<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-62861
Prospectus Supplement to Prospectus dated October 15, 1998.
$1,500,000,000
[ASSOCIATES LOGO]
Floating Rate Senior Notes due June 29, 2000
------------------------
Interest on the Floating Rate Senior Notes due June 29, 2000 will be
payable on the twenty-ninth day of each month, commencing on July 29, 1999. If
any Interest Payment Date would otherwise be a day that is not a Business Day,
such Interest Payment Date will be postponed to the next day that is a Business
Day. The rate of interest on the Notes will be reset monthly, and the rate of
interest in effect for each Interest Period will be the One-Month LIBOR Rate
minus 0.071%. The Notes are not redeemable at any time 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 ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
The underwriter has agreed to purchase the Notes from the Company at 100%
of their principal amount ($1,500,000,000 total proceeds to the Company, before
deducting expenses payable by the Company estimated at $900,000), subject to the
terms and conditions in the Underwriting Agreement. The underwriter proposes to
offer the Notes from time to time for sale in negotiated transactions at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. For information about underwriting
discounts or commissions, see "Underwriting."
------------------------
The underwriter expects to deliver the Notes in book-entry form only
through the facilities of The Depository Trust Company against payment in
immediately available funds in New York, New York on June 29, 1999.
GOLDMAN, SACHS & CO.
------------------------
Prospectus Supplement dated June 24, 1999.
<PAGE> 2
SUMMARY FINANCIAL INFORMATION
The following summary of certain financial information of Associates
Corporation of North America (the "Company") and its consolidated subsidiaries
has been derived principally from information contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, and its Quarterly
Report on Form 10-Q for the three months ended March 31, 1999, available as
described under "Available Information" in the accompanying prospectus, and is
qualified in its entirety by the detailed information and financial statements
set forth therein.
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31 MARCH 31
---------------------------------------------------- -------------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE AND EARNINGS
Revenue --
Finance charges................. $3,866.7 $4,805.3 $5,580.3 $6,428.5 $5,841.5 $1,672.2 $1,517.5
Insurance premiums.............. 293.5 325.1 354.8 370.1 383.9 98.2 95.2
Investment and other income..... 227.7 254.0 286.3 352.5 873.9 117.2 199.5
-------- -------- -------- -------- -------- -------- --------
4,387.9 5,384.4 6,221.4 7,151.1 7,099.3 1,887.6 1,812.2
Expenses --
Interest expense................ 1,509.7 1,979.8 2,206.7 2,543.9 2,842.2 692.2 703.3
Operating expenses.............. 1,191.6 1,417.8 1,603.3 1,842.5 1,660.7 460.6 460.2
Provision for losses on finance
receivables................... 569.9 729.7 963.4 1,195.6 949.4 326.1 236.6
Insurance benefits paid or
provided...................... 144.1 135.7 142.9 142.1 144.0 41.8 36.6
-------- -------- -------- -------- -------- -------- --------
3,415.3 4,263.0 4,916.3 5,724.1 5,596.3 1,520.7 1,436.7
-------- -------- -------- -------- -------- -------- --------
Earnings Before Provision for
Income Taxes.................... 972.6 1,121.4 1,305.1 1,427.0 1,503.0 366.9 375.5
Provision for Income Taxes........ 369.1 413.3 482.0 524.5 551.0 131.4 138.8
-------- -------- -------- -------- -------- -------- --------
Net Earnings...................... $ 603.5 $ 708.1 $ 823.1 $ 902.5 $ 952.0 $ 235.5 $ 236.7
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges(a)...................... 1.64 1.56 1.59 1.56 1.53 1.53 1.53
---- ---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ---- ----
</TABLE>
- ---------------
(a) For purposes of computing the Ratio of Earnings to Fixed Charges, "earnings"
represent earnings before provision for income taxes, plus fixed charges.
"Fixed charges" represent interest expense and a portion of rentals
representative of an implicit interest factor for such rentals.
S-2
<PAGE> 3
SUMMARY FINANCIAL INFORMATION -- (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31 MARCH 31
1998 1999
----------- -----------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents................................. $ 2,619.7 $ 564.8
Investments in Debt and Equity Securities................. 1,865.9 1,901.7
Finance Receivables, net of unearned finance income....... 46,038.5 49,839.1
--------- ---------
Allowance for Losses on Finance Receivables............... (1,378.9) (1,558.9)
Insurance Policy and Claims Reserves...................... (763.8) (752.4)
Other Assets.............................................. 8,195.9 6,274.4
--------- ---------
Total Assets...................................... $56,577.3 $56,268.7
========= =========
Liabilities and Stockholders' Equity:
Notes Payable, unsecured short-term
Commercial paper....................................... $15,357.2 $13,499.4
Bank loans............................................. 1,070.7 50.0
Long-Term Debt, unsecured due within one year
Senior................................................. 6,547.9 7,040.4
Subordinated........................................... -- --
Capital................................................ 0.1 0.1
Accounts Payable and Accruals............................. 1,187.7 1,369.5
Long-Term Debt, unsecured
Senior................................................. 25,232.3 25,016.3
Subordinated........................................... 425.0 425.0
Capital................................................ 0.2 0.2
--------- ---------
Total Long-Term Debt.............................. 25,657.5 25,441.5
Stockholders' Equity...................................... 6,756.2 8,867.8
--------- ---------
Total Liabilities and Stockholders' Equity........ $56,577.3 $56,268.7
========= =========
</TABLE>
S-3
<PAGE> 4
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 the 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 section called "Description of 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 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 $1,500,000,000;
- will mature and become due and payable, at 100% of their principal amount
together with any accrued and unpaid interest, on June 29, 2000; and
- will not be redeemable by the Company prior to maturity.
INTEREST
Interest on the Notes will be payable on the twenty-ninth day of each month
(each, an "Interest Payment Date"), commencing on July 29, 1999, except that if
any such Interest Payment Date falls on a day that is not a Business Day (as
defined below), such Interest Payment Date will be postponed to the next day
that is a Business Day unless it would thereby fall into the next calendar
month, in which event such Interest Payment Date shall be brought forward to the
immediately preceding Business Day. The rate of interest for each Interest
Period (as defined below) is the One-Month LIBOR Rate minus 0.071%. Such rate of
interest shall be determined for each Interest Period on the second London
Banking Day (as defined in the ISDA Definitions, which is defined below)
preceding the relevant Reset Date (as defined below). The "One-Month LIBOR Rate"
for an Interest Period means a rate equal to the Floating Rate (as defined in
the ISDA Definitions) that would be determined by the LIBOR Calculation Agent
(as defined below) under an interest rate swap transaction if the LIBOR
Calculation Agent were acting as Calculation Agent (as defined in the ISDA
Definitions) for that swap transaction under the terms of an agreement
incorporating the ISDA Definitions and under which:
(i) the Floating Rate Option (as defined in the ISDA Definitions) is
USD-LIBOR-BBA;
(ii) the Designated Maturity (as defined in the ISDA Definitions) is
one month; and
(iii) the Reset Date (as defined in the ISDA Definitions) is the first
day of that Interest Period.
Interest on the Notes will be paid to the persons in whose names the Notes
are registered at the close of business on the Business Day immediately
preceding any Interest Payment Date; provided,
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<PAGE> 5
however, that interest payable at maturity will be payable to the persons to
whom the principal of such Notes shall be payable.
Interest payments for the Notes shall be the amount of interest accrued
from the date of issue or from the last date to which interest has been paid to,
but excluding, the Interest Payment Date or maturity, as the case may be.
Interest is computed by dividing the actual number of days in the Interest
Period by 360.
"Business Day" means any day that is not a Saturday or Sunday, and that, in
The City of New York, is not a day on which banking institutions are generally
authorized or obligated by law to close.
"Interest Period" means (i) the period from and including June 29, 1999, to
but excluding the first Interest Payment Date, and (ii) each successive period
from and including an Interest Payment Date, to but excluding the next Interest
Payment Date or at maturity, as the case may be.
"ISDA Definitions" means the 1991 ISDA Definitions, as amended and updated
as of the date hereof, published by the International Swaps and Derivatives
Association, Inc.
"USD-LIBOR-BBA" means that the rate for a Reset Date will be the rate for
deposits in U.S. Dollars for a period of the Designated Maturity which appears
on the Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two
London Banking Days preceding that Reset Date. If such rate does not appear on
the Telerate Page 3750, the rate for that Reset Date will be determined as if
the parties had specified "USD-LIBOR-Reference Banks" as the applicable Floating
Rate Option. "USD-LIBOR-Reference Banks" means that the rate for a Reset Date
will be determined on the basis of the rates at which deposits in U.S. Dollars
are offered by the Reference Banks (as defined in the ISDA Definitions) at
approximately 11:00 a.m., London time, on the day that is two London Banking
Days preceding that Reset Date to prime banks in the London interbank market for
a period of the Designated Maturity commencing on that Reset Date and in a
Representative Amount (as defined in the ISDA Definitions). The LIBOR
Calculation Agent will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that Reset Date will be the arithmetic
mean of the quotations. If fewer than two quotations are provided as requested,
the rate for that Reset Date will be the arithmetic mean of the rates quoted by
major banks in New York City, selected by the LIBOR Calculation Agent, at
approximately 11:00 a.m., New York City time, on that Reset Date for loans in
U.S. Dollars to leading European banks for a period of the Designated Maturity
commencing on that Reset Date and in a Representative Amount.
Pursuant to the Notes, Chase shall be the initial "LIBOR Calculation Agent"
with respect to the Notes. The LIBOR Calculation Agent will notify the Company
and the Trustee of each determination of the interest rate applicable to the
Notes promptly after such determination is made. The Trustee will, upon the
request of the holder of any Note, provide the interest rate then in effect and,
if different, the interest rate which will become effective as a result of the
determination made with respect to the most recent Reset Date with respect to
such Note. The Trustee will not be responsible for determining the interest rate
applicable to any Note.
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 organiza-
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<PAGE> 6
tion" 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, 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 Trustee, disbursement of such payments to
S-6
<PAGE> 7
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's management is aware that some computer applications,
systems, and the like for processing data ("Systems") that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000, may
encounter "Year 2000 problems." The Depositary has informed Participants and
other members of the financial community that it has developed and is
implementing a program so that its Systems, as the same relate to the timely
payment of distributions (including principal and income payments) to
securityholders, book-entry deliveries, and settlement of trades within DTC
("DTC Services"), continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, the Depositary's plan includes a testing phase, which is expected
to be completed within appropriate time frames. However, the Depositary's
ability to properly perform its services is also dependent upon other parties,
including but not limited to issuers and their agents, as well as third party
vendors from whom the Depositary licenses software and hardware, and third party
vendors on whom the Depositary relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others.
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.
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<PAGE> 8
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.
UNDERWRITING
The Company and Goldman, Sachs & Co. ("Goldman Sachs") have entered into an
underwriting agreement dated June 24, 1999 (the "Underwriting Agreement"), with
respect to the Notes. Subject to certain conditions, Goldman Sachs has agreed to
purchase all of the Notes.
Goldman Sachs has advised the Company that it proposes to offer the Notes
from time to time for sale in one or more negotiated transactions, or otherwise,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Goldman Sachs may effect such
transactions by selling the Notes to or through dealers, and such dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from Goldman Sachs and/or the purchasers of the Notes for whom they
may act as agent. Goldman Sachs and any dealers that participate with Goldman
Sachs in the distribution of the Notes may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of the
Notes by them may be deemed to be underwriting discounts or commissions, under
the Securities Act of 1933, as amended. Goldman Sachs may change the offering
price and other selling terms.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by Goldman Sachs that it intends to make a market
in the Notes but is not obligated to do so and may discontinue market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for the Notes.
The Company has agreed to indemnify Goldman Sachs against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of its business, Goldman Sachs has engaged, and may
in the future engage, in investment banking transactions with the Company and
its affiliates. In addition, a limited partner of The Goldman Sachs Group, L.P.,
an affiliate of Goldman Sachs, is one of the directors of Associates First
Capital Corporation, the parent of the Company.
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- ------------------------------------------------------
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- ------------------------------------------------------
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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 securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Summary Financial Information........... S-2
Description of the Notes................ S-4
Underwriting............................ S-8
PROSPECTUS
Available Information................... 2
Documents Incorporated by Reference..... 2
The Company............................. 3
Application of Proceeds................. 3
Description of Debt Securities.......... 4
Description of Warrants................. 8
Plan of Distribution.................... 9
Legal Opinions.......................... 10
Experts................................. 10
</TABLE>
$1,500,000,000
[ASSOCIATES CORP. OF NORTH AMERICA LOGO]
Floating Rate Senior Notes
due June 29, 2000
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
GOLDMAN, SACHS & CO.
- ------------------------------------------------------
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- ------------------------------------------------------
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