<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event) April 14, 1999
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) 1-6154
(I.R.S. Employer
Identification Number) 74-1494554
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 652-4000
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits relate to the Registrant's Registration No.
333-62861 on Form S-3 with respect to which the Registrant
commenced an offering on April 14, 1999 of $1,500,000,000
principal amount of 5.80% Senior Notes due
April 20, 2004:
4(a) - Specimen Form of Note
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By: /s/ Scott W. McCarthy
Senior Vice President
Date: April 15, 1999<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4(a) - Specimen Form of Note
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>SPECIMEN NOTE
<PAGE>
CUSIP: 046003KA6
Common Code No: 009678549
ISIN No: US046003KA63
R-
ASSOCIATES CORPORATION OF NORTH AMERICA
5.80% SENIOR NOTE DUE April 20, 2004
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR THE REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
PRINCIPAL AMOUNT:
MATURITY DATE: April 20, 2004
DATED DATE: April 20, 1999
INTEREST PAYMENT DATES: April 20 and October 20 of each year
REGULAR RECORD DATES: Close of business on the April 5 and October 5, as the
case may be, immediately preceding each Interest Payment
Date (whether or not a Business Day)
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal amount set forth on the face hereof on
the Maturity Date set forth on the face hereof, and to pay interest thereon, at
the interest rate per annum specified in the title of the Notes, from the Dated
Date hereof or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, on the Interest Payment Dates set forth on the
face hereof and at Maturity, until the principal hereof has been paid or made
available for payment. The interest so payable, and punctually paid or provided
for, on any Interest Payment Date will, as provided in the Indenture (as
hereinafter defined), be paid to the Person in whose name this Note (or one or
more Predecessor Securities as defined in said Indenture) is registered at the
close of business on the Regular Record Date for such interest as set forth on
the face hereof (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date; provided, however, interest payable at
Maturity will be payable to the Person to whom the principal hereof shall be
payable. Any such interest which is payable, but is not punctually paid or duly
provided for on any Interest Payment Date, shall forthwith cease to be payable
to the registered Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a record date ("Special Record Date") not
less than 10 days prior to the date fixed by the Trustee for payment of such
defaulted interest, notice of which Special Record Date shall be given to
Holders of Notes not less than 15 days prior to such record date, or may be
paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at the office
or agency of the Company maintained for that purpose at the Corporate Trust
Office of the Trustee, or, at the option of the Holder, at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, or at such additional offices or agencies maintained for such
purpose as the Company may from time to time designate, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that (i) payment of
interest will be made (subject to collection) by check mailed to the address of
the Person entitled thereto as such address shall appear on the Securities
Register or, if appropriate wire transfer instructions have been received in
writing by the Trustee at its Corporate Trust Office or at its corporate trust
facility in the Borough of Manhattan, The City of New York, not later than five
Business Days prior to the record date for an applicable Interest Payment Date,
by wire transfer of immediately available funds; (ii) payment of principal
hereof at Maturity and any interest due upon Maturity will be made in
immediately
available funds upon surrender of this Note at the Corporate Trust Office of the
Trustee or at the corporate trust facility of the Trustee located in the Borough
of Manhattan, The City of New York, or at such additional offices or agencies
maintained for such purpose as the Company may from time to time designate; and
(iii) notwithstanding the foregoing, if indicated on the face hereof that this
Note is a Global Security, payments in respect of the Notes (including principal
and interest) will be made by wire transfer of immediately available funds to
the account of the Depositary as specified by the Depositary.
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Securities") of the Company
of the series hereinafter specified, which series is limited in aggregate
principal amount to $1,500,000,000 (subject to increase by any further issues as
described in the next paragraph), all such Securities issued and to be issued
under an indenture dated as of November 1, 1995 (hereinafter called the
"Indenture"), between the Company and The Chase Manhattan Bank, as Trustee, to
which Indenture and all indentures supplemental thereto reference is hereby made
for a specification of the rights and limitation of rights thereunder of the
Holders of the Securities and of the rights, obligations, duties and immunities
of the Trustee and of the Company. As provided in the Indenture, the Securities
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous
funds, if any, may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided or permitted. This Note is one
of a series of the Securities designated therein as 5.80% Senior Notes due April
20, 2004 (the "Notes").
The Company may from time to time, without notice to or the consent of the
registered Holders of the Notes of this series, create and issue further notes
of this series ranking pari passu with the Notes of this series in all respects
(or in all respects except for the payment of interest accruing prior to the
issue date of such further notes or except for the first payment of interest
following the issue date of such further notes) and so that such further notes
may be consolidated and form a single series with the Notes of this series and
have the same terms as to status, redemption or otherwise as the Notes of this
series.
The Company will pay, subject to certain exceptions set forth below and to
the Company's right of redemption for tax reasons, to a Holder of this Note,
such additional amounts as may be necessary in order that every net payment of
the
principal of and interest on this Note, after deduction or withholding for or on
account of any present or future tax, assessment or other governmental charge
imposed upon such Holder, or by reason of the making of such payments, by the
United States or any taxing authority thereof or therein, will not be less than
the amount provided for in the Note to be then due and payable ("Additional
Amounts").
The Company shall not be required, however, to make any payment for any
Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge which would
not have been imposed but for (A) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary of, or a person holding a power over such Holder if such
Holder is an estate or trust, or member or shareholder of, such Holder, if
such Holder is a partnership or corporation) and the United States or any
political subdivision or taxing authority thereof or therein, including,
without limitation, such Holder (or such fiduciary, settlor, beneficiary,
person holding a power over, member or shareholder) being or having been
a citizen or resident or treated as a resident thereof or being or having
been engaged in trade or business or present therein, or having or having
had a permanent establishment therein or (B) a bank receiving interest
described in Section 881(c)(3)(A) of the United States Internal Revenue
Code of 1986, as amended (the "Code") or (C) such Holder's present or
future status as a domestic or foreign personal holding company or
controlled foreign corporation or passive foreign investment company or
private foundation or tax exempt organization, with respect to the United
States of America or a corporation which accumulates earnings to avoid
United States federal income tax;
(ii) any estate, inheritance, gift, sales, use, transfer, excise,
personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of a change in law, regulation or
administrative or judicial interpretation that becomes effective more than
30 days after the payment becomes due or is duly provided for, whichever
occurs later;
(iv) any tax, assessment or other governmental charge which is
(A) payable otherwise than by withholding from payment of principal of, or
interest on, such Note or (B) required to be withheld by any paying agent
from any such payment, if such payment may be made without withholding by
any other paying agent outside the United States;
(v) any tax, assessment or other governmental charge which would
not have been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or connections of the Holder or
beneficial owner of such Note, if such compliance is required by statute
or by regulation of the United States or any political subdivision or
taxing authority thereof or therein or by an applicable tax treaty to
which the United States is a party as a precondition to relief or
exemption from such tax, assessment or other governmental charge;
(vi) any tax, assessment or other governmental charge imposed on
interest received by a Holder or beneficial owner of a Note that is a 10%
shareholder (as defined in Section 871(h)(3)(B) of the Code, and the
regulations that may be promulgated thereunder) of the Company or is a
controlled foreign corporation related to the Company within the meaning
of Section 864(d)(4) of the Code; or
(vii) any combination of items (i) through (vi);
nor shall any Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such Note to the extent
that a beneficiary or settlor with respect to such fiduciary, or a member of
such partnership or a beneficial owner thereof would not have been entitled to
the payment of such Additional Amounts had such beneficiary, settlor, member
or beneficial owner been the Holder of the Note.
Subject to the conditions described below, the Notes of this series may be
redeemed, as a whole but not in part, at the option of the Company upon not more
than 60 days nor less than 30 days prior notice to the Holders hereof at a
redemption price equal to 100% of their principal amount, together with interest
accrued, if any, to but excluding the date fixed for redemption, if on the next
succeeding Interest Payment Date the Company determines that, as a result of any
change in or amendment to the laws or treaties, or any regulations or rulings
promulgated thereunder, of the United States affecting taxation, or any proposed
change in such laws, treaties, regulations or rulings, or any change in the
official application, enforcement or interpretation of such laws, treaties,
regulations or rulings (including a holding by a court of competent jurisdiction
in the United States affecting taxation) which change or amendment is made
effective or is proposed on or after the original issue date of the Notes of
this series, or any other action predicated on such amendment or change taken
by any taxing authority or court of competent jurisdiction in the United
States or the official proposal of such action, whether or not such action or
proposal was taken or made with respect to the Company, the Company has or will
become obligated to pay Additional Amounts on any Note of this series and such
obligation cannot be avoided by the Company by any reasonable measures available
to it which (in the good faith opinion of the Company) will not have a material
adverse impact on the conduct of its business. Prior to the giving of any such
notice of redemption, the Company shall deliver to the Trustee (i) a certificate
stating that it is entitled to effect such redemption and setting forth a
supportive statement of facts and (ii) a written opinion of independent legal
counsel of recognized standing to such effect based upon such statement of
facts.
In addition, no such notice of redemption shall be given earlier than 90 days
prior to the earliest date on which the Company would be obligated to pay
Additional Amounts were a payment in respect of the Notes of this series then
due.
If an Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding, as defined in the
Indenture, of each series of Securities to be affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of any series at the time
Outstanding, as defined in the Indenture, on behalf of the Holders of all the
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences with respect to such series. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and
upon
all future Holders of this Note and of any Note issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable on the Securities Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Company to be maintained for that purpose at the Corporate Trust Office of
the Trustee, or the office or agency of the Company to be maintained for that
purpose in the Borough of Manhattan, The City of New York, or at such additional
offices or agencies maintained for such purpose as the Company may from time to
time designate, or in the event definitive Notes are issued and so long as the
Notes are listed on the Luxembourg Stock Exchange, at the offices of the paying
agent in Luxembourg, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
If indicated on the face hereof that this Note is a Global Security, it is
exchangeable, in whole but not in part, for Notes registered in the names of
Persons other than the Depositary or its nominee or in the name of a successor
to the Depositary or a nominee of such successor depositary only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Note and a successor depositary is not appointed by the
Company within 90 days of the receipt by the Company of such notice or of the
Company becoming aware of such ineligibility, or (ii) the Company in its sole
discretion at any time determines not to have all of the Notes represented by
one
or more Global Security or Securities. If this Note is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for Notes of like tenor and
terms in definitive form in aggregate principal amount equal to the principal
amount of the Global Security; provided, that the Company shall exchange all the
Global Securities representing the Notes in such manner. Subject to the
foregoing, if this Note is a Global Security it is not exchangeable, except for
a Note or Notes of the same aggregate denominations to be registered in the name
of such Depositary or its nominee or in the name of a successor to the
Depositary
or a nominee of such successor depositary. If not indicated on the face hereof
that this Note is a Global Security, this Note is exchangeable for a like
aggregate principal amount of Notes of a different authorized denomination, as
requested by the Holder surrendering the same, as provided in the Indenture and
subject to certain limitations therein set forth.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000.
No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such transfer
or exchange, other than certain exchanges not involving any transfer.
Notices to Holders of the Notes will be sent by mail to the registered
Holders and, so long as the Notes are listed on the Luxembourg Stock Exchange,
will be published in a daily newspaper of general circulation in Luxembourg.
Any
such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.
The Company has initially appointed Chase Manhattan Bank Luxembourg S.A.
as a paying agent in Luxembourg with respect to the Notes, and as long as the
Notes are listed on the Luxembourg Stock Exchange, the Company will maintain a
paying agent in Luxembourg and any change in the Luxembourg paying agent and
transfer agent will be published in Luxembourg. In the event definitive Notes
are issued, the Holders hereof will be able to receive payments thereon and
effect transfers thereof at the offices of Chase Manhattan Bank Luxembourg S.A.
or its successor as paying agent in Luxembourg with respect to the Notes.
Certain terms used in this Note which are defined in the Indenture have the
meanings set forth therein.
THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal as of the Dated Date set forth on the face
hereof.
ASSOCIATES CORPORATION OF
NORTH AMERICA
[Seal]
By: _____________________________
Senior Vice President
Attest:
______________________
Assistant Secretary
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for under the within-
mentioned Indenture.
Dated:
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________________
Authorized Officer
<PAGE>
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ____________ Custodian _______________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee ____________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_______________________________________________________________
_______________________________________________________________
the within Note of Associates Corporation of North America and all rights
thereunder, hereby irrevocably constituting and appointing
______________________________________________ Attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.
Dated: ___________________________
_____________________________________
_____________________________________
Notice: The signature to this assignment must
correspond with the name as written on the
face of the within instrument in every
particular, without alteration or
enlargement, or any change whatever.
