<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------------------
<TABLE>
<S> <C> <C>
ASSOCIATES FIRST ASSOCIATES CORPORATION OF NORTH
CITICORP CAPITAL CORPORATION AMERICA
(Exact name of registrant (Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter) as specified in its charter)
DELAWARE DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization)
13-2614988 06-0876639 74-1494554
(I.R.S. Employer Identification (I.R.S. Employer Identification (I.R.S. Employer Identification
No.) No.) No.)
399 PARK AVENUE 250 EAST CARPENTER FREEWAY 250 EAST CARPENTER FREEWAY
NEW YORK, NEW YORK 10043 IRVING, TEXAS 75062-2729 IRVING, TEXAS 75062-2729
(212) 559-1000 (972) 652-4000 (972) 652-4000
(Address, including zip code, and (Address, including zip code, and (Address, including zip code, and
telephone number, including area telephone number, including area telephone number, including area
code, of registrant's principal code, of registrant's principal code, of registrant's principal
executive offices executive offices) executive offices)
-------------------------------------------------------------------------------------------------------------
STEPHANIE B. MUDICK, ESQ. CHESTER D. LONGENECKER, ESQ. CHESTER D. LONGENECKER, ESQ.
Citigroup Inc. Associates First Associates First
Deputy General Counsel Capital Corporation Capital Corporation
399 Park Avenue Executive Vice President & Executive Vice President &
New York, New York 10043 General Counsel General Counsel
(212) 559-1000 250 East Carpenter Freeway 250 East Carpenter Freeway
Irving, Texas 75062-2729 Irving, Texas 75062-2729
(972) 652-4000 (972) 652-4000
(Name, address, including zip code, (Name, address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including and telephone number, including
area code, of agent for service) area code, of agent for service) area code, of agent for service)
</TABLE>
------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement as determined by
market conditions.
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, please 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. [ ]
------------------------------------
CALCULATION OF REGISTRATION FEE
The debt securities covered by this registration statement have previously
been registered under the Securities Act. Registration fees have been paid with
respect to all such securities in accordance with Rule 457(o) and Section 6(b)
of the Securities Act and no additional fee is payable in connection with the
outstanding debt securities. No separate fee is payable with respect to the
guarantees covered by this registration statement in accordance with Rule 457(n)
and Section 6(b) of the Securities Act.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 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
SUBJECT TO COMPLETION DATED NOVEMBER 20, 2000
PROSPECTUS
CITICORP
ASSOCIATES FIRST CAPITAL CORPORATION
ASSOCIATES CORPORATION OF NORTH AMERICA
Associates First Capital Corporation
5.75% Medium Term Notes due January 23, 2006
7 3/8% Senior Notes due August 15, 2001
7.00% Senior Notes due December 8, 2008
Associates Corporation of North America
6.00% Senior Notes due April 15, 2003
6.20% Senior Notes due May 16, 2005
5 7/8% Senior Notes due May 16, 2001
5 7/8% Senior Notes due July 15, 2002
6.00% Senior Notes due July 15, 2005
6.25% Senior Notes due November 1, 2008
5.80% Senior Notes due April 20, 2004
6.45% Senior Notes due October 15, 2001
6.50% Senior Notes due October 15, 2002
5.60% Senior Notes due January 15, 2001
5.85% Senior Notes due January 15, 2001
6.10% Senior Notes due January 15, 2005
6 3/4% Senior Notes due July 15, 2001
6 3/4% Senior Notes due August 1, 2001
6 7/8% Senior Notes due August 1, 2003
6 7/8% Senior Notes due November 15, 2008
6 7/8% Subordinated Notes due November 15, 2008
7 3/4% Senior Notes due February 15, 2005
7 1/2% Senior Notes due April 15, 2002
6 5/8% Senior Notes due June 15, 2005
6 3/8% Senior Notes due October 15, 2002
6 3/8% Senior Notes due November 15, 2005
6.375% Senior Notes due July 15, 2002
5 3/4% Senior Notes due October 15, 2003
7 7/8% Senior Notes due September 30, 2001
7.95% Senior Debentures due February 15, 2010, Series A
7.95% Senior Debentures due February 15, 2010, Series B
8.15% Subordinated Debentures due August 1, 2009
8.55% Senior Debentures due July 15, 2009
continued on next page
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL AND INTEREST BY CITICORP TO THE EXTENT SET FORTH HEREIN
------------------------------------
The outstanding securities of each of Associates First Capital Corporation
and Associates Corporation of North America listed above and the guarantees of
the outstanding securities by Citicorp offered by this prospectus have been
registered under the Securities Act of 1933.
Citicorp has guaranteed the repayment of the principal amounts of the
outstanding securities and all payments of interest for each of the outstanding
securities to the extent set forth herein.
------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------------------
These securities are not deposits or savings accounts but are unsecured
obligations of Citicorp, Associates First Capital Corporation and Associates
Corporation of North America. These securities are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency or
instrumentality.
One or more broker-dealer affiliates of Citicorp, Associates First Capital
Corporation and Associates Corporation of North America, including Salomon Smith
Barney Inc., expect to offer and sell the outstanding securities as part of
their business, and may act as a principal or agent in such transactions. These
broker-dealer affiliates may use this prospectus in connection with these
activities.
------------------------------------
SALOMON SMITH BARNEY
November [ ], 2000
<PAGE> 3
Associates Corporation of North America (continued)
5.93% Medium Term Notes, Series F, due December 1, 2000
6.44% Medium Term Notes, Series F, due April 4, 2003
6.63% Medium Term Notes, Series F, due May 7, 2003
6.67% Medium Term Notes, Series F, due May 26, 2003
6.53% Medium Term Notes, Series F, due May 27, 2002
6.49% Medium Term Notes, Series F, due June 27, 2003
6.42% Medium Term Notes, Series F, due July 2, 2003
6.39% Medium Term Notes, Series F, due July 14, 2003
6.30% Medium Term Notes, Series F, due May 1, 2003
6.37% Medium Term Notes, Series F, due July 27, 2005
6.39% Medium Term Notes, Series F, due July 28, 2003
6.43% Medium Term Notes, Series F, due July 29, 2003
6.52% Medium Term Notes, Series F, due July 30, 2003
6.33% Medium Term Notes, Series F, due August 18, 2003
6.29% Medium Term Notes, Series F, due August 19, 2003
6.30% Medium Term Notes, Series F, due August 24, 2005
6.25% Medium Term Notes, Series F, due August 25, 2003
6.22% Medium Term Notes, Series F, due August 26, 2003
6.08% Medium Term Notes, Series F, due September 2, 2003
5.78% Medium Term Notes, Series F, due September 15, 2003
5.86% Medium Term Notes, Series F, due September 17, 2003
6.08% Medium Term Notes, Series F, due September 29, 2003
6.08% Medium Term Notes, Series F, due September 29, 2003
5.99% Medium Term Notes, Series H due December 15, 2000
6.05% Medium Term Notes, Series H due December 15, 2000
5.98% Medium Term Notes, Series H due December 19, 2000
5.76% Medium Term Notes, Series H due January 8, 2001
5.79% Medium Term Notes, Series H due January 19, 2001
5.76% Medium Term Notes, Series H due January 22, 2001
5.73% Medium Term Notes, Series H due January 22, 2001
6.00% Medium Term Notes, Series H due March 8, 2001
6.24% Medium Term Notes, Series H due March 15, 2001
6.41% Medium Term Notes, Series H due April 9, 2001
6.652% Medium Term Notes, Series H due April 18, 2001
6.78% Medium Term Notes, Series H due April 23, 2001
6.73% Medium Term Notes, Series H due April 24, 2001
6.80% Medium Term Notes, Series H due May 3, 2001
6.78% Medium Term Notes, Series H due July 31, 2001
6.81% Medium Term Notes, Series H due August 3, 2001
7.40% Medium Term Notes, Series H due May 3, 2002
7.45% Medium Term Notes, Series H due May 9, 2002
7.00% Medium Term Notes, Series H due May 15, 2002
6.96% Medium Term Notes, Series H due May 23, 2002
6.62% Medium Term Notes, Series H due June 19, 2002
6.58% Medium Term Notes, Series H due June 28, 2002
6.63% Medium Term Notes, Series H due July 10, 2002
6.68% Medium Term Notes, Series H due July 11, 2002
6.93% Medium Term Notes, Series H due July 25, 2002
6.94% Medium Term Notes, Series H due July 25, 2002
6.90% Medium Term Notes, Series H due July 29, 2002
6.95% Medium Term Notes, Series H due August 1, 2002
6.93% Medium Term Notes, Series H due August 1, 2002
6.86% Medium Term Notes, Series H due August 2, 2002
6.87% Medium Term Notes, Series H due August 12, 2002
7.05% Medium Term Notes, Series H due August 19, 2002
6.71% Medium Term Notes, Series H due September 27, 2002
6.67% Medium Term Notes, Series H due September 30, 2002
6.73% Medium Term Notes, Series H due September 30, 2002
6.57% Medium Term Notes, Series H due October 4, 2002
6.59% Medium Term Notes, Series H due October 7, 2002
6.52% Medium Term Notes, Series H due October 11, 2002
6.50% Medium Term Notes, Series H due October 15, 2002
6.53% Medium Term Notes, Series H due October 16, 2002
6.43% Medium Term Notes, Series H due October 18, 2002
6.40% Medium Term Notes, Series H due October 20, 2002
6.19% Medium Term Notes, Series H due December 19, 2002
6.00% Medium Term Notes, Series H due January 9, 2003
6.15% Medium Term Notes, Series H due January 13, 2003
6.21% Medium Term Notes, Series H due January 17, 2003
6.01% Medium Term Notes, Series H due February 7, 2003
6.00% Medium Term Notes, Series H due February 10, 2003
5.97% Medium Term Notes, Series H due February 17, 2003
5.89% Medium Term Notes, Series H due February 20, 2003
6.35% Medium Term Notes, Series H due February 28, 2003
6.25% Medium Term Notes, Series H due March 7, 2003
6.38% Medium Term Notes, Series H due March 11, 2003
6.42% Medium Term Notes, Series H due March 12, 2003
6.78% Medium Term Notes, Series H due March 18, 2003
6.73% Medium Term Notes, Series H due March 27, 2003
6.69% Medium Term Notes, Series H due April 1, 2003
6.82% Medium Term Notes, Series H due April 2, 2003
6.77% Medium Term Notes, Series H due April 10, 2003
7.09% Medium Term Notes, Series H due April 11, 2003
7.08% Medium Term Notes, Series H due April 15, 2003
7.00% Medium Term Notes, Series H due April 23, 2003
7.00% Medium Term Notes, Series H due May 5, 2003
7.00% Medium Term Notes, Series H due May 16, 2003
7.18% Medium Term Notes, Series H due June 4, 2003
6.50% Medium Term Notes, Series H due October 27, 2003
7.70% Medium Term Notes, Series H due April 11, 2005
7.625% Medium Term Notes, Series H due April 27, 2005
7.18% Medium Term Notes, Series H due May 25, 2005
6.70% Medium Term Notes, Series H due September 1, 2005
6.65% Medium Term Notes, Series H due October 13, 2005
6.71% Medium Term Notes, Series H due October 17, 2005
6.54% Medium Term Notes, Series H due October 24, 2005
6.57% Medium Term Notes, Series H due October 24, 2005
6.58% Medium Term Notes, Series H due October 24, 2005
6.56% Medium Term Notes, Series H due November 14, 2005
7.38% Medium Term Notes, Series H due December 15, 2005
6.30% Medium Term Notes, Series H due January 10, 2006
6.20% Medium Term Notes, Series H due February 6, 2006
6.26% Medium Term Notes, Series H due February 15, 2006
6.55% Medium Term Notes, Series H due February 28, 2006
6.52% Medium Term Notes, Series H due March 6, 2006
7.19% Medium Term Notes, Series H due April 12, 2006
7.28% Medium Term Notes, Series H due May 8, 2006
7.25% Medium Term Notes, Series H due May 8, 2006
7.50% Medium Term Notes, Series H due May 10, 2006
7.44% Medium Term Notes, Series H due May 12, 2006
7.38% Medium Term Notes, Series H due May 15, 2006
7.40% Medium Term Notes, Series H due May 15, 2006
7.35% Medium Term Notes, Series H due May 15, 2006
7.24% Medium Term Notes, Series H due May 17, 2006
7.23% Medium Term Notes, Series H due May 17, 2006
7.25% Medium Term Notes, Series H due May 22, 2006
7.23% Medium Term Notes, Series H due May 22, 2006
6.20% Medium Term Notes, Series H due January 29, 2007
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Citicorp.................................................... 1
Associates First Capital Corporation........................ 1
Associates Corporation of North America..................... 2
[The Merger]................................................ 2
Citicorp's Ratio of Income to Fixed Charges................. 3
Associates First Capital Corporation's Ratio of Earnings to
Fixed Charges............................................. 3
Associates Corporation of North America's Ratio of Earnings
to Fixed Charges.......................................... 3
Description of the Guarantees............................... 3
Description of the Outstanding Securities................... 4
Use of Proceeds............................................. 22
Market-Making Activities.................................... 22
ERISA Matters............................................... 23
Experts..................................................... 23
Legal Matters............................................... 23
Where You Can Find More Information......................... 24
</TABLE>
i
<PAGE> 5
CITICORP
Citicorp, a diversified financial services company, conducts its activities
through Global Consumer, Global Corporate Bank, Global Investment Management and
Private Banking, and Investment Activities. Its staff of 115,200 (including
60,700 outside the U.S.) serves individuals, businesses, governments, and
financial institutions in more than 100 countries and territories. Citicorp, a
U.S. bank holding company, is the sole shareholder of Citibank, N.A., its major
subsidiary.
Global Consumer delivers a wide array of banking, lending, and investment
services, including the issuance of credit and charge cards, in 52 countries and
territories. Global Corporate Bank serves corporations, financial institutions,
governments, and other participants in 100 countries and territories. The Global
Investment Management and Private Banking group is comprised of Citibank Global
Asset Management and the Citibank Private Bank. Citibank Global Asset Management
offers a broad range of asset management products and services from global
investment centers around the world, including mutual funds, closed-end funds,
and managed accounts to institutional, high net worth, and retail clients. The
Citibank Private Bank provides personalized wealth management services for high
net worth clients through 100 offices in 31 countries and territories,
generating fee and interest income from investment funds management and customer
trading activity, trust and fiduciary services, custody services, and banking
and lending activities. The Investment Activities segment consists primarily of
Citicorp's venture capital activities, the realized investment gains and losses
related to certain corporate investments and the results of certain investments
in countries that refinanced debt under the 1989 Brady Plan or plans of a
similar nature.
Citigroup Inc., Citicorp's parent, is a diversified holding company whose
businesses provide a broad range of financial services to consumer and corporate
customers in more than 100 countries and territories. Citigroup's activities are
conducted through Global Consumer, Global Corporate and Investment Bank, Global
Investment Management and Private Banking, and Investment Activities.
Citicorp is regulated under the Bank Holding Company Act of 1956 and is
subject to examination by the Board of Governors of the Federal Reserve System.
Citibank is a member of the Federal Reserve System and is subject to regulation
and examination by the Office of the Comptroller of the Currency.
The principal offices of Citicorp are located at 399 Park Avenue, New York,
New York 10043; telephone number 212-559-1000.
ASSOCIATES FIRST CAPITAL CORPORATION
Associates First Capital Corporation ("Associates"), a Delaware
corporation, is a leading, diversified financial services organization providing
finance, leasing, insurance and related services to individual consumers and
businesses in the United States and internationally. As successor to Associates
Investment Company, founded in 1918, Associates had 2,771 offices worldwide and
employed approximately 32,500 persons at December 31, 1999. Its corporate
headquarters are located at 250 East Carpenter Freeway, Irving, Texas 75062;
telephone number 972-652-4000.
For the year ended December 31, 1999, Associates had total managed revenues
of $13.3 billion and net earnings of $1.5 billion. At December 31, 1999, managed
finance receivables were $84.4 billion, total managed assets were $95.1 billion
and stockholders' equity was $9.8 billion.
Associates' finance receivables are geographically dispersed. At December
31, 1999, approximately 81% of total managed receivables were dispersed across
the United States with 9% in California, 7% in Texas and 6% in Florida; no more
than 4% in any other state. The remaining 19% of total managed receivables were
dispersed across 13 foreign countries, with 9% in Japan and no more than 5% in
any other foreign country.
As noted below, as of , 2000, Associates became a
wholly-owned subsidiary of Citicorp.
1
<PAGE> 6
ASSOCIATES CORPORATION OF NORTH AMERICA
Associates Corporation of North America ("ACONA"), a Delaware corporation,
is a wholly-owned subsidiary and the principal operating unit of Associates.
ACONA is a leading diversified financial services organization providing
finance, leasing, insurance and related services to consumers and businesses in
the United States and internationally. ACONA had approximately 2,700 branch
offices and approximately 31,000 employees at December 31, 1999. ACONA's
corporate headquarters are located at 250 East Carpenter Freeway, Irving, Texas
75062; telephone number 972-652-4000.
On December 31, 1999, Associates contributed its wholly-owned subsidiary,
Associates World Capital Corporation, to ACONA. Associates World Capital
Corporation, through its principal operating subsidiary Associates First Capital
B.V., issues unsecured debt and commercial paper which is used to fund certain
international consumer and commercial finance operations.
On August 30, 2000, Associates contributed several of its wholly-owned
subsidiaries to ACONA. The subsidiaries include ACONA B.V., AIC Associates
Canada Holdings, Inc., Associates Capital Corporation of Canada, Associates
Credit Card Services, Inc., Associates International Holdings Corporation, Avco
Financial Services Limited, The Northland Company and several other less
significant subsidiaries, collectively referred to hereafter as "Contributed
Entities". The Contributed Entities are a group of diversified financial
services companies providing finance, leasing, insurance and related services to
individual consumers and businesses in the United States and international
markets, primarily Japan, Canada and the United Kingdom. The contribution as
described herein returned ACONA to its former legal structure while solidifying
Associates' global funding presence under ACONA. The revenues, pre-tax earnings
and stockholders' equity of the Contributed Entities were approximately $4.7
billion, $1.1 billion and $3.9 billion, respectively, as of and for the year
ended December 31, 1999. The consolidated financial statements of ACONA were
restated retroactively to reflect the results of these contributions in a manner
similar to a pooling-of-interests in accordance with generally accepted
accounting principles. Upon consummation of these contributions, the restated
financial statements became the historical consolidated financial statements of
ACONA, and such related financial statements modified and superceded the
consolidated financial statements and related financial information and other
disclosures of ACONA contained in its Form 10-K for the year ended December 31,
1999 and its Form 10-Q for the six months ended June 30, 2000. The contribution
of the Contributed Entities to ACONA increased revenues by $4.3 billion, $2.0
billion and $1.0 billion for the year ended December 31, 1999, 1998 and 1997,
respectively, and increased net earnings by $742.2 million, $337.1 million and
$213.3 million in 1999, 1998 and 1997, respectively.
For the year ended December 31, 1999, ACONA had total managed revenues of
$12.7 billion and net earnings of $1.8 billion. At December 31, 1999, managed
finance receivables were $77.1 billion, total managed assets were $86.8 billion
and stockholder's equity was $13.4 billion.
ACONA's finance receivables are geographically dispersed. At December 31,
1999, approximately 80% of total managed receivables were dispersed across the
United States with 9% in California, 7% in Texas and 6% in Florida; no other
individual state had more than 4%. The remaining 20% of total managed
receivables were dispersed across 12 foreign countries, with 10% in Japan, 5% in
Canada, and no more than 4% in any other foreign country.
As noted below, as of , 2000, ACONA became a wholly-owned
subsidiary of Citicorp.
[THE MERGER]
[On , 2000, a wholly-owned subsidiary of Citigroup was merged
with and into Associates. Following consummation of the merger, Associates and
ACONA became wholly-owned subsidiaries of Citicorp. Citicorp has issued a full
and unconditional guarantee of the outstanding debt securities of Associates and
ACONA, including the securities described in this prospectus. Subsequent to the
merger, it is expected that Associates and ACONA will no longer file periodic
reports under the Securities Exchange Act of 1934.]
2
<PAGE> 7
CITICORP'S RATIO OF INCOME TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, --------------------------------
2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of income to fixed charges excluding
interest on deposits............................ 3.59 3.01 2.13 2.45 2.57 2.26
Ratio of income to fixed charges including
interest on deposits............................ 1.68 1.56 1.31 1.44 1.49 1.44
</TABLE>
ASSOCIATES FIRST CAPITAL CORPORATION'S RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, --------------------------------
2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................ 1.58 1.60 1.60 1.59 1.57 1.55
</TABLE>
ASSOCIATES CORPORATION OF NORTH AMERICA'S
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, --------------------------------
2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................ 1.78 1.85 1.67 1.65 1.65 1.62
</TABLE>
DESCRIPTION OF THE GUARANTEES
Citicorp has guaranteed the payment of the outstanding principal of and
interest on the outstanding securities until the earliest to occur of:
- the date that is five business days after the maturity date of all the
outstanding securities, either upon their stated maturities, redemption
or otherwise;
- the date on which Associates or ACONA, as the case may be, ceases to be
a wholly-owned subsidiary of Citicorp; and
- the date on which Citicorp ceases to be a reporting company under the
Securities Exchange Act of 1934.
Each guarantee is included as part of the indenture under which the related
debt securities were issued. Holders of any of the outstanding securities may
inspect a copy of such indenture at the trustee's offices for such indenture
during normal business hours and copies of such indenture may be obtained from
Citicorp, Associates or ACONA, as the case may be, or the trustee.
Each guarantee covering senior debt securities is an unsecured obligation
of Citicorp and ranks on an equal basis with all of Citicorp's other unsecured
and unsubordinated indebtedness (including any other unsecured and
unsubordinated guarantees given by Citicorp). Each guarantee covering
subordinated debt securities is an unsecured obligation of Citicorp and ranks on
an equal basis with all of Citicorp's other unsecured and subordinated
indebtedness (including any other unsecured and subordinated guarantees given by
Citicorp). Holders of the outstanding securities may proceed directly against
Citicorp in the event of a default under the outstanding securities without
first proceeding against Associates or ACONA, as the case may be.
Because Citicorp is a holding company, its rights and the rights of its
creditors, including the holders of the outstanding securities, to participate
in the assets of any subsidiary upon the subsidiary's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that Citicorp may itself be a creditor with
recognized claims against the subsidiary.
3
<PAGE> 8
DESCRIPTION OF THE OUTSTANDING SECURITIES
The outstanding debt securities of Associates and ACONA covered by this
prospectus were issued under the following indentures:
- Indenture regarding senior debt securities between Associates First
Capital Corporation and The Chase Manhattan Bank, dated as of September
1, 1998.
- Indenture regarding senior securities between Associates Corporation of
North America and The Chase Manhattan Bank (successor to The Chase
Manhattan Bank (National Association)), dated as of November 1, 1995.
- Indenture regarding subordinated securities between Associates
Corporation of North America and The Chase Manhattan Bank (successor to
The Chase Manhattan Bank (National Association)), dated as of November
1, 1995.
- Indenture regarding debt securities between Associates Corporation of
North America and Citibank, N.A., dated as of October 15, 1994.
- Indenture regarding debt securities between Associates Corporation of
North America and The Bank of New York (as successor to Nationsbank of
Texas, N.A.), dated as of October 15, 1994.
- Indenture regarding senior securities between Associates Corporation of
North America and Bank One Trust Company, National Association
(successor-in-interest to The First National Bank of Chicago), dated as
of October 15, 1992.
- Indenture regarding debt securities between Associates Corporation of
North America and Bankers Trust Company, dated as of December 1, 1985;
supplemental indenture dated as of June 15, 1989.
- Indenture regarding debt securities between Associates Corporation of
North America and The Chase Manhattan Bank (successor to Manufacturers
Hanover Trust Company), dated as of September 15, 1987.
- Indenture regarding senior debt securities between Associates First
Capital Corporation (successor to Avco Financial Services, Inc.) and
Bank One Trust Company, National Association (successor-in-interest to
The First National Bank of Chicago), dated as of September 15, 1992.
- Indenture regarding debt securities between Associates First Capital
Corporation (successor to Avco Financial Services, Inc.) and The Chase
Manhattan Bank (successor to Manufacturers Hanover Trust Company), dated
as of August 1, 1982.
Unless otherwise indicated, when we refer to the "trustee" in this
prospectus, we mean one or all of the banking institutions indicated above, in
their capacity as trustee under the related indentures. Unless otherwise
indicated, when we refer to the "obligor", we mean either Associates or ACONA,
as appropriate.
Each of the indentures has been filed with the SEC and is incorporated by
reference in the registration statement of which this prospectus forms a part.
4
<PAGE> 9
The following briefly summarizes certain provisions of the outstanding
securities and the indentures. You should read the more detailed provisions of
the applicable indenture, including the defined terms, for provisions that may
be important to you.
TERMS OF THE OUTSTANDING SECURITIES
INDENTURE REGARDING SENIOR DEBT SECURITIES BETWEEN ASSOCIATES FIRST CAPITAL
CORPORATION AND THE CHASE MANHATTAN BANK, DATED AS OF SEPTEMBER 1, 1998.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
7.00% Senior Notes due
December 8, 2008........ December 8, 2008 7.00% $ 50,000,000 May 15 January 31
November 15 July 31
</TABLE>
INDENTURE REGARDING SENIOR SECURITIES BETWEEN ASSOCIATES CORPORATION OF
NORTH AMERICA AND THE CHASE MANHATTAN BANK (SUCCESSOR TO THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION)), DATED AS OF NOVEMBER 1, 1995.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
6.00% Senior Notes due
April 15, 2003.......... April 15, 2003 6.00% $ 500,000,000 April 15 March 31
October 15 September 30
6.20% Senior Notes due May
16, 2005................ May 16, 2005 6.20% $ 200,000,000 May 16 May 1
November 16 November 1
5 7/8% Senior Notes due
May 16, 2001............ May 16, 2001 5.875% $ 300,000,000 May 16 May 1
November 16 November 1
5 7/8% Senior Notes due
July 15, 2002........... July 15, 2002 5.875% $ 300,000,000 January 15 June 30
July 15 December 31
6.00% Senior Notes due
July 15, 2005........... July 15, 2005 6.00% $ 500,000,000 January 15 June 30
July 15 December 31
6.25% Senior Notes due
November 1, 2008........ November 1, 2008 6.25% $1,500,000,000
5.80% Senior Notes due
April 20, 2004.......... April 20, 2004 5.80% $ 500,000,000 April 20 April 5
October 20 October 5
6.45% Senior Notes due
October 15, 2001........ October 15, 2001 6.45% $ 325,000,000 April 15 March 31
October 15 September 30
6.50% Senior Notes due
October 15, 2002........ October 15, 2002 6.50% $ 275,000,000 April 15 March 31
October 15 September 30
5.60% Senior Notes due
January 15, 2001........ January 15, 2001 5.60% $ 300,000,000 January 15 June 30
July 15 December 31
5.85% Senior Notes due
January 15, 2001........ January 15, 2001 5.85% $ 500,000,000 January 15 June 30
July 15 December 31
</TABLE>
5
<PAGE> 10
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
6.10% Senior Notes due
January 15, 2005........ January 15, 2005 6.10% $ 300,000,000 January 15 June 30
July 15 December 31
6 3/4% Senior Notes due
July 15, 2001........... July 15, 2001 6.75% $ 350,000,000 January 15 June 30
July 15 December 31
6 3/4% Senior Notes due
August 1, 2001.......... August 1, 2001 6.75% $ 200,000,000 February 1 January 15
August 1 July 15
6 7/8% Senior Notes due
August 1, 2003.......... August 1, 2003 6.875% $ 200,000,000 February 1 January 31
August 1 July 31
6 7/8% Senior Notes due
November 15, 2008....... November 15, 2008 6.875% $ 300,000,000 May 15 April 30
November 15 October 31
</TABLE>
INDENTURE REGARDING SUBORDINATED SECURITIES BETWEEN ASSOCIATES CORPORATION
OF NORTH AMERICA AND THE CHASE MANHATTAN BANK (SUCCESSOR TO THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION)), DATED AS OF NOVEMBER 1, 1995.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
6 7/8% Subordinated Notes
due November 15, 2008... November 15, 2008 6.875% $ 300,000,000 May 15 April 30
November 15 October 31
</TABLE>
INDENTURE REGARDING DEBT SECURITIES BETWEEN ASSOCIATES CORPORATION OF NORTH
AMERICA AND CITIBANK, N.A., DATED AS OF OCTOBER 15, 1994.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
7 3/4% Senior Notes due
February 15, 2005........ February 15, 2005 7.75% $298,000,000 February 15 January 31
August 15 July 31
7 1/2% Senior Notes due
April 15, 2002........... April 15, 2002 7.50% $300,000,000 April 15 March 31
October 15 September 30
6 5/8% Senior Notes due
June 15, 2005............ June 15, 2005 6.625% $300,000,000 June 15 May 31
December 15 November 30
6 3/8% Senior Notes due
October 15, 2002......... October 15, 2002 6.375% $300,000,000 April 15 March 31
October 15 September 30
6 3/8% Senior Notes due
November 15, 2005........ November 15, 2005 6.375% $200,000,000 May 15 April 30
November 15 October 31
5.99% Medium Term Notes,
Series H due December 15,
2000..................... December 15, 2000 5.99% $ 25,000,000 May 1 April 15
November 1 October 15
</TABLE>
6
<PAGE> 11
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.05% Medium Term Notes,
Series H due December 15,
2000..................... December 15, 2000 6.05% $ 5,000,000 May 1 April 15
November 1 October 15
5.98% Medium Term Notes,
Series H due December 19,
2000..................... December 19, 2000 5.98% $ 12,500,000 May 1 April 15
November 1 October 15
5.76% Medium Term Notes,
Series H due January 8,
2001..................... January 8, 2001 5.76% $ 10,000,000 May 1 April 15
November 1 October 15
5.79% Medium Term Notes,
Series H due January 19,
2001..................... January 19, 2001 5.79% $ 10,000,000 May 1 April 15
November 1 October 15
5.76% Medium Term Notes,
Series H due January 22,
2001..................... January 22, 2001 5.76% $ 3,000,000 May 1 April 15
November 1 October 15
5.73% Medium Term Notes,
Series H due January 22,
2001..................... January 22, 2001 5.73% $ 200,000 May 1 April 15
November 1 October 15
6.00% Medium Term Notes,
Series H due March 8,
2001..................... March 8, 2001 6.00% $ 3,000,000 May 1 April 15
November 1 October 15
6.24% Medium Term Notes,
Series H due March 15,
2001..................... March 15, 2001 6.24% $ 500,000 May 1 April 15
November 1 October 15
6.41% Medium Term Notes,
Series H due April 9,
2001..................... April 9, 2001 6.41% $ 2,000,000 May 1 April 15
November 1 October 15
6.652% Medium Term Notes,
Series H due April 18,
2001..................... April 18, 2001 6.652% $ 1,500,000 May 1 April 15
November 1 October 15
6.78% Medium Term Notes,
Series H due April 23,
2001..................... April 23, 2001 6.78% $ 11,000,000 May 1 April 15
November 1 October 15
6.73% Medium Term Notes,
Series H due April 24,
2001..................... April 24, 2001 6.73% $ 1,000,000 May 1 April 15
November 1 October 15
6.80% Medium Term Notes,
Series H due May 3,
2001..................... May 3, 2001 6.80% $ 10,000,000 May 1 April 15
November 1 October 15
</TABLE>
7
<PAGE> 12
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.78% Medium Term Notes,
Series H due July 31,
2001..................... July 31, 2001 6.78% $ 25,000,000 May 1 April 15
November 1 October 15
6.81% Medium Term Notes,
Series H due August 3,
2001..................... August 3, 2001 6.81% $ 15,000,000 May 1 April 15
November 1 October 15
7.40% Medium Term Notes,
Series H due May 3,
2002..................... May 3, 2002 7.40% $ 3,750,000 May 1 April 15
November 1 October 15
7.45% Medium Term Notes,
Series H due May 9,
2002..................... May 9, 2002 7.45% $ 3,050,000 May 1 April 15
November 1 October 15
7.00% Medium Term Notes,
Series H due May 15,
2002..................... May 15, 2002 7.00% $ 3,000,000 May 1 April 15
November 1 October 15
6.96% Medium Term Notes,
Series H due May 23,
2002..................... May 23, 2002 6.96% $ 750,000 May 1 April 15
November 1 October 15
6.62% Medium Term Notes,
Series H due June 19,
2002..................... June 19, 2002 6.62% $ 5,000,000 May 1 April 15
November 1 October 15
6.58% Medium Term Notes,
Series H due June 28,
2002..................... June 28, 2002 6.58% $ 6,000,000 May 1 April 15
November 1 October 15
6.63% Medium Term Notes,
Series H due July 10,
2002..................... July 10, 2002 6.63% $ 250,000 May 1 April 15
November 1 October 15
6.68% Medium Term Notes,
Series H due July 11,
2002..................... July 11, 2002 6.68% $ 4,000,000 May 1 April 15
November 1 October 15
6.93% Medium Term Notes,
Series H due July 25,
2002..................... July 25, 2002 6.93% $ 25,000,000 May 1 April 15
November 1 October 15
6.94% Medium Term Notes,
Series H due July 25,
2002..................... July 25, 2002 6.94% $ 10,000,000 May 1 April 15
November 1 October 15
6.90% Medium Term Notes,
Series H due July 29,
2002..................... July 29, 2002 6.90% $ 22,000,000 May 1 April 15
November 1 October 15
6.95% Medium Term Notes,
Series H due August 1,
2002..................... August 1, 2002 6.95% $ 10,000,000 May 1 April 15
November 1 October 15
</TABLE>
8
<PAGE> 13
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.93% Medium Term Notes,
Series H due August 1,
2002..................... August 1, 2002 6.93% $ 5,000,000 May 1 April 15
November 1 October 15
6.86% Medium Term Notes,
Series H due August 2,
2002..................... August 2, 2002 6.86% $ 500,000 May 1 April 15
November 1 October 15
6.87% Medium Term Notes,
Series H due August 12,
2002..................... August 12, 2002 6.87% $ 5,000,000 May 1 April 15
November 1 October 15
7.05% Medium Term Notes,
Series H due August 19,
2002..................... August 19, 2002 7.05% $ 1,000,000 May 1 April 15
November 1 October 15
6.71% Medium Term Notes,
Series H due September
27, 2002................. September 27, 2002 6.71% $ 21,000,000 May 1 April 15
November 1 October 15
6.67% Medium Term Notes,
Series H due September
30, 2002................. September 30, 2002 6.67% $ 1,500,000 May 1 April 15
November 1 October 15
6.73% Medium Term Notes,
Series H due September
30, 2002................. September 30, 2002 6.73% $ 10,000,000 May 1 April 15
November 1 October 15
6.57% Medium Term Notes,
Series H due October 4,
2002..................... October 4, 2002 6.57% $ 10,000,000 May 1 April 15
November 1 October 15
6.59% Medium Term Notes,
Series H due October 7,
2002..................... October 7, 2002 6.59% $ 20,000,000 May 1 April 15
November 1 October 15
6.52% Medium Term Notes,
Series H due October 11,
2002..................... October 11, 2002 6.52% $ 25,000,000 May 1 April 15
November 1 October 15
6.50% Medium Term Notes,
Series H due October 15,
2002..................... October 15, 2002 6.50% $ 20,000,000 May 1 April 15
November 1 October 15
6.53% Medium Term Notes,
Series H due October 16,
2002..................... October 16, 2002 6.53% $ 10,000,000 May 1 April 15
November 1 October 15
6.43% Medium Term Notes,
Series H due October 18,
2002..................... October 18, 2002 6.43% $ 500,000 May 1 April 15
November 1 October 15
</TABLE>
9
<PAGE> 14
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.40% Medium Term Notes,
Series H due October 20,
2002..................... October 20, 2002 6.40% $ 15,000,000 May 1 April 15
November 1 October 15
6.19% Medium Term Notes,
Series H due December 19,
2002..................... December 19, 2002 6.19% $ 8,500,000 May 1 April 15
November 1 October 15
6.00% Medium Term Notes,
Series H due January 9,
2003..................... January 9, 2003 6.00% $ 10,000,000 May 1 April 15
November 1 October 15
6.15% Medium Term Notes,
Series H due January 13,
2003..................... January 13, 2003 6.15% $ 10,000,000 May 1 April 15
November 1 October 15
6.21% Medium Term Notes,
Series H due January 17,
2003..................... January 17, 2003 6.21% $ 2,000,000 May 1 April 15
November 1 October 15
6.01% Medium Term Notes,
Series H due February 7,
2003..................... February 7, 2003 6.01% $ 20,000,000 May 1 April 15
November 1 October 15
6.00% Medium Term Notes,
Series H due February 10,
2003..................... February 10, 2003 6.00% $ 2,000,000 May 1 April 15
November 1 October 15
5.97% Medium Term Notes,
Series H due February 17,
2003..................... February 17, 2003 5.97% $ 20,000,000 May 1 April 15
November 1 October 15
5.89% Medium Term Notes,
Series H due February 20,
2003..................... February 20, 2003 5.89% $ 5,000,000 May 1 April 15
November 1 October 15
6.35% Medium Term Notes,
Series H due February 28,
2003..................... February 28, 2003 6.35% $ 10,000,000 May 1 April 15
November 1 October 15
6.25% Medium Term Notes,
Series H due March 7,
2003..................... March 7, 2003 6.25% $ 1,000,000 May 1 April 15
November 1 October 15
6.38% Medium Term Notes,
Series H due March 11,
2003..................... March 11, 2003 6.38% $ 1,000,000 May 1 April 15
November 1 October 15
6.42% Medium Term Notes,
Series H due March 12,
2003..................... March 12, 2003 6.42% $ 300,000 May 1 April 15
November 1 October 15
</TABLE>
10
<PAGE> 15
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.78% Medium Term Notes,
Series H due March 18,
2003..................... March 18, 2003 6.78% $ 15,000,000 May 1 April 15
November 1 October 15
6.73% Medium Term Notes,
Series H due March 27,
2003..................... March 27, 2003 6.73% $ 25,000,000 May 1 April 15
November 1 October 15
6.69% Medium Term Notes,
Series H due April 1,
2003..................... April 1, 2003 6.69% $ 25,000,000 May 1 April 15
November 1 October 15
6.82% Medium Term Notes,
Series H due April 2,
2003..................... April 2, 2003 6.82% $ 15,000,000 May 1 April 15
November 1 October 15
6.77% Medium Term Notes,
Series H due April 10,
2003..................... April 10, 2003 6.77% $ 17,000,000 May 1 April 15
November 1 October 15
7.09% Medium Term Notes,
Series H due April 11,
2003..................... April 11, 2003 7.09% $ 5,700,000 May 1 April 15
November 1 October 15
7.08% Medium Term Notes,
Series H due April 15,
2003..................... April 15, 2003 7.08% $ 5,000,000 May 1 April 15
November 1 October 15
7.00% Medium Term Notes,
Series H due April 23,
2003..................... April 23, 2003 7.00% $ 16,000,000 May 1 April 15
November 1 October 15
7.00% Medium Term Notes,
Series H due May 5,
2003..................... May 5, 2003 7.00% $ 1,000,000 May 1 April 15
November 1 October 15
7.00% Medium Term Notes,
Series H due May 16,
2003..................... May 16, 2003 7.00% $ 6,100,000 May 1 April 15
November 1 October 15
7.18% Medium Term Notes,
Series H due June 4,
2003..................... June 4, 2003 7.18% $ 5,000,000 May 1 April 15
November 1 October 15
6.50% Medium Term Notes,
Series H due October 27,
2003..................... October 27, 2003 6.50% $ 2,000,000 May 1 April 15
November 1 October 15
7.70% Medium Term Notes,
Series H due April 11,
2005..................... April 11, 2005 7.70% $ 850,000 May 1 April 15
November 1 October 15
7.625% Medium Term Notes,
Series H due April 27,
2005..................... April 27, 2005 7.625% $ 60,000,000 May 1 April 15
November 1 October 15
</TABLE>
11
<PAGE> 16
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
7.18% Medium Term Notes,
Series H due May 25,
2005..................... May 25, 2005 7.18% $ 3,000,000 May 1 April 15
November 1 October 15
6.70% Medium Term Notes,
Series H due September 1,
2005..................... September 1, 2005 6.70% $ 4,800,000 May 1 April 15
November 1 October 15
6.65% Medium Term Notes,
Series H due October 13,
2005..................... October 13, 2005 6.65% $ 2,700,000 May 1 April 15
November 1 October 15
6.71% Medium Term Notes,
Series H due October 17,
2005..................... October 17, 2005 6.71% $ 5,000,000 May 1 April 15
November 1 October 15
6.54% Medium Term Notes,
Series H due October 24,
2005..................... October 24, 2005 6.54% $ 3,000,000 May 1 April 15
November 1 October 15
6.57% Medium Term Notes,
Series H due October 24,
2005..................... October 24, 2005 6.57% $ 10,000,000 May 1 April 15
November 1 October 15
6.58% Medium Term Notes,
Series H due October 24,
2005..................... October 24, 2005 6.58% $ 5,000,000 May 1 April 15
November 1 October 15
6.56% Medium Term Notes,
Series H due November 14,
2005..................... November 14, 2005 6.56% $ 1,000,000 May 1 April 15
November 1 October 15
7.38% Medium Term Notes,
Series H due December 15,
2005..................... December 15, 2005 7.38% $ 14,930,000 May 1 April 15
November 1 October 15
6.30% Medium Term Notes,
Series H due January 10,
2006..................... January 10, 2006 6.30% $ 3,000,000 May 1 April 15
November 1 October 15
6.20% Medium Term Notes,
Series H due February 6,
2006..................... February 6, 2006 6.20% $ 10,000,000 May 1 April 15
November 1 October 15
6.26% Medium Term Notes,
Series H due February 15,
2006..................... February 15, 2006 6.26% $ 20,000,000 May 1 April 15
November 1 October 15
6.55% Medium Term Notes,
Series H due February 28,
2006..................... February 28, 2006 6.55% $ 25,000,000 May 1 April 15
November 1 October 15
</TABLE>
12
<PAGE> 17
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.52% Medium Term Notes,
Series H due March 6,
2006..................... March 6, 2006 6.52% $ 250,000 May 1 April 15
November 1 October 15
7.19% Medium Term Notes,
Series H due April 12,
2006..................... April 12, 2006 7.19% $ 1,000,000 May 1 April 15
November 1 October 15
7.28% Medium Term Notes,
Series H due May 8,
2006..................... May 8, 2006 7.28% $ 5,000,000 May 1 April 15
November 1 October 15
7.25% Medium Term Notes,
Series H due May 8,
2006..................... May 8, 2006 7.25% $ 27,000,000 May 1 April 15
November 1 October 15
7.50% Medium Term Notes,
Series H due May 10,
2006..................... May 10, 2006 7.50% $ 5,000,000 May 1 April 15
November 1 October 15
7.44% Medium Term Notes,
Series H due May 12,
2006..................... May 12, 2006 7.44% $ 10,000,000 May 1 April 15
November 1 October 15
7.38% Medium Term Notes,
Series H due May 15,
2006..................... May 15, 2006 7.38% $ 2,000,000 May 1 April 15
November 1 October 15
7.40% Medium Term Notes,
Series H due May 15,
2006..................... May 15, 2006 7.40% $ 5,000,000 May 1 April 15
November 1 October 15
7.35% Medium Term Notes,
Series H due May 15,
2006..................... May 15, 2006 7.35% $ 10,000,000 May 1 April 15
November 1 October 15
7.24% Medium Term Notes,
Series H due May 17,
2006..................... May 17, 2006 7.24% $ 10,000,000 May 1 April 15
November 1 October 15
7.23% Medium Term Notes,
Series H due May 17,
2006..................... May 17, 2006 7.23% $ 5,000,000 May 1 April 15
November 1 October 15
7.25% Medium Term Notes,
Series H due May 22,
2006..................... May 22, 2006 7.25% $ 5,000,000 May 1 April 15
November 1 October 15
7.23% Medium Term Notes,
Series H due May 22,
2006..................... May 22, 2006 7.23% $ 12,000,000 May 1 April 15
November 1 October 15
</TABLE>
13
<PAGE> 18
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.20% Medium Term Notes,
Series H due January 29,
2007..................... January 29, 2007 6.20% $ 500,000 May 1 April 15
November 1 October 15
</TABLE>
INDENTURE REGARDING DEBT SECURITIES BETWEEN ASSOCIATES CORPORATION OF NORTH
AMERICA AND THE BANK OF NEW YORK (AS SUCCESSOR TO NATIONSBANK OF TEXAS, N.A.),
DATED AS OF OCTOBER 15, 1994.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
6.375% Senior Notes due
July 15, 2002............ July 15, 2002 6.375% $300,000,000
</TABLE>
INDENTURE REGARDING SENIOR SECURITIES BETWEEN ASSOCIATES CORPORATION OF
NORTH AMERICA AND BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(SUCCESSOR-IN-INTEREST TO THE FIRST NATIONAL BANK OF CHICAGO), DATED AS OF
OCTOBER 15, 1992
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
5 3/4% Senior Notes due
October 15, 2003........ October 15, 2003 5.75% $ 300,000,000 April 15 March 31
October 15 September 30
7 7/8% Senior Notes due
September 30, 2001...... September 30, 2001 7.875% $ 300,000,000 March 31 March 15
September September 15
30
7.95% Senior Debentures
due February 15, 2010,
Series A................ February 15, 2010 7.95% $ 150,000,000 February 15 January 31
August 15 July 31
7.95% Senior Debentures
due February 15, 2010,
Series B................ February 15, 2010 7.95% $ 100,000,000 February 15 January 31
August 15 July 31
5.93% Medium Term Notes,
Series F, due
December 1, 2000........ December 1, 2000 5.93% $ 1,000,000 May 1 April 15
November 1 October 15
6.44% Medium Term Notes,
Series F, due
April 4, 2003........... April 4, 2003 6.44% $ 2,000,000 May 1 April 15
November 1 October 15
6.63% Medium Term Notes,
Series F, due
May 7, 2003............. May 7, 2003 6.63% $ 200,000 May 1 April 15
November 1 October 15
6.67% Medium Term Notes,
Series F, due
May 26, 2003............ May 26, 2003 6.67% $ 100,000 May 1 April 15
November 1 October 15
6.53% Medium Term Notes,
Series F, due
May 27, 2002............ May 27, 2002 6.53% $ 100,000 May 1 April 15
November 1 October 15
</TABLE>
14
<PAGE> 19
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
6.49% Medium Term Notes,
Series F, due
June 27, 2003........... June 27, 2003 6.49% $ 10,000,000 May 1 April 15
November 1 October 15
6.42% Medium Term Notes,
Series F, due
July 2, 2003............ July 2, 2003 6.42% $ 5,000,000 May 1 April 15
November 1 October 15
6.39% Medium Term Notes,
Series F, due
July 14, 2003........... July 14, 2003 6.39% $ 2,000,000 May 1 April 15
November 1 October 15
6.30% Medium Term Notes,
Series F, due
May 1, 2003............. May 1, 2003 6.30% $ 7,000,000 May 1 April 15
November 1 October 15
6.37% Medium Term Notes,
Series F, due
July 27, 2005........... July 27, 2005 6.37% $ 10,000,000 May 1 April 15
November 1 October 15
6.39% Medium Term Notes,
Series F, due
July 28, 2003........... July 28, 2003 6.39% $ 5,000,000 May 1 April 15
November 1 October 15
6.43% Medium Term Notes,
Series F, due
July 29, 2003........... July 29, 2003 6.43% $ 4,000,000 May 1 April 15
November 1 October 15
6.52% Medium Term Notes,
Series F, due
July 30, 2003........... July 30, 2003 6.52% $ 2,000,000 May 1 April 15
November 1 October 15
6.33% Medium Term Notes,
Series F, due
August 18, 2003......... August 18, 2003 6.33% $ 6,000,000 May 1 April 15
November 1 October 15
6.29% Medium Term Notes,
Series F, due
August 19, 2003......... August 19, 2003 6.29% $ 10,000,000 May 1 April 15
November 1 October 15
6.30% Medium Term Notes,
Series F, due
August 24, 2005......... August 24, 2005 6.30% $ 5,000,000 May 1 April 15
November 1 October 15
6.25% Medium Term Notes,
Series F, due
August 25, 2003......... August 25, 2003 6.25% $ 500,000 May 1 April 15
November 1 October 15
6.22% Medium Term Notes,
Series F, due
August 26, 2003......... August 26, 2003 6.22% $ 5,000,000 May 1 April 15
November 1 October 15
</TABLE>
15
<PAGE> 20
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
6.08% Medium Term Notes,
Series F, due
September 2, 2003....... September 2, 2003 6.08% $ 20,000,000 May 1 April 15
November 1 October 15
5.78% Medium Term Notes,
Series F, due
September 15, 2003...... September 15, 2003 5.78% $ 2,300,000 May 1 April 15
November 1 October 15
5.86% Medium Term Notes,
Series F, due
September 17, 2003...... September 17, 2003 5.86% $ 500,000 May 1 April 15
November 1 October 15
6.08% Medium Term Notes,
Series F, due
September 29, 2003...... September 29, 2003 6.08% $ 1,000,000 May 1 April 15
November 1 October 15
6.08% Medium Term Notes,
Series F, due
September 29, 2003...... September 29, 2003 6.08% $ 25,000,000 May 1 April 15
November 1 October 15
</TABLE>
INDENTURE REGARDING DEBT SECURITIES BETWEEN ASSOCIATES CORPORATION OF NORTH
AMERICA AND BANKERS TRUST COMPANY, DATED AS OF DECEMBER 1, 1985.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
8.15% Subordinated
Debentures due
August 1, 2009.......... August 1, 2009 8.15% $ 124,995,000 February 1 November 15
August 1 July 15
</TABLE>
INDENTURE REGARDING DEBT SECURITIES BETWEEN ASSOCIATES CORPORATION OF NORTH
AMERICA AND THE CHASE MANHATTAN BANK (SUCCESSOR TO MANUFACTURERS HANOVER TRUST
COMPANY), DATED AS OF SEPTEMBER 15, 1987; SUPPLEMENTAL INDENTURE DATED AS OF
JUNE 15, 1989.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
8.55% Senior Debentures
due July 15, 2009....... July 15, 2009 8.55% $ 200,000,000 January 15 December 31
July 15 June 30
</TABLE>
INDENTURE REGARDING SENIOR DEBT SECURITIES BETWEEN ASSOCIATES FIRST CAPITAL
CORPORATION (SUCCESSOR TO AVCO FINANCIAL SERVICES, INC.) AND BANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION (SUCCESSOR-IN-INTEREST TO THE FIRST NATIONAL BANK
OF CHICAGO), DATED AS OF SEPTEMBER 15, 1992.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
5.75% Medium Term Notes
due January 23, 2006.... January 23, 2006 5.75% $ 200,000,000 July 23 July 8
November 23 November 8
</TABLE>
16
<PAGE> 21
INDENTURE REGARDING DEBT SECURITIES BETWEEN ASSOCIATES FIRST CAPITAL
CORPORATION (SUCCESSOR TO AVCO FINANCIAL SERVICES, INC.) AND THE CHASE MANHATTAN
BANK (SUCCESSOR TO MANUFACTURERS HANOVER TRUST COMPANY), DATED AS OF AUGUST 1,
1982.
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES (RANKING) MATURITY DATE RATE AMOUNT DATES PAYMENT
------------------------- ------------------ -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
7 3/8% Senior Notes due
August 15, 2001 August 15, 2001 7.375% $ 200,000,000
</TABLE>
The Depository Trust Company, a securities depository, or its nominee will
be the registered holder of the securities and therefore will be the only entity
that can exercise a right to repayment, and that repayment will be made in
accordance with DTC's repayment procedures in effect at that time. In order to
ensure that DTC or its nominee will timely exercise a right to repayment with
respect to a particular beneficial interest in the securities, the beneficial
owner of such interest must instruct the broker or other direct or indirect
participant through which it holds a beneficial interest in the securities to
notify DTC of its desire to exercise a right to repayment. Different firms have
different cut-off times for accepting instructions from their customers and,
accordingly, each beneficial owner should consult the broker or other direct or
indirect participant through which it holds an interest in the securities in
order to ascertain the cut-off time by which such an instruction must be given
in order for timely notice to be delivered to DTC.
The outstanding securities are unsecured obligations of Associates or
ACONA, as the case may be, and may be either subordinated to other indebtedness
of Associates or ACONA or unsubordinated, as the case may be.
GLOBAL SECURITIES; BOOK-ENTRY PROCEDURES AND SETTLEMENT
The securities are book-entry securities. All book-entry securities of the
same issue are represented by one or more fully registered global securities,
without interest coupons. Each global security is deposited with, or on behalf
of, DTC and is registered in the name of DTC or a nominee of DTC. DTC is thus
the only registered holder of the securities and is considered the sole owner of
the securities for purposes of the indentures.
Purchasers of securities in the United States may only hold interests in
the global securities through DTC if they are participants in the DTC system.
Purchasers may also hold interests through a securities intermediary -- banks,
brokerage houses and other institutions that maintain securities accounts for
customers -- that has an account with DTC or its nominee. Purchasers of notes in
Europe can hold interests in the global securities only through Clearstream
Banking, societe anonyme, or through Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear System, if they are participants
in these systems or indirectly through organizations that are participants in
these systems. DTC maintains accounts showing the securities holdings of its
participants, and these participants in turn maintain accounts showing the
securities holdings of their customers. Some of these customers may themselves
be securities intermediaries holding debt securities for their customers. Thus,
each beneficial owner of a book-entry security holds that security indirectly
through a hierarchy of intermediaries, with DTC at the "top" and the beneficial
owner's own securities intermediary at the "bottom." Because DTC will be the
only registered owner of the global securities, Clearstream Banking and
Euroclear will hold positions through their respective U.S. depositaries, which
in turn will hold positions on the books of DTC.
The securities of each beneficial owner of a book-entry security are
evidenced solely by entries on the books of the beneficial owner's securities
intermediary. The actual purchaser of the securities is generally not entitled
to have the securities represented by the global securities registered in its
name and is not considered the owner under the indenture. In most cases, a
beneficial owner is also not able to obtain a paper certificate evidencing the
holder's ownership of securities. The book-entry system for holding securities
eliminates the need for physical movement of certificates and is the system
through which most publicly traded common stock is held in the United States.
However, the laws of some jurisdictions require some purchasers of securities to
take physical delivery of their securities in definitive form. These laws may
impair the ability to transfer book-entry securities.
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<PAGE> 22
A beneficial owner of book-entry securities represented by a global
security may exchange the securities for definitive (paper) securities only if:
- DTC is unwilling or unable to continue as depositary for such global
security and Associates or ACONA, as the case may be, is unable to find
a qualified replacement for DTC within 90 days;
- at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
- Associates or ACONA, as the case may be, in its sole discretion decides
to allow some or all book-entry securities to be exchangeable for
definitive securities in registered form.
Generally, any global security that is exchangeable will be exchangeable in
whole for definitive securities in registered form, with the same terms and of
an equal aggregate principal amount, in denominations of $1,000 and whole
multiples of $1,000. Definitive notes will be registered in the name or names of
the person or persons specified by DTC in a written instruction to the registrar
of the securities. DTC may base its written instruction upon directions it
receives from its participants.
In this prospectus, for book-entry securities, references to actions taken
by security holders mean actions taken by DTC upon instructions from its
participants, and references to payments and notices of redemption to security
holders and notices of redemption to DTC as the registered holder of the
securities for distribution to participants in accordance with DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, 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 under section 17A of the Securities Exchange Act of 1934. The
rules applicable to DTC and its participants are on file with the SEC.
CLEARSTREAM. Clearstream Banking, societe anonyme, was incorporated as a
limited liability company under Luxembourg law. Clearstream is owned by Cedel
International, societe anonyme, and Deutsche Borse AG. The shareholders of these
two entities are banks, securities dealers and financial institutions.
Clearstream holds securities for its customers and facilitates the
clearance and settlement of securities transactions between Clearstream
customers through electronic book-entry changes in accounts of Clearstream
customers, thus eliminating the need for physical movement of certificates.
Clearstream provides to its customers, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream interfaces with
domestic markets in a number of countries. Clearstream has established an
electronic bridge with Morgan Guaranty Trust Company of New York, the operator
of the Euroclear System, to facilitate settlement of trades between Clearstream
and Euroclear.
As a registered bank in Luxembourg, Clearstream is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial Sector.
Clearstream customers are recognized financial institutions around the world,
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. In the United States, Clearstream customers are
limited to securities brokers and dealers and banks. Clearstream customers may
include broker-dealer affiliates of Associates, ACONA and Citicorp. Other
institutions that maintain a custodial relationship with a Clearstream customer
may obtain indirect access to Clearstream. Clearstream is an indirect
participant in DTC.
Distributions with respect to notes held beneficially through Clearstream
are credited to cash accounts of Clearstream customers in accordance with its
rules and procedures, to the extent received by Clearstream.
THE EUROCLEAR SYSTEM. The Euroclear System was created in 1968 to hold
securities for participants of the Euroclear System and to clear and settle
transactions between Euroclear participants through simultaneous electronic
book-entry delivery against payment, thus eliminating the need for physical
movement of certificates and risk from lack of simultaneous transfers of
securities and cash. Transactions may now be settled in many currencies. The
Euroclear System provides various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described below.
18
<PAGE> 23
The Euroclear System is operated by Morgan Guaranty Trust Company of New
York through its Brussels, Belgium office (the "Euroclear Operator"), under
contract with Euroclear Clearance System, S.C., a Belgian cooperative
corporation (the "Cooperative"). The Euroclear Operator conducts all operations,
and all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The Cooperative
establishes policy for the Euroclear System on behalf of Euroclear participants.
Euroclear participants include banks (including central banks), securities
brokers and dealers and other professional financial intermediaries and may
include broker-dealer affiliates of Associates, ACONA and Citicorp. Indirect
access to the Euroclear System is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly. Euroclear is an indirect participant in DTC.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. The Board of
Governors of the Federal Reserve System, the New York State Banking Department
and the Belgian Banking Commission regulate and examine the Euroclear Operator.
The Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System and applicable Belgian law govern
securities clearance accounts and cash accounts with the Euroclear Operator.
Specifically, these terms and conditions govern:
- transfers of securities and cash within the Euroclear System;
- withdrawal of securities and cash from the Euroclear System; and
- receipts of payments with respect to securities in the Euroclear System.
All securities in the Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the terms and conditions only on behalf of
Euroclear participants and has no record of or relationship with persons holding
securities through Euroclear participants.
Distributions with respect to notes held beneficially through Euroclear are
credited to the cash accounts of Euroclear participants in accordance with the
Euroclear Terms and Conditions, to the extent received by the Euroclear Operator
and by Euroclear.
The foregoing information about DTC, Clearstream Banking and Euroclear has
been provided by each of them for informational purposes only and is not
intended to serve as a representation, warranty, or contract modification of any
kind.
Neither Associates nor ACONA, as the case may be, nor Citicorp has any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the book-entry
securities or for maintaining, supervising or reviewing any records relating to
the beneficial ownership interests.
SAME-DAY SETTLEMENT AND PAYMENT
All payments of principal and interest on book-entry securities will be
made in immediately available U.S. dollars.
The outstanding securities are expected to trade in the same-day funds
settlement system of DTC until maturity, and, to the extent that secondary
market trading activity in the outstanding securities is effected through the
facilities of DTC, such trades will be settled 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 outstanding securities.
RANKING
SENIOR DEBT. Each series of senior debt securities of each obligor is part of
such obligor's superior indebtedness ranking on a parity with all other
outstanding senior debt. Each obligor's subordinated debt securities and capital
indebtedness are subordinate, as to payment of principal, premium, if any, and
interest, if any, to all of such obligor's other liabilities, including senior
debt securities.
19
<PAGE> 24
SUBORDINATED DEBT. Each series of subordinated debt securities is subordinate
and junior in right of payment to all of the obligor's superior indebtedness,
whether outstanding at the date of the subordinated indenture or incurred after
such date.
The term "superior indebtedness" as used in the subordinated debt indenture
means:
- All of the obligor's obligations which in accordance with generally
accepted accounting principles are classified as liabilities on the
obligor's balance sheet; and
- Guarantees 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.
"Subordinated indebtedness" as used in the subordinated debt indenture
means all of the obligor's 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.
Upon any distribution of the obligor's assets in connection with the
obligor's dissolution, winding up, liquidation or reorganization, the holders of
all of the obligor's superior indebtedness will be entitled to receive payment
in full of principal of and interest, if any, on such superior indebtedness
before holders of the obligor's 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 superior indebtedness
outstanding at the time has been first paid in full.
CERTAIN COVENANTS
None of the indentures limits the amount of debt securities that an obligor
may issue, and each indenture provides that the obligor party to that indenture
may issue debt securities up to a total principal amount that such obligor has
authorized from time to time. None of the indentures contains any covenant or
other provision that restricts either obligor from paying dividends or making
distributions on such obligor's capital stock or purchasing or redeeming such
obligor's capital stock. None of the indentures requires an obligor to maintain
any financial ratios or specified levels of net worth. In addition, none of the
indentures gives holders of the debt securities any special protection in the
event that an obligor becomes involved in a highly leveraged transaction.
However, each indenture does contain a covenant that limits the obligor
party to that indenture and certain of its subsidiaries from creating or
incurring any mortgage, pledge or charge of any kind on any of such obligor's or
its subsidiaries' property, except under certain circumstances as set forth in
the related indenture.
Additionally, each indenture contains a covenant restricting certain
transactions by the obligor party to that indenture or its subsidiaries with any
person or entity having direct or indirect control of such obligor.
EVENTS OF DEFAULT
Each indenture contains events of default with respect to the debt
securities issued under that particular indenture which include:
- default in the payment of principal of or any premium on the debt
securities of any series issued under such indenture when due and
payable;
- default in the payment of any sinking or analogous obligation;
- default in the payment of any interest on the debt securities of any
series issued under such indenture for 30 days;
- default in the performance of any other covenant, condition or agreement
contained in such indenture which is not remedied for a period of 60
days after notice is given as specified in such indenture;
- certain events of bankruptcy, insolvency or reorganization or the court
appointment of a receiver, liquidator or trustee for the relevant
obligor or its property;
20
<PAGE> 25
- 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 the relevant
obligor 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.
A default regarding a single series of debt securities will not necessarily
constitute a default regarding any other series of debt securities whether
issued under the same indenture or any other indenture of the relevant obligor.
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 the obligor. 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 the obligor.
The obligor is required to file with the trustee within four months of the
end of the obligor's fiscal year an officers' certificate stating whether any
default exists and specifying any such default.
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 the
obligor's 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.
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. However, the trustee is not obligated to
exercise any of its rights or powers under any 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.
MODIFICATION OF INDENTURES
The applicable obligor, Citicorp and the applicable trustee may, without
the consent of the holders of the debt securities, enter into indentures
supplemental to the applicable indentures for, among other things, one or more
of the following purposes with respect to the indenture:
- To evidence the succession of another corporation to the obligor, and
the assumption by such successor of the obligor's obligations under the
indenture and the debt securities;
- To add to the obligor's covenants or surrender the obligor's 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 the
obligor's rights and obligations provided by the indentures may be modified by
the applicable obligor and 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. However, no modification may be made without the
consent of the holder of each outstanding debt security affected which would,
among other things:
21
<PAGE> 26
- Change the terms of payment of principal of, premium, if any, or
interest on such series of debt securities;
- Reduce the percentage of holders in total principal amount of the
outstanding debt securities of such series who must consent to such
modification; or
- Subordinate such indebtedness to:
(i) any other indebtedness, if such securities are superior
indebtedness, or
(ii) any indebtedness other than superior indebtedness, if such
securities are subordinated indebtedness, or
(iii) any indebtedness other than superior or subordinated
indebtedness, if such securities are capital indebtedness.
PAYMENT AND TRANSFER
Each obligor will pay the principal, interest and premium, if any, on debt
securities in the specified currency at the corporate trust office of the
applicable trustee or any other office such obligor maintains for such purpose.
Generally, 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 the applicable indenture or the
applicable prospectus supplement. The obligor 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.
The obligor will not charge a fee for any transfer or exchange of debt
securities, but the obligor may require payment of an amount sufficient to cover
any tax or governmental charge related to such transfer or exchange. Provisions
related to the transfer or exchange of debt securities in other forms will be
set forth in the applicable prospectus supplement.
CONCERNING THE TRUSTEES
The obligors and their affiliates may from time to time engage in general
financing and banking transactions with any of the trustees or their respective
affiliates.
In the event either obligor issues 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, such obligor will promptly appoint a successor
trustee with respect to the affected debt securities.
USE OF PROCEEDS
Neither Associates nor ACONA, as the case may be, nor Citicorp will receive
any of the proceeds from the sale of the outstanding securities. All offers and
sales of outstanding securities pursuant to this prospectus will be for the
accounts of the broker-dealer affiliates of the obligors and Citicorp in
connection with market-making transactions.
MARKET-MAKING ACTIVITIES
This prospectus may be used by broker-dealer affiliates of the obligors and
Citicorp in connection with offers and sales of the outstanding securities in
market-making transactions at negotiated prices related to prevailing market
prices at the time of sale. Any broker-dealer affiliate of the obligors and
Citicorp may act as principal or agent in such transactions. No broker-dealer
affiliate of the obligors and Citicorp has any obligation to make a market in
any of the outstanding securities and any broker-dealer affiliate may
discontinue its market-making activities at any time without notice, at its sole
discretion.
22
<PAGE> 27
Each of the broker-dealer affiliates of the obligors and Citicorp is a
member of the National Association of Securities Dealers, Inc. and may
participate in distributions of the outstanding securities. Accordingly, the
participation of any such entity in the offerings of outstanding securities will
conform with the requirements set forth in Rule 2720 of the Conduct Rules of the
NASD.
ERISA MATTERS
By virtue of the affiliation of Associates or ACONA, as the case may be,
and Citicorp with certain of their subsidiaries and certain subsidiaries of
Citigroup, including insurance company subsidiaries and Salomon Smith Barney
Inc., that provide services to many employee benefit plans, including investment
advisory and asset management services, Associates or ACONA, as the case may be,
Citicorp, Citigroup and any direct or indirect subsidiary of any of them may
each be considered a "party in interest" within the meaning of the Employee
Retirement Income Security Act of 1974 and a "disqualified person" under
corresponding provisions of the Internal Revenue Code of 1986 with respect to
such employee benefit plans. "Prohibited transactions" within the meaning of
ERISA and the Internal Revenue Code may result if outstanding securities are
acquired by an employee benefit plan with respect to which Associates or ACONA,
as the case may be, Citicorp, Citigroup or any direct or indirect subsidiary of
any is a party in interest, unless the outstanding securities are acquired
pursuant to an applicable exemption. Any employee benefit plan or other entity
subject to such provisions of ERISA or the Internal Revenue Code proposing to
acquire outstanding securities should consult with its legal counsel.
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, and the related consolidated balance sheets of
Citibank, N.A. and subsidiaries as of December 31, 1999 and 1998, included in
Citicorp's 1999 Annual Report on Form 10-K for the year ended December 31, 1999,
have been incorporated by reference herein, in reliance upon the report (also
incorporated by reference herein) of KPMG LLP, independent certified public
accountants, and upon the authority of KPMG LLP as experts in accounting and
auditing.
The consolidated financial statements of Associates appearing in
Associates' Annual Report on Form 10-K for the year ended December 31, 1999,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of Ernst & Young LLP as experts
in accounting and auditing.
The consolidated financial statements of ACONA appearing in ACONA's Current
Report on Form 8-K dated August 30, 2000, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of Ernst & Young LLP as experts in accounting and auditing.
LEGAL MATTERS
The validity of the guarantees described in this prospectus will be passed
upon for Citicorp by John R. Dye, Esq., Associate General Counsel of Citigroup,
399 Park Avenue, New York, New York 10043. Mr. Dye beneficially owns, or has
rights to acquire under Citigroup's employee benefit plans, an aggregate of less
than 1% of Citigroup's common stock.
The validity of the debt securities described in this prospectus will be
passed upon for Associates and ACONA by Frederic C. Liskow, Esq., Vice President
and Assistant General Counsel of Associates, 250 East Carpenter Freeway, Irving,
Texas 75062. Mr. Liskow beneficially owns, or has rights to acquire under
Associates' employee benefit plans, an aggregate of less than 1% of Associates'
common stock.
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<PAGE> 28
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, Citicorp, Associates and ACONA
jointly filed a registration statement (No. 333- ) relating to the
securities offered by this prospectus with the Securities and Exchange
Commission. This prospectus is a part of that registration statement, which
includes additional information.
Citicorp, Associates and ACONA separately file annual, quarterly and
current reports, proxy statements and other information with the SEC. You may
read and copy any materials Citicorp, Associates or ACONA files with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The address of the
SEC's web site is http://www.sec.gov.
The SEC allows each of Citicorp, Associates, and ACONA to "incorporate by
reference" the information each of them files with the SEC, which means that
each of them can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus. Information that each of Citicorp, Associates or ACONA files
later with the SEC will automatically update information in this prospectus. In
all cases, you should rely on the later information over different information
included in this prospectus.
Citicorp incorporates by reference the documents listed below:
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000; and
(c) Current Reports on Form 8-K filed on January 21, 2000, April 18,
2000, July 21, 2000, October 18, 2000, October 19, 2000, October 20,
2000 and November 16, 2000.
Associates incorporates by reference the documents listed below:
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000; and
(c) Current Reports on Form 8-K filed on January 27, 2000 (two separate
filings), February 15, 2000, April 11, 2000, April 17, 2000, May 2,
2000, July 18, 2000, September 6, 2000, October 6, 2000, October 10,
2000 and October 17, 2000.
ACONA incorporates by reference the documents listed below:
(a) Annual Report on Form 10-K for the year ended December 31, 1999 (to
the extent not modified and superseded by the Current Report on Form
8-K filed September 8, 2000 (the "September 8, 2000 8-K"));
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
(to the extent not modified and superseded by the September 8, 2000
8-K), June 30, 2000 (to the extent not modified and superseded by the
September 8, 2000 8-K) and September 30, 2000; and
(c) Current Reports on Form 8-K filed on January 7, 2000, February 4,
2000, February 22, 2000, March 14, 2000, March 15, 2000, April 3,
2000, April 14, 2000, May 3, 2000, May 5, 2000, June 23, 2000 (two
separate filings), July 21, 2000, September 8, 2000 and October 26,
2000.
All documents that Citicorp files pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
and before the date all broker-dealer affiliates of Citicorp, Associates and
ACONA, including Salomon Smith Barney, stop offering securities pursuant to this
prospectus shall be incorporated by reference in this prospectus from the date
of filing of such documents.
[On , 2000, a wholly-owned subsidiary of Citigroup was merged
with and into Associates. Following consummation of the merger, Associates and
ACONA became wholly-owned subsidiaries of Citicorp.
24
<PAGE> 29
Citicorp has issued a full and unconditional guarantee of the outstanding debt
securities of Associates and ACONA, including the securities described in this
prospectus. Subsequent to the merger, it is expected that Associates and ACONA
will no longer file periodic reports under the Securities Exchange Act of 1934.]
You may request a copy of the Citicorp filings, the Associates filings and
the ACONA filings at no cost, by writing or telephoning Citicorp, Associates or
ACONA, as the case may be, at the following addresses:
<TABLE>
<S> <C> <C>
Citigroup Document Services Associates First Capital Associates Corporation of
140 58th Street Corporation North America
Brooklyn, NY 11220 250 East Carpenter Freeway 250 East Carpenter Freeway
718-765-6460 Irving, Texas 75062 Irving, Texas 75062
972-652-4000 972-652-4000
</TABLE>
You should rely only on the information provided in this prospectus, as
well as the information incorporated by reference. Neither Citicorp, Associates
nor ACONA nor any broker-dealer affiliate of any of them, has authorized anyone
to provide you with different information. You should not assume that the
information in this prospectus or any documents incorporated by reference is
accurate as of any date other than the date on the front of the applicable
document.
25
<PAGE> 30
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by Citicorp,
Associates and ACONA in connection with the securities being registered. All of
the fees set forth below are estimates
<TABLE>
<S> <C>
Trustees' Fees and Expenses................................. $[ ]
Printing Fees and Expenses.................................. [ ]
Accounting Fees and Expenses................................ [ ]
Legal Fees and Expenses..................................... [ ]
Miscellaneous............................................... [ ]
---------
Total Fees and Expenses................................ $[ ]
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each of Citicorp, Associates and ACONA is incorporated under Delaware law.
Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that he did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interest of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section (b) of Section 145 empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Subsection (d) of Section 145 of the DGCL provides that any indemnification
under subsections (a) and (b) of Section 145 (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of Section
145. Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors designated by
the majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.
II-1
<PAGE> 31
Section 145 further provides that to the extent a director or officer of a
corporation, among others, has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that expenses incurred by a director or
officer in defending any action, suit or proceeding may be paid by the
corporation in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that such director or officer is not entitled to
indemnification under Section 145; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs executors and administrators; and
that indemnification and advancement of expenses provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation, among others, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts of omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit.
The Restated Certificate of Incorporation, as amended, of Citicorp
provides, in effect, that, to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145, Citicorp (i) shall indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding described in subsections (a) and (b) of Section 145 by reason
of the fact that he is or was a director or officer of Citicorp against
expenses, judgments, fines and amounts paid in settlement, and (ii) may
indemnify any person who was or is a party or is threatened to be made a party
to any such action, suit or proceeding if such person was an employee or agent
of Citicorp and is or was serving at the request of Citicorp as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Such Restated Certificate of Incorporation also
provides, in effect, that expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding shall be paid by
Citicorp in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that such director or officer is not entitled
to be indemnified by Citicorp.
In accordance with the DGCL, the Restated Certificate of Incorporation of
Associates contains a provision to limit the personal liability of the directors
of Associates for violations of their fiduciary duty. This provision eliminates
each director's liability to Associates for violations of their fiduciary duty.
This provision eliminates each director's liability to Associates or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to Associates or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of each of
Citicorp, Associates and ACONA and each person, if any, who controls any of them
within the meaning of the Securities Act of 1933, against certain liabilities,
including liabilities under said Act.
The directors and officers of Associates are covered by directors' and
officers' insurance policies relating to Associates and its subsidiaries.
II-2
<PAGE> 32
The Restated Certificate of Incorporation of Associates provides for
indemnification of the officers and directors of Associates to the full extent
permitted by applicable law.
Under the provisions of Article "TWELFTH" of ACONA's Restated Certificate
of Incorporation, ACONA is obligated to indemnify its present or former
directors, officers and agents, and persons who, at ACONA's 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 ACONA 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. ACONA is 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 ACONA's 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. ACONA does not know of any past, pending or threatened litigation
which might result in claims for indemnification under Article "TWELFTH" of its
Restated Certificate of Incorporation.
The power to indemnify under Section 145 of the DGCL is supplemental to the
provisions of Article "TWELFTH" of ACONA's Restated Certificate of Incorporation
and, in the opinion of counsel for ACONA, is included within the scope of that
article.
Citigroup Inc., the ultimate parent of Citicorp, also provides liability
insurance for its directors and officers and the directors and officers of its
subsidiaries, including Citicorp, Associates and ACONA, against loss from claims
made against directors and officers in their capacity as such, including,
subject to certain exceptions, liabilities under the federal securities laws.
ITEM 16 EXHIBITS.
<TABLE>
<C> <S>
4.1 Indenture regarding senior debt securities between
Associates First Capital Corporation and The Chase Manhattan
Bank, dated as of September 1, 1998, incorporated by
reference to [ ].
4.2 Indenture regarding senior securities between Associates
Corporation of North America and The Chase Manhattan Bank
(National Association), dated as of November 1, 1995,
incorporated by reference to [ ].
4.3 Indenture regarding subordinated securities between
Associates Corporation of North America and The Chase
Manhattan Bank (National Association), dated as of November
1, 1995, incorporated by reference to [ ].
4.4 Indenture regarding debt securities between Associates
Corporation of North America and Citibank, N.A., dated as of
October 15, 1994, incorporated by reference to [ ].
4.5 Indenture regarding debt securities between Associates
Corporation of North America and Nationsbank of Texas, N.A.,
dated as of October 15, 1994, incorporated by reference to
[ ].
4.6 Indenture regarding debt securities between Associates
Corporation of North America and First Fidelity Bank,
National Association, New Jersey, dated as of July 15, 1993
incorporated by reference to [ ].
4.7 Indenture regarding senior securities between Associates
Corporation of North America and The First National Bank of
Boston, dated as of October 15, 1992, incorporated by
reference to [ ].
4.8 Indenture regarding subordinated securities between
Associates Corporation of North America and The First
National Bank of Boston, dated as of October 15, 1992,
incorporated by reference to [ ].
4.9 Indenture regarding senior securities between Associates
Corporation of North America and The First National Bank of
Chicago, dated as of October 15, 1992, incorporated by
reference to [ ].
4.10 Indenture regarding debt securities between Associates
Corporation of North America and Bankers Trust Company,
dated as of December 1, 1985; supplemental indenture dated
as of June 15, 1989, incorporated by reference to
[ ].
</TABLE>
II-3
<PAGE> 33
<TABLE>
<C> <S>
4.11 Indenture regarding debt securities between Associates
Corporation of North America and Manufacturers Hanover Trust
Company, dated as of September 15, 1987; supplemental
indenture dated as of June 15, 1989, incorporated by
reference to [ ].
4.12 Indenture regarding senior debt securities between Avco
Financial Services, Inc. and The First National Bank of
Chicago, dated as of September 15, 1992, incorporated by
reference to [ ].
4.13 Indenture regarding senior securities between Avco Financial
Services, Inc. and Bankers Trust Company, dated as of May
15, 1984, incorporated by reference to [ ].
4.14 Indenture regarding debt securities between Avco Financial
Services, Inc. and Manufacturers Hanover Trust Company,
dated as of August 1, 1982, incorporated by reference to
[ ].
*5.1 Opinion of John R. Dye, Esq.
*5.2 Opinion of Frederic C. Liskow, Esq.
12.1 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12 to Associates First
Capital Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (File No. 2-44197) and
to Exhibit 12 to Associates First Capital Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000 (File No. 2-44197).
12.2 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12 to Associates
Corporation of North America's Current Report on Form 8-K
filed September 8, 2000 (File No. 1-06154) (which Report
modifies and supersedes Associates Corporation of North
America's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999) and to Exhibit 12 to Associates
Corporation of North America's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2000 (File No.
1-06154).
12.3 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12.01 to Citicorp's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000 (File No. 1-5738).
23.1 Consent of Ernst & Young LLP, Independent Certified Public
Accountants, to the Board of Directors of Associates First
Capital Corporation.
23.2 Consent of Ernst & Young LLP, Independent Certified Public
Accountants, to the Board of Directors of Associates
Corporation of North America.
23.3 Consent of KPMG LLP, Independent Certified Public
Accountants, to the Board of Directors of Citicorp.
*23.4 Consent of John R. Dye, Esq. (included in Exhibit 5.1).
*23.5 Consent of Frederic C. Liskow, Esq. (included in Exhibit
5.2).
24.1 Powers of Attorney of Citicorp.
</TABLE>
---------------
* To be filed by pre-effective amendment.
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrants' annual reports pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement 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.
II-4
<PAGE> 34
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by one or more of the registrants 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
registrants will, unless in the opinion of their respective counsel that 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-5
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citicorp hereby
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, this 20th
day of November, 2000.
CITICORP INC.
By: /s/ TODD S. THOMSON
--------------------------------------
Todd S. Thomson
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities indicated on this 20th day of November, 2000.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* Chairman (Principal Executive Officer) and
-------------------------------------------------------- Director
Victor J. Menezes
/s/ TODD S. THOMSON Chief Financial Officer (Principal Financial
-------------------------------------------------------- Officer)
Todd S. Thomson
/s/ ROGER W. TRUPIN Vice President and Controller
-------------------------------------------------------- (Principal Accounting Officer)
Roger W. Trupin
* Director
--------------------------------------------------------
Robert I. Lipp
* Director
--------------------------------------------------------
Alan S. MacDonald
* Director
--------------------------------------------------------
Marjorie Magner
* Director
--------------------------------------------------------
William R. Rhodes
* Director
--------------------------------------------------------
H. Onno Ruding
* Director
--------------------------------------------------------
Petros K. Sabatacakis
* Director
--------------------------------------------------------
Robert B. Willumstad
*By: /s/ TODD S. THOMSON
---------------------------------------------------
Todd S. Thomson
Attorney-in-Fact
</TABLE>
<PAGE> 36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Associates
First Capital Corporation hereby 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 or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, this 20th day of November, 2000.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/ ROY A. GUTHRIE
--------------------------------------
Roy A. Guthrie
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities indicated on this 20th day of November, 2000.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/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 Director
Roy A. Guthrie
/s/ DAVID J. KELLER Executive Vice President, Comptroller and
-------------------------------------------------------- Principal Accounting Officer
David J. Keller
/s/ J. CARTER BACOT Director
--------------------------------------------------------
J. Carter Bacot
/s/ ERIC S. DOBKIN Director
--------------------------------------------------------
Eric S. Dobkin
/s/ WILLIAM M. ISAAC Director
--------------------------------------------------------
William M. Isaac
/s/ JUDY JOLLEY MOHRAZ Director
--------------------------------------------------------
Judy Jolley Mohraz
/s/ H. JAMES TOFFEY, JR. Director
--------------------------------------------------------
H. James Toffey, Jr.
/s/ KENNETH WHIPPLE Director
--------------------------------------------------------
Kenneth Whipple
</TABLE>
* By signing his name hereto, signs this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
*By:
--------------------------------------
Attorney-in-Fact
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Associates
Corporation of North America hereby 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 or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, this 20th day of November, 2000.
ASSOCIATES CORPORATION OF NORTH AMERICA
By: /s/ ROY A. GUTHRIE
--------------------------------------
Roy A. Guthrie
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities indicated on this 20th day of November, 2000.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/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 Director
Roy A. Guthrie
/s/ DAVID J. KELLER Executive Vice President, Comptroller and
-------------------------------------------------------- Principal Accounting Officer
David J. Keller
</TABLE>
* By signing his name hereto, signs this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
*By:
--------------------------------------
Attorney-in-Fact
<PAGE> 38
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
4.1 Indenture regarding senior debt securities between
Associates First Capital Corporation and The Chase Manhattan
Bank, dated as of September 1, 1998, incorporated by
reference to [ ].
4.2 Indenture regarding senior securities between Associates
Corporation of North America and The Chase Manhattan Bank
(National Association), dated as of November 1, 1995,
incorporated by reference to [ ].
4.3 Indenture regarding subordinated securities between
Associates Corporation of North America and The Chase
Manhattan Bank (National Association), dated as of November
1, 1995, incorporated by reference to [ ].
4.4 Indenture regarding debt securities between Associates
Corporation of North America and Citibank, N.A., dated as of
October 15, 1994, incorporated by reference to [ ].
4.5 Indenture regarding debt securities between Associates
Corporation of North America and Nationsbank of Texas, N.A.,
dated as of October 15, 1994, incorporated by reference to
[ ].
4.6 Indenture regarding debt securities between Associates
Corporation of North America and First Fidelity Bank,
National Association, New Jersey, dated as of July 15, 1993
incorporated by reference to [ ].
4.7 Indenture regarding senior securities between Associates
Corporation of North America and The First National Bank of
Boston, dated as of October 15, 1992, incorporated by
reference to [ ].
4.8 Indenture regarding subordinated securities between
Associates Corporation of North America and The First
National Bank of Boston, dated as of October 15, 1992,
incorporated by reference to [ ].
4.9 Indenture regarding senior securities between Associates
Corporation of North America and The First National Bank of
Chicago, dated as of October 15, 1992, incorporated by
reference to [ ].
4.10 Indenture regarding debt securities between Associates
Corporation of North America and Bankers Trust Company,
dated as of December 1, 1985; supplemental indenture dated
as of June 15, 1989, incorporated by reference to
[ ].
4.11 Indenture regarding debt securities between Associates
Corporation of North America and Manufacturers Hanover Trust
Company, dated as of September 15, 1987; supplemental
indenture dated as of June 15, 1989, incorporated by
reference to [ ].
4.12 Indenture regarding senior debt securities between Avco
Financial Services, Inc. and The First National Bank of
Chicago, dated as of September 15, 1992, incorporated by
reference to [ ].
4.13 Indenture regarding senior securities between Avco Financial
Services, Inc. and Bankers Trust Company, dated as of May
15, 1984, incorporated by reference to [ ].
4.14 Indenture regarding debt securities between Avco Financial
Services, Inc. and Manufacturers Hanover Trust Company,
dated as of August 1, 1982, incorporated by reference to
[ ].
*5.1 Opinion of John R. Dye, Esq.
*5.2 Opinion of Frederic C. Liskow, Esq.
12.1 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12 to Associates First
Capital Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (File No. 2-44197) and
to Exhibit 12 to Associates First Capital Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000 (File No. 2-44197).
12.2 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12 to Associates
Corporation of North America's Current Report on Form 8-K
filed September 8, 2000 (File No. 1-06154) (which Report
modifies and supersedes Associates Corporation of North
America's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999) and to Exhibit 12 to Associates
Corporation of North America's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2000 (File No.
1-06154).
12.3 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12.01 to Citicorp's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000 (File No. 1-5738).
</TABLE>
<PAGE> 39
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
23.1 Consent of Ernst & Young LLP, Independent Certified Public
Accountants, to the Board of Directors of Associates First
Capital Corporation.
23.2 Consent of Ernst & Young LLP, Independent Certified Public
Accountants, to the Board of Directors of Associates
Corporation of North America.
23.3 Consent of KPMG LLP, Independent Certified Public
Accountants, to the Board of Directors of Citicorp.
*23.4 Consent of John R. Dye, Esq. (included in Exhibit 5.1).
*23.5 Consent of Frederic C. Liskow, Esq. (included in Exhibit
5.2).
24.1 Powers of Attorney of Citicorp.
</TABLE>
---------------
* To be filed by pre-effective amendment.
