<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event) August 24, 1995
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) 2-44197
(I.R.S. Employer
Identification Number) 06-0876639
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 541-4000<PAGE>
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits relate to the Registrant's Registration No.
33-60769 on Form S-3 with respect to which the Registrant
commenced an offering on August 24, 1995 of $150,000,000 principal
amount of Investment Notes due one to five years from date of issue:
4(a) - Definitive Form of Global Note
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/R. W. Ulrich
Senior Vice President
Date: August 28, 1995<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4(a) - Definitive Form of Global Note
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>GLOBAL NOTE FORM
<PAGE>
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.03 OF THE INDENTURE,
THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY
TO ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR DEPOSITORY
OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
NOTWITHSTANDING ANY REFERENCE HEREIN TO THE CONTRARY, ANY
PAYMENT OF INTEREST DUE HEREON WILL BE MADE ONLY TO THE BENEFICIAL
INTEREST OWNERS LISTED IN SCHEDULE A HERETO.
ASSOCIATES FIRST CAPITAL CORPORATION
GLOBAL INVESTMENT NOTE No. Gl-01
representing
up to $15,000,000
of
ASSOCIATES FIRST CAPITAL CORPORATION - INVESTMENT NOTES
ASSOCIATES FIRST CAPITAL CORPORATION, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
First Interstate Bank of Texas, N.A., as initial depository and
agent (the "Depository") for the persons listed on Schedule A
hereto upon surrender hereof of each Stated Maturity as indicated
under the caption "Maturity Date" in Schedule A hereto ("Schedule
A") which is incorporated fully herein by reference and made a part
of this Global Note, the aggregate principal sum of up to
$15,000,000 which sum shall equal the sum of all amounts in the
"Principal Amount" column in Schedule A. Such payment shall be
made in such coin or currency of the United States as at the time
of payment shall be legal tender for the payment of public and
private debts. The Depository shall also be the custodian for this
Global Note and will maintain Schedule B - Increases or Decreases
in the Global Note.
Each such payment on Stated Maturity shall be at the principal
office of the Company in Irving, Texas, or at the offices of such
other subsidiary of the Company as the Company from time to time
may designate in writing to the then registered Holder of this
Note, and to pay interest thereof at the rate per annum stated in
Schedule A from issue date hereof to Stated Maturity only; interest
together with the principal sum to be payable on the Stated
Maturity, unless interest is to be payable at monthly or quarterly
periods, to be calculated from issue date, and is so specified
above. The interest so payable, and punctually paid or duly
provided for, on any interest payment date will be paid to the
person who appears as the Beneficial Interest Owner (as defined
hereinbelow) on the records of the Company on the eighth day next
preceding such interest payment date, whether or not such day is a
business day. This Global Note is one of a duly authorized issue
of notes (herein called the "Notes") of the Company of the series
herein specified, all such Notes issued and to be issued in one or
more series under an indenture executed by the Company and
delivered to First Interstate Bank of Texas, N.A. (herein called
the "Trustee"), as Trustee, dated as of June 15, 1995 (the
indenture herein called the "Indenture"), to which Indenture
reference is hereby made for a description of the rights,
obligations, duties and immunities thereunder of the Trustee and
the holders of the Notes. As provided in the Indenture, said Notes
may be issued in series for various principal sums, may bear
different dates and mature at different times, may bear interest at
different rates, may be subject to different redemption provisions,
if any, may be subject to different sinking, purchase or analogous
funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or
permitted. This Global Note is one of the Global Notes described
in the Indenture and designated therein as in the title of the
Global Note (herein called "Global Note").
Beneficial ownership in this Global Note shall be in the form
of undivided partial interests ("Beneficial Interests") expressed
in the form of principal amounts, and such Interests shall be noted
in Schedule A, as maintained by the Company and provided to the
Depository. The sum of all outstanding Beneficial Interests at any
time shall determine the aggregate principal amount outstanding
pursuant to this Global Note at such time and will be noted in
Schedule B.
The election of each Beneficial Interest owner as designated
under the caption "Holder" on Schedule A (a "Beneficial Interest
Owner") made at the time of the initial purchase (whether in the
form of a Beneficial Interest or a Note in registered form) of the
Beneficial Interest hereof or Note in registered form of the
Beneficial Interest hereof or Note in registered form to take
interest monthly, quarterly or at maturity, is irrevocable as to
such Beneficial Interest or Note in registered form during the term
of such Beneficial Interest or Note in registered form, except the
Beneficial Interest Owner may change the interest payment election
during the 45-day period commencing with the original date of
purchase of such Beneficial Interest, providing no interest checks
have been cashed. The change in election must be made by
depositing in the U.S. mail, postage pre-paid, postmarked within
the 45-day period and addressed to AFC Securities Inc. (i) a new
election in the manner specified by the Company, (ii) the
confirmation relating to the purchase of the Beneficial Interest
and (iii) all interest checks issued to the date of the new
election, or a check for such interest as has been paid by the
Company by automatic transfer to such Beneficial Interest Owner
from the date of purchase through the date of change of election.
A Beneficial Interest Owner electing to accrue interest until the
Stated Maturity will be paid interest accruing after the Stated
Maturity, if any, as provided hereinbelow on the presentment of a
request for payment of principal of such Beneficial Interest.
The principal amount of each Beneficial Interest is prepayable
prior to its Stated Maturity , at the option of the party entitled
to receive the proceeds hereof, upon the occurrence of the death or
disability (as defined in 42 U.S.C.A. Sec. 416[i]) of any Beneficial
Interest Owner, who is a natural person (whether or not such person
is the sole Beneficial Interest Owner), or, if the Beneficial
Interest in this Global Note is registered on Schedule A to the
custodian or trustee of an individual retirement account ("IRA"),
as determined by the custodian or trustee, upon the death,
disability or attainment of age 59 1/2 of the IRA account holder. A
Beneficial Interest shall be prepaid upon the attainment of the age
of 70 1/2 of such IRA account holder. Any request for prepayment
shall be made to the company in writing and shall be accompanied by
evidence satisfactory to the Company of the conditions qualifying
for the prepayment. The Company may, as a condition precedent to
the prepayment, require the submission of such additional documents
or other materials as it may consider necessary of the Note or such
other facts as it considers relevant to the fulfillment of its
obligations hereunder. Any such prepayment of a Beneficial
Interest shall be for the aggregate principal amount of each such
Beneficial Interest together with accrued interest to the date of
payment as reflected in Schedule A.
The Company shall pay interest after Maturity in accordance
with the terms of this paragraph. After Maturity of each
Beneficial Interest, each Beneficial Interest in this Global Note
will continue to accrue interest, at the lower of the "13-week
Treasury Rate" (defined below) or 9% per annum, until the earlier
of (a) such Beneficial Interest in this Global Note is presented
for payment, or (b) at the sole option of the Company, the Company
notifies the Holder and Beneficial Interest Owner in writing at the
address last appearing in the records of the Depository, that (i)
in the case of a Beneficial Interest and at least 15 days prior to
the Stated Maturity thereof, the Beneficial Interest will not
accrue interest after the Stated Maturity ; or (ii) in the case of
a Beneficial Interest and within a 15-day period prior to the
Stated Maturity thereof, or thereafter, the Beneficial Interest
will cease to accrue interest after the Maturity Date on the 15th
day after the date of such notice. The interest rate shall be
adjusted weekly. The "13-week Treasury Rate" shall mean the
discount rate for the auction held weekly of direct obligations of
the United States ("Treasury bills") having a 13-week maturity as
published in H.15(519) under the heading "Treasury bills - auction
average (investment)" or, if not so published by 9:00 a.m., New
York City time, on each Tuesday pertaining to such week, the 13-week Treasury
Rate last announced. If the 13-week Treasury Rate is
the applicable interest rate after the Maturity, such rate shall
apply from the Wednesday after the announcement through and
including the following Tuesday. Interest accruing after Stated
Maturity will be based on a year of 365 days, and will be
compounded and paid in accordance with the instructions of each
Beneficial Interest Owner, which shall be consistent with the
interest payment terms so elected at the time of purchase of such
Beneficial Interest, as provided hereinabove, except that (i) the
record date for interest payments, if any, after the Stated
Maturity shall be the applicable interest payment date, and (ii)
interest payment checks will be sent or interest payments made (in
the case of automatic transfers) within four business days after
such interest payment date occurring after Stated Maturity, if any.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the aggregate principal
amount hereof along with accrued but unpaid interest hereon may be
declared, and upon such declaration shall become, due and payable
in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Notes under the Indenture at any time by the Company with the
consent of the Holders of 66 % in aggregate principal amount of the
Notes at the time Outstanding, as defined in the Indenture, of each
series to be affected thereby, provided, however, that no such
modification, alterations or waiver shall be made without the
consent of the Holder of each Note of each such series thereby
affected which would (i) change the Stated Maturity of the
principal of, or installment of interest, if any, on any Note of
such series or reduce the principal amount thereof, or reduce the
amount of principal of an Original Issue Discount Note which would
be due and payable upon, acceleration of the maturity thereof, (ii)
subordinate the indebtedness evidenced by the Notes to any
indebtedness of the Company, or (iii) reduce the percentage of
Notes of any series, the consent of the Holders of which is
required for any such modification, alteration or waiver. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of
any series at the time Outstanding, as defined in the Indenture, on
behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their
consequences with respect to such series. Any such consent or
waiver by the Holder of this Global Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Global
Note and of any Note issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Global Note.
The Holder hereof shall, in each case of a vote of all
Noteholders of each series, submit the matter to be considered to
each Beneficial Interest Owner and shall afford each such
Beneficial Interest Owner an opportunity to instruct the Holder
hereof to cause such Owner's Beneficial Interest to be voted in
accordance with such Owner's instructions. The Holder hereof shall
be entitled to cause portions of the aggregate principal amount
hereof to be voted in a manner which may be different than other
portions of the aggregate principal amount hereof but must vote the
principal amount of each Beneficial Interest as instructed by the
Beneficial Interest Owner owing such Beneficial Interest. The
Holder hereof may vote only that portion of the aggregate principal
amount hereof which corresponds to the sum of the Beneficial
Interests held by Beneficial Interest Owners who direct the Holder
hereof in writing to cause such Beneficial Interests to be so
voted.
No reference herein to the Indenture and no provisions of this
Global Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to
pay the principal amount of and interest on this Global Note at the
time and place and at the rate and in the coin or currency herein
prescribed.
No recourse shall be had for the payment of the principal of
or interest on this Global Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director as such, past, present, or future, of the Company or of
any successor corporation, whether by virtue or any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Global Note is transferable by the registered Holder
hereof only as provided in Section 2.03 of the Indenture.
Each Beneficial Interest as reflected in Schedule A may be
identified with a "Transaction Number" followed by a letter and/or
digit combination as determined by the Company or the Holder.
This Global Note, with respect to the principal amount
thereof, shall be entitled to the same benefits as Notes under the
terms of the Indenture, except that the Holder hereof shall pay or
provide for the payment of principal and interest to Beneficial
Interest Owners which payments, as to each Beneficial Interest,
shall be made in accordance with the terms of each such Beneficial
Interest as directed by such Beneficial Interest Owner.
The Company hereby irrevocably undertakes to the Holder herein
to exchange each Beneficial Interest in this Global Note, in
accordance with the terms of the Indenture, as a whole or in part,
without charge, for Notes, upon request of such Holder, at the
office of the Trustee on request. Upon any such exchange of all or
a portion of this Note for a Global Note or Notes registered in the
name of the Beneficial Interest Owner, Schedule A and Schedule B to
this Global Note shall be amended by the Company and the
Depository, respectively, to reflect the reduction of the principal
amount evidenced hereby.
Upon maturity and payment of all Notes issued in this Series,
the Trustee will cancel the Global Note.
Schedule A may be maintained and revised by electronic means
and may be detached from this Global Note at any time.
This Note shall not become valid or obligatory until the
certificate of authentication hereon shall have been duly signed by
or on behalf of the Trustee acting under the Indenture.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the Company has caused this Global Note to
be duly executed.
Dated: August 24, 1995.
ASSOCIATES FIRST CAPITAL
CORPORATION
By:
R.W. Ulrich
Senior Vice President
[SEAL]
Attest:
Frederic C. Liskow
Assistant Secretary<PAGE>
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Global Note of the series designated
therein referred to in the within-mentioned Indenture.
as Trustee
By:
[Authorized Officer]
The following abbreviations, when used in the inscription on
Schedule A of this Global Note, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT (or TRAN) MIN ACT - Custodian
(Cust) (Minor)
- under uniform Gifts (or Transfers) to Minors Act
(State)
Additional abbreviations may also be used though not in the above
list.
<PAGE>
<TABLE>
<CAPTION>
FORM OF SCHEDULE A TO GLOBAL NOTE NO.: G1-01
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Customer Instrument Transaction Orig Inv Effective Maturity Annual Principal Holder
Number Number Number Code Type Date Date Rate Amount Name
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Date of Amount of Decrease Amount of increase Principal Amount of Signature of Authorized
Exchange in Principal Amount in Principal Amount Global Note officer of Trustee
of Global Note of Global Note following such or Custodian
decrease or increase
</TABLE>
