<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-62861
Prospectus Supplement
(To Prospectus dated October 15, 1998)
$50,000,000
ASSOCIATES CORPORATION
OF NORTH AMERICA
7% Senior Notes due February 10, 2009
The Company will pay interest on the 7% Senior Notes due
February 10, 2009 (the "Notes") issuable upon the exercise of
outstanding warrants (the "Warrants") semiannually on May 15 and
November 15 of each year, starting May 15, 1999, and at maturity.
On September 14, 1989, the Company sold privately six Warrants,
each Warrant entitling the holder to purchase $25,000,000
principal amount of 7% Ten-Year Senior Notes on any Business Day
during the five-year period ending October 1, 1999 at a purchase
price equal to 100% of the principal amount thereof. Pursuant to
the exercise of Warrants, the Company has agreed to sell on
February 10, 1999 $50,000,000 principal amount of the Notes to
The Chase Manhattan Bank for the account of Pacific General Life
Insurance Companies at a purchase price of 100% of their
principal amount. The Company may not redeem the Notes prior to
maturity.
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities
or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The aggregate proceeds to the Company from such sales
will be $50,000,000, before deducting expenses payable by the
Company estimated at $30,000.
The date of this Prospectus Supplement is February 5, 1999
DESCRIPTION OF THE NOTES
The following description of the specific terms of the Notes
(referred to in the attached Prospectus as "Debt Securities")
supplements the more general description of Debt Securities
contained in the Prospectus. If there are any inconsistencies
between the information in this section and the information in
the Prospectus, the information in this section controls.
Investors should read this section together with the information
in the section called "Description of the Debt Securities" in the
Prospectus. Any capitalized terms that are defined in the
Prospectus have the same meanings in this section unless a
different definition appears in this section. The Company
qualifies the description of the Notes by reference to the
Indenture.
General
The Notes:
* will be senior debt of the Company;
* will be issued as a separate series under the
Indenture between the Company and the Trustee,
The Chase Manhattan Bank ("Chase"), dated as of
November 1, 1995;
* will be limited in aggregate principal amount to
$50,000,000;
* will mature and become due and payable, at 100% of
their principal amount together with any accrued and
unpaid interest, on February 10, 2009;
* will not be redeemable by the Company prior to
maturity.
Interest
The Notes will bear interest at the rate of 7% per annum.
Interest will accrue from February 10, 1999 or from the most
recent Interest Payment Date to which interest has been paid or
provided for. The Company will make interest payments
semiannually on May 15 and November 15 of each year, starting May
15, 1999 (each, an "Interest Payment Date") and at maturity. The
Company will make interest payments to the person in whose name
the Notes are registered at the close of business on the April 30
and October 31 before the next Interest Payment Date. If the
Interest Payment Date is not a Business Day, payment of interest
will be made on the next day that is a Business Day. "Business
Day" means any day that is not a Saturday or Sunday, and that is
not a day on which banking institutions are generally authorized
or obligated by law to close in The City of New York.
Book-Entry System
Upon issuance, the Notes will be represented by Global
Securities registered in the name of Cede & Co., as nominee of
The Depository Trust Company, which will act as the depositary
for the Notes (the "Depositary"). The Depositary has advised the
Company as follows: the Depositary is a limited-purpose trust
company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended.
The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary
also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. "Direct Participants"
include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. The
Depositary is owned by a number of its Direct Participants and by
The New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc.
Access to the Depositary's system is also available to others,
such as securities brokers and dealers, banks and trust
companies, that clear through or maintain a custodial
relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The rules applicable to
the Depositary and its Participants are on file with the
Securities and Exchange Commission.
Purchases of the Notes under the Depositary's system must be
made by or through Direct Participants, which will receive a
credit for the Notes on the Depositary's records. The ownership
interest of each actual purchaser of a Note (a "Beneficial
Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive
written confirmation from the Depositary of their purchase, but
Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Notes are
to be accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests
in Global Securities, except in the event that use of the book-
entry system for the Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by
Participants with the Depositary are registered in the name of
the Depositary's partnership nominee, Cede & Co. The deposit of
Notes with the Depositary and their registration in the name of
Cede & Co. effect no change in beneficial ownership. The
Depositary has no knowledge of the actual Beneficial Owners of
the Notes; the Depositary's records reflect only the identity of
the Direct Participants to whose accounts the Notes are credited,
which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on
behalf of their customers.
As long as the Notes are held by the Depositary or its
nominee and the Depositary continues to make its same-day funds
settlement system available to the Company, all payments of
principal of and interest on the Notes will be made by the
Company in immediately available funds to the Depositary. The
Company has been advised that the Depositary's practice is to
credit Direct Participants' accounts on the applicable payment
date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe
that it will not receive payment on such date. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of
such Participant and not of the Depositary, the Trustee or the
Company, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and
interest to the Depositary is the responsibility of the Company
or the Trustee, disbursement of such payments to Direct
Participants shall be the responsibility of the Depositary and
disbursement of such payments to the Beneficial Owners shall be
the responsibility of Direct and Indirect Participants.
Secondary trading in long-term notes and debentures of
corporate issuers is generally settled in clearing house or next-
day funds. In contrast, the Notes will trade in the Depositary's
Same-Day Funds Settlement system. Accordingly, the Depositary
will require that secondary trading activity in the Notes settle
in immediately available funds. No assurance can be given as to
the effect, if any, of settlement in immediately available funds
on trading activity in the Notes.
The Company expects that conveyance of notices and other
communications by the Depositary to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will
be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
In addition, neither the Depositary nor Cede & Co. will consent
or vote with respect to the Notes; the Company has been advised
that the Depositary's usual procedure is to mail an omnibus proxy
to the Company as soon as possible after the record date with
respect to such consent or vote. The omnibus proxy would assign
Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Notes are credited on such
record date (identified in a listing attached to the omnibus
proxy).
The Depositary may discontinue providing its services as
securities depositary with respect to the Notes at any time by
giving reasonable notice to the Company or the Trustee. Under
such circumstances, if a successor depositary is not appointed by
the Company within 90 days, the Company will issue individual
definitive Notes in exchange for all the Global Securities
representing such Notes. In addition, the Company may at any
time and in its sole discretion determine not to have the Notes
represented by Global Securities and, in such event, will issue
individual definitive Notes in exchange for all the Global
Securities representing the Notes. Individual definitive Notes
so issued will be issued in denominations of $1,000 and any
larger amount that is an integral multiple of $1,000 and
registered in such names as the Depositary shall direct.
The information in this section concerning the Depositary
and the Depositary's book-entry system has been obtained from
sources that the Company believes to be reliable, but the Company
takes no responsibility for the accuracy thereof.
Concerning the Trustee
Chase is the trustee for various other series of debt
securities which the Company has issued under the Indenture.
Additionally, Chase is the trustee for other debt securities
which the Company issued under indentures originally executed by
Manufacturers Hanover Trust Company and Chemical Bank. The
Company also uses Chase for other banking services in the normal
course of its business.
Recent Development
On January 6, 1999, Associates First Capital Corporation
("AFCC"), the Company's parent, purchased the assets and assumed
the liabilities of Avco Financial Services, Inc. ("Avco"). In
connection with the acquisition AFCC transferred substantially
all of Avco's domestic finance operations to the Company.
PLAN OF DISTRIBUTION
Pursuant to the exercise of two Warrants, the Company has
agreed to sell to The Chase Manhattan Bank for the account of
Pacific General Life Insurance Companies the "Purchaser"), and
the Purchaser has agreed to purchase, $50,000,000 principal
amount of the Notes hereby. The Purchaser has advised the
Company that it is acquiring the Notes for its own account for
the purpose of investment and has no present intention to
distribute or sell the Notes.
<PAGE>
No dealer, salesperson or other person is authorized to
give any information or to represent anything not contained in
this prospectus. You must not rely on any unauthorized
information or representations. This prospectus is an offer to
sell only the Notes offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current as of
its date.
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TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
<S> <C>
Description of the Notes S-2
Plan of Distribution S-5
Prospectus
Available Information 2
Documents Incorporated
by Reference 2
The Company 3
Application of Proceeds 3
Description of Debt Securities 4
Description of Warrants 7
Plan of Distribution 8
Legal Opinions 9
Experts 9
</TABLE>
$50,000,000
ASSOCIATES CORPORATION
OF NORTH AMERICA
[LOGO]
7% Senior Notes
due February 10, 2009
PROSPECTUS SUPPLEMENT
