for the Underwriters) have been delivered to you. Such
registration statement and prospectus, as amended or supplemented to
the date of this Agreement and as supplemented by the Prospectus
Supplement, are herein referred to as the "Registration Statement" and
the "Prospectus". Any reference herein
<PAGE> 2
to the Registration Statement or Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein which were
filed with the Commission on or prior to the date of this Agreement,
and any reference to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement or Prospectus shall be
deemed to refer to and include the filing of any document with the
Commission deemed to be incorporated by reference therein after the
date of this Agreement.
(b) When each part of the registration statement became
effective such part conformed in all material respects to the
requirements of the Act, the Trust Indenture Act and the Rules and
Regulations and did not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and on the
date of this Agreement, upon the effectiveness of any amendment to the
Registration Statement or the filing of any supplement to the
Prospectus and at the Closing Date (as hereinafter defined), the
Registration Statement and Prospectus and any amendment or supplement
thereto will conform in all material respects to the requirements of
the Act, the Trust Indenture Act and the Rules and Regulations and will
not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; except that the foregoing shall not
apply to statements in or omissions from any such document in reliance
upon, and in conformity with, written information furnished to the
Company by you, or by any Underwriter through you, specifically for use
in the preparation thereof.
(c) The documents incorporated by reference in the
Registration Statement or Prospectus, when they became effective or
were filed with the Commission, as the case may be, under the
Securities Exchange Act of 1934 (the "Exchange Act"), conformed, and
any documents so filed and incorporated by reference after the date of
this Agreement will, when they are filed with the Commission, conform,
in all material respects to the requirements of the Act and the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder.
(d) The financial statements of the Company and its
subsidiaries included in the Registration Statement and Prospectus
fairly present the financial condition of the Company and its
subsidiaries as of the dates indicated and the results of operations
and changes in financial position for the periods therein specified in
conformity with generally accepted accounting principles consistently
applied throughout the periods involved (except as otherwise stated
therein). The independent accountants of the Company who have examined
certain of such financial statements, as set forth in their report
included in the Registration Statement and Prospectus, are independent
public accountants with respect to the Company and its subsidiaries as
required by the Act and the Rules and Regulations.
(e) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of its jurisdiction of
incorporation; the Company's subsidiaries have been duly incorporated
and are existing corporations in good standing under the laws of their
respective jurisdictions of incorporation; each of the Company and its
subsidiaries has full power and authority (corporate and other) to
conduct its business as described in the Registration Statement and
Prospectus; each of the Company and its subsidiaries is duly qualified
to do business in each jurisdiction in which it owns or leases real
property or in which the conduct of its business requires such
qualification, except to the extent that the failure to so qualify
would not have a material adverse effect on the financial condition or
results of operations of the Company and its subsidiaries taken as a
whole; and all of the outstanding shares of capital stock of each such
subsidiary have been duly authorized and validly issued, are fully paid
and non-assessable and the
<PAGE> 3
Company owns all outstanding shares of capital stock of each
significant subsidiary (as defined in Rule 405 under the Act) (except
as otherwise stated in the Registration Statement) in each such case
subject to no security interest, other encumbrance or adverse claim.
(f) The Indenture, the Warrant Agreement, if any, the
Securities, the Warrants, if any, and the Warrant Securities, if any,
have been duly authorized, the Indenture has been duly qualified under
the Trust Indenture Act, executed and delivered, and the Indenture and
the Warrant Agreement, if any, constitute, and the Securities, the
Warrants, if any, and the Warrant Securities, if any, when duly
executed, authenticated, issued and delivered as contemplated hereby,
by the Indenture, by the Delayed Delivery Contracts (as hereinafter
defined), if any, and by the Warrant Agreement, if any, will constitute
valid and legally binding obligations of the Company in accordance with
their terms subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(g) Except as contemplated in the Prospectus, subsequent to
the respective dates as of which information is given in the
Registration Statement and the Prospectus, neither the Company nor any
of its subsidiaries has incurred any liabilities or obligations, direct
or contingent, or entered into any transactions, not in the ordinary
course of business, which are material to the Company and its
subsidiaries, taken as a whole, and there has not been any material
adverse change, on a consolidated basis, in the capital stock,
short-term debt or long-term debt of the Company and its subsidiaries,
or any material adverse change, or any development involving a
prospective material adverse change, in the condition (financial or
other), business, prospects, net worth or results of operations of the
Company and its subsidiaries taken as a whole.
(h) Except as set forth in the Prospectus, there is not
pending or, to the knowledge of the Company, threatened, any action,
suit or proceeding to which the Company or any of its subsidiaries is a
party before or by any court or governmental agency or body, in which
there is a reasonable possibility of an adverse decision which could
result in any material adverse change in the condition (financial or
other), business, prospects, net worth or results of operations of the
Company and its subsidiaries, taken as a whole, or might materially and
adversely affect the properties or assets thereof; and there are no
contracts or documents of the Company or any of its subsidiaries which
are required to be filed as exhibits to the Registration Statement by
the Act or by the Rules and Regulations which have not been so filed or
which will not be so filed prior to the date of any Prospectus
Supplement.
(i) The Company and its subsidiaries hold good and marketable
title in fee simple, except as otherwise stated in the Prospectus, to
all of the real property referred to therein as being owned by them,
free and clear of all liens and encumbrances, except liens and
encumbrances referred to in the Prospectus (or reflected in the
financial statements included therein) and liens and encumbrances which
are not material in the aggregate and do not materially interfere with
the conduct of the business of the Company and its subsidiaries taken
as a whole; and the properties referred to in the Prospectus as held
under lease by the Company or any of its subsidiaries are held by them
under valid and enforceable leases with such exceptions as do not
materially interfere with the conduct of the business of the Company
and its subsidiaries taken as a whole.
(j) The Agreement has been duly authorized, executed and
delivered; the performance of this Agreement and of any Delayed
Delivery Contracts and the consummation of the transactions herein
contemplated (including, without limitation, the issuance of the
Warrant Securities, if any,
<PAGE> 4
upon the exercise of the Warrants, if any) will not result in a breach
or violation of any of the terms and provisions of, or constitute a
default under, any statute, any agreement or instrument to which the
Company or any of its subsidiaries is a party or by which any of them
is bound or to which any of the property of the Company or any of its
subsidiaries is subject, the Company's charter or by-laws, or any
order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its properties; no
consent, approval, authorization or order of, or filing with, any court
or governmental agency or body is required for the consummation of the
transactions contemplated by this Agreement and any Delayed Delivery
Contracts in connection with the issuance or sale of the Securities,
the Warrants, if any, or the Warrant Securities, if any, by the
Company, except such as may be required under the Act, the Trust
Indenture Act or state securities laws; and the Company has full power
and authority to authorize, issue and sell the Securities, Warrants, if
any, and Warrant Securities, if any, as contemplated by this Agreement.
3. Purchase, Sale and Delivery of Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at the purchase price set forth in Schedule A hereto,
the amount of Securities, and the amount of Warrants, if any, set forth opposite
the name of such Underwriter in Schedule B hereto reduced by such Underwriter's
portion of any Contract Securities, determined as provided below.
If so authorized in Schedule A hereto, the Underwriters may solicit
offers from investors of the types set forth in the Prospectus to purchase
Securities, and Warrants, if any, from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially
in the form of Exhibit I hereto but with such changes therein as the Company may
approve. Securities, and Warrants, if any, to be purchased pursuant to Delayed
Delivery Contracts are herein called "Contract Securities". When Delayed
Delivery Contracts are authorized in Schedule A, the Company will enter into a
Delayed Delivery Contract in each case where a sale of Contract Securities
arranged through you has been approved by the Company but, except as the Company
may otherwise agree, such Delayed Delivery Contracts must be for at least the
minimum amount of Contract Securities set forth in Schedule A hereto, and the
aggregate amount of Contract Securities may not exceed the amount set forth in
such Schedule. The Company will advise you not later than 10:00 A.M., New York
City time, on the third full business day preceding the Closing Date (or at such
later time as you may otherwise agree) of the sales of the Contract Securities
which have been so approved. You and the other Underwriters will not have any
responsibility in respect of the validity or performance of Delayed Delivery
Contracts.
The amount of Securities, and Warrants, if any, to be purchased by each
Underwriter as set forth in Schedule B hereto shall be reduced by an amount
which shall bear the same proportion to the total amount of Contract Securities
as the amount of Securities, and Warrants, if any, set forth opposite the name
of such Underwriter bears to the total amount of Securities, and Warrants, if
any, set forth in Schedule B hereto, except to the extent that you determine
that such reduction shall be otherwise than in such proportion and so advise the
Company; provided, however, that the total amount of Securities, and Warrants,
if any, to be purchased by all Underwriters shall be the total amount of
Securities, and Warrants, if any, set forth in Schedule B hereto less the
aggregate amount of Contract Securities.
The Securities, and Warrants, if any, to be purchased by the
Underwriters will be delivered by the Company to you for the accounts of the
several Underwriters at the office specified in Schedule A hereto against
payment of the purchase price therefor by wire or interbank transfer of
immediately available funds to an account specified by the Company (or, if so
specified in Schedule A hereto, by certified or official
<PAGE> 5
bank check or checks in immediately available funds payable to the order of the
Company at the office, specified in Schedule A hereto) on the date and at the
time specified in such Schedule A, or at such other time not later than eight
full business days thereafter as you and the Company determine, such time being
herein referred to as the "Closing Date". Such Securities, and Warrants, if any,
will be prepared in definitive form and in such authorized denominations and
registered in such names as you may require upon at least two business days'
prior notice to the Company and will be made available for checking and
packaging at the office at which they are to be delivered on the Closing Date
(or such other office as may be specified for that purpose in Schedule A) at
least one business day prior to the Closing Date.
It is understood that you, acting individually and not in a
representative capacity, may (but shall not be obligated to) make payment to the
Company on behalf of any other Underwriter for Securities, and Warrants, if any,
to be purchased by such Underwriter. Any such payment by you shall not relieve
any such Underwriter of any of its obligations hereunder.
The Company will pay to you on the Closing Date for the accounts of the
Underwriters any fee, commission or other compensation which is specified in
Schedule A hereto. Such payment will be made by wire or interbank transfer of
immediately available funds to an account that you specify ( or, if so specified
in Schedule A hereto, by certified or official bank check or checks in New York
Clearing House funds to your order at the office specified in Schedule A
hereto).
4. Covenants. The Company covenants and agrees with each Underwriter
that:
(a) The Company will cause the Prospectus Supplement to be
filed pursuant to Rule 424 under the Act and will notify you promptly
of such filing. During the period in which a prospectus relating to the
Securities, Warrants, if any, and Warrant Securities, if any, is
required to be delivered under the Act, the Company will notify you
promptly of the time when any amendment to the Registration Statement
has become effective or any subsequent supplement to the Prospectus has
been filed and of any request by the Commission for any amendment of or
supplement to the Registration Statement or Prospectus or for
additional information; it will prepare and file with the Commission,
promptly upon your request, any amendments or supplements to the
Registration Statement or Prospectus which, in your opinion, may be
necessary or advisable in connection with the distribution of the
Securities, and Warrants, if any, by the Underwriters; it will file no
amendment or supplement to the Registration Statement or Prospectus
(other than any prospectus supplement relating to the offering of
securities other than the Securities, the Warrants, if any, and the
Warrant Securities, if any, registered under the Registration Statement
or any document required to be filed under the Exchange Act which upon
filing is deemed to be incorporated by reference therein) to which you
shall reasonably object by notice to the Company after having been
furnished a copy a reasonable time prior to the filing; and it will
furnish to you within a reasonable time prior to the filing thereof a
copy of any such prospectus supplement or any document which upon
filing is deemed to be incorporated by reference in the Registration
Statement or Prospectus.
(b) The Company will advise you, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement, of the suspension of the qualification of the
Securities, Warrants, if any, and Warrant Securities, if any, for
offering or sale in any jurisdiction, or of the initiation or
threatening of any proceeding for any such purpose; and it will
promptly use its best efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such a stop order should be issued.
<PAGE> 6
(c) Within the time during which a prospectus relating to the
Securities, Warrants, if any, and Warrant Securities, if any, is
required to be delivered under the Act, the Company will comply as far
as it is able with all requirements imposed upon it by the Act, as now
and hereafter amended, and by the Rules and Regulations, as from time
to time in force, so far as necessary to permit the continuance of
sales of or dealings in the Securities, Warrants, if any, and Warrant
Securities, if any, as contemplated by the provisions hereof and the
Prospectus. If during such period any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances then
existing, not misleading, or if during such period it is necessary to
amend or supplement the Registration Statement or Prospectus to comply
with the Act, the Company will promptly notify you in writing and will
amend or supplement the Registration Statement or Prospectus (at the
expense of the Company) so as to correct such statement or omission or
effect such compliance.
(d) The Company will use its best efforts to qualify the
Securities, Warrants, if any, and Warrant Securities, if any, for sale
under the securities laws of such jurisdictions as you reasonably
designate and to continue such qualifications in effect so long as
required for the distribution of the Securities, Warrants, if any, and
Warrant Securities, if any, except that the Company shall not be
required in connection therewith to qualify as a foreign corporation or
to execute a general consent to service of process in any state. The
Company will also arrange for the determination of the eligibility for
investment for the Securities, Warrants, if any, and Warrant
Securities, if any, under the laws of such jurisdictions as you may
reasonably request.
(e) The Company will furnish to the Underwriters copies of the
Registration Statement and Prospectus (including all documents
incorporated by reference therein), and all amendments and supplements
to the Registration Statement or Prospectus which are filed with the
Commission during the period in which a prospectus relating to the
Securities, Warrants, if any, and Warrant Securities, if any, is
required to be delivered under the Act (including all documents filed
with the Commission during such period which are deemed to be
incorporated by reference therein), in each case in such quantities as
you may from time to time reasonably request.
(f) So long as any of the Securities, and the Warrant
Securities, if any, are outstanding, the Company agrees to furnish to
you as soon as available, copies of all financial reports to the
Company's security holders generally (other than Associates First
Capital Corporation or other affiliated corporations) and all reports
and financial statements filed by or on behalf of the Company with the
Commission and the New York Stock Exchange.
(g) The Company will make generally available to its security
holders as soon as practicable, but in any event not later than 15
months after the end of the Company's current fiscal quarter, an
earnings statement (which need not be audited) covering a 12-month
period beginning after the date upon which the Prospectus Supplement is
filed pursuant to Rule 424 under the Act which shall satisfy the
provisions of Section 11(a) of the Act.
(h) The Company, whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, will pay all
expenses incident to the performance of its obligations hereunder, will
pay the expenses of printing all documents relating to the offering,
and will reimburse the Underwriters for any expenses (including fees
and disbursements of counsel) incurred by them in connection with the
matters referred to in Section 4(d) hereof and the preparation of
memoranda relating thereto, for any filing fee of the National
Association of
<PAGE> 7
Securities Dealers, Inc. relating to the Securities, Warrants, if any,
and Warrant Securities, if any, and for any fees charged by investment
rating agencies for rating the Securities, and the Warrant Securities,
if any. If the sale of the Securities, and Warrants, if any, provided
for in this Agreement is not consummated by reason of any failure,
refusal or inability on the part of the Company to perform any
agreement on its part to be performed, or because any other condition
of the Underwriters' obligations hereunder required to be fulfilled by
the Company is not fulfilled, the Company will reimburse the
Underwriters for all reasonable out-of-pocket disbursements (including
fees and disbursements of counsel) incurred by the Underwriters in
connection with their preparing to market and marketing the Securities,
and Warrants, if any, or in contemplation of performing their
obligations hereunder. The Company shall not in any event be liable to
any of the Underwriters for loss of anticipated profits from the
transactions covered by this Agreement.
(i) The Company will apply the net proceeds of the sale of the
Securities, Warrants, if any, and Warrant Securities, if any, as set
forth in the Prospectus.
(j) The Company will not, without your consent, offer or sell,
or publicly announce its intention to offer or sell, any debt
securities having a maturity of more than one year issued by the
Company within the United States that are denominated in the same
currency as, and are otherwise substantially similar to, the Securities
(except under prior contractual commitments or pursuant to bank credit
agreements) until after the expiration of four consecutive business
days beginning with and including the date of this Agreement.
5. Conditions of the Underwriters' Obligations. The obligations of the
Underwriters to purchase and pay for the Securities, and Warrants, if any, as
provided herein shall be subject to the accuracy, as of the date hereof and the
Closing Date (as if made at the Closing Date), of the representations and
warranties of the Company herein, to the performance by the Company of its
obligations hereunder, and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been instituted or, to the knowledge of the
Company or any Underwriter, threatened by the Commission, and any
request of the Commission for additional information (to be included in
the Registration Statement or the Prospectus or otherwise) shall have
been complied with to your reasonable satisfaction.
(b) No Underwriter shall have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact which in your opinion is
material, or omits to state a fact which in your opinion is material
and is required to be stated therein or is necessary to make the
statements therein not misleading.
(c) Except as contemplated in the Prospectus, subsequent to
the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall not have been
any material adverse change, on a consolidated basis, in the capital
stock, short-term debt or long-term debt of the Company and its
subsidiaries, or any material adverse change, or any development
involving a prospective adverse change in the condition (financial or
other), business, net worth or results of operations of the Company and
its subsidiaries, taken as a whole, or a downgrade in the rating
assigned to any securities of the Company which, in any such case, is,
in your reasonable judgment, so material and adverse as to make it
impractical or inadvisable to proceed with the completion of the sale
of and payment for the Securities, and Warrants, if any, on the terms
and in the manner contemplated in the Prospectus.
<PAGE> 8
(d) You shall have received the opinion of the General Counsel
or an Assistant General Counsel to the Company, dated the Closing Date,
to the effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of its
jurisdiction of incorporation; the Company's subsidiaries have
been duly incorporated and are existing corporations in good
standing under the laws of their respective jurisdictions of
incorporation; each of the Company and its subsidiaries has
full power and authority (corporate and other) to conduct its
business as described in the Registration Statement and
Prospectus; and each of the Company and its subsidiaries is
duly qualified to do business in each jurisdiction in which it
owns or leases real property or in which the conduct of its
business requires such qualification, except to the extent
that the failure to so qualify would not have a material
adverse effect on the financial condition or results of
operations of the Company and its subsidiaries taken as a
whole; and all of the outstanding shares of capital stock of
each of the Company's subsidiaries have been duly authorized
and validly issued, are fully paid and non-assessable and the
Company owns all outstanding shares of capital stock of each
significant subsidiary (as defined in Rule 405 under the Act)
(except as otherwise stated in the Registration Statement) in
each such case subject to no security interest, other
encumbrance, or adverse claim;
(ii) The Indenture, and the Warrant Agreement, if any, have
been duly authorized, executed, delivered, and the Indenture
has been qualified under the Trust Indenture Act; the
Indenture, and the Warrant Agreement, if any, constitute valid
and legally binding instruments in accordance with their
terms; the Securities, the Warrants, if any, and the Warrant
Securities, if any, have been duly authorized, and the
Securities, and Warrants, if any, delivered on the Closing
Date have been duly executed, authenticated, issued and
delivered; the Securities, and Warrants, if any, delivered on
the Closing Date constitute, any Contract Securities when
executed, authenticated, issued and delivered in accordance
with the Delayed Delivery Contracts, if any, the Warrant
Agreement, if any, and the Indenture will constitute, and the
Warrant Securities, if any, when executed, authenticated,
issued and delivered pursuant to the Warrant Agreement, if
any, and the Indenture will constitute, valid and legally
binding obligations of the Company in accordance with their
terms and the terms of the Indenture, and the Warrant
Agreement, if any, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and
to general equity principles; and the Securities, Warrants, if
any, and Warrant Securities, if any, conform to the
description thereof in the Prospectus;
(iii) The Registration Statement has become effective under
the Act and to the best knowledge of such counsel no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose
has been instituted or, to the knowledge of such counsel,
threatened by the Commission;
(iv) Each part of the registration statement, when such part
became effective, and the Registration Statement and the
Prospectus, and any amendment or supplement thereto, complied
as to form in all material respects with the requirements of
the Act, the Trust Indenture Act and the Rules and
Regulations; such counsel has no reason to believe that either
any part of the registration statement when such part became
effective, or the Registration Statement and the Prospectus or
any amendment or supplement thereto contained an untrue
statement of a material fact or omitted to state a material
fact required
<PAGE> 9
to be stated therein or necessary to make the statements
therein not misleading; and the documents incorporated by
reference in the Registration Statement or Prospectus, when
they became effective under the Act or were filed with the
Commission under the Exchange Act, as the case may be,
complied as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder; it
being understood that such counsel need express no opinion as
to the financial statements or other financial data included
in any of the documents mentioned in this clause;
(v) The descriptions in the Registration Statement and
Prospectus of statutes, legal and governmental proceedings,
contracts and other documents are accurate and fairly present
the information required to be shown; and such counsel does
not know of any statutes or legal or governmental proceedings
required to be described in the Prospectus which are not
described as required, or of any contracts or documents of a
character required to be described in the Registration
Statement or Prospectus (or then required to be filed under
the Exchange Act if upon such filing they would be
incorporated by reference therein) or to be filed as exhibits
to the Registration Statement which are not described and
filed as required; and
(vi) This Agreement and any Delayed Delivery Contracts have
been duly authorized, executed and delivered by the Company;
the performance thereof and the consummation of the
transactions therein contemplated (including, without
limitation, the issuance of the Warrant Securities, if any,
upon the exercise of the Warrants, if any) will not result in
a breach or violation of any of the terms and provisions of,
or constitute a default under, any statute, any agreement or
instrument known to such counsel to which the Company or any
of its subsidiaries is a party or by which it is bound or to
which any of the property of the Company or any of its
subsidiaries is subject, the Company's charter or by-laws, or
any order, rule or regulation known to such counsel of any
court or governmental agency or body having jurisdiction over
the Company or any of its properties; and no consent,
approval, authorization or order of, or filing with, any court
or governmental agency or body is required for the
consummation of the transactions contemplated by this
Agreement and any Delayed Delivery Contracts in connection
with the issuance or sale of the Securities (including the
Contract Securities, if any), Warrants, if any, or Warrant
Securities, if any, by the Company, except such as have been
obtained under the Act and the Trust Indenture Act and such as
may be required under state securities laws in connection with
the sale of the Securities, Warrants, if any, and Warrant
Securities, if any.
(e) You shall have received from LeBoeuf, Lamb, Greene &
MacRae, L.L.P., counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the incorporation of the
Company, the validity of the Securities, the Warrants, if any, the
Warrant Securities, if any, the Registration Statement, the Prospectus
and other related matters as you reasonably may request, and such
counsel shall have received such papers and information as they request
to enable them to pass upon such matters. In rendering their opinion,
such counsel may rely on certificates of the Trustee under the
Indenture as to the execution and authentication of the Securities.
(f) You shall have received, on the Closing Date, a letter
dated the Closing Date from the independent accountants of the Company
who have certified the financial statements of the Company and its
subsidiaries included or incorporated by reference in the Registration
Statement,
<PAGE> 10
confirming that they are independent auditors with respect to the
Company within the meaning of the Act and the applicable published
rules and regulations thereunder, and stating, as of the date of such
letter (or, with respect to matters involving changes or developments
since the respective dates as of which specified financial information
is given in the Registration Statement and Prospectus, as of a date not
more than three business days prior to the date of such letter), the
conclusions and findings of such firm with respect to the financial
information and other matters concerning the Company, in form and
substance satisfactory to the Representatives and as to such other
matters as the Representatives may reasonably request.
(g) You shall have received from the Company a certificate,
signed by the Chairman of the Board, a Vice Chairman, the President or
a Vice President, and by the principal financial or accounting officer,
dated the Closing Date, to the effect that, to the best of their
knowledge based upon reasonable investigation:
(i) The representations and warranties of the Company in this
Agreement are true and correct, as if made at and as of the
Closing Date, and the Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceeding for
that purpose has been instituted or is threatened by the
Commission; and
(iii) Since the date of this Agreement, there has occurred no
event required to be set forth in an amendment or supplement
to the Registration Statement or Prospectus which has not been
so set forth, and there has been no document required to be
filed under the Exchange Act and the rules and regulations
thereunder that upon such filing would be deemed to be
incorporated by reference in the Prospectus that has not been
so filed.
(h) The Company shall have furnished to you such further
certificates and documents as you shall have reasonably requested.
All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are in form and substance
reasonably satisfactory to you. The Company will furnish you with such conformed
copies of such opinions, certificates, letters and other documents as you shall
reasonably request.
6. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
part of the registration statement when such part became effective, or in the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
or any related preliminary prospectus supplement, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse each Underwriter, as incurred, for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
against such loss, claim, damage, liability or action; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue
<PAGE> 11
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by you, or by any
Underwriter through you specifically for use in the preparation thereof and
provided further that the Company shall not be liable to any Underwriter under
the indemnity agreement in this subsection (a) with respect to any preliminary
prospectus to the extent that any loss, claim, damage or liability of such
Underwriter results from the fact that such Underwriter sold Securities or
Warrants, if any, to a person as to whom it is established that there was not
sent or given, at or prior to written confirmation of such sale, a copy of the
Prospectus (excluding documents incorporated by reference) or of the Prospectus
as then amended or supplemented (excluding documents incorporated by reference)
in any case where such delivery is required by the Act if the Company notified
you in writing in accordance with Section 4(c) hereof and previously furnished
copies of the Prospectus (excluding documents incorporated by reference) or of
the Prospectus as then amended or supplemented (excluding documents incorporated
by reference) in the quantity requested in accordance with Section 4(e) hereof
to such Underwriter and the loss, claim, damage or liability of such Underwriter
results from an untrue statement or omission of a material fact contained in the
preliminary prospectus and corrected in the Prospectus or the Prospectus as then
amended or supplemented.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any part of the registration statement when such part became
effective, or in the Registration Statement, the Prospectus or any amendment or
supplement thereto, or any related preliminary prospectus supplement, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made therein in reliance upon and in conformity with written
information furnished to the Company by you, or by such Underwriter through you,
specifically for use in the preparation thereof; and will reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending against any such loss, claim, damage, liability
or action.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in, and, to the extent that it shall wish, jointly with any other indemnifying
party, similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatening proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and does not include a statement
as to, or an admission of, fault, culpability or a failure to act by or on
behalf of any indemnified party.
<PAGE> 12
(d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Securities, and Warrants, if any, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering of the
Securities (before deducting expenses) received by the Company bear to the total
compensation or profit (before deducting expenses) received or realized by the
Underwriters from the purchase and resale, or underwriting, of the Securities,
and Warrants, if any. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity, and actions
and inaction, to correct or prevent such untrue statement or omission. The
Company and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (d) were to be determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the first sentence of this subsection
(d). The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim (which shall be limited as provided in subsection (c) above if the
indemnifying party has assumed the defense of any such action in accordance with
the provisions thereof) which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities, and Warrants, if any, underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute shall be several in proportion to their
respective underwriting obligations and not joint. Promptly after receipt by an
indemnified party under this subsection (d) of notice of the commencement of any
action against such party in respect of which a claim for contribution may be
made against an indemnifying party under this subsection (d), such indemnified
party shall notify the indemnifying party in writing of the commencement thereof
if the notice specified in subsection (c) above has not been given with respect
to such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under this subsection (d).
(e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act or the Exchange Act; and the
obligations of the Underwriters under this Section 6 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each director of the Company (including
any person who, with his consent, is named in the Registration Statement as
about
<PAGE> 13
to become a director of the Company), to each officer of the Company who has
signed the Registration Statement and to each person, if any, who controls the
Company within the meaning of the Act or the Exchange Act.
7. Representations and Agreements to Survive Delivery. All
representations, warranties, and agreements of the Company herein or in
certificates delivered pursuant hereto, and the agreements of the several
Underwriters contained in Section 6 hereof, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
Underwriter or any controlling persons, or the Company or any of its officers,
directors or any controlling persons, and shall survive delivery of and payment
for the Securities, and Warrants, if any.
8. Substitution of Underwriters. (a) If any Underwriter or Underwriters
shall fail to take up and pay for the principal amount of Securities, and
Warrants, if any, agreed by such Underwriter or Underwriters to be purchased
hereunder, upon tender of such Securities, and Warrants, if any, in accordance
with the terms hereof, and the principal amount of Securities, and Warrants, if
any, not purchased does not aggregate more than 10% of the total principal
amount of the Securities, and Warrants, if any, set forth in Schedule B hereto,
the remaining Underwriters shall be obligated to take up and pay for (in
proportion to their respective underwriting obligations hereunder as set forth
in Schedule B, except as may otherwise be determined by you) the Securities, and
Warrants, if any, which the withdrawing or defaulting Underwriter or
Underwriters agreed but failed to purchase.
(b) If any Underwriter or Underwriters shall fail to take up and pay
for the principal amount of Securities, and Warrants, if any, agreed by such
Underwriter or Underwriters to be purchased hereunder, upon tender of such
Securities, and Warrants, if any, in accordance with the terms hereof, and the
principal amount of Securities, and Warrants, if any, not purchased aggregates
more than 10% of the total principal amount of Securities, and Warrants, if any,
set forth in Schedule B hereto, and arrangements satisfactory to you and the
Company for the purchase of such Securities, and Warrants, if any, by other
persons are not made within 36 hours thereafter, this Agreement shall terminate.
In the event of a default by any Underwriter as set forth in this Section 8, the
Closing Date shall be postponed for such period, not to exceed seven full
business days, as you shall determine in order that the required changes in the
Registration Statement and the Prospectus or in any other documents or
arrangements may be effected. In the event of any such termination, the Company
shall not be under any liability to any Underwriter (except to the extent
provided in Section 4(h) and Section 6) nor shall any Underwriter (other than an
Underwriter who shall have failed, otherwise than for some reason permitted
under this Agreement, to purchase the principal amount of Securities, and
Warrants, if any, agreed by such Underwriter to be purchased under this
Agreement) be under any liability to the Company (except to the extent provided
in Section 6 hereof). Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Company and any
non-defaulting Underwriter for damages occasioned by its default hereunder.
9. Termination. You shall have the right to terminate this Agreement by
giving notice as hereinafter specified at any time at or prior to the Closing
Date if (i) trading generally on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ National Market shall have been suspended or materially
limited, (ii) trading in the Company's securities on the New York Stock Exchange
has been suspended or materially limited, (iii) a banking moratorium shall have
been declared by Federal or New York authorities, or (iv) there shall have
occurred since the execution of this Agreement an outbreak or material
escalation of major hostilities in which the United States is involved, a
declaration of war by Congress or other calamity or crisis and, in the case of
any such event specified in clauses (i) through (iv) above, the effect of such
event, in your reasonable judgment, makes it impractical or inadvisable to
proceed with the completion of the sale of and payment for the Securities, and
Warrants, if any, on the terms and in
<PAGE> 14
the manner contemplated in the Prospectus. Any such termination shall be without
liability of any party to any other party except that the provisions of Section
4(h) and Section 6 shall at all times be effective. If you elect to terminate
this Agreement as provided in this Section, the Company shall be notified
promptly by you by telephone or telegram, confirmed by letter.
10. Notices. All notices or communications hereunder shall be in
writing and if sent to you shall be mailed, delivered or telegraphed and
confirmed to you at your address set forth for that purpose in Schedule A
hereto, or if sent to the Company, shall be mailed, delivered or sent by
facsimile transmission and confirmed to the Company at 250 East Carpenter
Freeway, Irving, Texas 75062-2729. Notices to any Underwriter pursuant to
Section 6 hereof shall be mailed, delivered or sent by facsimile transmission
and confirmed to such Underwriter's address furnished to the Company in writing
for the purpose of communications hereunder. Any party to this Agreement may
change such address for notices by sending to the parties to this Agreement
written notice of a new address for such purpose.
11. Parties. This Agreement shall inure to the benefit of and be
binding upon the Company and the Underwriters and their respective successors
and the controlling persons, officers and directors referred to in Section 6 and
no other person will have any right or obligation hereunder.
In all dealings with the Company under this Agreement, you shall act on
behalf of each of the several Underwriters, and any action under this Agreement
taken by you or by any one of you designated in Schedule A hereto will be
binding upon all the Underwriters.
12. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
13. Counterparts. This Agreement may be executed by one or more of you
in one or more counterparts, each of which shall constitute an original and all
of which taken together shall constitute one and the same Agreement.
If the foregoing correctly sets forth our agreement, please so indicate
in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between the Company and the several Underwriters.
Alternatively, the execution of this Agreement by the Company and its acceptance
by or on behalf of the Underwriters may be evidenced by an exchange of
telegraphic or other written communications.
Very truly yours,
Associates Corporation of North America
By:
---------------------------------------------
Title:
ACCEPTED at New York, New York as of the date
first above written on behalf of ourselves and as
Representatives of the other Underwriters, if any,
named in Schedule B hereto.
By:
---------------------------------------------
Title:
<PAGE> 15
EXHIBIT I
ASSOCIATES CORPORATION OF NORTH AMERICA
--------------------------------
{Insert specific title of securities*}
DELAYED DELIVERY CONTRACT
*
-------------------------
{Insert date of initial
public offering}
ASSOCIATES CORPORATION OF NORTH AMERICA
c/o*
Gentlemen:
The undersigned hereby agrees to purchase from Associates Corporation
of North America (hereinafter called the "Company"), and the Company agrees to
sell to the undersigned, {If one delayed closing, insert -- as of the date
hereof, for delivery on , 19 (the "Delivery Date")}
{$}
principal amount of the Company's {title of Securities and related
Warrants, if any} (the "Securities"), offered by the Company's Prospectus
relating thereto, receipt of a copy of which is hereby acknowledged, at a
purchase price of % of the principal amount thereof plus accrued interest,
if any, and on the further terms and conditions set forth in this contract.
{If two or more delayed closings, insert the following:
The undersigned will purchase from the Company as of the date hereof,
for delivery on the dates set forth below, Securities in the principal amounts
set forth below:
Delivery Date Principal Amount
------------- ----------------
Each of such delivery dates is hereinafter referred to as a "Delivery Date".}
Payment for the Securities which the undersigned has agreed to purchase
for delivery on {the} {each} Delivery Date shall be made to the Company or its
order by certified or official bank check in New York Clearing House funds at
the office of at . M., time, on such Delivery Date upon
delivery to the undersigned of the Securities to be purchased by the undersigned
for delivery on such Delivery Date in definitive form and in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to such Delivery Date. If no designation is received, the
Securities will be registered in the name of the undersigned and issued in a
denomination equal to the aggregate principal amount of Securities to be
purchased by the undersigned on such Delivery Date.
- --------------
* To be completed when the Underwriting Agreement is executed by the parties
thereto.
The obligation of the undersigned to take delivery of and make payment
for, Securities on {the} {each} Delivery Date shall be subject only to the
conditions that (1) investment in the Securities shall not at such Delivery Date
be prohibited under the laws of any jurisdiction in the United States to which
the
<PAGE> 16
undersigned is subject, which investment the undersigned represents is not
prohibited on the date hereof, and (2) the Company shall have delivered to the
Underwriters the principal amount of the Securities to be purchased by them
pursuant to the Underwriting Agreement referred to in the Prospectus mentioned
above and received payment therefor.
Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the acceptance of this contract and any other
similar contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-serve basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned when such counterpart is mailed or
delivered.
This contract shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours,
---------------------------
(Name of Purchaser)
By
-------------------------
---------------------------
(Title of Signatory)
---------------------------
---------------------------
(Address of Purchaser)
Accepted, as of the above date.
ASSOCIATES CORPORATION OF NORTH AMERICA
By
-------------------------
Title:
<PAGE> 17
SCHEDULE A
Underwriting Agreement dated: [DATE]
Registration Statement No.: [NUMBER]
Representatives: [UNDERWRITER]
Title of Securities: [SECURITIES]
Indenture: [INDENTURE]
Amount of Securities: [AMOUNT]
Price to Public:
Purchase Price:
Final Maturity: [MATURITY]
Interest Rate: [INTEREST RATE]
Redemption:
Repayment at Option of Holder:
Title of Warrant Securities:
Amount of Warrant Securities:
Title of Warrant Agreement:
Warrant Agent:
Number of Warrants: per each $ principal amount of Warrant Securities
Delayed Delivery --
Fee:
Minimum principal amount of each Contract: Maximum aggregate principal
amount of all Contracts:
Closing --
Office for delivery of Securities, and Warrants, if any:
Office for payment for Securities, and Warrants, if any:
Date and time of Closing:
Office for checking Securities, and Warrants, if any:
Underwriter commissions or other compensation:
Address for notices per Section 10:
Name of Underwriter to act per Section 11:
<PAGE> 18
SCHEDULE B
Principal Amount of Securities
(with Warrants, if any)
UNDERWRITERS to be purchased
-----------------------------
[UNDERWRITER] $[AMOUNT]
Total $[AMOUNT]
<PAGE> 1
EXHIBIT 5
June 25, 1999
Associates Corporation of North America
250 E. Carpenter Freeway
Irving, TX 75062-2729
Gentlemen:
I am Assistant General Counsel of Associates Corporation of North
America, a Delaware corporation (the "Company"). In that capacity, I have
reviewed the Registration Statement on Form S-3, as filed with the Securities
and Exchange Commission on or about June 25, 1999 (the "Registration
Statement"). Pursuant to the Registration Statement, up to $7,000,000,000
aggregate principal amount of debt securities and warrants to purchase debt
securities of the Company are issuable from time to time pursuant to the
indentures described below. Such debt securities are hereafter referred to as
"Debt Securities," and such warrants to purchase debt securities are hereafter
referred to as "Warrants."
The Debt Securities will constitute either senior or subordinated debt
of the Company. The Senior Securities will be issued under an indenture dated as
of November 1, 1995 with The Chase Manhattan Bank (the "Chase Senior Indenture")
or one or more separate indentures between the Company and one or more banking
institutions to be qualified as trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939, substantially in the Form of indenture filed as
Exhibit 4.4 to the Registration Statement (each, a "Senior Indenture"). The
Subordinated Securities will be issued under an indenture dated as of November
1, 1995 with The Chase Manhattan Bank (the "Chase Subordinated Indenture") or
one or more separate indentures between the Company and one or more banking
institutions to be qualified as trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939, substantially in the Form of indenture filed as
Exhibit 4.5 to the Registration Statement (each, a "Subordinated Indenture").
The Warrants will be issued under a warrant agreement (the "Warrant Agreement")
to be entered into between the Company and a warrant agent, substantially in the
form of agreement filed as Exhibit 4.6 to the Registration Statement. Please be
advised that I am of the opinion that:
1. The Chase Senior Indenture and the Chase Subordinated Indenture have
been duly authorized, executed and delivered by the Company, and each Senior
Indenture and Subordinated Indenture, when the Trustee thereunder has been
qualified pursuant to the Trust Indenture Act of 1939 and when such indenture
has been duly authorized by appropriate corporate action and duly executed, will
have been duly authorized, executed and delivered by the Company, and
constitutes or will constitute, as the case may be, legal, valid and binding
<PAGE> 2
Associates Corporation of North America
June 25, 1999
Page 2
obligations of the Company, except in each case as limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.
2. The Debt Securities, when duly authorized by appropriate corporate
action, duly executed, authenticated and delivered in the form approved pursuant
to and in accordance with the respective indenture pursuant to which they are
issued and sold as described in the Registration Statement (including the
Prospectus and Prospectus Supplement relating to such Debt Securities), and when
issued in compliance with applicable usury laws, will be legal, valid and
binding obligations of the Company entitled to the benefits of the respective
indenture pursuant to which they have been issued subject to bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.
3. The Warrant Agreement, when duly authorized by appropriate corporate
action and duly executed and delivered by the Company, and the warrant
certificate in the form attached as an exhibit to the Warrant Agreement, when
duly authorized by appropriate corporate action, duly executed and delivered by
the Company and duly countersigned by an authorized representative of the
warrant agent in accordance with the Warrant Agreement, will be legal, valid and
binding obligations of the Company enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally and general equitable principles.
I hereby consent that the foregoing opinion may be filed as an exhibit
to the above referenced Registration Statement. I further consent to the use of
my name in the Registration Statement and the Prospectus related thereto.
By his signature below, Michael J. Forde hereby consents to the use of
his name in the Registration Statement and the Prospectus related thereto.
Very truly yours,
/s/ Frederic C. Liskow
Frederic C. Liskow
Assistant General Counsel
Consent
/s/ Michael J. Forde
Michael J. Forde
Assistant General Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Associates Corporation of North America on Form S-3 (File No. 333- ) of our
report dated January 19, 1999, on our audits of the consolidated financial
statements of Associates Corporation of North America as of December 31, 1998
and 1997, and for the years ended December 31, 1998, 1997, and 1996, which
report is included in Associates Corporation of North America's Annual Report on
Form 10K for the year ended December 31, 1998. We also consent to the reference
to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
June 23, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
a director of Associates Corporation of North America, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of debt securities and/or
warrants to purchase debt securities bearing such name or designation and having
such seniority, maturities, redemption provisions, prepayment provisions,
sinking fund provisions, interest rates and other terms and to be in such form
as may be selected by the responsible officers of the Company, has made,
constituted and appointed and by these presents, does hereby make, constitute
and appoint FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN
F. STILLO, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign and
file said Registration Statement and any and all amendments or post-effective
amendments thereto and any and all other documents to be signed and filed with
the Securities and Exchange Commission in connection therewith, hereby granting
to said FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN F.
STILLO, and each of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in the
premises, as fully, to all intents and purposes, as he might or could do if
personally present, hereby ratifying and confirming in all respects all that
said FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN F.
STILLO, or any of them, as said attorneys, may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 25th day of
June, 1999.
SIGNATURE: /s/ KEITH W. HUGHES
-----------------------------------
Keith W. Hughes
OFFICE: Chairman of the Board, Chief Executive
Officer and Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
a director of Associates Corporation of North America, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of debt securities and/or
warrants to purchase debt securities bearing such name or designation and having
such seniority, maturities, redemption provisions, prepayment provisions,
sinking fund provisions, interest rates and other terms and to be in such form
as may be selected by the responsible officers of the Company, has made,
constituted and appointed and by these presents, does hereby make, constitute
and appoint FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN
F. STILLO, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign and
file said Registration Statement and any and all amendments or post-effective
amendments thereto and any and all other documents to be signed and filed with
the Securities and Exchange Commission in connection therewith, hereby granting
to said FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN F.
STILLO, and each of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in the
premises, as fully, to all intents and purposes, as he might or could do if
personally present, hereby ratifying and confirming in all respects all that
said FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN F.
STILLO, or any of them, as said attorneys, may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 25th day of
June, 1999.
SIGNATURE: /s/ ROY A. GUTHRIE
------------------------------------------
Roy A. Guthrie
OFFICE: Senior Executive Vice President, Chief
Financial Officer and Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
a director of Associates Corporation of North America, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of debt securities and/or
warrants to purchase debt securities bearing such name or designation and having
such seniority, maturities, redemption provisions, prepayment provisions,
sinking fund provisions, interest rates and other terms and to be in such form
as may be selected by the responsible officers of the Company, has made,
constituted and appointed and by these presents, does hereby make, constitute
and appoint FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN
F. STILLO, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign and
file said Registration Statement and any and all amendments or post-effective
amendments thereto and any and all other documents to be signed and filed with
the Securities and Exchange Commission in connection therewith, hereby granting
to said FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN F.
STILLO, and each of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in the
premises, as fully, to all intents and purposes, as he might or could do if
personally present, hereby ratifying and confirming in all respects all that
said FREDERIC C. LISKOW, ROY A. GUTHRIE, CHESTER D. LONGENECKER AND JOHN F.
STILLO, or any of them, as said attorneys, may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 25th day of
June, 1999.
SIGNATURE: /s/ JOHN F. STILLO
------------------------------------------
John F. Stillo
OFFICE: Executive Vice President, Comptroller and
Principal Accounting Officer
<PAGE> 1
EXHIBIT 25.1
- --------------------------------------------------------------------------------
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. 333-76439, 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 17th day
of June, 1999.
THE CHASE MANHATTAN BANK
/s/ ANDREW M. DECK
---------------------------------
By 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 March 31,
1999, 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 ................ $ 15,364
Interest-bearing balances ......................................... 3,811
Securities: ............................................................
Held to maturity securities............................................. 1,084
Available for sale securities........................................... 49,894
Federal funds sold and securities purchased under
agreements to resell .............................................. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income............... $ 131,839
Less: Allowance for loan and lease losses ............. 2,642
Less: Allocated transfer risk reserve ................. 0
----------
Loans and leases, net of unearned income,
allowance, and reserve ............................................ 129,197
Trading Assets ......................................................... 45,483
Premises and fixed assets (including capitalized
leases)............................................................ 3,124
Other real estate owned ................................................ 242
Investments in unconsolidated subsidiaries and
associated companies............................................... 171
Customers' liability to this bank on acceptances
outstanding ....................................................... 974
Intangible assets ...................................................... 2,017
Other assets ........................................................... 12,477
----------
TOTAL ASSETS ........................................................... $ 291,476
==========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C>
LIABILITIES
Deposits
In domestic offices .............................................. $ 102,273
Noninterest-bearing .................................... $ 39,135
Interest-bearing ....................................... 63,138
In foreign offices, Edge and Agreement, --------
subsidiaries and IBF's ......................................... 74,586
Noninterest-bearing ................................... $ 4,221
Interest-bearing ...................................... 70,365
Federal funds purchased and securities sold under agreements
to repurchase ....................................................... 41,039
Demand notes issued to the U.S. Treasury .............................. 1,000
Trading liabilities ................................................... 32,929
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
With a remaining maturity of one year or less .................... 4,353
With a remaining maturity of more than one year
through three years............................................ 14
With a remaining maturity of more than three years................ 92
Bank's liability on acceptances executed and outstanding 974
Subordinated notes and debentures ..................................... 5,427
Other liabilities ..................................................... 9,684
TOTAL LIABILITIES ..................................................... 272,371
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ......................... 0
Common stock .......................................................... 1,211
Surplus (exclude all surplus related to preferred stock) .............. 11,016
Undivided profits and capital reserves ................................ 7,040
Net unrealized holding gains (losses)
on available-for-sale securities .................................... (179)
Accumulated net gains (losses) on cash flow hedges..................... 0
Cumulative foreign currency translation adjustments ................... 17
TOTAL EQUITY CAPITAL .................................................. 19,105
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ...................................... $ 291,476
=========
</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 25.2
- --------------------------------------------------------------------------------
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. 333-76439, 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 17th day
of June, 1999.
THE CHASE MANHATTAN BANK
/s/ ANDREW M. DECK
---------------------------------
By 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 March 31, 1999, 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 ................ $ 15,364
Interest-bearing balances ......................................... 3,811
Securities: ............................................................
Held to maturity securities............................................. 1,084
Available for sale securities........................................... 49,894
Federal funds sold and securities purchased under
agreements to resell .............................................. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income............... $ 131,839
Less: Allowance for loan and lease losses ............. 2,642
Less: Allocated transfer risk reserve ................. 0
----------
Loans and leases, net of unearned income,
allowance, and reserve ............................................ 129,197
Trading Assets ......................................................... 45,483
Premises and fixed assets (including capitalized
leases)............................................................ 3,124
Other real estate owned ................................................ 242
Investments in unconsolidated subsidiaries and
associated companies............................................... 171
Customers' liability to this bank on acceptances
outstanding ....................................................... 974
Intangible assets ...................................................... 2,017
Other assets ........................................................... 12,477
----------
TOTAL ASSETS ........................................................... $ 291,476
==========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C>
LIABILITIES
Deposits
In domestic offices .............................................. $ 102,273
Noninterest-bearing .................................... $ 39,135
Interest-bearing ....................................... 63,138
In foreign offices, Edge and Agreement, --------
subsidiaries and IBF's ......................................... 74,586
Noninterest-bearing ................................... $ 4,221
Interest-bearing ...................................... 70,365
Federal funds purchased and securities sold under agreements
to repurchase .................................................... 41,039
Demand notes issued to the U.S. Treasury .............................. 1,000
Trading liabilities ................................................... 32,929
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
With a remaining maturity of one year or less .................... 4,353
With a remaining maturity of more than one year
through three years............................................ 14
With a remaining maturity of more than three years................ 92
Bank's liability on acceptances executed and outstanding 974
Subordinated notes and debentures ..................................... 5,427
Other liabilities ..................................................... 9,684
TOTAL LIABILITIES ..................................................... 272,371
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ......................... 0
Common stock .......................................................... 1,211
Surplus (exclude all surplus related to preferred stock)............... 11,016
Undivided profits and capital reserves ................................ 7,040
Net unrealized holding gains (losses) on available-for-sale
securities ....................................................... (179)
Accumulated net gains (losses) on cash flow hedges..................... 0
Cumulative foreign currency translation adjustments ................... 17
TOTAL EQUITY CAPITAL .................................................. 19,105
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ...................................... $ 291,476
=========
</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-
