<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) September 28, 1998
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-0876639
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
2-44197
(Commission File Number)
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 652-4000
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits relate to the Registrant's Registration No.
333-62875 on Form S-3 with respect to which the Registrant
commenced an offering on September 28, 1998 of $500,000,000 principal
amount of Puttable Reset Securities PURS(SM) due April 5, 2009:
4.1 - Specimen Form of Note
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/ Marvin T. Runyon, III
-------------------------
Senior Vice President
Date: October 1, 1998<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4.1 - Specimen Form of Note
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>SPECIMEN NOTE
<PAGE>
R-__ $
CUSIP:
ASSOCIATES FIRST CAPITAL CORPORATION
PUTTABLE RESET SECURITIES PURS(SM) DUE APRIL 5, 2009
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR THE REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
PRINCIPAL AMOUNT:
Maturity Date: April 5, 2009; subject to mandatory repayment of
principal to the Holder hereof pursuant to the Call
Option and Put Option described below under "Call
Option; Put Option"
CALL/PUT OPTION: The Notes may be called by the Callholder (as defined
below) prior to Maturity, as described below under
"Call Option; Put Option." The Notes may be repaid
pursuant to the Put Option prior to Maturity as
described below under "Call Option; Put Option"
DATED DATE: October 5, 1998
INTEREST PAYMENT DATES: For the period from and including October 5, 1998 to
but excluding April 5, 1999 (the "Floating Rate
Period"): the fifth day of each month; and for the
period from and including April 5, 1999 to but
excluding April 5, 2009: April 5 and October 5 of
each year, and, in any case, at Maturity
REGULAR RECORD DATES: During the Floating Rate Period, close of business on
the Business Day (as defined below) immediately
preceding each Interest Payment Date; from and
including the Coupon Reset Date (as defined below),
close of business on the date 15 days next preceding
each Interest Payment Date (whether or not a Business
Day)
OPTION CALCULATION
AGENT: Goldman, Sachs & Co.
LIBOR CALCULATION
AGENT: The Chase Manhattan Bank
ASSOCIATES FIRST CAPITAL CORPORATION, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal amount set forth on the face hereof
on the Maturity Date set forth on the face hereof, and to pay interest
thereon, at the interest rates determined in the manner described below under
"Interest During Floating Rate Period" and "Coupon Reset Process After the
Floating Rate Period" from the Dated Date hereof or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
the Interest Payment Dates set forth on the face hereof and at Maturity, until
the principal hereof has been paid or made available for payment. The
interest so payable, and punctually paid or provided for, on any Interest
Payment Date will, as provided in the Indenture (as hereinafter defined), be
paid to the Person in whose name this Note (or one or more Predecessor
Securities as defined in said Indenture) is registered at the close of
business on the Regular Record Date for such Interest Payment Date as set
forth on the face hereof; provided, however, interest payable at Maturity will
be payable to the Person to whom the principal hereof shall be payable. Any
such interest which is payable, but is not punctually paid or duly provided
for on any Interest Payment Date, shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on a record date ("Special Record Date") not less
than 10 days prior to the date fixed by the Trustee for payment of such
defaulted interest, notice of which Special Record Date shall be given to
Holders of Notes not less than 15 days prior to such record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Payment of the principal of and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose at the Corporate Trust Office of the Trustee, or, at the option of the
Holder, at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such additional offices
or agencies maintained for such purpose as the Company may from time to time
designate, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that (i) payment of interest will be made (subject to
collection) by check mailed to the address of the Person entitled thereto as
such address shall appear on the Securities Register or, if appropriate wire
transfer instructions have been received in writing by the Trustee at its
Corporate Trust Office or at its corporate trust facility in the Borough of
Manhattan, The City of New York, not later than five Business Days prior to
the record date for an applicable Interest Payment Date, by wire transfer of
immediately available funds; (ii) payment of principal hereof at Maturity and
any interest due upon Maturity will be made in immediately available funds
upon surrender of this Note at the Corporate Trust Office of the Trustee or at
the corporate trust facility of the Trustee located in the Borough of
Manhattan, The City of New York, or at such additional offices or agencies
maintained for such purpose as the Company may from time to time designate;
and (iii) notwithstanding the foregoing, if indicated on the face hereof that
this Note is a Global Security, payments in respect of the Notes (including
principal and interest) will be made by wire transfer of immediately available
funds to the account of the Depositary as specified by the Depositary.
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, which series is limited in
aggregate principal amount to $500,000,000, all such Securities issued and to
be issued under an indenture dated as of September 1, 1998 (hereinafter called
the "Indenture"), between the Company and The Chase Manhattan Bank, as Trustee
(the "Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a specification of the rights and limitation of
rights thereunder of the Holders of the Securities and of the rights,
obligations, duties and immunities of the Trustee and of the Company. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest, if any, at different rates,
may be subject to different redemption provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series of the
Securities designated therein as Puttable Reset Securities PURSSM due April 5,
2009 (the "Notes").
Interest During Floating Rate Period
During the Floating Rate Period, interest on the Notes will be payable
on the fifth day of each month (each an "Interest Payment Date"), commencing
on November 5, 1998, and at Maturity, if any, during such period, except that
if any such Interest Payment Date falls on a day that is not a Business Day
(as defined below), such Interest Payment Date will be the next day that is a
Business Day unless it would thereby fall into the next calender month, in
which event such Interest Payment Date shall be brought forward to the
immediately preceding Business Day.
During the Floating Rate Period, the rate of interest for each Interest
Period (as defined below) is the One-Month LIBOR Rate plus .03%.
The "One-Month LIBOR Rate" for an Interest Period means a rate equal to
the Floating Rate (as defined in the ISDA Definitions, which is defined below)
that would be determined by the LIBOR Calculation Agent (as defined below)
under an interest rate swap transaction if the LIBOR Calculation Agent were
acting as Calculation Agent (as defined in the ISDA Definitions) for that swap
transaction under the terms of an agreement incorporating the ISDA Definitions
and under which:
(i) the Floating Rate Option (as defined in the ISDA
Definitions) is USD-LIBOR-BBA;
(ii) the Designated Maturity (as defined in the ISDA Definitions)
is one month; and
(iii) the Reset Date (as defined in the ISDA Definitions) is the
first day of that Interest Period.
During the Floating Rate Period, interest on the Notes will be paid to
the persons in whose names the Notes are registered at the close of business
on the Business Day immediately preceding any Interest Payment Date; provided,
however, that interest payable at Maturity will be payable to the persons to
whom the principal of such Notes shall be payable.
During the Floating Rate Period, interest payments for the Notes shall
be the amount of interest accrued from the date of issue or from the last date
to which interest has been paid to, but excluding, the Interest Payment Date
or Maturity, as the case may be. During the Floating Rate Period, interest is
computed by dividing the actual number of days in the Interest Period by 360.
"Business Day" means any day that is not a Saturday or Sunday, and that,
in The City of New York, is not a day on which banking institutions are
generally authorized or obligated by law to close.
"Interest Period" means (i) the period from and including October 5,
1998, to but excluding the first Interest Payment Date, and (ii) each
successive period from and including an Interest Payment Date to but excluding
the next Interest Payment Date or at Maturity, as the case may be.
"ISDA Definitions" means the 1991 ISDA Definitions, as amended and
updated as of the date hereof, published by the International Swaps and
Derivatives Association, Inc.
"USD-LIBOR-BBA" means that the rate for a Reset Date will be the rate
for deposits in U.S. Dollars for a period of the Designated Maturity which
appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the day
that is two London Banking Days preceding that Reset Date. If such rate does
not appear on the Telerate Page 3750, the rate for that Reset Date will be
determined as if the parties had specified "USD-LIBOR-Reference Banks" as the
applicable Floating Rate Option. "USD-LIBOR-Reference Banks" means that the
rate for a Reset Date will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the Reference Banks (as defined in the
ISDA Definitions) at approximately 11:00 a.m., London time, on the day that is
two London Banking Days preceding that Reset Date to prime banks in the London
interbank market for a period of the Designated Maturity commencing on that
Reset Date and in a Representative Amount (as defined in the ISDA
Definitions). The LIBOR Calculation Agent (as defined below) will request the
principal London office of each of the Reference Banks to provide a quotation
of its rate. If at least two such quotations are provided, the rate for that
Reset Date will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that Reset Date will be the
arithmetic mean of the rates quoted by major banks in New York City, selected
by the LIBOR Calculation Agent, at approximately 11:00 a.m., New York City
time, on that Reset Date for loans in U.S. Dollars to leading European banks
for a period of the Designated Maturity commencing on that Reset Date and in a
Representative Amount.
The Chase Manhattan Bank shall be the initial LIBOR Calculation Agent
(the "LIBOR Calculation Agent") hereunder. During the Floating Rate Period,
the LIBOR Calculation Agent will notify the Company and the Trustee of each
determination of the interest rate applicable to the Notes promptly after such
determination is made. The Trustee will, upon the request of the Holder of
any Note, provide the interest rate then in effect and, if different, the
interest rate which will become effective as a result of the determination
made with respect to the most recent Interest Determination Date (which shall
be the second London Banking Day preceding the relevant Reset Date)with
respect to such Note. The Trustee will not be responsible for determining the
interest rate applicable to any Note.
Call Option; Put Option
(A) Call Option. Goldman, Sachs & Co., or any successor and
assign (in such capacity, the "Callholder"), has the right to purchase the
Notes, in whole but not in part (the "Call Option"), at a price equal to 100%
of the principal amount thereof (the "Call Price"), on April 5, 1999 (the
"Coupon Reset Date"). In the event the Callholder exercises its rights under
the Call Option, (i) the Callholder shall deliver the Call Price in
immediately available funds to the Trustee not later than 2:00 p.m., New York
time, on the Business Day prior to the Coupon Reset Date (and all interest
accruing on the Call Price from the time of deposit to the Coupon Reset Date
shall be for the benefit of the Callholder); (ii) on the Coupon Reset Date,
the Holders of the Notes shall be required to deliver the Notes to the
Callholder in exchange for the Call Price through the facilities of DTC and
(iii) the Company shall, on the Coupon Reset Date, pay interest accrued to,
but excluding the Coupon Reset Date to Holders of Notes as of the most recent
Regular Record Date. In such event, all of the Notes will be delivered to the
account of the Trustee by book-entry through the facilities of the Depository,
and the Trustee will make payment to the Depositary participant of each
beneficial owner's Notes, by book-entry through the Depositary by the close of
business on the Coupon Reset Date. No holder of Notes shall have any rights
or claims against the Callholder as a result of the Callholder purchasing or
not purchasing the Notes.
(1) Notice. The Callholder must deliver irrevocable,
written notice (the "Call Notice") to the Trustee of its exercise of the Call
Option prior to 4:00 p.m., New York time, no later than fifteen (15) calendar
days prior to the Coupon Reset Date.
(2) Termination of Call Option.
The Call Option and the obligation of the Callholder to pay the Call
Price is subject to termination upon the occurrence of various events and
conditions, including the following:
(a) If the Company shall not have caused the Notes to be registered
under the Securities Act of 1933, as amended, so as to permit the resale of
the Notes on the Coupon Reset Date, unless such registration shall be
unnecessary in the opinion of counsel to the Company and counsel to the
Callholder, then (y) the Call Option shall automatically terminate and (z) the
Trustee will exercise the Put Option on behalf of the holders of the Notes. If
the Option Calculation Agent determines that (i) since the date of the Call
Notice, a Market Disruption Event (as defined below) has occurred and is
continuing or (ii) fewer than three Dealers have provided firms Bids (as
described and defined below under "Coupon Reset Process After the Floating
rate Period")in a timely manner pursuant to participation agreements
satisfactory to the Callholder substantially as described below (a "Failed
Remarketing"), the steps contemplated under "Coupon Reset Process After the
Floating Rate Period" below will be taken on the next Business Day on which
the Option Calculation Agent determines that no Market Disruption Event or
Failed Remarketing has occurred and is continuing. If the Option Calculation
Agent determines that a Market Disruption Event or a Failed Remarketing has
occurred and is continuing for the number of consecutive Business Days
specified by the Company in the Bid Request Notice (as defined below) in the
period ending not later than the third Business Day prior to the Coupon Reset
Date, then, unless the Company and the Callholder otherwise agree, (y) the
Call Option shall automatically terminate and (z) the Trustee will exercise
the Put Option on behalf of the holders of the Notes. "Market Disruption
Event" means any of the following: (i) trading generally on the New York Stock
Exchange, the American Stock Exchange or the NASDAQ National Market shall have
been suspended or materially limited, (ii) trading in the Company's securities
on the New York Stock Exchange has been suspended or materially limited, (iii)
a banking moratorium shall have been declared by Federal or New York
authorities or (iv) there shall have occurred an outbreak or material
escalation of major hostilities in which the United States is involved, a
declaration of war by Congress or other calamity or crisis and, in the case of
any such event specified in clauses (i) through (iv) above, the effect of such
event, in the Callholder's reasonable judgment, makes it impractical or
inadvisable to proceed with the completion of the purchase of the Notes
pursuant to the Call Option.
(b) If an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, then (y) the Callholder may, by written notice to
the Company, terminate the Call Option and (z) the Trustee will exercise the
Put Option on behalf of the holders of the Notes.
(c) If the Callholder does not pay the Call Price by 2:00 p.m., New
York time, on the Business Day prior to the Coupon Reset Date, then (i) the
Call Option shall immediately terminate and (ii) the Trustee will exercise
the Put Option on behalf of the holders of the Notes. No Holder of Notes
shall have any rights or claims against the Callholder as a result of the
Callholder purchasing or not purchasing the Notes.
(3) Successors and Assigns. The Callholder may at any time
assign its rights and obligations under the Call Option; provided that (i) it
assigns its rights and obligations in whole and not in part and (ii) it
provides the Trustee with notice of such assignment contemporaneously with
such assignment. Upon receipt of notice of assignment, the Trustee agrees to
treat the assignee as Callholder for all purposes hereunder. The Callholder
may assign its rights under the Call Option without notice to, or consent of,
the Holder.
(B) Put Option. If the Call Option has not been exercised, or in
the event the Callholder is not required or fails to deliver the Call Price to
the Trustee not later than 2:00 p.m. New York time on the Business Day prior
to the Coupon Reset Date, the Trustee shall exercise for and on behalf of the
Holder the option to put the Notes to the Company (the "Put Option"). Upon
exercise of the Put Option, the Company shall purchase all of the Notes on
April 5, 1999, at a purchase price equal to 100% of the principal amount
thereof (the "Put Redemption Price"). The Put Option will be deemed to be
exercised automatically by the Trustee, on behalf of the Holder, if the
Callholder does not purchase Notes pursuant to the Call Option. If the
Trustee exercises the Put Option, the Company will deliver the Put Redemption
Price to the Trustee, together with the accrued and unpaid interest due on
April 5, 1999, by no later than 12:00 noon New York time on the Coupon Reset
Date and the Holder will be required to deliver the Notes to the Company
against payment therefor on the Coupon Reset Date through the facilities of
the Depositary. No Holder of any Notes or any interest therein has the right
to notice of, or to consent or object to the Trustee's duty to exercise the
Put Option.
Coupon Reset Process After the Floating Rate Period
(A) If the Callholder has exercised the Call Option in accordance with
the procedures set forth under "Call Option; Put Option" above, the Company
and Goldman, Sachs & Co., or its successor and assign (the "Option Calculation
Agent") shall complete the following steps (the "Coupon Reset Process"),
except to the extent they otherwise agree, in order to determine the interest
rate to be paid on the Notes from and including such Coupon Reset Date to
Maturity:
(1) The Company shall provide the Option Calculation Agent
with a notice (the "Bid Request Notice"), no later than eight Business Days
prior to the Coupon Reset Date, containing (i) the names and addresses of five
dealers (the "Dealers" and, individually, a "Dealer") from which it desires
the Option Calculation Agent to obtain the Bids (as defined below) for the
purchase of the Notes (the "Dealer List"); so long as Goldman, Sachs & Co. is
the Callholder, Goldman, Sachs & Co. shall be one of the Dealers if it so
requests, (ii) the date on which the Company desires the Calculation Agent to
request Bids (as defined below) from the Dealers (the "Bid Request Date"),
which date shall be no earlier than seven Business Days prior to the Coupon
Reset Date, (iii) the date on which the Company desires the Dealers to submit
Bids (the "Bid Date"), which date shall be no later than three Business Days
prior to the Coupon Reset Date and (iv) the number of Business Days to be used
by the Option Calculation Agent in determining whether a Market Disruption
Event or a Failed Remarketing has occurred and is continuing for purposes of
completing the purchase of the Notes pursuant to the Call Option as described
in clause (a) of "Call Option; Put Option -- Termination of the Call Option"
above.
(2) On the Bid Request Date, the Option Calculation Agent
shall provide to each Dealer on the Dealer List (a) a copy of the Prospectus
dated September 18, 1998 and a copy of the Prospectus Supplement dated
September 28, 1998, relating to the offering of the Notes; (b) a copy of the
form of Notes and (c) a written request that each such Dealer submit a Bid to
the Option Calculation Agent by 12:00 noon, New York time (the "Bid
Deadline"), on the Bid Date. "Bid" shall mean an irrevocable written offer
given by a Dealer for the purchase of all of the Notes, settling on the Coupon
Reset Date, and shall be quoted by such Dealer as a stated yield to Maturity
on the Notes ("Yield to Maturity"). Each Dealer shall be provided with
(i) the name of the Company, (ii) an estimate of the Purchase Price (as
defined below) (which shall be stated as a US Dollar amount and be calculated
by the Option Calculation Agent in accordance with clause (3) below),
(iii) the principal amount and Maturity of the Notes and (iv) the method by
which interest will be calculated on the Notes. If the Callholder so
requests, each Dealer will include with its Bid a written commitment
(satisfactory to the Callholder) that, if such Dealer's Bid is the Selected
Bid (as defined below), it will purchase the Notes from the Callholder on the
Coupon Reset Date at the Purchase Price.
(3) The purchase price to be paid by any Dealer for the
Notes (the "Purchase Price") shall be equal to (a) the principal amount of the
Notes plus (b) a premium (the "Notes Premium") which shall be equal to the
excess, if any, of (i) the discounted present value to the Coupon Reset Date
of a bond with a Maturity of April 5, 2009 which has an interest rate of
4.602%, semi-annual interest payments on each April 5 and October 5,
commencing October 5, 1999, on a principal amount of $500,000,000, and
assuming a discount rate equal to the Treasury Rate (as defined below) over
(ii) $500,000,000. "Treasury Rate" means the per annum rate equal to the
offer side yield to Maturity of the current on-the-run ten-year United States
Treasury Security (the "Ten Year Yield") per Telerate Page 500 (or such other
page as may replace Telerate Page 500 on that service for the purpose of
displaying the Ten Year Yield) at 11:00 a.m., New York time on the Bid Date
(or such other date or time that may be agreed upon by the Company and the
Option Calculation Agent) or, if such rate does not appear on Telerate Page
500 (or such other page as may replace Telerate Page 500 on that service for
the purpose of displaying the Ten Year Yield) at such time, the rates on GovPx
End-of-Day Pricing at 3:00 p.m. on the Bid Date.
(4) Following receipt of the Bids, the Option Calculation
Agent shall provide written notice to the Company, setting forth (a) the names
of each of the Dealers from whom the Option Calculation Agent received Bids by
the Bid Deadline, (b) the Bid submitted by each such Dealer and (c) the
Purchase Price as determined pursuant to the immediately preceding paragraph
(3). Except as provided below, the Option Calculation Agent shall thereafter
select from the Bids received the Bid with the lowest Yield to Maturity (the
"Selected Bid") and establish the Coupon Reset Margin (the "Coupon Reset
Margin") equal to the interest rate which would amortize the Notes Premium
fully over the term of the Notes at the Yield to Maturity indicated by the
Selected Bid; provided, however, that if the Option Calculation Agent has not
received a Bid from any Dealer by the Bid Deadline, the Selected Bid shall be
the lowest of all Bids received by such time; and provided, further that if
any two or more of the lowest Bids submitted are equivalent, the Company shall
in its sole discretion select any of such equivalent Bids, or if the Company
fails to do so, the Option Calculation Agent shall make such selection (and
such selected Bid shall be the Selected Bid).
(5) Immediately after calculating the Coupon Reset Margin,
the Option Calculation Agent shall provide written notice to the Company and
the Trustee, setting forth such Coupon Reset Margin and the Selected Bid. The
new interest rate on the Notes shall be equal to the Coupon Reset Margin plus
the Selected Bid, and the Company shall confirm such new interest rate on the
Notes, effective from and including the Coupon Reset Date, by delivery to the
Trustee on or before the Coupon Reset Date of an officer's certificate.
Effective from and including the Coupon Reset Date, the Interest Payment Dates
on the Notes shall be April 5 and October 5 of each year, commencing
October 5, 1999, and at Maturity. Effective from and including the Coupon
Reset Date, interest on the Notes will be paid to the persons in whose names
the Notes are registered at the close of business on the date 15 days next
preceding any Interest Payment Date (whether or not a Business Day).
Effective from and including the Coupon Reset Date, interest will be computed
on the basis of a 360-day year of twelve 30-day months.
(6) the Callholder shall sell the Notes to the Dealer that
made the Selected Bid at the Purchase Price, such sale to be settled on the
Coupon Reset Date in immediately available funds.
(B) If the Call Option terminates as described under "Call Option; Put
Option -- Termination of the Call Option" above, the Trustee will exercise the
Put Option on behalf of the Holders.
Miscellaneous Terms and Conditions
If an Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time outstanding, as
defined in the Indenture, of each series of Securities to be affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at
the time Outstanding, as defined in the Indenture, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences with respect to such series. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable on the Securities Register of the
Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company to be maintained for that purpose at the
Corporate Trust Office of the Trustee, or the office or agency of the Company
to be maintained for that purpose in the Borough of Manhattan, The City of New
York, or at such additional offices or agencies maintained for such purpose as
the Company may from time to time designate, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the Securities Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
If indicated on the face hereof that this Note is a Global Security, it
is exchangeable, in whole but not in part, for Notes registered in the names
of Persons other than the Depositary or its nominee or in the name of a
successor to the Depositary or a nominee of such successor depositary only if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Note and a successor depositary is not
appointed by the Company within 90 days of the receipt by the Company of such
notice or of the Company becoming aware of such ineligibility, or (ii) the
Company in its sole discretion at any time after the Coupon Reset Date
determines not to have all of the Notes represented by one or more Global
Security or Securities. If this Note is exchangeable pursuant to the
preceding sentence, it shall be exchangeable for Notes of like tenor and terms
in definitive form in aggregate principal amount equal to the principal amount
of the Global Security; provided, that the Company shall exchange all the
Global Securities representing the Notes in such manner. Subject to the
foregoing, if this Note is a Global Security it is not exchangeable, except
for a Note or Notes of the same aggregate denominations to be registered in
the name of such Depositary or its nominee or in the name of a successor to
the Depositary or a nominee of such successor depositary. If not indicated on
the face hereof that this Note is a Global Security, this Note is exchangeable
for a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same, as provided in
the Indenture and subject to certain limitations therein set forth.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000.
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such
transfer or exchange, other than certain exchanges not involving any transfer.
Certain terms used in this Note which are defined in the Indenture have
the meanings set forth therein.
THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal as of the Dated Date set forth on the face
hereof.
ASSOCIATES FIRST CAPITAL CORPORATION
[Seal]
By: _____________________________
Senior Vice President
Attest:
______________________
Assistant Secretary
Unless the certificate of authentication hereon has been executed by
The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for under the
within-mentioned Indenture.
Dated:
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________________
Authorized Officer<PAGE>
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ____________ Custodian _______________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee ____________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________________________________________________________
_______________________________________________________________
the within Note of Associates First Capital Corporation and all rights
thereunder, hereby irrevocably constituting and appointing
______________________________________________ Attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.
Dated: ___________________________
_____________________________________
_____________________________________
Notice:
The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.
