<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1998
REGISTRATION NO. 333-
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-55851
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT AND POST-EFFECTIVE AMENDMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
ASSOCIATES FIRST CAPITAL TRUST I
ASSOCIATES FIRST CAPITAL TRUST II
ASSOCIATES FIRST CAPITAL TRUST III
ASSOCIATES FIRST CAPITAL CORPORATION (Exact name of each registrant as specified in its
(Exact name of registrant as specified in charter) Trust Agreement)
DELAWARE DELAWARE
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization of each registrant)
06-0876639 EACH TO BE APPLIED FOR
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
C/O ASSOCIATES FIRST CAPITAL CORPORATION
250 EAST CARPENTER FREEWAY 250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729 IRVING, TEXAS 75062-2729
972-652-4000 972-652-4000
(Address, including zip code, and telephone number, (Address, including zip code, and telephone number,
including including
area code, of registrant's principal executive area code, of registrant's principal executive
offices) offices)
</TABLE>
CHESTER D. LONGENECKER, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
250 EAST CARPENTER FREEWAY
IRVING, TX 75062-2729
972-652-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
<TABLE>
<S> <C>
DAVID P. BICKS, ESQ. TIMOTHY M. HAYES, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. 250 EAST CARPENTER FREEWAY
125 WEST 55TH STREET IRVING, TX 75062-2729
NEW YORK, NY 10019
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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, 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
<TABLE>
<CAPTION>
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TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED(1)(2) PRICE PER UNIT(3) OFFERING PRICE(2)(3) REGISTRATION FEE(3)(4)
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<S> <C> <C> <C> <C>
Securities of Associates First
Capital Corporation:
Debt Securities
Preferred Stock, par value $.01 per
share
Depositary Shares
Class A Common Stock, par value
$.01 per share(5)
Warrants
Stock Purchase Contracts
Stock Purchase Units
Preferred Securities of Associates
First Capital Trust I
Preferred Securities of Associates
First Capital Trust II
Preferred Securities of Associates
First Capital Trust III
Guarantees of Preferred Securities of
Associates First Capital Trust I,
Associates First Capital Trust II
and Associates First Capital Trust
III by Associates First Capital
Corporation(6)
Total $6,500,000,000 $6,500,000,000 $1,917,500
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</TABLE>
(1) Such indeterminate number or amount of Debt Securities, Preferred Stock,
Depositary Shares, Class A Common Stock, Warrants, Stock Purchase Contracts
and Stock Purchase Units of Associates First Capital Corporation and
Preferred Securities of Associates First Capital Trust I, Associates First
(Continued on next page)
(Continued from previous page)
Capital Trust II and Associates First Capital Trust III, as may from time to
time be issued at indeterminate prices. Junior Subordinated Debt Securities
may be issued
(Continued on next page)
<PAGE> 2
(Continued from previous page)
and sold to Associates First Capital Trust I, Associates First Capital Trust
II and Associates First Capital Trust III, in which event such Junior
Subordinated Debt Securities may later be distributed to the holders of
Preferred Securities upon a dissolution of Associates First Capital Trust I,
Associates First Capital Trust II and Associates First Capital Trust III and
the distribution of the assets thereof. Securities registered hereunder (the
"Securities") may be sold separately, together or as units with other
Securities registered hereunder.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
or foreign currency units as shall result in an aggregate initial offering
price for all securities of $6,500,000,000. If any Debt Securities are
issued as original issue discount, such greater amount as may result in the
initial offering price for Securities aggregating $6,500,000,000. In
addition, this Registration Statement includes such presently indeterminate
number of Securities as may be issuable from time to time upon conversion or
exchange of the Securities being registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended
("Securities Act"). Accordingly, the table does not specify by each class
information as to the amount to be registered or the proposed maximum
offering price per unit.
(4) Does not include certain securities of Associates First Capital Corporation
covered by Registration Statement No. 333-55851 being carried over to this
Registration Statement or the registration fee previously paid with respect
to such securities.
(5) The Class A Common Stock includes associated Preferred Stock purchase rights
which are not exercisable prior to the occurrence of certain events. Such
rights initially are attached to and trade with the Class A Common Stock. No
separate consideration will be received for such rights and any value will
be reflected in the price of any Class A Common Stock offered hereby.
(6) Associates First Capital Corporation is also registering under this
registration statement all other obligations that it may have with respect
to Preferred Securities issued by Associates First Capital Trust I,
Associates First Capital Trust II and Associates First Capital Trust III. No
separate consideration will be received for any Guarantee or any other such
obligations.
Pursuant to Rule 429 under the Securities Act, the Prospectus included in
this Registration Statement also relates to $1,000,000,000 of securities
registered and remaining unissued under Registration Statement No. 333-55851
previously filed by Associates First Capital Corporation, with respect to which
the filing fee has previously been paid to the Commission. Such Registration
Statement is accordingly amended to reflect the information contained herein,
including the addition of Associates First Capital Trust I, Associates First
Capital Trust II and Associates First Capital Trust III.
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> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED SEPTEMBER 4, 1998
PROSPECTUS
$7,500,000,000
[ASSOCIATES FIRST CAPITAL CORPORATION LOGO]
DEBT SECURITIES, PREFERRED STOCK,
CLASS A COMMON STOCK, WARRANTS,
STOCK PURCHASE CONTRACTS AND
STOCK PURCHASE UNITS
------------------------
ASSOCIATES FIRST CAPITAL TRUST I
ASSOCIATES FIRST CAPITAL TRUST II
ASSOCIATES FIRST CAPITAL TRUST III
PREFERRED SECURITIES FULLY AND UNCONDITIONALLY GUARANTEED,
AS DESCRIBED HEREIN, BY
ASSOCIATES FIRST CAPITAL CORPORATION
Associates First Capital Corporation, a Delaware corporation (the
"Company"), may offer and sell from time to time, together or separately, (i)
its unsecured debt securities ("Debt Securities"), which may be senior (the
"Senior Debt Securities"), subordinated (the "Subordinated Debt Securities"), or
junior subordinated (the "Junior Subordinated Debt Securities") in priority of
payment, (ii) shares of its preferred stock, par value $.01 per share, which may
be represented by depositary shares as described herein (the "Preferred Stock"),
(iii) shares of its Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), (iv) warrants (the "Warrants") to purchase any of the foregoing
Debt Securities, Preferred Stock and Class A Common Stock, (v) stock purchase
contracts ("Stock Purchase Contracts") to purchase shares of Class A Common
Stock or (vi) stock purchase units ("Stock Purchase Units"), each representing
ownership of a Stock Purchase Contract and any of (x) Debt Securities, (y) debt
obligations of third parties, including U.S. Treasury Securities, or (z)
Preferred Securities (as defined below) of an Associates Trust (as defined
below), securing the holder's obligation to purchase Class A Common Stock under
the Stock Purchase Contract. The Debt Securities, the Preferred Stock, the Class
A Common Stock, the Warrants, the Stock Purchase Contracts and the Stock
Purchase Units, together with the Preferred Securities and the related
Guarantees (each as defined below), are collectively referred to herein as the
"Securities." The Securities may be offered in one or more separate classes or
series, in amounts, at prices and on terms to be determined at the time of the
offering thereof and to be set forth in a supplement or supplements to this
Prospectus (a "Prospectus Supplement"). The Securities may be sold for U.S.
dollars, foreign currencies or foreign currency units, and the Securities may be
payable in U.S. dollars, foreign currencies or foreign currency units.
Associates First Capital Trust I, Associates First Capital Trust II, and
Associates First Capital Trust III, each a statutory business trust created
under the laws of the State of Delaware (each, an "Associates Trust," and
collectively, the "Associates Trusts"), may severally offer preferred securities
(the "Preferred Securities") representing undivided beneficial ownership
interests in the assets of such Associates Trust. The Company will be the owner
of the common securities (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities") of each Associates Trust. The
payment of periodic cash distributions ("Distributions") with respect to
Preferred Securities of each of the Associates Trusts out of monies held by the
Property Trustee (as defined herein) of each of the Associates Trusts and
payments on liquidation of each Associates Trust and on redemption of Preferred
Securities of such Associates Trust, will be guaranteed by the Company as and to
the extent described herein (each, a "Guarantee"). See "Description of
Guarantees." The Company's obligation under each Guarantee is an unsecured
obligation of the Company and will rank subordinate and junior in right of
payment to all Superior Indebtedness (as defined herein) and Subordinated
Indebtedness (as defined herein) of the Company. Except as otherwise provided in
the applicable Prospectus Supplement, (i) concurrently with the issuance by an
Associates Trust of its Preferred Securities, such Associates Trust will invest
the proceeds thereof and any contributions made in respect of the Common
Securities in a corresponding series of the Company's Junior Subordinated Debt
Securities (the "Corresponding Junior Subordinated Debt Securities") with terms
directly corresponding to the terms of that Associates Trust's Preferred
Securities (the "Related Preferred Securities"), (ii) the Corresponding Junior
Subordinated Debt Securities will be the sole assets of each Associates Trust,
and (iii) payments under the Corresponding Junior Subordinated Debt Securities
will be the only revenue of each Associates Trust. The Company may redeem the
Corresponding Junior Subordinated Debt Securities (and cause the redemption of
Trust Securities) or may dissolve each Associates Trust and, after satisfaction
of creditors of such Associates Trusts as provided by applicable law, cause the
Corresponding Junior Subordinated Debt Securities to be distributed to the
holders of Preferred Securities in liquidation of their interests in the
applicable Associates Trust in certain circumstances. See "Description of
Preferred Securities -- Liquidation Distribution Upon Dissolution."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of Securities
unless accompanied by a Prospectus Supplement
The date of this Prospectus is September , 1998
<PAGE> 4
The specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the accompanying Prospectus Supplement or
Supplements, together with the terms of the offering of any such Securities, the
initial price thereof and the net proceeds from the sale thereof. The Prospectus
Supplement will also set forth with respect to the particular Securities
offered, certain terms thereof, including, where applicable, (i) in the case of
Debt Securities, the designation, aggregate principal amount, authorized
denominations and priority thereof, the currency, currencies or currency units
for which the Debt Securities may be purchased and the currency, currencies or
currency units in which the principal of and any interest on such Debt
Securities may be payable, the date on which such Debt Securities will mature,
the rate per annum at which such Debt Securities will bear interest, if any, or
the method of determination of such rate, the dates on which such interest, if
any, will be payable, the deferral of payment of any interest, any conversion or
exchange provisions, any redemption or sinking fund provisions and any
additional or other rights, preferences, privileges, limitations and
restrictions relating to such Debt Securities, (ii) in the case of Preferred
Stock, the specific designation, number of shares or fractional interests
therein and any dividend, liquidation, redemption, exchange, voting, conversion
and other rights, preferences and privileges, (iii) in the case of Class A
Common Stock, the aggregate number of shares offered and market price and
dividend information, (iv) in the case of the Warrants, the Debt Securities, the
Preferred Stock or Class A Common Stock, respectively, for which each such
Warrant is exercisable and the exercise price, duration, detachability and other
terms of the Warrants, (v) in the case of Stock Purchase Contracts, the
designation and number of shares of Class A Common Stock issuable thereunder,
the purchase price of the Class A Common Stock, the date or dates on which the
Class A Common Stock is required to be purchased by the holders of the Stock
Purchase Contracts and any periodic payments required to be made by the Company
to the holders of the Stock Purchase Contracts or vice versa, (vi) in the case
of Stock Purchase Units, the specific terms of the Stock Purchase Contracts and
any Debt Securities or debt obligations of third parties or Preferred Securities
of an Associates Trust securing the holders' obligation to purchase the Class A
Common Stock under the Stock Purchase Contracts, the ability of a holder of such
Stock Purchase Units to settle early the underlying Stock Purchase Contract by
delivering cash in exchange for the underlying collateral and, if applicable,
whether the Company will issue to such holder a Prepaid Stock Purchase Contract
(as defined herein) as a result of such early settlement and the specific terms
of the Prepaid Stock Purchase Contract and (vii) in the case of Preferred
Securities of an Associates Trust, the specific designation, number of
securities, liquidation amount per security, any listing on a securities
exchange, distribution rate (or method of calculation thereof), dates on which
distributions shall be payable and dates from which distributions shall accrue,
voting rights, if any, terms for any conversion or exchange into other
securities, any redemption or sinking fund provisions, any other rights,
preferences, privileges, limitations or restrictions relating to the Preferred
Securities and the terms upon which the proceeds of the sale of the Preferred
Securities shall be used to purchase a specific series of Corresponding Junior
Subordinated Debt Securities of the Company. The Prospectus Supplement will also
contain information, where applicable, about certain United States Federal
income tax considerations relating to the Securities described in the Prospectus
Supplement. All or a portion of the Securities may be issued in permanent or
temporary global form (each a "Global Security").
The aggregate initial offering price of all Securities shall not exceed
$7,500,000,000 (or, if any Securities are issued (i) with any initial offering
price denominated in a foreign currency or currency unit, such amount as shall
result in aggregate gross proceeds equivalent to $7,500,000,000 at the time of
initial offering or (ii) at an original issue discount, such greater amount as
shall result in aggregate gross proceeds of $7,500,000,000).
The Securities may be sold through underwriters or dealers or may be sold
by the Company and/or each Associates Trust directly or through agents
designated from time to time. The names of any underwriters or agents involved
in the sale of the Securities in respect to which this Prospectus is being
delivered and their compensation will be set forth in the Prospectus Supplement.
2
<PAGE> 5
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Chicago, Illinois 60661; and
Seven World Trade Center, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the
Commission maintains a Website that contains reports, and other information
regarding registrants that file electronically, such as the Company. The address
of the Commission's Website is http://www.sec.gov. The Company's Class A Common
Stock is listed on the New York Stock Exchange (the "Exchange"), and the
aforementioned reports and other information concerning the Company may be
inspected at the offices of the Exchange, 20 Broad Street, New York, New York
10005.
The Company and the Associates Trusts have filed with the Commission a
Registration Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the securities offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement and the exhibits and the financial statements, notes
and schedules filed as a part thereof or incorporated by reference therein,
which may be inspected at the public reference facilities of the Commission, at
the addresses set forth above. Statements made in this Prospectus concerning the
contents of any documents referred to herein are not necessarily complete, and
in each instance are qualified in all respects by reference to the copy of such
document filed as an exhibit to the Registration Statement.
No separate financial statements of the Associates Trusts have been
included herein. The Company and the Associates Trusts do not consider that such
financial statements would be material to holders of the Preferred Securities
because (i) all of the voting securities of the Associates Trusts will be owned,
directly or indirectly, by the Company, a reporting company under the Exchange
Act, (ii) each Associates Trust is a newly formed special purpose entity, has no
operating history or independent operations and is not engaged in and does not
propose to engage in any activity other than holding as trust assets the
Corresponding Junior Subordinated Debt Securities of the Company and issuing the
Trust Securities, and (iii) the Company's obligations described herein and in
any accompanying Prospectus Supplement, through the applicable Guarantee, the
applicable Trust Agreement, the Junior Subordinated Debt Securities, the Junior
Subordinated Indenture and any supplemental indentures thereto, taken together,
constitute a full, irrevocable and unconditional guarantee by the Company of
payments due on the Preferred Securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents constitutes
such guarantee. It is only the combined operation of these documents that has
the effect of providing a full, irrevocable and unconditional guarantee of the
Associates Trust's obligations under the Preferred Securities. See "The
Associates Trusts," "Description of Preferred Securities," "Description of the
Debt Securities -- Subordinated Debt Securities and Junior Subordinated Debt
Securities -- Subordination" and "Description of Guarantees."
3
<PAGE> 6
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, its Quarterly Reports for the periods ended March 31, 1998 and June
30, 1998, its Current Reports on Form 8-K dated January 20, 1998, February 10,
1998, February 12, 1998, March 2, 1998, March 3, 1998, March 19, 1998, April 8,
1998, April 13, 1998, April 14, 1998, April 20, 1998, June 18, 1998, July 14,
1998, August 11, 1998 and August 31, 1998 and the description of its Class A
Common Stock in its Registration Statement on Form 8-A dated February 23, 1996,
filed with the Commission pursuant to the Exchange Act, are hereby incorporated
by reference. All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing such documents.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request by such person, a copy of
any or all of the documents described above, other than exhibits to such
documents. Requests should be addressed to: Associates First Capital
Corporation, P.O. Box 660237, Dallas, TX 75266-0237, Attention: Secretary (tel.
972-652-4000).
------------------------
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$", "dollars" or
"U.S.$").
4
<PAGE> 7
THE COMPANY
Associates First Capital Corporation, a Delaware corporation (the
"Company"), is a leading, diversified consumer and commercial finance
organization which provides finance, leasing and related services to individual
consumers and businesses in the United States and internationally. Associates
Corporation of North America ("ACONA"), a wholly-owned subsidiary, is the
principal U.S.-based operating subsidiary of the Company. Unless the context
otherwise requires, reference to the Company includes the Company and all its
subsidiaries.
In October 1989, Ford Motor Company ("Ford") acquired the Company. In May
1996, the Company made an initial public offering of 67 million shares of its
Class A Common Stock, representing a 19.3% interest in the Company. In
connection with the initial public offering, the Company issued 23,603,669
shares of Class A Common Stock to Ford in consideration for the Company's
acquisition of the Company's foreign operations, which the Company had
previously managed but not owned. In addition, the Company recharacterized the
remaining shares of common stock Ford owned into 255,881,180 shares of Class B
Common Stock, par value $.01 per share (the "Class B Common Stock") (the Class A
Common Stock and the Class B Common Stock is collectively referred to herein as
the "Common Stock"). Ford continued to own this controlling interest in the
Company's Common Stock until April 1998, when Ford converted its holdings of
Class B Common Stock into Class A Common Stock and distributed its entire
interest in the Company in the form of a dividend to its stockholders (the "Spin
Off"). Accordingly, the Company is no longer a subsidiary of Ford.
The Company's consumer finance operations consist of a variety of
specialized consumer financing products and services, including home equity
lending, personal lending, retail sales finance and credit cards. The Company's
commercial finance operations primarily provide retail financing, leasing and
wholesale financing for heavy-duty and medium-duty trucks and truck trailers,
construction, material handling and other industrial and communications
equipment, manufactured housing, recreational vehicle, and auto fleet leasing
and other commercial products and services. As part of its consumer finance and
commercial finance activities, the Company makes available to its customers
credit-related and other insurance products.
At December 31, 1997, the Company had aggregate net finance receivables of
$55.2 billion, approximately 91% of which were dispersed across the United
States and the remaining 9% of which were in foreign countries. The Company's
operations outside the United States are conducted principally in Canada and
Japan, but also include operations in the United Kingdom, Puerto Rico, Mexico,
Costa Rica and Taiwan.
At December 31, 1997, the Company had 2,265 offices worldwide. The
principal executive offices of the Company are located at 250 East Carpenter
Freeway, Irving, TX 75062-2729, and its mailing address is P.O. Box 660237,
Dallas, TX 75266-0237 (tel. 972-652-4000).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of the Company for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30,
- -------------------------------- ----------------
1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C>
1.57 1.61 1.55 1.57 1.59 1.59
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, the term
"earnings" represents earnings before provision for income taxes, and cumulative
effect of changes in accounting principles, plus fixed charges. "Fixed charges"
represent interest expense and a portion of rentals representative of an
implicit interest factor for such rentals.
5
<PAGE> 8
THE ASSOCIATES TRUSTS
Each Associates Trust is a statutory business trust created under Delaware
law pursuant to (i) a trust agreement executed by the Company, as sponsor of
such Associates Trust, and the Issuer Trustees (as defined herein) of such
Associates Trust and (ii) a certificate of trust filed with the Delaware
Secretary of State. Each trust agreement will be amended and restated in its
entirety (each, as so amended and restated, a "Trust Agreement") substantially
in the form filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. Each Trust Agreement will be qualified as an indenture
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Each Associates Trust exists for the exclusive purposes of (i) issuing and
selling its Trust Securities, (ii) using the proceeds from the sale of such
Trust Securities to acquire a series of Corresponding Junior Subordinated Debt
Securities issued by the Company and (iii) engaging in only those other
activities necessary, convenient or incidental thereto.
All of the Common Securities of each Associates Trust will be owned by the
Company. The Common Securities of an Associates Trust will rank pari passu, and
payments will be made thereon pro rata, with the Preferred Securities of such
Associates Trust, except that upon the occurrence and continuance of a Trust
Event of Default (as defined herein) resulting from an Event of Default with
respect to Corresponding Junior Subordinated Debt Securities, the rights of the
Company as holder of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or otherwise will be
subordinated to the rights of the holders of the Preferred Securities of such
Associates Trust. See "Description of Preferred Securities -- Subordination of
Common Securities." The Company will acquire Common Securities in an aggregate
liquidation amount equal to not less than 3% of the total capital of each
Associates Trust.
Unless otherwise specified in the applicable Prospectus Supplement, each
Associates Trust has a term of approximately 50 years, but may dissolve earlier
as provided in the applicable Trust Agreement. Each Associates Trust's business
and affairs are conducted by its trustees, each appointed by the Company as
holder of the Common Securities. Unless otherwise specified in the applicable
Prospectus Supplement, the trustees for each Associates Trust will be The Chase
Manhattan Bank, as the Property Trustee (the "Property Trustee"), Chase
Manhattan Bank Delaware, as the Delaware Trustee (the "Delaware Trustee"), and
two individual trustees (the "Administrative Trustees") who are employees or
officers of or affiliated with the Company (collectively, the "Issuer
Trustees"). The Chase Manhattan Bank, as Property Trustee, will act as sole
indenture trustee under each Trust Agreement for purposes of compliance with the
Trust Indenture Act. The Chase Manhattan Bank will act as trustee under the
Guarantees and the Junior Subordinated Indenture (as defined herein). See
"Description of Guarantees" and "Description of Debt Securities -- Subordinated
Debt Securities and Junior Subordinated Debt Securities -- Subordination." The
holder of the Common Securities of an Associates Trust, or the holders of a
majority in liquidation preference of the related Preferred Securities if a
Trust Event of Default resulting from an Event of Default with respect to
Corresponding Junior Subordinated Debt Securities for such Associates Trust has
occurred and is continuing, will be entitled to appoint, remove or replace the
Property Trustee and/or the Delaware Trustee for such Associates Trust. In no
event will the holders of the Preferred Securities have the right to vote to
appoint, remove or replace the Administrative Trustees; such voting rights are
vested exclusively in the holder of the Common Securities. The duties and
obligations of each Issuer Trustee are governed by the applicable Trust
Agreement. Pursuant to the applicable Junior Subordinated Indenture, the
Company, as borrower, will pay all fees and expenses related to each Associates
Trust and the offering of the Preferred Securities and will pay, directly or
indirectly, all ongoing costs, expenses and liabilities of each Associates
Trust.
The principal executive office of each Associates Trust is 250 East
Carpenter Freeway, Irving, Texas 75062 and its telephone number is (972)
652-4000.
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APPLICATION OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities will be added
to the general funds of the Company to be applied to fund investments in, or
extensions of credit to, its subsidiaries; to reduce other outstanding
indebtedness; to fund acquisitions by the Company and its subsidiaries of other
companies or finance receivables; or for such other purposes as may be set forth
in the Prospectus Supplement. Pending such application, such net proceeds may be
temporarily invested or applied to the reduction of short-term debt. The Company
expects from time to time to continue to incur short-term and long-term debt and
to effect other financings, the amounts of which cannot now be determined. Each
Associates Trust will use all proceeds received from the sale of its Trust
Securities to purchase Junior Subordinated Debt Securities of the Company.
DESCRIPTION OF THE DEBT SECURITIES
GENERAL
The Debt Securities will constitute senior, subordinated or junior
subordinated debt of the Company. The Debt Securities will be issued under one
or more separate indentures described below for Senior Debt Securities (each, a
"Senior Indenture"), Subordinated Debt Securities (each, a "Subordinated
Indenture") or Junior Subordinated Debt Securities (each, a "Junior Subordinated
Indenture"), in each case between the Company and a banking institution
organized under the laws of the United States of America or of any State thereof
(each, an "Indenture Trustee"). The Senior Indentures, the Subordinated
Indentures and the Junior Subordinated Indentures are hereinafter collectively
referred to as the "Indentures." The following summary of certain provisions of
the Indentures does not purport to be complete and is qualified in its entirety
by reference to the applicable Indenture, which is filed as an exhibit to the
Registration Statement. All article and section references appearing herein are
to articles and sections of the applicable Indenture, and all capitalized terms
have the meanings specified in such Indenture.
The Company is principally a holding company whose primary sources of funds
are cash received from subsidiaries in the form of dividends and other
intercompany transfers of funds. Dividend distributions to the Company from
ACONA are currently subject to a restriction contained in one public issue of
debt maturing on March 15, 1999, which generally limits payments of cash
dividends on ACONA's common stock in any year to not more than 50% of
consolidated net earnings for such year, subject to certain exceptions. As a
holding company, the rights of any creditors of the Company to participate in
the assets of any subsidiary upon the latter's liquidation or recapitalization
will be subject to the prior claims of the subsidiary's creditors, except to the
extent that the Company may itself be a creditor with recognized claims against
the subsidiary. Accordingly, all Debt Securities will effectively be
subordinated to all existing and future obligations of the Company's
subsidiaries. At June 30, 1998, such liabilities of the Company's subsidiaries
aggregated $51.9 billion, representing 95.1% of the aggregate indebtedness of
the Company and its consolidated subsidiaries. In addition, as of June 30, 1998,
approximately $5.6 billion of existing indebtedness of the Company would have
ranked pari passu with the Senior Debt Securities and senior to the Subordinated
Debt Securities and the Junior Subordinated Debt Securities and there was no
existing indebtedness of the Company that would have ranked pari passu with the
Subordinated Debt Securities and senior to the Junior Subordinated Debt
Securities.
None of the Indentures limits the amount of Debt Securities which may be
issued thereunder, and each Indenture provides that Debt Securities may be
issued thereunder up to the aggregate principal amount authorized from time to
time by the Company and may be denominated in any currency or currency unit
designated by the Company. The Indentures do not restrict the amount of debt
that may be incurred by the Company or any subsidiary. The Indentures do not
contain any covenant or other provision that is specifically intended to afford
any Holder special protection in the event of highly leveraged transactions or
any other transactions resulting in a decline in the ratings or credit quality
of the Company. Reference is made to the Prospectus Supplement which accompanies
this Prospectus for the following terms and other information to the extent
applicable with respect to the Debt Securities being offered thereby: (i) the
designation, aggregate
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<PAGE> 10
principal amount, authorized denominations and priority of such Debt Securities;
(ii) the percentage of the principal amount at which such Debt Securities will
be issued; (iii) the currency, currencies or currency units for which the Debt
Securities may be purchased and the currency, currencies or currency units in
which the principal of and any interest on such Debt Securities may be payable;
(iv) the date on which such Debt Securities will mature; (v) the rate per annum
at which such Debt Securities will bear interest, if any, or the method of
determination of such rate; (vi) the dates on which such interest, if any, will
be payable; (vii) the deferral of payment of any interest, (viii) any conversion
or exchange provisions; (ix) whether such Debt Securities are to be issued in
whole or in part in the form of one or more Global Securities and, if so, the
identity of a depositary (the "Depositary") for such Global Security or
Securities; (x) any redemption or sinking fund provisions; and (xi) any
additional or other rights, preferences, privileges, limitations and
restrictions relating to such Debt Securities.
If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Securities and such currencies or currency units
will be set forth in the Prospectus Supplement relating thereto.
The Debt Securities may be issued in fully registered form without coupons
("Fully Registered Securities"), or in a form registered as to principal only
with coupons or in bearer form with coupons. Unless otherwise specified in the
Prospectus Supplement, the Debt Securities will be only Fully Registered
Securities (sec.sec.3.01, 3.02). In addition, Debt Securities of a series may be
issuable in the form of one or more Global Securities, which will be denominated
in an amount equal to all or a portion of the aggregate principal amount of such
Debt Securities (sec.2.04). See "Global Debt Securities" below.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. United States federal
income tax consequences and special considerations applicable to any such series
will be described in the Prospectus Supplement relating thereto.
CONVERSION AND EXCHANGE
The terms, if any, on which Debt Securities of any series will be
convertible into or exchangeable for Class A Common Stock, Preferred Stock,
Preferred Securities or other securities or the property, cash or obligations or
a combination of any of the foregoing, will be summarized in the Prospectus
Supplement relating to such series. Such terms may include provisions for
conversion or exchange, either on a mandatory basis, at the option of the holder
or at the option of the Company. The number of shares of Class A Common Stock,
Preferred Stock, Preferred Securities or other securities or the property, cash
or obligations to be received by the holders of the Debt Securities upon
conversion or exchange, will be calculated according to the factors and at such
time as are summarized in the related Prospectus Supplement.
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, the Depositary identified in the Prospectus Supplement relating to such
series. Unless and until it is exchanged in whole or in part for Debt Securities
in individually certificated form, a Global Security may not be transferred
except as a whole to a nominee of the Depositary for such Global Security, or by
a nominee of such Depositary to such Depositary, or to a successor of such
Depositary or a nominee of such successor (sec.2.04).
For a description of the depositary arrangements, see "Book-Entry
Issuance." Any additional terms of the depositary arrangement with respect to
any series of Debt Securities and the rights of and limitations on owners of
beneficial interests in a Global Security representing all or a portion of a
series of Debt Securities may be described in the Prospectus Supplement relating
to such series.
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CERTAIN RESTRICTIVE PROVISIONS
None of the Indentures limits the amount of other debt which may be issued
by the Company or the amount of dividends or other payments which may be paid
with respect to, or the redemption or acquisition of, its equity securities by
the Company or its subsidiaries, but each Indenture contains a covenant that
neither the Company nor any Finance Subsidiary or Insurance Subsidiary will
create or incur any mortgage, pledge, or charge of any kind on any of its
properties unless effective provision has been made for securing payments on the
Debt Securities equally and ratably with the obligations so secured, except for:
intercompany mortgages or pledges from subsidiary to parent corporation or to
any other Finance Subsidiary or Insurance Subsidiary; purchase money liens or
leases; acquisitions of subsidiaries, the physical properties or assets of which
are subject to liens; liens created in the ordinary course of business by
subsidiaries for money borrowed if such subsidiaries operate in foreign
countries or prior to becoming a subsidiary had borrowed on a secured basis;
sale and leaseback arrangements upon any real property; renewals or refundings
of any of the foregoing; and certain other minor exceptions. Notwithstanding the
foregoing, the Company or any such subsidiary may incur mortgages, pledges,
encumbrances, liens or charges on indebtedness that would be otherwise
prohibited if the aggregate amount of indebtedness secured by such mortgages,
pledges, encumbrances, liens or charges, together with all other indebtedness
of, or guaranteed by, the Company and any such subsidiaries existing at such
time and secured by mortgages, pledges, encumbrances, liens or charges not
expressly excepted, does not at the time exceed 15% of the Company's
consolidated net worth. Each Indenture also contains a covenant restricting
certain transactions by the Company or its subsidiaries with any Controlling
Person or Controlling Person Subsidiary (sec.6.02).
MODIFICATION OF INDENTURES
From time to time, the Company and the applicable Indenture Trustee may,
without the consent of the holders of any series of Debt Securities, amend or
supplement the Indentures for specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies (provided that any such action
does not materially adversely affect the interest of the holders of any series
of Debt Securities or, in the case of Corresponding Junior Subordinated Debt
Securities, the holders of the Related Preferred Securities as long as they
remain outstanding). Pursuant to each Indenture, the rights and obligations of
the Company and the rights of the Holders may be modified with respect to one or
more series of Debt Securities issued under such Indenture with the consent of
the Holders of not less than 66 2/3% in principal amount of the Outstanding Debt
Securities of each such series affected by the modification or amendment. No
modification of the terms of payment of principal or interest, and no
modification reducing the percentage required for modification is effective
against any Holder without his consent. No modification of the Senior Indentures
subordinating the indebtedness evidenced by any series of Senior Debt Securities
issued thereunder to any other indebtedness of the Company is effective against
any Holder of a Senior Security issued thereunder without his consent, and no
modification of the Subordinated Indentures or the Junior Subordinated
Indentures subordinating the indebtedness evidenced by any series of
Subordinated Debt Securities or Junior Subordinated Debt Securities, as
applicable, issued thereunder to any indebtedness of the Company other than, in
the case of Subordinated Debt Securities, Superior Indebtedness or, in the case
of Junior Subordinated Debt Securities, Superior Indebtedness and/or
Subordinated Indebtedness is effective against any Holder of Subordinated Debt
Securities or Junior Subordinated Debt Securities, as applicable, without his
consent. In addition, in the case of Corresponding Junior Subordinated Debt
Securities, so long as any of the Related Preferred Securities remain
outstanding, no modification of the applicable Junior Subordinated Indenture may
be made that adversely affects the holders of such Preferred Securities in any
material respect, and no termination of such Junior Subordinated Indenture may
occur, and no waiver of any Event of Default with respect to such Corresponding
Junior Subordinated Debt Securities or compliance with any covenant under the
Junior Subordinated Indenture may be effective, without the prior consent of
66 2/3% of the aggregate liquidation preference of such Related Preferred
Securities, provided, that where consent under the applicable Junior
Subordinated Indenture is not effective against any Holder without his consent,
no such consent shall be given by the Property Trustee without the prior consent
of each holder of Related Preferred Securities. For the purpose of these
provisions, a holder of an unexpired Warrant shall be deemed to be the Holder of
the principal amount of Debt Securities issuable upon exercise of such Warrant
(sec.sec.6.03, 12.01). See "-- Certain Provisions Relating to Corresponding
Junior Subordinated Debt Securities."
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EVENTS OF DEFAULT
Each Indenture provides that the following are Events of Default with
respect to any series of Debt Securities issued thereunder: default in the
payment of the principal of any Debt Security of such series when and as the
same shall be due and payable; default in making a sinking fund payment, if any,
when and as the same shall be due and payable by the terms of the Debt
Securities of such series; default for 30 days in the payment of any installment
of interest on any Debt Security of such series; default for 60 days after
notice in the performance of any other covenant in respect of the Debt
Securities of such series contained in the Indenture; certain events of
bankruptcy, insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Company or its property; default for 30 days in the
payment of any installment of interest on any evidence of indebtedness
(including any other series of Debt Securities issued under the same Indenture)
issued, assumed or guaranteed by the Company or default in the payment of any
principal of any such evidence of indebtedness; and any other Event of Default
provided in the applicable Board Resolution or supplemental indenture under
which such series of Debt Securities is issued (sec.8.01). An Event of Default
with respect to a particular series of Debt Securities issued under an Indenture
does not necessarily constitute an Event of Default with respect to any other
series of Debt Securities issued under such Indenture. The appropriate Indenture
Trustee may withhold notice to the Holders of any series of Debt Securities of
any default with respect to such series (except in the payment of principal or
interest) if it considers such withholding in the interests of such Holders.
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the appropriate Indenture Trustee or the
Holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series may declare the principal, or in the case of
discounted Debt Securities, such portion thereof as may be described in the
Prospectus Supplement accompanying this Prospectus, of all the Debt Securities
of such series to be due and payable immediately, and, in the case of
Corresponding Junior Subordinated Debt Securities, should the Trustee under the
Junior Subordinated Indenture or such holders of such Corresponding Junior
Subordinated Debt Securities fail to make such declaration, the holders of at
least 25% in aggregate liquidation preference of the Related Preferred
Securities shall have such right. (sec.8.01).
If an Event of Default with respect to any series of Corresponding Junior
Subordinated Debt Securities shall have occurred and be continuing, the Property
Trustee will have the right to declare the principal, or in the case of
discounted Corresponding Junior Subordinated Debt Securities, such portion
thereof as may be described in the applicable Prospectus Supplement, of all the
Debt Securities of such series to be due and payable immediately and to enforce
its other rights as a creditor with respect to such Corresponding Junior
Subordinated Debt Securities.
Within four months after the close of each fiscal year, the Company must
file with each Indenture Trustee a certificate, signed by specified officers,
stating whether or not such officers have knowledge of any default, and, if so,
specifying each such default and the nature thereof (sec.6.02).
Subject to provisions relating to its duties in case of default, an
Indenture Trustee shall be under no obligation to exercise any of its rights or
powers under the applicable Indenture at the request, order or direction of any
Holders, unless such Holders shall have offered to such Indenture Trustee
reasonable indemnity (sec.9.03). Subject to such provisions for indemnification,
the Holders of a majority in principal amount of the Debt Securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the appropriate Indenture Trustee, or exercising any
trust or power conferred upon such Indenture Trustee, with respect to the Debt
Securities of such series (sec.8.06).
See "-- Certain Provisions Relating to Corresponding Junior Subordinated
Debt Securities."
PAYMENT AND TRANSFER
Principal of, premium, if any, and interest, if any, on Fully Registered
Securities are to be payable at the Corporate Trust Office of the Indenture
Trustee under the applicable Indenture or any other office maintained by the
Company for such purposes, provided that payment of interest, if any, will be
made, unless otherwise provided in the applicable Prospectus Supplement, by
check mailed to the persons in whose names such Securities are registered at the
close of business on the day or days specified in the Prospectus Supplement
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accompanying this Prospectus (sec.sec.3.08, 3.11). The principal of, premium, if
any, and interest, if any, on Debt Securities in other forms will be payable in
such manner and at such place or places as may be designated by the Company and
specified in the applicable Prospectus Supplement (sec.3.11).
Fully Registered Securities may be transferred or exchanged at the
Corporate Trust Office of the Indenture Trustee under the applicable Indenture
or at any other office or agency maintained by the Company for such purposes,
subject to the limitations in the applicable Indenture, without the payment of
any service charge except for any tax or governmental charge incidental thereto.
Provisions with respect to the transfer and exchange of Debt Securities in other
forms will be set forth in the applicable Prospectus Supplement (sec.3.05).
SENIOR DEBT SECURITIES -- SUPERIOR INDEBTEDNESS
The Senior Debt Securities will constitute part of the Superior
Indebtedness of the Company and will rank pari passu with all outstanding senior
debt. The outstanding Subordinated Indebtedness and Junior Subordinated
Indebtedness have been subordinated, as to payment of principal, premium, if
any, and interest, if any, to the Senior Debt Securities.
SUBORDINATED DEBT SECURITIES AND JUNIOR SUBORDINATED DEBT
SECURITIES -- SUBORDINATION
The Subordinated Debt Securities will be subordinate and junior in right of
payment in all respects to all Superior Indebtedness of the Company and senior
in right of payment in all respects to all Junior Subordinated Indebtedness of
the Company, in each case whether outstanding at the date of the Subordinated
Indenture or incurred after such date. The Junior Subordinated Debt Securities
will be subordinate and junior in right of payment in all respects to all
Superior Indebtedness and Subordinated Indebtedness of the Company, in each case
whether outstanding at the date of the Junior Subordinated Indenture or incurred
after such date.
The term "Superior Indebtedness" is defined to mean (i) all obligations of
the Company which in accordance with generally accepted accounting principles
are classified as liabilities on the Company's balance sheet and (ii) guarantees
of, endorsements and other contingent obligations in respect of, or to purchase
or otherwise acquire, indebtedness of others, except Subordinated Indebtedness
and Junior Subordinated Indebtedness (sec.15.01 of the Subordinated Indenture).
"Subordinated Indebtedness" is defined to mean all Indebtedness of the Company
which is subordinate and junior in right of payment to Superior Indebtedness,
but does not include "Junior Subordinated Indebtedness", which is defined to be
Indebtedness subordinate and junior to Subordinated Indebtedness and Superior
Indebtedness (sec.1.01 of the Subordinated Indenture). At June 30, 1998,
Superior Indebtedness aggregated approximately $5.6 billion and there was no
Subordinated Indebtedness outstanding as of such date. The amount of additional
Superior Indebtedness and Subordinated Indebtedness which the Company may issue
is not subject to any limitation.
Upon any distribution of assets of the Company in connection with any
dissolution, winding up, liquidation or reorganization of the Company, the
holders of all Superior Indebtedness will first be entitled to receive payment
in full of principal of and interest, if any, on such Superior Indebtedness
before the Holders of Subordinated Debt Securities or Junior Subordinated Debt
Securities are entitled to receive any payment on Subordinated Debt Securities
or Junior Subordinated Debt Securities, as applicable. In the event that any
Subordinated Security is declared due and payable because of the occurrence of
an Event of Default, under circumstances when the provisions of the foregoing
sentence are not applicable, the Indenture Trustee under the Subordinated
Indenture or the Holders of Subordinated Debt Securities shall be entitled to
payment only after there shall first have been paid in full the Superior
Indebtedness outstanding at the time such Subordinated Security so becomes due
and payable because of such Event of Default (Article Fifteen of the
Subordinated Indenture).
Similarly, upon any distribution of assets of the Company in connection
with any dissolution, winding up, liquidation or reorganization of the Company,
the holders of all Subordinated Indebtedness will first be entitled to receive
payment in full of principal of and interest, if any, on such Subordinated
Indebtedness before the Holders of Junior Subordinated Debt Securities are
entitled to receive any payment on Junior Subordinated Debt Securities. In the
event that any Junior Subordinated Debt Security is declared due and payable
because of the occurrence of an Event of Default, under circumstances when the
provisions of the
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foregoing sentence are not applicable, the Indenture Trustee under the Junior
Subordinated Indenture or the Holders of Junior Subordinated Debt Securities
shall be entitled to payment only after there shall first have been paid in full
the Superior Indebtedness and the Subordinated Indebtedness outstanding at the
time such Junior Subordinated Debt Security so becomes due and payable because
of such Event of Default (Article Fifteen of the Junior Subordinated Indenture).
CERTAIN PROVISIONS RELATING TO CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES
General. The Corresponding Junior Subordinated Debt Securities may be
issued in one or more series of Junior Subordinated Debt Securities under the
Junior Subordinated Indenture with terms corresponding to the terms of a series
of Related Preferred Securities. In that event, concurrently with the issuance
of each Associates Trust's Preferred Securities, such Associates Trust will
invest the proceeds thereof and the consideration paid by the Company for the
Common Securities in a series of Corresponding Junior Subordinated Debt
Securities issued by the Company to such Associates Trust. Each series of
Corresponding Junior Subordinated Debt Securities will be in the principal
amount equal to the aggregate stated Liquidation Amount of the Related Preferred
Securities and the Common Securities of such Associates Trust and will rank pari
passu with all other series of Junior Subordinated Debt Securities. Holders of
the Related Preferred Securities for a series of Corresponding Junior
Subordinated Debt Securities will have the rights in connection with
modifications to the Junior Subordinated Indenture or upon occurrence of a Trust
Event of Default relating to Corresponding Junior Subordinated Debt Securities
described under "-- Modification of Indentures", "-- Events of Default", and
"-- Enforcement of Certain Rights by Holders of Preferred Securities," unless
provided otherwise in the Prospectus Supplement for such Related Preferred
Securities.
The Company will covenant in the Junior Subordinated Indenture as to each
series of Corresponding Junior Subordinated Debt Securities, that if and so long
as the Associates Trust which is the issuer of the related series of Trust
Securities is the holder of all such Corresponding Junior Subordinated Debt
Securities and a Tax Event in respect of such Associates Trust has occurred and
is continuing, the Company, as borrower, will pay any taxes, duties, assessments
or other governmental charges (other than United States withholding taxes) to
which the Associates Trust has become subject. The Company will also covenant,
as to each series of Corresponding Junior Subordinated Debt Securities, (i) to
maintain directly or indirectly 100% ownership of the Common Securities of the
Associates Trust to which Corresponding Junior Subordinated Debt Securities have
been issued, provided that certain successors which are permitted pursuant to
the Junior Subordinated Indenture may succeed to the Company's ownership of the
Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate any
Associates Trust, except (a) in connection with a distribution of Corresponding
Junior Subordinated Debt Securities to the holders of the Preferred Securities
in liquidation of such Associates Trust, or (b) in connection with certain
mergers, consolidations or amalgamations permitted by the related Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions of the related Trust Agreement, to cause such Associates Trust to
remain classified as a grantor trust and not as an association taxable as a
corporation for United States Federal income tax purposes.
Option to Extend Interest Payment Date. If provided in the applicable
Prospectus Supplement, the Company shall have the right at any time and from
time to time during the term of any series of Junior Subordinated Debt
Securities to defer payment of interest for such number of consecutive interest
payment periods as may be specified in the applicable Prospectus Supplement
(each, an "Extension Period"), subject to the terms, conditions and covenants,
if any, specified in such Prospectus Supplement, provided that such Extension
Period may not extend beyond the Stated Maturity of such series of Junior
Subordinated Debt Securities. Certain United States Federal income tax
consequences and special considerations applicable to any such Junior
Subordinated Debt Securities will be described in the applicable Prospectus
Supplement.
Redemption. Unless otherwise indicated in the applicable Prospectus
Supplement, the Company may, at its option, redeem the Junior Subordinated Debt
Securities of any series in whole at any time or in part from time to time.
Junior Subordinated Debt Securities may be redeemed in the denominations as set
forth in the applicable Prospectus Supplement. Except as otherwise specified in
the applicable Prospectus Supplement, the redemption price for any Junior
Subordinated Debt Security so redeemed shall equal any accrued and unpaid
interest thereon to the redemption date, plus the principal amount thereof.
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Except as otherwise specified in the applicable Prospectus Supplement, if a
Junior Subordinated Debt Security Tax Event (as defined below) or a Special
Event (as defined under "Description of Preferred Securities -- Redemption or
Exchange") in respect of the Related Preferred Securities issued by an
Associates Trust shall occur and be continuing, the Company may, at its option,
redeem the Corresponding Junior Subordinated Debt Securities at any time within
90 days of the occurrence of such Special Event, in whole but not in part,
subject to the provisions of the Junior Subordinated Indenture. The redemption
price for any Corresponding Junior Subordinated Debt Securities shall be equal
to 100% of the principal amount of such Corresponding Junior Subordinated Debt
Securities then outstanding plus accrued and unpaid interest to the date fixed
for redemption. For so long as the applicable Associates Trust is the holder of
all the outstanding series of Corresponding Junior Subordinated Debt Securities,
the proceeds of any such redemption will be used by the Associates Trust to
redeem the corresponding Trust Securities in accordance with their terms. The
Company may not redeem a series of Corresponding Junior Subordinated Debt
Securities in part unless all accrued and unpaid interest has been paid in full
on all outstanding Corresponding Junior Subordinated Debt Securities of such
series for all interest periods terminating on or prior to the Redemption Date.
"Junior Subordinated Debt Security Tax Event" means the receipt by the
Company of an opinion of counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative written decision, pronouncement, action or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which proposed change, pronouncement, action or decision
is announced on or after the date of issuance of the applicable series of Junior
Subordinated Debt Securities under the Junior Subordinated Indenture, there is
more than an insubstantial risk that interest payable by the Company on such
series of Junior Subordinated Debt Securities is not, or within 90 days of the
date of such opinion will not be, deductible by the Company, in whole or in
part, for United States Federal income tax purposes. Notice of any redemption
will be mailed at least 30 days but not more than 60 days before the redemption
date to each Holder of Junior Subordinated Debt Securities to be redeemed at its
registered address. Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest ceases to accrue on such Junior
Subordinated Debt Securities or portions thereof called for redemption.
Restrictions on Certain Payments. The Company will, unless otherwise
provided in the applicable Prospectus Supplement, covenant, as to each series of
Junior Subordinated Debt Securities, that it will not, and will not permit any
subsidiary of the Company to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Company's capital stock or (ii) make any payment of principal,
interest or premium, if any, on or repay or repurchase or redeem any debt
securities of the Company (including other Junior Subordinated Debt Securities)
that rank pari passu with or junior in interest to the Junior Subordinated Debt
Securities or make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any subsidiary of the Company if such
guarantee ranks pari passu or junior in interest to the Junior Subordinated Debt
Securities (other than (a) dividends or distributions in common stock of the
Company, (b) redemptions or purchases of any rights pursuant to the Company's
Rights Agreement, or any successor to such Rights Agreement, and the declaration
of a dividend of such rights or the issuance of stock under such plans in the
future, (c) payments under any Guarantee and (d) purchases of Class A Common
Stock related to the issuance of Class A Common Stock under any of the Company's
benefit plans for its directors, officers or employees) if at such time (A)
there shall have occurred any event of which the Company has actual knowledge
(a) that with the giving of notice or the lapse of time, or both, would
constitute an "Event of Default" under the Junior Subordinated Indenture with
respect to the Junior Subordinated Debt Securities of such series and (b) in
respect of which the Company shall not have taken reasonable steps to cure, (B)
if such Junior Subordinated Debt Securities are held by an Associates Trust
which is the issuer of a series of Related Preferred Securities, the Company
shall be in default with respect to its payment of any obligations under the
Guarantee relating to such Related Preferred Securities or (C) the Company shall
have given notice of its selection of an Extension Period as provided in the
Junior Subordinated Indenture with respect to the Junior Subordinated Debt
Securities of such series and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing.
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Enforcement of Certain Rights by Holders of Preferred Securities. If an
Event of Default with respect to a series of Corresponding Junior Subordinated
Debt Securities has occurred and is continuing and such event is attributable to
the failure of the Company to pay interest or principal on such series of Junior
Subordinated Debt Securities on the date such interest or principal is otherwise
payable, a holder of Preferred Securities may institute a legal proceeding
directly against the Company for enforcement of payment to such holder of the
principal of or interest on such Corresponding Junior Subordinated Debt
Securities having a principal amount equal to the aggregate Liquidation Amount
of the Related Preferred Securities of such holder (a "Direct Action"). The
Company may not amend the Junior Subordinated Indenture to remove the foregoing
right to bring a Direct Action without the prior written consent of the holders
of all of the Preferred Securities. If the right to bring a Direct Action is
removed, the applicable Associates Trust may become subject to the reporting
obligations under the Securities Exchange Act of 1934, as amended. The Company
shall have the right under the Junior Subordinated Indenture to set-off any
payment made to such holder of Preferred Securities by the Company in connection
with a Direct Action. The holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the related
Junior Subordinated Debt Securities.
The holders of the Preferred Securities would not be able to exercise
directly any remedies other than those set forth in the preceding paragraph
available to the holders of the Junior Subordinated Debt Securities unless there
shall have been an Event of Default under the Trust Agreement. See "Description
of Preferred Securities -- Events of Default; Notice."
CONCERNING THE INDENTURE TRUSTEES
Business and other relationships (including other trusteeships) between the
Company and its affiliates and each Indenture Trustee under any Indenture
pursuant to which any of the Debt Securities to which the Prospectus Supplement
accompanying this Prospectus are described in such Prospectus Supplement.
In the event Debt Securities are issued pursuant to an Indenture with an
Indenture Trustee which is also an Indenture Trustee for any subordinate or
superior class of Debt Securities pursuant to an Indenture, the occurrence of
any default under either Indenture could create a conflicting interest for the
respective Indenture Trustee under the Trust Indenture Act of 1939, as amended
(the "1939 Act"). If such default has not been cured or waived within 90 days
after such Indenture Trustee has or acquires a conflicting interest, such
Indenture Trustee generally is required by the 1939 Act to eliminate such
conflicting interest or resign as Indenture Trustee with respect to the Debt
Securities issued under one such Indenture. In the event of the Indenture
Trustee's resignation, the Company shall promptly appoint a successor trustee
with respect to the affected Debt Securities.
DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES
The following statements with respect to Warrants to purchase Debt
Securities (the "Debt Warrants") are summaries of, and subject to, the detailed
provisions of a Debt Warrant Agreement (the "Debt Warrant Agreement") to be
entered into by the Company and a warrant agent to be selected at the time of
issue (the "Debt Warrant Agent"), a form of which will be filed as an exhibit to
a Current Report on Form 8-K relating to any offering of Debt Warrants.
GENERAL
The Debt Warrants, evidenced by Debt Warrant certificates (the "Debt
Warrant Certificates"), may be issued under the Debt Warrant Agreement
independently or together with any Securities offered by any Prospectus
Supplement and may be attached to or separate from such Securities. If Debt
Warrants are offered, the Prospectus Supplement will describe the terms of the
Debt Warrants, including the following: (i) the offering price, if any; (ii) the
designation, aggregate principal amount, and terms of the Debt Securities
purchasable upon exercise of the Debt Warrants; (iii) if applicable, the
designation and terms of the Securities with which the Debt Warrants are issued
and the number of Debt Warrants issued with each such Security; (iv) if
applicable, the date on and after which the Debt Warrants and the related Debt
Securities
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will be separately transferable; (v) the principal amount of Debt Securities
purchasable upon exercise of one Debt Warrant and the price at which such
principal amount of Debt Securities may be purchased upon such exercise; (vi)
the date on which the right to exercise the Debt Warrants shall commence and the
date on which such right shall expire; (vii) federal income tax consequences;
(viii) whether the Debt Warrants represented by the Debt Warrant Certificates
will be issued in registered or bearer form; and (ix) any other terms of the
Debt Warrants.
Debt Warrant Certificates may be exchanged for new Debt Warrant
Certificates of different denominations and may (if in registered form) be
presented for registration of transfer at the corporate trust office of the Debt
Warrant Agent or any Co-Debt Warrant Agent, which will be identified in the
Prospectus Supplement, or at such other office as may be set forth therein.
Holders of Debt Warrants do not have any of the rights of Holders of Debt
Securities (except to the extent that the consent of holders of Debt Warrants
may be required for certain modifications of the terms of the Indenture and the
series of Debt Securities issuable upon exercise of the Debt Warrants) and are
not entitled to payments of principal of and interest, if any, on such Debt
Securities.
EXERCISE OF WARRANTS TO PURCHASE DEBT SECURITIES
Debt Warrants may be exercised by surrendering the Debt Warrant Certificate
at the corporate trust office of the Debt Warrant Agent or at the corporate
trust office of the Co-Debt Warrant Agent, if any, with the form of election to
purchase on the reverse side of the Debt Warrant Certificate properly completed
and executed, and by payment in full of the exercise price, as set forth in the
Prospectus Supplement. Upon the exercise of Debt Warrants, the Debt Warrant
Agent or Co-Debt Warrant Agent, if any, will, as soon as practicable, deliver
the Debt Securities in authorized denominations in accordance with the
instructions of the holder exercising the Debt Warrant and at the sole cost and
risk of such holder. If less than all of the Debt Warrants evidenced by the Debt
Warrant Certificate are exercised, a new Debt Warrant Certificate will be issued
for the remaining amount of Debt Warrants.
DESCRIPTION OF THE PREFERRED STOCK
The following description is a summary of certain provisions of the
authorized series of Preferred Stock and does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Company's
bylaws, the Company's Restated Certificate of Incorporation, as amended from
time to time, and the Certificate of Designations with respect to each such
series adopted by the board of directors (or a duly authorized committee
thereof) of the Company, which will be filed with the Commission in connection
with the offering of such series of Preferred Stock. The Prospectus Supplement
relating to an offering of Preferred Stock (or securities convertible into
Preferred Stock) will describe terms relevant thereto including, without
limitation, the number of shares offered, the initial offering price and market
price and dividend information.
GENERAL
Pursuant to the Company's Restated Certificate of Incorporation, the
Company is authorized to issue up to 50,000,000 shares of Preferred Stock, of
which 49,650,000 shares are available for issuance as of the date of this
Prospectus. The Preferred Stock is issuable from time to time in one or more
series and with such designations and preferences for each series as shall be
stated in the Certificate of Designations providing for the designation and
issue of each such series adopted by the board of directors of the Company. The
board of directors is authorized by the Company's Restated Certificate of
Incorporation to determine the voting, dividend, redemption and liquidation
preferences and limitations pertaining to such series. The board of directors,
without shareholder approval, may issue Preferred Stock with voting and other
rights that could adversely affect the voting power of the holders of the Common
Stock and could have certain antitakeover effects. The ability of the board of
directors to issue Preferred Stock without stockholder approval could have the
effect of delaying, deferring or preventing a change in control of the Company
or the removal of existing management. See "Certain Matters that may have an
Anti-Takeover Effect -- Provisions of the Company's Restated Certificate of
Incorporation and Bylaws" below.
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Any Preferred Stock offered hereby will have the dividend, liquidation and
voting rights set forth below unless otherwise provided in the Certificate of
Designations, and described in the Prospectus Supplement, relating to a
particular series of Preferred Stock. Reference is made to the Prospectus
Supplement relating to the particular series of Preferred Stock offered thereby
for specific terms, including: (i) the designation and stated value per share of
such Preferred Stock and the number of shares offered; (ii) the amount of
liquidation preference per share; (iii) the price at which such Preferred Stock
will be issued; (iv) the dividend rate (or method of calculation), the dates on
which dividends will be payable, whether such dividends will be cumulative or
noncumulative and, if cumulative, the dates from which dividends will accrue;
(v) any redemption or sinking fund provisions; (vi) any conversion or exchange
provisions; and (vii) any additional or other rights, preferences, privileges,
limitations and restrictions relating to such series of Preferred Stock.
As described under "Description of Depositary Shares", the Company may, at
its option, elect to offer depositary shares ("Depositary Shares") evidenced by
depositary receipts ("Depositary Receipts"), each representing an interest (to
be specified in the Prospectus Supplement relating to the particular series of
the Preferred Stock) in a share of the particular series of the Preferred Stock
issued and deposited with a Preferred Stock Depositary (as defined herein).
The Company does not currently have any shares of Preferred Stock
outstanding. However, the board of directors has reserved 350,000 shares of
Series A Preferred Stock for issuance in connection with the Rights Plan
described below. See "Certain Matters That May Have an Anti-Takeover
Effect -- Rights Plan." The Preferred Stock offered hereby will be issued in one
or more series. The holders of Preferred Stock will have no preemptive rights.
Preferred Stock will be fully paid and nonassessable upon issuance against full
payment of the purchase price therefor. Unless otherwise specified in the
Certificate of Designations, and described in the Prospectus Supplement,
relating to a particular series of Preferred Stock, each series of Preferred
Stock will, with respect to dividend rights and rights on liquidation,
dissolution and winding up of the Company, rank prior to the Common Stock (the
"Junior Stock") and on a parity with each other series of Preferred Stock
offered hereby (the "Parity Stock").
DIVIDEND RIGHTS
Holders of the Preferred Stock may be entitled to receive, when, as and if
declared by the board of directors (or a duly authorized committee thereof) of
the Company, out of funds legally available therefor, cash dividends at such
rates and on such dates as are set forth in the Certificate of Designations, and
described in the Prospectus Supplement, relating to such series of Preferred
Stock. Such rate may be fixed or variable or both. Each such dividend will be
payable to the holders of record as they appear on the stock record books of the
Company on such record dates as may be fixed by the board of directors (or a
duly authorized committee thereof) of the Company. Dividends on any series of
the Preferred Stock may be cumulative or noncumulative, as provided in the
Certificate of Designations, and described in the Prospectus Supplement,
relating thereto. If the board of directors of the Company fails to declare a
dividend payable on a dividend payment date on any series of Preferred Stock for
which dividends are noncumulative, then the right to receive a dividend in
respect of the dividend period ending on such dividend payment date will be
lost, and the Company will have no obligation to pay the dividend accrued for
such period, whether or not dividends on such series are declared for any future
period. Dividends on shares of each series of Preferred Stock for which
dividends are cumulative will accrue from the date set forth in the Certificate
of Designations, and described in the applicable Prospectus Supplement, relating
to such series.
The Preferred Stock of each series may include customary provisions (i)
restricting the payment of dividends or the making of other distributions on, or
the redemption, purchase or other acquisition of, Junior Stock unless full
dividends, including, in the case of cumulative Preferred Stock, accruals, if
any, in respect of prior dividend periods, on the shares of such series of
Preferred Stock have been paid and (ii) providing for the pro rata payment of
dividends on such series and other Parity Stock when dividends have not been
paid in full upon such series and other Parity Stock.
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VOTING RIGHTS
The holders of Preferred Stock of a series offered hereby will not be
entitled to vote except as provided in the Certificate of Designations and
indicated in the Prospectus Supplement relating to such series of Preferred
Stock, or as required by applicable law.
REDEMPTION
The Company will have such rights, if any, to redeem shares of Preferred
Stock, and the holders of Preferred Stock will have such rights, if any, to
cause the Company to redeem shares of Preferred Stock, as may be set forth in
the Certificate of Designations, and described in the Prospectus Supplement,
relating to a series of Preferred Stock.
CONVERSION OR EXCHANGE
The terms, if any, on which Preferred Stock of a series will be convertible
into or exchangeable for Class A Common Stock, other securities, property, cash
or obligations, or a combination of any of the foregoing, will be summarized in
the Prospectus Supplement relating to such series. Such terms may include
provisions for conversion or exchange, either on a mandatory basis, at the
option of the holder or at the option of the Company. The number of shares of
Class A Common Stock, other securities, or the property, cash or obligations, to
be received by the holders of a series of Preferred Stock upon conversion or
exchange will be calculated according to the factors and at such time as is
summarized in the related Prospectus Supplement.
RIGHTS UPON LIQUIDATION
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of each series of Preferred Stock will be
entitled to receive out of assets of the Company available for distribution to
stockholders, before any distribution of assets is made to holders of Junior
Stock, liquidating distributions in the amount set forth in the Certificate of
Designations, and described in the Prospectus Supplement, relating to such
series of Preferred Stock plus an amount equal to accrued and unpaid dividends.
If, upon any voluntary or involuntary liquidation, dissolution or winding up of
the Company, the amounts payable with respect to the Preferred Stock of any
series are not paid in full, the holders of the Preferred Stock of such series
will share ratably in any such distribution of assets of the Company in
proration to the full respective preferential amounts (which may include
accumulated dividends) to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are entitled, the holders
of such series of Preferred Stock will have no right or claim to any of the
remaining assets of the Company. Neither the sale of all or a portion of the
Company's assets nor the merger or consolidation of the Company into or with any
other corporation shall be deemed to be a dissolution, liquidation or winding
up, voluntarily or involuntarily, of the Company.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus Supplement of certain
provisions of the Deposit Agreement (as defined below) and of the Depositary
Shares and Depositary Receipts summarizes the material terms of the Deposit
Agreement and of the Depositary Shares and Depositary Receipts, and is qualified
in its entirety by reference to, the form of Deposit Agreement and form of
Depositary Receipts relating to each series of the Preferred Stock.
GENERAL
The Company may, at its option, elect to have shares of Preferred Stock be
represented by Depositary Shares. The shares of any series of the Preferred
Stock underlying the Depositary Shares will be deposited under a separate
deposit agreement (the "Deposit Agreement") between the Company and a bank or
trust company selected by the Company (the "Preferred Stock Depositary"). The
Prospectus Supplement relating to a series of Depositary Shares will set forth
the name and address of the Preferred Stock Depositary. Subject
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to the terms of the Deposit Agreement, each owner of a Depositary Share will be
entitled, proportionately, to all the rights, preferences and privileges of the
Preferred Stock represented thereby (including dividend, voting, redemption,
conversion, exchange and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement, each of which will represent the applicable
interest in a number of shares of a particular series of the Preferred Stock
described in the applicable Prospectus Supplement.
A holder of Depositary Shares will be entitled to receive the shares of
Preferred Stock (but only in whole shares of Preferred Stock) underlying such
Depositary Shares. If the Depositary Receipts delivered by the holder evidence a
number of Depositary Shares in excess of the whole number of shares of Preferred
Stock to be withdrawn, the Depositary will deliver to such holder at the same
time a new Depositary Receipt evidencing such excess number of Depositary
Shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions in respect to the Preferred Stock to the record holders of
Depositary Receipts in proportion, insofar as possible, to the number of
Depositary Shares owned by such holders.
In the event of a distribution other than in cash in respect to the
Preferred Stock, the Preferred Stock Depositary will distribute property
received by it to the record holders of Depositary Receipts in proportion,
insofar as possible, to the number of Depositary Shares owned by such holders,
unless the Preferred Stock Depositary determines that it is not feasible to make
such distribution, in which case the Preferred Stock Depositary may, with the
approval of the Company, adopt such method as it deems equitable and practicable
for the purpose of effecting such distribution, including sale (at public or
private sale) of such property and distribution of the net proceeds from such
sale to such holders.
The amount so distributed in any of the foregoing cases will be reduced by
any amount required to be withheld by the Company or the Preferred Stock
Depositary on account of taxes.
CONVERSION AND EXCHANGE
If any Preferred Stock underlying the Depositary Shares is subject to
provisions relating to its conversion or exchange as set forth in the Prospectus
Supplement relating thereto, each record holder of Depositary Shares will have
the right or obligation to convert or exchange such Depositary Shares pursuant
to the terms thereof.
REDEMPTION OF DEPOSITARY SHARES
If Preferred Stock underlying the Depositary Shares is subject to
redemption, the Depositary Shares will be redeemed from the proceeds received by
the Preferred Stock Depositary resulting from the redemption, in whole or in
part, of the Preferred Stock held by the Preferred Stock Depositary. The
redemption price per Depositary Share will be equal to the aggregate redemption
price payable with respect to the number of shares of Preferred Stock underlying
the Depositary Shares. Whenever the Company redeems Preferred Stock from the
Preferred Stock Depositary, the Preferred Stock Depositary will redeem as of the
same redemption date a proportionate number of Depositary Shares representing
the shares of Preferred Stock that were redeemed. If less than all the
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will
be selected by lot or pro rata as may be determined by the Company.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
redemption price upon such redemption. Any funds deposited by the Company with
the Preferred Stock Depositary for any Depositary Shares which the holders
thereof fail to redeem shall be returned to the Company after a period of two
years from the date such funds are so deposited.
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VOTING
Upon receipt of notice of any meeting at which the holders of any shares of
Preferred Stock underlying the Depositary Shares are entitled to vote, the
Preferred Stock Depositary will mail the information contained in such notice to
the record holders of the Depositary Receipts. Each record holder of such
Depositary Receipts on the record date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the Preferred
Stock Depositary as to the exercise of the voting rights pertaining to the
number of shares of Preferred Stock underlying such holder's Depositary Shares.
The Preferred Stock Depositary will endeavor, insofar as practicable, to vote
the number of shares of Preferred Stock underlying such Depositary Shares in
accordance with such instructions, and the Company will agree to take all
reasonable action which may be deemed necessary by the Preferred Stock
Depositary in order to enable the Preferred Stock Depositary to do so. The
Preferred Stock Depositary will abstain from voting the Preferred Stock to the
extent it does not receive specific written instructions from holders of
Depositary Receipts representing such Preferred Stock.
RECORD DATE
Whenever (i) any cash dividend or other cash distribution shall become
payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall be offered with respect to the Preferred Stock,
or (ii) the Preferred Stock Depositary shall receive notice of any meeting at
which holders of Preferred Stock are entitled to vote or of which holders of
Preferred Stock are entitled to notice, or of the mandatory conversion of or any
election on the part of the Company to call for the redemption of any Preferred
Stock, the Preferred Stock Depositary shall in each such instance fix a record
date (which shall be the same as the record date for the Preferred Stock) for
the determination of the holders of Depositary Receipts (x) who shall be
entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof or (y) who shall be entitled
to give instructions for the exercise of voting rights at any such meeting or to
receive notice of such meeting or of such redemption or conversion, subject to
the provisions of the Deposit Agreement.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt and any provision of the Deposit Agreement
may at any time be amended by agreement between the Company and the Preferred
Stock Depositary. However, any amendment which imposes or increases any fees,
taxes or other charges payable by the holders of Depositary Receipts (other than
taxes and other governmental charges, fees and other expenses payable by such
holders as stated under "Charges of Preferred Stock Depositary"), or which
otherwise prejudices any substantial existing right of holders of Depositary
Receipts, will not take effect as to outstanding Depositary Receipts until the
expiration of 90 days after notice of such amendment has been mailed to the
record holders of outstanding Depositary Receipts.
Whenever so directed by the Company, the Preferred Stock Depositary will
terminate the Deposit Agreement by mailing notice of such termination to the
record holders of all Depositary Receipts then outstanding at least 30 days
prior to the date fixed in such notice for such termination. The Preferred Stock
Depositary may likewise terminate the Deposit Agreement if at any time 45 days
shall have expired after the Preferred Stock Depositary shall have delivered to
the Company a written notice of its election to resign and a successor
depositary shall not have been appointed and accepted its appointment. If any
Depositary Receipts remain outstanding after the date of termination, the
Preferred Stock Depositary thereafter will discontinue the transfer of
Depositary Receipts, will suspend the distribution of dividends to the holders
thereof, and will not give any further notices (other than notice of such
termination) or perform any further acts under the Deposit Agreement except as
provided below and except that the Preferred Stock Depositary will continue (i)
to collect dividends on the Preferred Stock and any other distributions with
respect thereto and (ii) to deliver the Preferred Stock together with such
dividends and distributions and the net proceeds of any sales of rights,
preferences, privileges or other property, without liability for interest
thereon, in exchange for Depositary Receipts surrendered. At any time after the
expiration of two years from the date of termination, the Preferred Stock
Depositary may sell the Preferred Stock then held by it at public or private
sales, at such place or places and upon such terms as it deems proper and may
thereafter hold the net proceeds of any such
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sale, together with any money and other property then held by it, without
liability for interest thereon, for the pro rata benefit of the holders of
Depositary Receipts which have not been surrendered.
CHARGES OF PREFERRED STOCK DEPOSITARY
The Company will pay all charges of the Preferred Stock Depositary
including charges in connection with the initial deposit of the Preferred Stock,
the initial issuance of the Depositary Receipts, the distribution of information
to the holders of Depositary Receipts with respect to matters on which Preferred
Stock is entitled to vote, withdrawals of the Preferred Stock by the holders of
Depositary Receipts or redemption or conversion of the Preferred Stock, except
for taxes (including transfer taxes, if any) and other governmental charges and
such other charges as are expressly provided in the Deposit Agreement to be at
the expense of holders of Depositary Receipts or persons depositing Preferred
Stock.
MISCELLANEOUS
The Preferred Stock Depositary will make available for inspection by
holders of Depositary Receipts at its corporate office and its New York office,
all reports and communications from the Company which are delivered to the
Preferred Stock Depositary as the holder of Preferred Stock.
Neither the Preferred Stock Depositary nor the Company will be liable if it
is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Preferred Stock Depositary under the Deposit Agreement are limited to performing
its duties thereunder without negligence or bad faith. The obligations of the
Company under the Deposit Agreement are limited to performing its duties
thereunder in good faith. Neither the Company nor the Preferred Stock Depositary
is obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
The Company and the Preferred Stock Depositary are entitled to rely upon advice
of or information from counsel, accountants or other persons believed to be
competent and on documents believed to be genuine.
The Preferred Stock Depositary may resign at any time or be removed by the
Company, effective upon the acceptance by its successor of its appointment;
provided, that if a successor Preferred Stock Depositary has not been appointed
or accepted such appointment within 45 days after the Preferred Stock Depositary
has delivered a notice of election to resign to the Company, the Preferred Stock
Depositary may terminate the Deposit Agreement. See "-- Amendment and
Termination of Deposit Agreement" above.
DESCRIPTION OF THE COMMON STOCK
The following description is a summary of certain provisions of the Common
Stock and does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the Company's bylaws and Amended and Restated
Certificate of Incorporation. The Prospectus Supplement relating to any offering
of Class A Common Stock (or securities convertible into Class A Common Stock)
will describe terms relevant thereto including, without limitation, the number
of shares offered, the initial offering price and market price and dividend
information.
CLASS A COMMON STOCK
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, the Company is authorized to issue up to 1,150,000,000 shares of
Class A Common Stock. As of August 31, 1998, 346,385,617 shares of Class A
Common Stock were issued and outstanding. All shares of Class A Common Stock
currently outstanding are, and shares of Class A Common Stock to be issued in
connection with any offering will be, fully paid and nonassessable.
CLASS B COMMON STOCK
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, the Company is authorized to issue up to 400,000,000 shares of
Class B Common Stock. Prior to the Spin-Off of the Company
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by Ford, Ford owned 255,881,180 shares of Class B Common Stock, constituting all
of the outstanding Class B Common Stock. Immediately prior to the Spin-Off, Ford
converted all such shares of Class B Common Stock into Class A Common Stock.
Therefore, as of June 30, 1998, no shares of Class B Common Stock were issued
and outstanding. The Company's Restated Certificate of Incorporation provides
that the Company may not reissue any shares of Class B Common Stock after such
Class B Common Stock has been converted into Class A Common Stock. Consequently,
the Company has 144,118,820 shares of Class B Common Stock available for
issuance. The Company has not registered any shares of Class B Common Stock for
issuance under this Prospectus.
VOTING RIGHTS
The holders of Class A Common Stock and Class B Common Stock generally have
identical rights except that holders of Class A Common Stock are entitled to one
vote per share while holders of Class B Common Stock are entitled to five votes
per share on all matters to be voted on by stockholders. Holders of shares of
Class A Common Stock and Class B Common Stock are not entitled to cumulate their
votes in the election of directors. Generally, all matters to be voted on by
stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of
Class A Common Stock and Class B Common Stock present in person or represented
by proxy, voting together as a single class, subject to any voting rights
granted to holders of any Preferred Stock. Except as otherwise provided by law,
and subject to any voting rights granted to holders of any outstanding Preferred
Stock, amendments to the Company's Restated Certificate of Incorporation must be
approved by a majority of the combined voting power of all of Class A Common
Stock and Class B Common Stock, voting together as a single class. However,
amendments to the Company's Restated Certificate of Incorporation that would
alter or change the powers, preferences or special rights of the Class A Common
Stock or the Class B Common Stock so as to affect them adversely also must be
approved by a majority of the votes entitled to be cast by the holders of the
shares affected by the amendment, voting as a separate class. Notwithstanding
the foregoing, any amendment to the Company's Restated Certificate of
Incorporation to increase or decrease the authorized shares of any class must be
approved upon the affirmative vote of the holders of a majority of the Class A
Common Stock and Class B Common Stock, voting together as a single class.
DIVIDENDS
Holders of Common Stock will share ratably in dividends when, as and if
declared by the board of directors out of funds legally available therefor,
subject to the rights of holders of any outstanding shares of Preferred Stock.
The Company has paid regular quarterly dividends on its Common Stock of $.10 per
share in each quarter since the completion of the initial public offering of the
Company's Common Stock in May 1996. There can be no assurance that the Company
will continue to pay quarterly dividends or that, if paid, the amount of any
dividend payments will not decrease.
OTHER RIGHTS
In the event of any merger or consolidation of the Company with or into
another company in connection with which shares of Common Stock are converted
into or exchangeable for shares of stock, other securities or property
(including cash), all holders of Common Stock, regardless of class, will be
entitled to receive the same kind and amount of shares of stock and other
securities and property (including cash).
On liquidation, dissolution or winding up of the Company, after payment in
full of the amounts required to be paid to holders of Preferred Stock, all
holders of Common Stock will be entitled to share ratably in any assets
available for distribution to holders of shares of Common Stock.
No shares of Common Stock are subject to redemption or have preemptive
rights to purchase additional shares of Common Stock.
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TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Class A Common Stock is First
Chicago Trust Company of New York.
CERTAIN MATTERS THAT MAY HAVE AN ANTI-TAKEOVER EFFECT
PROVISIONS OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS
Certain provisions of the Company's Restated Certificate of Incorporation
and bylaws summarized below may be deemed to have an anti-takeover effect and
may delay, deter or prevent a tender offer or takeover attempt that a holder of
Common Stock might consider to be in its best interest, including attempts that
might result in a premium being paid over the market price for shares held by
holders of Common Stock.
The Company's Restated Certificate of Incorporation and bylaws provide
that, subject to any rights of holders of Preferred Stock to elect additional
directors under specified circumstances, the number of directors of the Company
will not be more than 12 nor less than three, with the exact number of directors
of the Company to be fixed from time to time as provided in the bylaws. The
bylaws provide that, subject to the rights of holders of Preferred Stock to
elect additional directors under specified circumstances, the number of
directors will be fixed from time to time exclusively by resolution of the board
of directors adopted by the affirmative vote of directors constituting not less
than a majority of the total number of directors that the Company would have if
there were no vacancies on the Company's board of directors. In addition, the
Restated Certificate of Incorporation and bylaws provide that, subject to any
rights of holders of Preferred Stock, and unless the Company's board of
directors otherwise determines, any vacancies will be filled by the affirmative
vote of a majority of the remaining members of the board of directors, though
less than a quorum, or by a sole remaining director; except as otherwise
provided by law, and such vacancy may not be filled by the stockholders. As of
the date of this Prospectus, the Board of Directors has set the number of
directors at seven.
The Company's bylaws provide for an advance notice procedure for the
nomination, other than by or at the direction of the board of directors, of
candidates for election as directors as well as for other stockholder proposals
to be considered at annual meetings of stockholders. In general, notice of
intent to nominate a director or raise matters at such meetings will have to be
received in writing by the Company not less than 60 or more than 90 days prior
to the anniversary of the previous year's annual meeting of stockholders, and
must contain certain information concerning the person to be nominated or the
matters to be brought before the meeting and concerning the stockholder
submitting the proposal. The Company's Restated Certificate of Incorporation and
bylaws also provide that special meetings of stockholders may be called only by
certain specified officers of the Company or by any such officer at the request
in writing of a majority of the board of directors; special meetings of
stockholders cannot be called by stockholders. In addition, the Company's
Restated Certificate of Incorporation provides that any action required or
permitted to be taken by stockholders may be effected only at a duly called
annual or special meeting of stockholders and may not be effected by a written
consent by stockholders in lieu of such a meeting.
The Company's Restated Certificate of Incorporation also provides that the
affirmative vote of the holders of at least 75% of the voting power of all
classes of outstanding capital stock, voting together as a single class, is
required to amend, repeal or adopt any provision inconsistent with the
provisions of the Restated Certificate of Incorporation discussed above. The
Restated Certificate of Incorporation and bylaws further provide that the bylaws
may be altered, amended or repealed by the affirmative vote of directors
constituting not less than a majority of the entire board of directors (if
effected by action of the board of directors) or by the affirmative vote of the
holders of at least 75% of the total voting power of all classes of outstanding
capital stock, voting together as a single class.
RIGHTS PLAN
On April 8, 1998, the board of directors of the Company declared a dividend
of one preferred stock purchase right (a "Right") for each outstanding share of
Class A Common Stock. The Company paid the
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dividend on April 20, 1998 (the "Record Date"), to the stockholders of record on
that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Series A Preferred Shares"), of the
Company at a price of $400 per one one-thousandth of a Series A Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
rights are set forth in a Rights Agreement, dated as of April 13, 1998 (the
"Rights Agreement"), between the Company and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent"), a copy of which is incorporated as
an exhibit to the registration statement to which this Prospectus forms a part.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the outstanding
Class A Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the board of directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of Class
A Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Class A Common Stock
certificates outstanding as of the Record Date, by such Class A Common Stock
certificates together with a copy of the Summary of Rights to Purchase Shares of
Preferred Stock, a copy of which is attached as an exhibit to the Rights
Agreement ("Summary of Rights").
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the shares of Class A Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Class A Common Stock
certificates issued after the Record Date upon transfer or new issuances of
Class A Common Stock will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for Class A
Common Stock outstanding as of the Record Date, even without such notation or a
copy of the Summary of Rights, will also constitute the transfer of the Rights
associated with the shares of Class A Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Class A Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on April 13, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Series A
Preferred Shares, (ii) upon the grant to holders of the Series A Preferred
Shares of certain rights or warrants to subscribe for or purchase Series A
Preferred Shares at a price, or securities convertible into Series A Preferred
Shares with a conversion price, less than the then-current market price of the
Series A Preferred Shares or (iii) upon the distribution to holders of the
Series A Preferred Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Series A Preferred Shares) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights is also subject to adjustment in the event
of a stock split of the Class A Common Stock or a stock dividend on the Class A
Common Stock payable in Class A Common Stock or subdivisions, consolidations or
combinations of the Class A Common Stock occurring, in any such case, prior to
the Distribution Date.
Series A Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled, when, as and if declared
to a minimum preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 1,000 times the dividend declared per share
of Class A Common Stock. In the event of liquidation, the holders of the Series
A Preferred Shares will
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<PAGE> 26
be entitled to a minimum preferential liquidation payment of $1,000 per share
(plus any accrued but unpaid dividends) but will be entitled to an aggregate
payment of 1,000 times the payment made per share of Class A Common Stock. Each
Series A Preferred Share will have 1,000 votes, voting together with the Class A
Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Class A Common Stock are exchanged, each Series A
Preferred Share will be entitled to receive 1,000 times the amount received per
share of Class A Common Stock. These rights are protected by customary
antidilution provisions.
Because of the nature of the Series A Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-thousandth interest in a
Series A Preferred Share purchasable upon exercise of each Right should
approximate the value of one share of Class A Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, the Rights Agreement provides that proper provision
shall be made so that each holder of a Right (other than Rights beneficially
owned by the Acquiring Person, which will thereafter be void) will thereafter
have the right to receive upon exercise of the Right at the then current
exercise price of the Right, that number of shares of Class A Common Stock
having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, the Rights
Agreement provides that proper provision will be made so that each holder of a
Right (other than Rights beneficially owned by an Acquiring Person or certain
other transferees, which will have become void) will thereafter have the right
to receive, upon the exercise thereof of the Right at the then current exercise
price of the Right, that number of shares of common stock of the person with
whom the Company has engaged in the foregoing transaction which number of shares
at the time of such transaction will have a market value of two times the
exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Class A Common Stock or the occurrence of any event described in the preceding
paragraph, the board of directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Class A Common Stock, or one
one-thousandth of a Series A Preferred Share (or of a share of a class or series
of the Company's Preferred Stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Series A Preferred Shares will be issued
(other than fractions which are integral multiples of one one-thousandth of a
Series A Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Series A Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the board
of directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
For so long as Rights are then redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights in any manner. After the
Rights are no longer redeemable the Company may, except with respect to the
Redemption Price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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THE DELAWARE GENERAL CORPORATION LAW
The Company is a Delaware corporation subject to Section 203 of the
Delaware Law General Corporation Law (the "Delaware Law"). Section 203 provides
that, subject to certain exceptions specified therein, a corporation shall not
engage in any business combination with any "interested stockholder" for a
three-year period following the date that such stockholder becomes an interested
stockholder unless (i) prior to such time, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain shares) or (iii) on or subsequent to such time, the
business combination is approved by the board of directors of the corporation
and by the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder. Except as specified in Section
203 of the Delaware Law, an interested stockholder is defined to include (x) any
person that is the owner of 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation, at any
time within three years immediately prior to the relevant date and (y) the
affiliates and associates of any such person. Under certain circumstances,
Section 203 of the Delaware Law makes it more difficult for an "interested
stockholder" to effect various business combinations with a corporation for a
three-year period, although the stockholders may elect to exclude a corporation
from the restrictions imposed thereunder.
REGULATORY MATTERS
Because of the nature of the businesses in which the Company operates, the
acquisition of various amounts of its equity securities may not be permitted
without regulatory approvals. While the information below is not meant to be
complete, below are certain principal regulatory thresholds.
The Company indirectly owns all of the capital stock of insurance companies
domiciled in the states of Delaware, Indiana, Nevada, Tennessee and Texas. The
respective insurance laws of these states require prior approval by the state's
insurance commissioner of any acquisition of control of a domestic insurance
company or of any company which controls a domestic insurance company. "Control"
is presumed to exist through the ownership of 10% or more of the voting
securities of a domestic insurance company or of any company which controls a
domestic insurance company. Therefore, any person owning 10% or more of the
value of the outstanding Common Stock may be presumed to have acquired control
of the Company's insurance subsidiaries unless the insurance commissioners of
Delaware, Indiana, Nevada, Tennessee and Texas, following application by such
purchaser in each such state, determine otherwise.
The United Kingdom's Insurance Companies Act 1982 requires the prior
approval by the Department of Trade and Industry of anyone proposing to become a
"controller" of an insurance company regulated under such Act. Any company or
individual that directly or indirectly exercises 10% or more of the voting power
at a general meeting of a regulated insurance company is considered a
"controller". Therefore, any person owning 10% or more of the value of the
outstanding Common Stock will be a controller of the Company's U.K.
subsidiaries, Cumberland Insurance Company Limited and Cumberland Life Insurance
Co. Limited.
The Company directly owns all of the capital stock of Associates National
Bank (Delaware) ("ANB") and indirectly owns all of the capital stock of
Associates Capital Bank, Inc. ("ACB") the deposits of which are insured by the
Federal Deposit Insurance Corporation. The federal Change in Bank Control Act
and the regulations issued thereunder require that a person (including an
individual) file a notice with the appropriate federal bank regulatory agency
prior to acquiring 10% or more of any class of voting securities of a company
that controls an insured depository institution such as ANB or ACB.
The Company indirectly owns all of the shares of stock of licensed lenders
in the states of Georgia, Hawaii, Nevada, New York, Texas and Virginia and in
the Commonwealth of Puerto Rico. The lender licensing laws of these states and
Puerto Rico require approval by the appropriate regulatory agency prior to any
acquisition of control of any company which controls a license. "Control" is
presumed to exist through the ownership of 10% or more (25% in Georgia and
Virginia) of the voting securities of a licensee or a company
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that controls a licensee. Therefore any person owning 10% or more (25% in
Georgia and Virginia) of the value of the outstanding Common Stock will be
presumed to have acquired control of the Company's licensed lenders in these
jurisdictions unless the appropriate regulatory agency determines otherwise.
LIMITATIONS ON DIRECTORS' LIABILITY
The Company's Restated Certificate of Incorporation provides that no
director of the Company shall be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases or (iv)
for any transaction from which the director derived an improper personal
benefit. The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from grossly
negligent behavior), except in the situations described above.
DESCRIPTION OF THE WARRANTS TO PURCHASE CLASS A
COMMON STOCK OR PREFERRED STOCK
The following statements with respect to the Warrants to purchase Class A
Common Stock or Preferred Stock (the "Stock Warrants") are summaries of, and
subject to, the detailed provisions of a Stock Warrant Agreement (the "Stock
Warrant Agreement") to be entered into by the Company and a warrant agent to be
selected at the time of issue (the "Stock Warrant Agent"), a form of which will
be filed as an exhibit to a Current Report on Form 8-K relating to any offering
of Stock Warrants.
GENERAL
The Stock Warrants, evidenced by Stock Warrant certificates (the "Stock
Warrant Certificates"), may be issued under the Stock Warrant Agreement
independently or together with any Securities offered by any Prospectus
Supplement and may be attached to or separate from such Securities. If Stock
Warrants are offered, the Prospectus Supplement will describe the terms of the
Stock Warrants, including the following: (i) the offering price, if any; (ii)
the number of shares of Preferred Stock or Class A Common Stock purchasable upon
exercise of each Stock Warrant and the initial price at which such shares may be
purchased upon exercise; (iii) if applicable, the designation and terms of the
Securities with which the Stock Warrants are issued and the number of Stock
Warrants issued with each such Security; (iv) if applicable, the date on and
after which the Stock Warrants and the related Preferred Stock or Class A Common
Stock will be separately transferable; (v) the date on which the right to
exercise the Stock Warrants shall commence and the date on which such right
shall expire; (vi) federal income tax consequences;(vii) call provisions of such
Stock Warrants, if any; (viii) whether the Stock Warrants represented by the
Stock Warrant Certificates will be issued in registered or bearer form; and (ix)
any additional or other rights, preferences, privileges, limitations and
restrictions relating to the Stock Warrants. The shares of Preferred Stock or
Class A Common Stock issuable upon the exercise of the Stock Warrants will, when
issued in accordance with the Stock Warrant Agreement, be fully paid and
nonassessable.
Stock Warrant Certificates may be exchanged for new Stock Warrant
Certificates of different denominations and may (if in registered form) be
presented for registration of transfer at the corporate trust office of the
Stock Warrant Agent or any Co-Stock Warrant Agent, which will be identified in
the Prospectus Supplement, or at such other office as may be set forth therein.
Holders of Stock Warrants do not have any of the rights of holders of Class A
Common Stock or Preferred Stock (except to the extent that the consent of
holders of Stock Warrant may be required for certain modifications of the terms
of the Class A Common Stock or Preferred Stock issuable upon exercise of the
Stock Warrants) and are not entitled to dividend payments on the Class A Common
Stock or Preferred Stock purchasable upon such exercise.
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EXERCISE OF STOCK WARRANTS
Stock Warrants may be exercised by surrendering the Stock Warrant
Certificate at the corporate trust office of the Stock Warrant Agent or at the
corporate trust office of the Co-Stock Warrant Agent, if any, with the form of
election to purchase on the reverse side of the Stock Warrant Certificate
properly completed and executed, and by payment in full of the exercise price,
as set forth in the Prospectus Supplement. Upon the exercise of Stock Warrants,
the Stock Warrant Agent or Co-Stock Warrant Agent, if any, will, as soon as
practicable, forward a certificate representing the number of shares of
Preferred Stock or Class A Common Stock purchasable upon such exercise in
accordance with the instructions of the holder exercising the Stock Warrant and
at the sole cost and risk of such holder. If less than all of the Stock Warrants
evidenced by the Stock Warrant Certificate are exercised, a new Stock Warrant
Certificate will be issued for the remaining amount of Stock Warrants.
ANTI-DILUTION PROVISIONS
Unless otherwise specified in the applicable Prospectus Supplement, the
exercise price payable and the number of shares purchasable upon the exercise of
each Stock Warrant will be subject to adjustment in certain events, including
(i) the issuance of a stock dividend to holders of Preferred Stock or Class A
Common Stock or a combination, subdivision or reclassification of the Preferred
Stock or Class A Common Stock; (ii) the issuance of rights, warrants or options
to all holders of Preferred Stock or Class A Common Stock entitling the holders
thereof to subscribe for or purchase Preferred Stock or Class A Common Stock for
an aggregate consideration per share less than the current market price per
share of the Preferred Stock or Class A Common Stock; or (iii) any distribution
by the Company to the holders of its Preferred Stock or Class A Common Stock of
evidences of indebtedness of the Company or of assets (excluding cash dividends
or distributions payable out of capital surplus and dividends and distributions
referred to in (i) above). No fractional shares will be issued upon exercise of
Stock Warrants, but the Company will pay the cash value of any fractional shares
otherwise issuable.
DESCRIPTION OF PREFERRED SECURITIES
Pursuant to the terms of the Trust Agreement for each Associates Trust, the
Administrative Trustees, on behalf of such Associates Trust, are authorized to
issue the Preferred Securities and the Common Securities. The Preferred
Securities of a particular issue will represent beneficial ownership interests
in the assets of such Associates Trust, and the holders thereof will be entitled
to a preference in certain circumstances with respect to Distributions and
amounts payable on redemption or liquidation over the Common Securities of such
Associates Trust, as well as other benefits as described in the corresponding
Trust Agreement. This summary of certain provisions of the Preferred Securities
and each Trust Agreement does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, all the provisions of each Trust
Agreement, including the definitions therein of certain terms, and the Trust
Indenture Act. Wherever particular defined terms of a Trust Agreement (as
amended or supplemented from time to time) are referred to herein or in a
Prospectus Supplement, such defined terms are incorporated herein or therein by
reference. The form of the Trust Agreement has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. Each of the
Associates Trusts is a legally separate entity and the assets of one are not
available to satisfy the obligations of any of the others.
GENERAL
The Preferred Securities of an Associates Trust will rank pari passu, and
payments will be made thereon pro rata, with the Common Securities of that
Associates Trust except as described under "-- Subordination of Common
Securities." Legal title to the Corresponding Junior Subordinated Debt
Securities will be held by the Property Trustee in trust for the benefit of the
holders of the related Preferred Securities and Common Securities. Each
Guarantee Agreement executed by the Company for the benefit of the holders of an
Associates Trust's Preferred Securities (the "Guarantee" for such Preferred
Securities) will be a guarantee on a subordinated basis with respect to the
related Preferred Securities but will not guarantee payment of
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Distributions or amounts payable on redemption or liquidation of such Preferred
Securities when the related Associates Trust does not have funds on hand
available to make such payments. See "Description of Guarantees."
DISTRIBUTIONS
Distributions on the Preferred Securities will be cumulative, will
accumulate from the date of original issuance and will be payable on such dates
as specified in the applicable Prospectus Supplement. In the event that any date
on which Distributions are payable on the Preferred Securities is not a Business
Day (as defined below), payment of the Distribution payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect to any such delay) except that, if such Business Day
is in the next succeeding calendar year, payment of such Distribution shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date (each date on which Distributions are payable
in accordance with the foregoing, a "Distribution Date"). A "Business Day" shall
mean any day other than a Saturday or a Sunday, or a day on which banking
institutions in The City of New York are authorized or required by law or
executive order to remain closed or a day on which the corporate trust office of
the Property Trustee or the Junior Subordinated Indenture Trustee (as defined
herein) is closed for business.
Each Associates Trust's Preferred Securities represent beneficial ownership
interests in the assets of the applicable Associates Trust, and the
Distributions on each Preferred Security will be payable at a rate specified in
the Prospectus Supplement for such Preferred Securities. The amount of
Distributions payable for any period will be computed on the basis of a 360-day
year of twelve 30-day months unless otherwise specified in the applicable
Prospectus Supplement. Distributions to which holders of Preferred Securities
are entitled will accumulate additional Distributions at the rate per annum if
and as specified in the applicable Prospectus Supplement. The term
"Distributions" as used herein includes any such additional Distributions unless
otherwise stated.
If provided in the applicable Prospectus Supplement, the Company has the
right under the Junior Subordinated Indenture, pursuant to which it will issue
the Corresponding Junior Subordinated Debt Securities, to defer the payment of
interest at any time or from time to time on any series of the Corresponding
Junior Subordinated Debt Securities for a period which will be specified in such
Prospectus Supplement relating to such series (each, an "Extension Period"),
provided that no Extension Period may extend beyond the Stated Maturity of the
Corresponding Junior Subordinated Debt Securities. As a consequence of any such
extension, Distributions on the corresponding Preferred Securities would be
deferred (but would continue to accumulate additional Distributions thereon at
the rate per annum set forth in the Prospectus Supplement for such Preferred
Securities) by the Associates Trust which issued such Preferred Securities
during any such Extension Period. During such Extension Period the Company may
not, and may not permit any subsidiary of the Company to, (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu
with or junior in interest to the Corresponding Junior Subordinated Debt
Securities or make any guarantee payments with respect to any guarantee by the
Company of debt securities of any subsidiary of the Company if such guarantee
ranks pari passu or junior in interest to the Corresponding Junior Subordinated
Debt Securities (other than (a) dividends or distributions in common stock of
the Company, (b) redemptions or purchases of any rights pursuant to the
Company's Rights Agreement, or any successor to such Rights Agreement, and the
declaration of a dividend of such rights or the issuance of stock under stock
plans in the future, (c) payments under any Guarantee and (d) purchases of
common stock related to the issuance of common stock under any of the Company's
benefit plans for its directors, officers or employees).
The revenue of each Associates Trust available for distribution to holders
of its Preferred Securities will be limited to payments under the Corresponding
Junior Subordinated Debt Securities in which the Associates Trust will invest
the proceeds from the issuance and sale of its Trust Securities. See
"Description of the Debt Securities -- Certain Provisions Relating to Junior
Subordinated Debt Securities." If the Company does not make interest payments on
such Corresponding Junior Subordinated Debt Securities, the Property Trustee
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will not have funds available to pay Distributions of the Related Preferred
Securities. The payment of Distributions (if and to the extent the Associates
Trust has funds legally available for the payment of such Distributions and cash
sufficient to make such payments) is guaranteed by the Company on a limited
basis as set forth herein under "Description of Guarantees."
Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the register of such Associates Trust on the relevant
record dates, which, as long as the Preferred Securities remain in book-entry
form, will be one Business Day prior to the relevant Distribution Date. Subject
to any applicable laws and regulations and the provisions of the applicable
Trust Agreement, each such payment will be made as described under "Book Entry
Issuance". In the event any Preferred Securities are not in book-entry form, the
relevant record date for such Preferred Securities shall be the date at least 15
days prior to the relevant Distribution Date, as specified in the applicable
Prospectus Supplement.
PAYMENT OF EXPENSES
In each Junior Subordinated Indenture the Company, as borrower, has agreed
to pay all debts and obligations (other than with respect to the Trust
Securities) and all costs and expenses of the applicable Associates Trust
(including, but not limited to, all costs and expenses relating to the
organization of the applicable Associates Trust, the fees and expenses of the
Property Trustee, the Delaware Trustee and the Administrative Trustees and all
costs and expenses relating to the operation of the applicable Associates Trust
(other than with respect to the Trust Securities) and to pay any and all taxes,
duties, assessments or other governmental charges of whatever nature (other than
United States withholding taxes) imposed by the United States or any other
taxing authority, so that the net amounts received and retained by the
applicable Associates Trust after paying such fees, expenses, debts and
obligations will be equal to the amounts the applicable Associates Trust would
have received and retained had no such fees, expenses, debts and obligations
been incurred by or imposed on the applicable Associates Trust. The foregoing
obligations of the Company are for the benefit of, and shall be enforceable by,
any person to whom such fees, expenses, debts and obligations are owed (each a
"Creditor") whether or not such Creditor has received notice thereof. Any such
Creditor may enforce such obligations of the Company directly against the
Company, and the Company irrevocably waives any right or remedy to require that
any such Creditor take any action against the applicable Associates Trust or any
other person before proceeding against the Company. The Company shall execute
such additional agreements as may be necessary to give full effect to the
foregoing.
REDEMPTION OR EXCHANGE
Mandatory Redemption. Upon the repayment or redemption, in whole or in
part, of any Corresponding Junior Subordinated Debt Securities, whether at
maturity or upon earlier redemption as provided in the Junior Subordinated
Indenture, the proceeds from such repayment or redemption shall be applied by
the Property Trustee to redeem a Like Amount (as defined below) of the Trust
Securities, upon not less than 30 nor more than 60 days notice, at a redemption
price (the "Redemption Price") equal to the aggregate Liquidation Amount of such
Trust Securities plus accumulated but unpaid Distributions thereon to the date
of redemption (the "Redemption Date") and the related amount of the premium, if
any, paid by the Company upon the concurrent redemption of such Corresponding
Junior Subordinated Debt Securities. See "Description of the Debt
Securities -- Certain Provisions Relating to Junior Subordinated Debt
Securities -- Redemption." If less than all of any series of Corresponding
Junior Subordinated Debt Securities are to be repaid or redeemed on a Redemption
Date, then the proceeds from such repayment or redemption shall be allocated to
the redemption pro rata of the related Preferred Securities and the Common
Securities. The amount of premium, if any, paid by the Company upon the
redemption of all or any part of any series of any Corresponding Junior
Subordinated Debt Securities to be repaid or redeemed on a Redemption Date shall
be allocated to the redemption pro rata of the related Preferred Securities and
the Common Securities.
The Company will have the right to redeem any series of Corresponding
Junior Subordinated Debt Securities (i) in whole at any time or in part from
time to time, subject to the conditions described under "Description of the Debt
Securities -- Certain Provisions Relating to Junior Subordinated Debt
Securities -- Redemption", (ii) at any time, in whole (but not in part), upon
the occurrence of a Tax Event or an
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Investment Company Event (each as defined below, a "Special Event") and subject
to the further conditions described under "Description of the Debt
Securities -- Certain Provisions Relating to Junior Subordinated Debt
Securities -- Redemption", or (iii) as may be otherwise specified in the
applicable Prospectus Supplement.
Special Event Redemption or Distribution of Corresponding Junior
Subordinated Debt Securities. If a Special Event in respect of a series of
Preferred Securities and Common Securities shall occur and be continuing, the
Company has the right to redeem the Corresponding Junior Subordinated Debt
Securities in whole (but not in part) and thereby cause a mandatory redemption
of such Preferred Securities and Common Securities in whole (but not in part) at
the Redemption Price within 90 days following the occurrence of such Special
Event. At any time, the Company has the right to dissolve the related Associates
Trust and, after satisfaction of the liabilities of creditors of such Associates
Trust as provided by applicable law, cause such Corresponding Junior
Subordinated Debt Securities to be distributed to the holders of such Preferred
Securities and Common Securities in liquidation of the Associates Trust. If the
Company does not elect either option described above, the applicable series of
Preferred Securities will remain outstanding and the Company, as borrower, will
pay any taxes, duties, assessments or other governmental charges (other than
United States withholding taxes) to which the Associates Trust has become
subject.
Extension of Maturity of Corresponding Junior Subordinated Debt
Securities. If provided in the applicable Prospectus Supplement, the Company
shall have the right to extend or shorten the maturity of any series of
Corresponding Junior Subordinated Debt Securities at the time that the Company
exercises its right to elect to dissolve the related Associates Trust and cause
such Corresponding Junior Subordinated Debt Securities to be distributed to the
holders of such Preferred Securities and Common Securities in liquidation of the
Associates Trust, provided that it can extend the maturity only if certain
conditions specified in the applicable Prospectus Supplement are met at the time
such election is made and at the time of such extension.
"Investment Company Event" means the receipt by the applicable Associates
Trust of an opinion of counsel experienced in such matters to the effect that,
as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
the applicable Associates Trust is or will be considered an "investment company"
that is required to be registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), which Change in 1940 Act Law becomes
effective on or after the date of original issuance of the series of Preferred
Securities issued by the Associates Trust.
"Like Amount" means (i) with respect to a redemption of any series of Trust
Securities, Trust Securities of such series having a Liquidation Amount (as
defined below) equal to that portion of the principal amount of Corresponding
Junior Subordinated Debt Securities to be contemporaneously redeemed in
accordance with the Junior Subordinated Indenture, allocated to the Common
Securities and to the Preferred Securities based upon the relative Liquidation
Amounts of such classes and the proceeds of which will be used to pay the
Redemption Price of such Trust Securities, and (ii) with respect to a
distribution of Corresponding Junior Subordinated Debt Securities to holders of
any series of Trust Securities in connection with a dissolution or liquidation
of the related Associates Trust, Corresponding Junior Subordinated Debt
Securities having a principal amount equal to the Liquidation Amount of the
Trust Securities of the holder to whom such Corresponding Junior Subordinated
Debt Securities are distributed. Unless otherwise specified in the applicable
Prospectus Supplement, "Liquidation Amount" means the stated amount per Trust
Security specified in the applicable Prospectus Supplement.
"Tax Event" means the receipt by the applicable Associates Trust of an
opinion of counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced proposed change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative written decision, pronouncement, action or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which proposed change, pronouncement, action or decision
is announced on or after the date of issuance of the Preferred Securities under
the Trust Agreement, there is more than an insubstantial risk that
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(i) the Associates Trust is, or will be within 90 days of the date of such
opinion, subject to United States Federal income tax with respect to income
received or accrued on the corresponding series of Corresponding Junior
Subordinated Debt Securities, (ii) interest payable by the Company on such
series of Corresponding Junior Subordinated Debt Securities is not, or within 90
days of the date of such opinion, will not be, deductible by the Company, in
whole or in part, for United States Federal income tax purposes, or (iii) the
applicable Associates Trust is, or will be within 90 days of the date of such
opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.
After the liquidation date fixed for any distribution of Corresponding
Junior Subordinated Debt Securities for any series of Preferred Securities (i)
such series of Preferred Securities will no longer be deemed to be outstanding,
(ii) The Depository Trust Company ("DTC") or its nominee, as the record holder
of such series of Preferred Securities, will receive a registered global
certificate or certificates representing the Corresponding Junior Subordinated
Debt Securities to be delivered upon such distribution and (iii) any
certificates representing such series of Preferred Securities not held by DTC or
its nominee will be deemed to represent the Corresponding Junior Subordinated
Debt Securities having a principal amount equal to the stated liquidation
preference of such series of Preferred Securities, and bearing accrued and
unpaid interest in an amount equal to the accrued and unpaid Distributions on
such series of Preferred Securities until such certificates are presented to the
Administrative Trustees or their agent for transfer or reissuance.
There can be no assurance as to the market prices for the Preferred
Securities or the Corresponding Junior Subordinated Debt Securities that may be
distributed in exchange for Preferred Securities if a dissolution and
liquidation of an Associates Trust were to occur. Accordingly, the Preferred
Securities that an investor may purchase, or the Corresponding Junior
Subordinated Debt Securities that the investor may receive on dissolution and
liquidation of an Associates Trust, may trade at a discount to the price that
the investor paid to purchase the Preferred Securities offered hereby.
REDEMPTION PROCEDURES
Preferred Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the applicable proceeds from the contemporaneous
redemption of the Corresponding Junior Subordinated Debt Securities. Redemptions
of the Preferred Securities shall be made and the Redemption Price shall be
payable on each Redemption Date only to the extent that the related Associates
Trust has funds on hand available for the payment of such Redemption Price. See
also "-- Subordination of Common Securities."
If an Associates Trust gives a notice of redemption in respect of its
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, to the extent funds are available, the Property Trustee will deposit
irrevocably with DTC funds sufficient to pay the applicable Redemption Price and
will give DTC irrevocable instructions and authority to pay the Redemption Price
to the holders of such Preferred Securities. See "Book-Entry Issuance." If such
Preferred Securities are no longer in book-entry form, the Property Trustee, to
the extent funds are available, will irrevocably deposit with the paying agent
for such Preferred Securities funds sufficient to pay the applicable Redemption
Price and will give such paying agent irrevocable instructions and authority to
pay the Redemption Price to the holders thereof upon surrender of their
certificates evidencing such Preferred Securities. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Preferred Securities called for redemption shall be payable to the holders of
such Preferred Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of the
holders of such Preferred Securities so called for redemption will cease, except
the right of the holders of such Preferred Securities to receive the Redemption
Price, but without interest on such Redemption Price, and such Preferred
Securities will cease to be outstanding. In the event that any date fixed for
redemption of Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day. In
the event that payment of the Redemption Price in respect of Preferred
Securities called for redemption is improperly withheld or refused and not paid
either by the Associates Trust or by the Company pursuant to the Guarantee as
described under
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"Description of Guarantees", Distributions on such Preferred Securities will
continue to accrue at the then applicable rate, from the Redemption Date
originally established by the Associates Trust for such Preferred Securities to
the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.
Subject to applicable law (including, without limitation, United States
Federal securities law), the Company or its subsidiaries may at any time and
from time to time purchase outstanding Preferred Securities by tender, in the
open market or by private agreement.
Payment of the Redemption Price on the Preferred Securities and any
distribution of Corresponding Junior Subordinated Debt Securities to holders of
Preferred Securities shall be made to the applicable recordholders thereof as
they appear on the register for such Preferred Securities on the relevant record
date, which shall be one Business Day prior to the relevant Redemption Date or
liquidation date, as applicable; provided, however, that in the event that any
Preferred Securities are not in book-entry form, the relevant record date for
such Preferred Securities shall be a date at least 15 days prior to the
Redemption Date or liquidation date, as applicable, as specified in the
applicable Prospectus Supplement.
If less than all of the Preferred Securities and Common Securities issued
by an issuer are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of such Preferred Securities and Common Securities to be
redeemed shall be allocated pro rata to the Preferred Securities and the Common
Securities based upon the relative Liquidation Amounts of such classes. The
particular Preferred Securities to be redeemed shall be selected on a pro rata
basis not more than 60 days prior to the Redemption Date by the Property Trustee
from the outstanding Preferred Securities not previously called for redemption,
by such method as the Property Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal to the
Liquidation Amount or an integral multiple of the Liquidation Amount in excess
thereof) of the aggregate Liquidation Amount of Preferred Securities of a
denomination larger than the Liquidation Amount. The Property Trustee shall
promptly notify the trust registrar in writing of the Preferred Securities
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of each Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the aggregate Liquidation Amount of Preferred Securities which
has been or is to be redeemed.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Trust Securities to be
redeemed at its registered address. Unless the Company defaults in payment of
the Redemption Price on the Corresponding Junior Subordinated Debt Securities,
on and after the Redemption Date interest ceases to accrue on such Junior
Subordinated Debt Securities or portions thereof (and distributions cease to
accrue on the Related Preferred Securities or portions thereof) called for
redemption.
SUBORDINATION OF COMMON SECURITIES
Payment of Distributions on, and the Redemption Price of, each Associates
Trust's Preferred Securities and Common Securities, as applicable, shall be made
pro rata based on the Liquidation Amount of such Preferred Securities and Common
Securities; provided, however, that if on any Distribution Date or Redemption
Date an Event of Default with respect to any Junior Subordinated Debt Security
shall have occurred and be continuing, no payment of any Distribution on, or
Redemption Price of, any of the Associates Trust's Common Securities, and no
other payment on account of the redemption, liquidation or other acquisition of
such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all of the Associates Trust's
outstanding Preferred Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all of the Associates Trust's outstanding Preferred
Securities then called for redemption, shall have been made or provided for, and
all funds available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions on, or Redemption Price of, the
Associates Trust's Preferred Securities then due and payable.
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In the case of any Event of Default with respect to any Junior Subordinated
Debt Security, the Company as holder of such Associate Trust's Common Securities
will be deemed to have waived any right to act with respect to any such Event of
Default under the applicable Trust Agreement until the effect of all such Events
of Default with respect to such Preferred Securities have been cured, waived or
otherwise eliminated. Until any such Events of Default under the applicable
Trust Agreement with respect to the Preferred Securities have been so cured,
waived or otherwise eliminated, the Property Trustee shall act solely on behalf
of the holders of such Preferred Securities and not on behalf of the Company as
holder of the Associates Trust's Common Securities, and only the holders of such
Preferred Securities will have the right to direct the Property Trustee to act
on their behalf.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Pursuant to each Trust Agreement, each Associates Trust shall automatically
dissolve upon expiration of its term and shall dissolve on the first to occur
of: (i) certain events of bankruptcy, dissolution or liquidation of the Company;
(ii) the distribution of a Like Amount of the Corresponding Junior Subordinated
Debt Securities to the holders of its Trust Securities, if the Company, as
Depositor, has given written direction to the Property Trustee to dissolve such
Associates Trust (which direction is optional and wholly within the discretion
of the Company, as Depositor); (iii) the redemption of all of the Associates
Trust's Trust Securities following a Special Event; (iv) redemption of all of
the Associates Trust's Preferred Securities as described under "Description of
Preferred Securities -- Redemption or Exchange -- Mandatory Redemption"; and (v)
the entry of an order for the dissolution of such Associates Trust by a court of
competent jurisdiction.
If an early termination occurs as described in clause (i), (ii) or (v)
above, the Associates Trust shall be liquidated by the Issuer Trustees as
expeditiously as the Issuer Trustees determine to be possible by distributing,
after satisfaction of liabilities to creditors of such Associates Trust as
provided by applicable law, to the holders of such Trust Securities a Like
Amount of the Corresponding Junior Subordinated Debt Securities, unless such
distribution is determined by the Property Trustee not to be practical, in which
event such holders will be entitled to receive out of the assets of the
Associates Trust available for distribution to holders, after satisfaction of
liabilities to creditors of such Associates Trust as provided by applicable law,
an amount equal to, in the case of holders of Preferred Securities, the
aggregate of the Liquidation Amount plus accrued and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because such Associates Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by
such Associates Trust on its Preferred Securities shall be paid on a pro rata
basis. The holder(s) of such Associates Trust's Common Securities will be
entitled to receive distributions upon any such liquidation pro rata with the
holders of its Preferred Securities, except that if a Junior Subordinated Debt
Security Event of Default has occurred and is continuing, the Preferred
Securities shall have a priority over the Common Securities. A supplemental
Indenture may provide that if an early termination occurs as described in clause
(v) above, the Corresponding Junior Subordinated Debt Securities may be subject
to optional redemption in whole (but not in part).
EVENTS OF DEFAULT; NOTICE
Any one of the following events constitutes an "Event of Default" under
each Trust Agreement (a "Trust Event of Default") with respect to the Preferred
Securities issued thereunder (whatever the reason for such Trust Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(i) the occurrence of an Event of Default with respect to a Junior
Subordinated Debt Security under the Junior Subordinated Indenture (see
"Description of Debt Securities -- Events of Default"); or
(ii) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such
default for a period of 30 days; or
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(iii) default by the Property Trustee in the payment of any Redemption
Price of any Trust Security when it becomes due and payable; or
(iv) default in the performance, or breach, in any material respect,
of any covenant or warranty of the Issuer Trustees in such Trust Agreement
(other than a covenant or warranty a default in the performance of which or
the breach of which is dealt with in clause (ii) or (iii) above), and
continuation of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the defaulting Issuer
Trustee or Trustees by the holders of at least 25% in aggregate liquidation
preference of the outstanding Preferred Securities of the applicable
Associates Trust, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" under such Trust Agreement; or
(v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee and the failure by the Company to appoint a
successor Property Trustee within 60 days thereof.
Within five Business Days after the occurrence of any Trust Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit notice of such Trust Event of Default to the holders of such Associates
Trust's Preferred Securities, the Administrative Trustees and the Company, as
Depositor, unless such Trust Event of Default shall have been cured or waived.
The Company, as Depositor, and the Administrative Trustees are required to file
annually with the Property Trustee a certificate as to whether or not they are
in compliance with all the conditions and covenants applicable to them under
each Trust Agreement.
If an Event of Default with respect to a Junior Subordinated Debt Security
has occurred and is continuing, the Preferred Securities shall have a preference
over the Common Securities upon termination of each Associates Trust as
described above. See "-- Liquidation Distribution Upon Dissolution." The
existence of a Trust Event of Default does not entitle the holders of Preferred
Securities to cause the redemption of the Preferred Securities.
REMOVAL OF ISSUER TRUSTEES
Unless an Event of Default with respect to a Junior Subordinated Debt
Security shall have occurred and be continuing, any Issuer Trustee may be
removed at any time by the holder of the Common Securities. If an Event of
Default with respect to a Junior Subordinated Debt Security has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at such
time by the holders of a majority in Liquidation Amount of the outstanding
Preferred Securities. In no event will the holders of the Preferred Securities
have the right to vote to appoint, remove or replace the Administrative
Trustees, which voting rights are vested exclusively in the Company as the
holder of the Common Securities. No resignation or removal of an Issuer Trustee
and no appointment of a successor trustee shall be effective until the
acceptance of appointment by the successor trustee in accordance with the
provisions of the applicable Trust Agreement.
CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE
Unless a Trust Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Company, as the holder of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such person or persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of the applicable Trust Agreement. In case an Event of
Default with respect to a Junior Subordinated Debt Security has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment.
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MERGER OR CONSOLIDATION OF ISSUER TRUSTEES
Any corporation into which the Property Trustee, the Delaware Trustee or
any Administrative Trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of such Trustee, shall be the successor of such Trustee under
each Trust Agreement, provided such corporation shall be otherwise qualified and
eligible.
MERGERS, CONSOLIDATIONS, CONVERSIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
ASSOCIATES TRUSTS
An Associates Trust may not merge with or into, consolidate, convert into,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other Person, except
as described below, as described in "Liquidation Distribution Upon Dissolution"
or as described in the Prospectus Supplement with respect to the Preferred
Securities. An Associates Trust may, at the request of the Company, with the
consent of the Administrative Trustees and without the consent of the holders of
the Preferred Securities, merge with or into, consolidate, convert into,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State; provided, that (i) such successor entity either (a) expressly
assumes all of the obligations of such Associates Trust with respect to the
Preferred Securities or (b) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (the
"Successor Securities") so long as the Successor Securities rank the same as the
Preferred Securities rank in priority with respect to distributions and payments
upon liquidation, redemption and otherwise, (ii) the Company expressly appoints
a trustee of such successor entity possessing the same powers and duties as the
Property Trustee as the holder of the Corresponding Junior Subordinated Debt
Securities, (iii) the Successor Securities are listed, or any Successor
Securities will be listed upon notification of issuance, on any national
securities exchange or other organization on which the Preferred Securities are
then listed, if any, (iv) such merger, consolidation, conversion, amalgamation,
replacement, conveyance, transfer or lease does not cause the Preferred
Securities (including any successor securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Preferred Securities (including any Successor Securities) in any
material respect, (vi) such successor entity has a purpose substantially similar
to that of the Associates Trust, (vii) prior to such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease, the
Company has received an opinion from independent counsel to the Associates Trust
experienced in such matters to the effect that (a) such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, conversion, amalgamation,
replacement, conveyance, transfer or lease, neither the Associates Trust nor
such successor entity will be required to register as an investment company
under the Investment Company Act and (viii) the Company or any permitted
successor or assignee owns all of the Common Securities of such successor entity
and guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, an Associates Trust shall not, except with the consent of holders of
100% in Liquidation Amount of the Preferred Securities, merge with or into,
consolidate, convert into, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such merger, consolidation, conversion, amalgamation, replacement,
conveyance, transfer or lease would cause the Associates Trust or the successor
entity to be classified as other than a grantor trust for United States Federal
income tax purposes.
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VOTING RIGHTS; AMENDMENT OF EACH TRUST AGREEMENT
Except as provided below and under "Description of Guarantees -- Amendments
and Assignment" and as otherwise required by law and the applicable Trust
Agreement, the holders of the Preferred Securities will have no voting rights.
Each Trust Agreement may be amended from time to time by the Company, the
Property Trustee and the Administrative Trustees, without the consent of the
holders of the Preferred Securities (i) to cure any ambiguity, correct or
supplement any provisions in such Trust Agreement that may be inconsistent with
any other provision, or to make any other provisions with respect to matters or
questions arising under such Trust Agreement, which shall not be inconsistent
with the other provisions of such Trust Agreement, or (ii) to modify, eliminate
or add to any provisions of such Trust Agreement to such extent as shall be
necessary to ensure that the Associates Trust will be classified for United
States Federal income tax purposes as a grantor trust at all times that any
Trust Securities are outstanding or to ensure that the Associates Trust will not
be required to register as an "investment company" under the Investment Company
Act; provided, however, that in the case of clause (i), such action shall not
adversely affect in any material respect the interests of any holder of Trust
Securities, and any such amendments of such Trust Agreement shall become
effective when notice thereof is given to the holders of Trust Securities. Each
Trust Agreement may be amended by the Issuer Trustees and the Company with (i)
the consent of holders representing not less than a majority (based upon
Liquidation Amounts) of the outstanding Trust Securities, and (ii) receipt by
the Issuer Trustees of an opinion of counsel experienced in such matters to the
effect that such amendment or the exercise of any power granted to the Issuer
Trustees in accordance with such amendment will not affect the Associates
Trust's status as a grantor trust for United States Federal income tax purposes
or the Associates Trust's exemption from status as an "investment company" under
the Investment Company Act, provided that without the consent of each holder of
Trust Securities, such Trust Agreement may not be amended to (i) change the
amount or timing of any Distribution on the Trust Securities or otherwise
adversely affect the amount of any Distribution required to be made in respect
of the Trust Securities as of a specified date or (ii) restrict the right of a
holder of Trust Securities to institute suit for the enforcement of any such
payment on or after such date.
So long as any Corresponding Junior Subordinated Debt Securities are held
by the Property Trustee, the Issuer Trustees shall not (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Junior Subordinated Indenture Trustee, or executing any trust or power conferred
on the Property Trustee with respect to such Corresponding Junior Subordinated
Debt Securities, (ii) waive any past default that is waivable under Section 8.01
of the Junior Subordinated Indenture, (iii) exercise any right to rescind or
annul a declaration that the principal of all the Junior Subordinated Debt
Securities shall be due and payable or (iv) consent to any amendment,
modification or termination of the Junior Subordinated Indenture or such
Corresponding Junior Subordinated Debt Securities, where such consent shall be
required, without, in each case, obtaining the prior approval of the holders of
a majority in aggregate Liquidation Amount of all outstanding Preferred
Securities; provided, however, that where a consent under the Junior
Subordinated Indenture would require the consent of each holder of Corresponding
Junior Subordinated Debt Securities affected thereby, no such consent shall be
given by the Property Trustee without the prior consent of each holder of the
corresponding Preferred Securities. The Issuer Trustees shall not revoke any
action previously authorized or approved by a vote of the holders of the
Preferred Securities except by subsequent vote of the holders of the Preferred
Securities. The Property Trustee shall notify each holder of Preferred
Securities of any notice of default with respect to the Corresponding Junior
Subordinated Debt Securities. In addition to obtaining the foregoing approvals
of the holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Issuer Trustees shall obtain an opinion of counsel to the effect
that the Associates Trust will not be classified as a corporation for United
States Federal income tax purposes on account of such action.
Any required approval of holders of Preferred Securities may be given at a
meeting of holders of Preferred Securities convened for such purpose or pursuant
to written consent. The Property Trustee will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote to be given to each
holder of record of Preferred Securities in the manner set forth in each Trust
Agreement.
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No vote or consent of the holders of Preferred Securities will be required
for an Associates Trust to redeem and cancel its Preferred Securities in
accordance with the applicable Trust Agreement.
Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by the Company, the Issuer Trustees or any affiliate
of the Company or any Issuer Trustees, shall, for purposes of such vote or
consent, be treated as if they were not outstanding.
GLOBAL PREFERRED SECURITIES
DTC will act as securities depositary for all of the Preferred Securities
and the Corresponding Junior Subordinated Debt Securities, unless otherwise
referred to in the Prospectus Supplement relating to an offering of Preferred
Securities and any Corresponding Junior Subordinated Debt Securities. The
Preferred Securities and the Corresponding Junior Subordinated Debt Securities
will be issued only as fully-registered securities registered in the name of
Cede & Co. (DTC's nominee). One or more fully-registered Global Securities will
be issued for the Preferred Securities of each Associates Trust and the
Corresponding Junior Subordinated Debt Securities, representing in the aggregate
the total number of such Associates Trust's Preferred Securities or aggregate
principal balance of Corresponding Junior Subordinated Debt Securities,
respectively, and will be deposited with DTC.
For a description of such depositary arrangements, see "Book-Entry
Issuance." Any additional terms of the depositary arrangements with respect to a
series of Preferred Securities and any Corresponding Junior Subordinated Debt
Securities and the rights of and limitations on owners of beneficial interests
in Book-Entry Securities (as defined herein) representing all or a portion of a
series of Preferred Securities and any Corresponding Junior Subordinated Debt
Securities may be described in the Prospectus Supplement relating to such
series.
PAYMENT AND PAYING AGENCY
Payments in respect of the Preferred Securities shall be made to the
Depositary, which shall credit the relevant accounts at the Depositary on the
applicable Distribution Dates or, if any Associates Trust's Preferred Securities
are not held by the Depositary, such payments shall be made by check mailed to
the address of the holder entitled thereto as such address shall appear on the
Register. Unless otherwise specified in the applicable Prospectus Supplement,
the paying agent (the "Paying Agent") shall initially be the Property Trustee
and any co-paying agent chosen by the Property Trustee and acceptable to the
Administrative Trustees and the Company. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Property Trustee and
the Company. In the event that the Property Trustee shall no longer be the
Paying Agent, the Administrative Trustees shall appoint a successor (which shall
be a bank or trust company acceptable to the Administrative Trustees and the
Company) to act as Paying Agent.
REGISTRAR AND TRANSFER AGENT
Unless otherwise specified in the applicable Prospectus Supplement, the
Property Trustee will act as registrar and transfer agent for the Preferred
Securities.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of each Associates Trust, but upon payment of any tax or
other governmental charges that may be imposed in connection with any transfer
or exchange. The Associates Trusts will not be required to register or cause to
be registered the transfer of their Preferred Securities after such Preferred
Securities have been called for redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The Property Trustee, other than during the occurrence and continuance of a
Trust Event of Default, undertakes to perform only such duties as are
specifically set forth in each Trust Agreement and, after such Trust Event of
Default, must exercise the same degree of care and skill as a prudent person
would exercise or
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use in the conduct of his or her own affairs. Subject to this provision, the
Property Trustee is under no obligation to exercise any of the powers vested in
it by the applicable Trust Agreement at the request of any holder of Preferred
Securities unless it is offered reasonable indemnity against the costs, expenses
and liabilities that might be incurred thereby. If no Trust Event of Default has
occurred and is continuing and the Property Trustee is required to decide
between alternative causes of action, construe ambiguous provisions in the
applicable Trust Agreement or is unsure of the application of any provision of
the applicable Trust Agreement, and the matter is not one on which holders of
Preferred Securities are entitled under such Trust Agreement to vote, then the
Property Trustee shall take such action as is directed by the Company and if not
so directed, shall take such action as it deems advisable and in the best
interests of the holders of the Trust Securities and will have no liability
except for its own bad faith, negligence or willful misconduct.
MISCELLANEOUS
The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate the Associates Trusts in such a way that no Associates
Trust will be deemed to be an "investment company" required to be registered
under the Investment Company Act or classified as an association taxable as a
corporation for United States Federal income tax purposes and so that the
Corresponding Junior Subordinated Debt Securities will be treated as
indebtedness of the Company for United States Federal income tax purposes. In
this connection, the Company and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the certificate of trust
of each Associates Trust or each Trust Agreement, that the Company and the
Administrative Trustees determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not materially
adversely affect the interests of the holders of the related Preferred
Securities.
Holders of the Preferred Securities have no preemptive or similar rights.
No Associates Trust may borrow money or issue debt or mortgage or pledge
any of its assets.
DESCRIPTION OF GUARANTEES
A Guarantee will be executed and delivered by the Company concurrently with
the issuance by each Associates Trust of its Preferred Securities for the
benefit of the holders from time to time of such Preferred Securities. The Chase
Manhattan Bank will act as indenture trustee ("Guarantee Trustee") under each
Guarantee for the purposes of compliance with the Trust Indenture Act, and each
Guarantee will be qualified as an indenture under the Trust Indenture Act. This
summary of certain provisions of the Guarantees does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the
provisions of each Guarantee Agreement, including the definitions therein of
certain terms, and the Trust Indenture Act. The form of the Guarantee has been
filed as an exhibit to the Registration Statement of which this Prospectus forms
a part. Reference in this summary to Preferred Securities means that Associates
Trust's Preferred Securities to which a Guarantee relates. The Guarantee Trustee
will hold each Guarantee for the benefit of the holders of the related
Associates Trust's Preferred Securities.
GENERAL
The Company will irrevocably agree to pay in full on a junior subordinated
basis, to the extent set forth herein, the Guarantee Payments (as defined below)
to the holders of the Preferred Securities, as and when due, regardless of any
defense, right of set-off or counterclaim that such Associates Trust may have or
assert other than the defense of payment. The following payments with respect to
the Preferred Securities, to the extent not paid by or on behalf of the related
Associates Trust (the "Guarantee Payments"), will be subject to the Guarantee:
(i) any accumulated and unpaid Distributions required to be paid on such
Preferred Securities, to the extent that such Associates Trust has funds on hand
available therefor at such time, (ii) the Redemption Price with respect to any
Preferred Securities called for redemption to the extent that such Associates
Trust has funds on hand available therefor at such time, or (iii) upon a
voluntary or involuntary dissolution, winding up or liquidation of such
Associates Trust (unless the Corresponding Junior Subordinated Debt Securities
are distributed to holders of such Preferred Securities), the lesser of (a) the
Liquidation
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Distribution and (b) the amount of assets of such Associates Trust remaining
available for distribution to holders of Preferred Securities. The Company's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Company to the holders of the applicable Preferred
Securities or by causing the Associates Trust to pay such amounts to such
holders.
Each Guarantee will be an irrevocable guarantee on a junior subordinated
basis of the related Associates Trust's obligations under the Preferred
Securities, but will apply only to the extent that such related Associates Trust
has funds sufficient to make such payments, and is not a guarantee of
collection.
If the Company does not make interest payments on the Corresponding Junior
Subordinated Debt Securities held by the Associates Trust, the Associates Trust
will not be able to pay Distributions on the Preferred Securities and will not
have funds legally available therefor. Each Guarantee will rank subordinate and
junior in right of payment to all Senior Debt and Subordinated Debt of the
Company. See "-- Status of the Guarantees." The majority of the operating assets
of the Company and its consolidated subsidiaries are owned by such subsidiaries.
The Company relies primarily on dividends from such subsidiaries to meet its
obligations for payment of principal and interest on its outstanding debt
obligations and corporate expenses. Accordingly, the Company's obligations under
the Guarantees will be effectively subordinated to all existing and future
liabilities of the Company's subsidiaries, and claimants should look only to the
assets of the Company for payments thereunder. See "Description of Debt
Securities -- General." Except as otherwise provided in the applicable
Prospectus Supplement, the Guarantees do not limit the incurrence or issuance of
other secured or unsecured debt of the Company, whether under the Indenture, any
other indenture that the Company may enter into in the future or otherwise. See
the Prospectus Supplement relating to any offering of Preferred Securities.
The Company's obligations described herein and in any accompanying
Prospectus Supplement, through the applicable Guarantee, the applicable Trust
Agreement, the Junior Subordinated Debt Securities, the Junior Subordinated
Indenture and any supplemental indentures thereto, taken together, constitute a
full, irrevocable and unconditional guarantee by the Company of payments due on
the Preferred Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing a full, irrevocable and unconditional guarantee of the
Associates Trust's obligations under the Preferred Securities. See "The
Associates Trusts," "Description of Preferred Securities," and "Description of
the Debt Securities -- Subordinated Securities and Junior Subordinated Debt
Securities."
STATUS OF THE GUARANTEES
Each Guarantee will constitute an unsecured obligation of the Company and
will rank subordinate and junior in right of payment to all Senior Debt and
Subordinated Debt.
Each Guarantee will rank pari passu with all other Guarantees issued by the
Company relating to Preferred Securities. Each Guarantee will constitute a
guarantee of payment and not of collection (i.e., the guaranteed party may
institute a legal proceeding directly against the Guarantor to enforce its
rights under the Guarantee without first instituting a legal proceeding against
any other person or entity). Each Guarantee will be held for the benefit of the
holders of the related Preferred Securities. Each Guarantee will not be
discharged except by payment of the Guarantee Payments in full to the extent not
paid by the Associates Trust or upon distribution to the holders of the
Preferred Securities of the Corresponding Junior Subordinated Debt Securities.
None of the Guarantees places a limitation on the amount of additional Senior
Debt or Subordinated Debt that may be incurred by the Company. The Company
expects from time to time to incur additional indebtedness constituting Senior
Debt or Subordinated Debt.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes which do not materially adversely affect
the rights of holders of the related Preferred Securities in any material
respect (in which case no vote will be required), no Guarantee may be amended
without the prior approval of the holders of not less than a majority of the
aggregate Liquidation Amount of such outstanding Preferred Securities. The
manner of obtaining any such approval will
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be as set forth under "Description of the Preferred Securities -- Voting Rights;
Amendment of Each Trust Agreement." All guarantees and agreements contained in
each Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the holders of
the related Preferred Securities then outstanding.
EVENTS OF DEFAULT
An event of default under each Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder. The
holders of not less than a majority in aggregate Liquidation Amount of the
related Preferred Securities have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Guarantee Trustee
in respect of such Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under such Guarantee.
Any holder of the Preferred Securities may institute a legal proceeding
directly against the Company to enforce its rights under such Guarantee without
first instituting a legal proceeding against the Associates Trust, the Guarantee
Trustee or any other person or entity.
The Company, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not the Company is in compliance with all
the conditions and covenants applicable to it under the Guarantee.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, other than during the occurrence and continuance of
a default by the Company in performance of any Guarantee, undertakes to perform
only such duties as are specifically set forth in each Guarantee and, after
default with respect to any Guarantee, must exercise the same degree of care and
skill as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Guarantee Trustee is under no obligation
to exercise any of the powers vested in it by any Guarantee at the request of
any holder of any Preferred Securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.
TERMINATION OF THE GUARANTEES
Each Guarantee will terminate and be of no further force and effect upon
full payment of the Redemption Price of the related Preferred Securities, upon
full payment of the amounts payable upon liquidation of the related Associates
Trust or upon distribution of Corresponding Junior Subordinated Debt Securities
to the holders of the related Preferred Securities. Each Guarantee will continue
to be effective or will be reinstated, as the case may be, if at any time any
holder of the related Preferred Securities must restore payment of any sums paid
under such Preferred Securities or such Guarantee.
GOVERNING LAW
Each Guarantee will be governed by and construed in accordance with the
laws of the State of New York.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, representing contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of shares of Class A Common Stock at a future date
or dates. The price per share of Class A Common Stock may be fixed at the time
the Stock Purchase Contracts are issued or may be determined by reference to a
specific formula set forth in the Stock Purchase Contracts. The Stock Purchase
Contracts may be issued separately or as a part of units ("Stock Purchase
Units") consisting of a Stock Purchase Contract and either (x) Senior Debt
Securities, Subordinated Debt Securities or Junior Subordinated Debt Securities,
(y) debt obligations of third parties, including U.S. Treasury securities, or
(z) Preferred Securities of an Associates Trust, securing the holder's
obligations to purchase the Class A Common Stock under the Stock Purchase
Contracts. The Stock Purchase Contracts may require the Company to make periodic
payments to the holders of the Stock Purchase Units or vice versa, and such
payments may be unsecured or prefunded on some basis. The Stock Purchase
Contracts may require holders to secure their obligations thereunder in a
specified manner and in certain circumstances the Company may deliver newly
issued prepaid stock purchase contracts ("Prepaid Securities") upon release to a
holder of any collateral securing such holder's obligations under the original
Stock Purchase Contract.
The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units and, if applicable, Prepaid
Securities. The description in the Prospectus Supplement will not purport to be
complete and will be qualified in its entirety by reference to the Stock
Purchase Contracts, the collateral arrangements and depositary arrangements, if
applicable, relating to such Stock Purchase Contracts or Stock Purchase Units
and, if applicable, the Prepaid Securities and the document pursuant to which
such Prepaid Securities will be issued. Certain material United States Federal
income tax considerations applicable to the Stock Purchase Units and Stock
Purchase Contracts will be set forth in the Prospectus Supplement relating
thereto.
BOOK-ENTRY ISSUANCE
The Debt Securities, Preferred Securities and Corresponding Junior
Subordinated Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be deposited with, or on
behalf of, the Depositary identified in the Prospectus Supplement relating to
such series (the "Book-Entry Securities"). Unless otherwise indicated in the
applicable Prospectus Supplement for such series, the Depositary will be DTC.
Book-Entry Securities may be issued only in fully registered form and in either
temporary or permanent form. Unless and until it is exchanged in whole or in
part for the individual Book-Entry Securities represented thereby, a Book-Entry
Security may not be transferred except as a whole by the Depositary for such
Book-Entry Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any nominee to a successor Depositary or any nominee of such
successor.
DTC has advised the Company as follows: DTC is a limited purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds securities that its Participants
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations ("Direct
Participants"). DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain custodial relationships with Direct
Participants, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Commission.
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Purchases of Book-Entry Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Book-Entry
Securities on DTC's records. The ownership interest of each actual purchaser of
each Book-Entry Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Book-Entry
Securities. Transfers of ownership interests in the Book-Entry Securities are to
be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Book-Entry Securities, except in the event that use
of the book-entry system is discontinued. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
To facilitate subsequent transfers, all Book-Entry Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Book-Entry Securities with DTC and their registration
in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Book-Entry Securities; DTC's
records reflect only the identity of the Direct Participants to whose accounts
such Book-Entry Securities are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
The Company and the Associates Trusts expect that conveyance of notices and
other communications buy DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners and the voting rights of Direct Participants, Indirect
Participants and Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Redemption notices shall be sent to Cede & Co. as the registered holder of
the Book-Entry Securities.
Although voting with respect to the Book-Entry Securities is limited to the
holders of record of the Book-Entry Securities, in those instances in which a
vote is required, neither DTC nor Cede & Co. will itself consent or vote with
respect to Book-Entry Securities. Under its usual procedures, DTC would mail an
omnibus proxy (the "Omnibus Proxy") to the relevant Trustee as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts such Book-Entry
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
As long as the Book-Entry Securities are held by DTC or its nominee and DTC
continues to make its same-day funds settlement system available to the Company,
all payments on the Book-Entry Securities (other than Preferred Securities or
Corresponding Junior Subordinated Debt Securities) will be made by the Company
in immediately available funds to DTC. Distribution payments on the Preferred
Securities or the Junior Subordinated Debt Securities will be made by the
relevant Trustee to DTC. The Company and the Associates Trusts have been advised
that DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices and will be the responsibility of
such Participant and not of DTC, the relevant Trustee, the Associates Trust (as
applicable) or the Company, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment on Book-Entry Securities to DTC
is the responsibility of the Company or the relevant Trustee (as applicable),
disbursement of such payments to Direct Participants is the responsibility of
DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Unless otherwise specified in the applicable Prospectus Supplement, if a
Depositary for a series of Preferred Securities is at any time unwilling, unable
or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual
Preferred Securities of such series in exchange for the Global Security
representing such series of Preferred Securities.
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In addition, the Company may at any time and in its sole discretion, subject to
any limitations described in the Prospectus Supplement relating to such
Preferred Securities, determine not to have any Preferred Securities of such
series represented by one or more Global Securities and, in such event, will
issue individual Preferred Securities of such series in exchange for the Global
Security or Securities representing such series of Preferred Securities.
Further, if the Company so specifies with respect to the Preferred Securities of
a series, an owner of a beneficial interest in a Global Security representing
Preferred Securities of such series may, on terms acceptable to the Company, the
Property Trustee and the Depositary for such Global Security, receive individual
Preferred Securities of such series in exchange for such beneficial interests,
subject to any limitations described in the Prospectus Supplement relating to
such Preferred Securities. In any such instance, a Beneficial Owner in such
Global Security will be entitled to physical delivery of individual Preferred
Securities of the series represented by such Global Security equal in principal
amount to such beneficial interest and to have such Preferred Securities
registered in its name. Individual Preferred Securities of such series so issued
will be issued in such denominations as set forth in the accompanying Prospectus
Supplement.
DTC may discontinue providing its services as securities depositary with
respect to Debt Securities at any time by giving reasonable notice to the
Company or the Indenture Trustee. Under such circumstances, if a successor
depositary is not appointed by the Company within 90 days, the Company will
issue individual definitive Debt Securities in exchange for all the Global
Securities representing such Debt Securities. In addition, the Company may at
any time and in its sole discretion determine not to have the Debt Securities
represented by Global Securities and, in such event, will issue individual
definitive Debt Securities in exchange for all the Global Securities
representing the Debt Securities. Individual definitive Debt Securities so
issued will be issued in denominations of $1,000 and any larger amount that is
an integral multiple of $1,000 and registered in such names as DTC shall direct.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Associates Trusts and the Company
believe to be accurate, but the Associates Trusts and the Company assume no
responsibility for the accuracy thereof. Neither the Associates Trusts nor the
Company has any responsibility for the performance by DTC or its Participants of
their respective obligations as described herein or under the rules and
procedures governing their respective operations.
RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES
AND THE GUARANTEES
FULL AND UNCONDITIONAL GUARANTEE
Payments of Distributions and other amounts due on the Preferred Securities
(to the extent the Associates Trust has funds available for the payment of such
Distributions) are irrevocably guaranteed by the Company as and to the extent
set forth under "Description of Guarantees." Taken together, the Company's
obligations under each series of Junior Subordinated Debt Securities, the Junior
Subordinated Indenture, the related Trust Agreement, the related Expense
Agreement, and the related Guarantee provide, in the aggregate, a full,
irrevocable and unconditional guarantee of payments of distributions and other
amounts due on the related series of Preferred Securities. No single document
standing alone or operating in conjunction with fewer than all of the other
documents constitutes such guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and unconditional
guarantee of the Associates Trust's obligations under the Preferred Securities.
If and to the extent that the Company does not make payments on any series of
Corresponding Junior Subordinated Debt Securities, such Associates Trust will
not pay Distributions or other amounts due on its Preferred Securities. The
Guarantees do not cover payment of Distributions when the related Associates
Trust does not have sufficient funds to pay such Distributions. In such event,
the remedy of a holder of a series of Preferred Securities is to institute a
legal proceeding directly against the Company for enforcement of payment of such
Distributions to such holder. The obligations of the Company under each
Guarantee are subordinate and junior in right of payment to all Senior Debt and
Subordinated Debt of the Company.
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SUFFICIENCY OF PAYMENTS
As long as payments of interest and other payments are made when due on
each series of Corresponding Junior Subordinated Debt Securities, such payments
will be sufficient to cover Distributions and other payments due on the related
Preferred Securities, primarily because (i) the aggregate principal amount of
each series of Corresponding Junior Subordinated Debt Securities will be equal
to the sum of the aggregate stated Liquidation Amount of the Related Preferred
Securities and related Common Securities; (ii) the interest rate and interest
and other payment dates on each series of Corresponding Junior Subordinated Debt
Securities will match the Distribution rate and Distribution and other payment
dates for the related Preferred Securities; (iii) the Company shall pay for all
and any costs, expenses and liabilities of such Associates Trust except the
Associates Trust's obligations to holders of its Preferred Securities under such
Preferred Securities; and (iv) each Trust Agreement further provides that the
Associates Trust will not engage in any activity that is not consistent with the
limited purposes of such Associated Trust.
Notwithstanding anything to the contrary in the Junior Subordinated
Indenture, the Company has the right to set-off any payment it is otherwise
required to make thereunder with and to the extent the Company has theretofore
made, or is concurrently on the date of such payment making, a payment under the
related Guarantee.
ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES
A holder of any related Preferred Security may institute a legal proceeding
directly against the Company to enforce its rights under the related Guarantee
without first instituting a legal proceeding against the Guarantee Trustee, the
related Associated Trust or any other person or entity.
A default or event of default under any Senior Debt or Subordinated Debt of
the Company would not necessarily constitute a Trust Event or Default. However,
in the event of payment defaults under, or acceleration of, Senior Debt or
Subordinated Debt of the Company, the subordination provisions of the Junior
Subordinated Indenture provide that no payments may be made in respect of the
Corresponding Junior Subordinated Debt Securities until such Senior Debt or
Subordinated Debt has been paid in full or any payment default thereunder has
been cured or waived. Failure to make required payments on any series of
Corresponding Junior Subordinated Debt Securities would constitute a Trust Event
of Default.
LIMITED PURPOSE OF ASSOCIATES TRUSTS
Each Associates Trust's Preferred Securities evidence a beneficial interest
in such Associates Trust, and each Associates Trust exists for the sole purpose
of issuing its Preferred Securities and Common Securities and investing the
proceeds thereof in Corresponding Junior Subordinated Debt Securities. A
principal difference between the rights of a holder of a Preferred Security and
a holder of a Corresponding Junior Subordinated Debt Security is that a holder
of a Corresponding Junior Subordinated Debt Security is entitled to receive from
the Company the principal amount of and interest accrued on Corresponding Junior
Subordinated Debt Securities held, while a holder of Preferred Securities is
entitled to receive Distributions from such Associates Trust (or from the
Company under the applicable Guarantee) if and to the extent such Associates
Trust has funds available for the payment of such Distributions.
RIGHTS UPON DISSOLUTION
Upon any voluntary or involuntary termination, winding-up or liquidation of
any Associates Trust involving the liquidation of the Corresponding Junior
Subordinated Debt Securities, the holders of the related Preferred Securities
will be entitled to receive, out of assets held by such Associates Trust and,
after satisfaction of creditors of such Associates Trust as provided by
applicable law, the Liquidation Distribution in cash. See "Description of
Preferred Securities -- Liquidation Distribution Upon Dissolution." Upon any
voluntary or involuntary liquidation or bankruptcy of the Company, the Property
Trustee, as holder of the Corresponding Junior Subordinated Debt Securities,
would be a subordinated creditor of the Company, subordinated in right of
payment to all Senior Debt and Subordinated Debt, but entitled to receive
payment in full of principal and interest, before any stockholders of the
Company receive payments or distributions. Since
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<PAGE> 47
the Company is the guarantor under each Guarantee and has agreed to pay for all
costs, expenses and liabilities of each Associates Trust (other than the
Associates Trust's obligations to the holders of its Preferred Securities), the
positions of a holder of such Preferred Securities and a holder of such
Corresponding Junior Subordinated Debt Securities relative to other creditors
and to stockholders of the Company in the event of liquidation or bankruptcy of
the Company are expected to be substantially the same.
PLAN OF DISTRIBUTION
The Company and/or any Associates Trust may sell the Securities in any one
or more of the following ways from time to time: (i) to or through underwriters
or dealers; (ii) directly to one or more purchasers; or (iii) through agents.
The Prospectus Supplement with respect to the Securities being offered thereby
sets forth the terms of the offering of such Securities, including the name or
names of any underwriters, the purchase price of such Securities and the
proceeds to the Company and/or an Associates Trust from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price, any discounts or concessions allowed or
reallowed or paid to dealers, and any securities exchange on which such
Securities may be listed. Only underwriters so named in the Prospectus
Supplement are deemed to be underwriters in connection with the Securities
offered thereby.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Company's and/or the applicable
Associates Trust's Prospectus Supplement if any of such Securities are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, by one or more firms
("remarketing firms") acting as principals for their own accounts or as agents
for the Company and/or an applicable Associates Trust. Any remarketing firm will
be identified and the terms of its agreement, if any, with the Company and its
compensation will be described in the Prospectus Supplement. Remarketing firms
may be deemed to be underwriters in connection with the Securities remarketed
thereby.
Securities may also be sold directly by the Company and/or an Associates
Trust or through agents designated by the Company from time to time. Any agent
involved in the offering and sale of the Securities in respect of which this
Prospectus is delivered is named, and any commissions payable by the Company
and/or an Associates Trust to such agent are set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent is acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company and/or an
Associates Trust will authorize agents, underwriters or dealers to solicit
offers by certain institutional investors to purchase Securities providing for
payment and delivery on a future date specified in the Prospectus Supplement.
There may be limitations on the minimum amount which may be purchased by any
such institutional investor or on the portion of the aggregate principal amount
of the particular Securities which may be sold pursuant to such arrangements.
Institutional investors to which such offers may be made, when authorized,
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and such other
institutions as may be approved by the Company and/or an Associates Trust. The
obligations of any such purchasers pursuant to such delayed delivery and payment
arrangements will not be subject to any conditions except (i) the purchase by an
institution of the particular Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject, and (ii) if the particular Securities are being sold to
underwriters, the Company and/or an Associates Trust shall have sold to such
underwriters the total principal amount of such Securities less the principal
amount thereof covered by such arrangements. Underwriters will not have any
responsibility in
45
<PAGE> 48
respect of the validity of such arrangements or the performance of the Company
or such institutional investors thereunder.
If any underwriter or any selling group member intends to engage in
stabilizing, syndicate short covering transactions, penalty bids or any other
transaction in connection with the offering of Securities that may stabilize,
maintain, or otherwise affect the price of such Securities, such intention and a
description of such transactions will be described in the Prospectus Supplement.
Agents and underwriters may be entitled under agreements entered into with
the Company and/or the applicable Associates Trust to indemnification by the
Company against certain civil liabilities, including liabilities under the
Securities Act of 1933, or to contribution with respect to payments which the
agents or underwriters may be required to make in respect thereof. Agents and
underwriters may engage in transactions with, or perform services for, the
Company and its subsidiaries in the ordinary course of business.
VALIDITY OF SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplements, the
certain legal matters will be passed upon for the Company and the Associates
Trusts by Timothy M. Hayes or Frederic C. Liskow, each an Assistant General
Counsel of the Company, 250 East Carpenter Freeway, Irving, TX 75062-2729, for
the Associates Trusts by Richards, Layton & Finger, P.A., special Delaware
counsel to the Associates Trusts, One Rodney Square, Wilmington, Delaware 19801
and for any underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited
liability partnership including professional corporations, 125 West 55th Street,
New York, New York 10019. Mr. Hayes and Mr. Liskow each own shares of the
Company's Class A Common Stock and have options to purchase additional shares of
such Class A Common Stock.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of earnings, changes in stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
46
<PAGE> 49
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission............ $1,917,500
Accounting Fees............................................. 125,000
Legal Fees.................................................. 150,000
Printing and Engraving...................................... 250,000*
Trustees' and Warrant Agent's Charges....................... 75,000*
Rating Agency Fees.......................................... 750,000
Blue Sky Fees and Expenses.................................. 300,000
Stock Exchange Listing Fee.................................. 150,000
Miscellaneous............................................... 82,500
----------
Total............................................. $3,850,000
==========
</TABLE>
- ---------------
* Estimated subject to future contingencies
ITEM 15. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify his or her against the
expenses which such officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors of the Company for violations of their fiduciary
duty. This provision eliminates each director's liability to the Company for
violations of their fiduciary duty. This provision eliminates each director's
liability to the Company or its stockholders for monetary damages except (i) for
any breach of the director's duty of loyalty to the Company 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
Delaware Law 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 the
Company and each person, if any, who controls the Company within the meaning of
the Securities Act of 1933, against certain liabilities, including liabilities
under said Act.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to the Company and its subsidiaries.
II-1
<PAGE> 50
The Restated Certificate of Incorporation of the Company provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
Under each Trust Agreement, the Company will agree to indemnify each of the
Issuer Trustees of the Associates Trust or any predecessor Issuer Trustee for
the Associates Trust, and to hold the Issuer Trustees harmless against, any
loss, damage, claims, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the Trust Agreements, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties under the Trust Agreements.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
1.1* -- Form of Underwriting Agreement for dollar denominated
Debt Securities and Debt Warrants to be distributed in
the United States. Any Underwriting Agreement relating to
Debt Securities to be distributed outside the United
States or for Securities denominated in foreign
currencies or foreign currency units or any modified
Underwriting Agreement for dollar denominated Debt
Securities to be distributed in the United States and any
selling agency or distribution agreement with any agent
will be filed as an exhibit to a Current Report on Form
8-K and incorporated herein by reference.
1.2* -- Form of Underwriting Agreement for Equity Securities. Any
Underwriting Agreement relating to Equity Securities to
be distributed outside the United States or any modified
Underwriting Agreement for Equity Securities to be
distributed in the United States will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
1.3 -- Form of Underwriting Agreement for Preferred Securities,
Stock Purchase Contracts or Stock Purchase Units will be
filed as an exhibit to a Current Report on Form 8-K
incorporated herein by reference.
4.1* -- Associates First Capital Corporation Standard
Multiple-Series Indenture Provisions dated as of June 1,
1998.
4.2* -- Form of Indenture for Senior Debt Securities dated as of
June 1, 1998 between the Company and The Chase Manhattan
Bank, as Trustee. The form or forms of Senior Debt
Securities with respect to each particular offering will
be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
4.3+++ -- Form of Indenture for Subordinated Debt Securities date
as of June 1, 1998 between the Company and The Chase
Manhattan Bank, as Trustee. The form or forms of
Subordinated Debt Securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4.4+++ -- Form of Junior Subordinated Indenture dated as of
September 1, 1998 between the Company and The Chase
Manhattan Bank, as Trustee. The form or forms of Junior
Subordinated Debt Securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4.5** -- Form of Indenture for Senior Debt Securities between the
Company and one or more banking institutions to be
qualified as Trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939. The form or forms of Senior
Debt Securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form
8-K and incorporated herein by reference.
</TABLE>
II-2
<PAGE> 51
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
4.6*** -- Form of Indenture for Subordinated Debt Securities
between the Company and one or more banking institutions
to be qualified as Trustee pursuant to Section 305(b)(2)
of the Trust Indenture Act of 1939. The form or forms of
such Subordinated Debt Securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4.7**** -- Form of Indenture for Junior Subordinated Debt Securities
between the Company and one or more banking institutions
to be qualified as Trustee pursuant to Section 305(b)(2)
of the Trust Indenture Act of 1939. The form or forms of
such Junior Subordinated Debt Securities with respect to
each particular offering will be filed as an Exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4.8 -- The form of Warrant Agreement for Debt Securities to be
entered into between the Company and the Warrant Agent
(including form of Warrant Certificate) will be filed as
an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.9 -- The form of Warrant Agreement for Class A Common Stock to
be entered into between the Company and the Warrant Agent
(including form of Warrant Certificate) will be filed as
an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.10+ -- Rights Agreement, dated as of April 13, 1998, between the
Company and First Chicago Trust Company of New York as
Rights Agent.
4.11++ -- Certificate of Trust of Associates First Capital Trust I.
4.12++ -- Trust Agreement of Associates First Capital Trust I.
4.13++ -- Certificate of Trust of Associates First Capital Trust
II.
4.14++ -- Trust Agreement of Associates First Capital Trust II.
4.15++ -- Certificate of Trust of Associates First Capital Trust
III.
4.16++ -- Trust Agreement of Associates First Capital Trust III.
4.17+++ -- Form of Amended and Restated Trust Agreement for
Associates First Capital Trust I, II and III.
4.18+++ -- Form of Preferred Security Certificate for Associates
First Capital, Associates First Capital II and Associates
First Capital III (included as Exhibit D of Exhibit
4.17).
4.19+++ -- Form of Guarantee Agreement for Associates First Capital
Trust I, II and III.
5.1+++ -- Opinion and consent of Timothy M. Hayes.
5.2+++ -- Opinion and consent of Richards, Layton & Finger, P.A.,
as to legality of the Preferred Securities to be issued
by Associates First Capital Trust I.
5.3+++ -- Opinion and consent of Richards, Layton & Finger, P.A.,
as to legality of the Preferred Securities to be issued
by Associates First Capital Trust II.
5.4+++ -- Opinion and consent of Richards, Layton & Finger, P.A.,
as to legality of the Preferred Securities to be issued
by Associates First Capital Trust III.
12 -- The computation of ratio of earnings to fixed charges for
the five fiscal years ended December 31, 1997 is
incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
The computation of ratio of earnings to fixed charges for
the six-month period ended June 30, 1998 is incorporated
by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
</TABLE>
II-3
<PAGE> 52
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
23++ -- Consent of PricewaterhouseCoopers LLP. The consents of
Timothy M. Hayes and Frederic C. Liskow are included in
the opinion referred to in Exhibit 5.1 above. The consent
of Richards, Layton & Finger PA are included in the
opinion referred to in Exhibit 5.2 above.
24++ -- Powers of Attorney.
25.1* -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank,
Trustee, under the Indenture dated as of June 1, 1998,
pursuant to which Senior Securities may be issued.
25.2++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank,
Trustee, under the Indenture dated as of June 1, 1998,
pursuant to which Subordinated Securities may be issued.
25.3++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank under
the Junior Subordinated Indenture dated as of August 1,
1998.
25.4++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank to act
as trustee under the Amended and Restated Trust Agreement
of Associates First Capital Trust I.
25.5++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank to act
as trustee under the Amended and Restated Trust Agreement
of Associates First Capital Trust II.
25.6++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank to act
as trustee under the Amended and Restated Trust Agreement
of Associates First Capital Trust III.
25.7++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank under
the Guarantee for the benefit of the holders of Preferred
Securities of Associates First Capital Trust I.
25.8++ -- Form T-1, under the Trust Indenture Act of 1939 Statement
of Eligibility of The Chase Manhattan Bank under the
Guarantee for the benefit of the holders of Preferred
Securities of Associates First Capital Trust II.
25.9++ -- Form T-1, under the Trust Indenture Act of 1939 Statement
of Eligibility of The Chase Manhattan Bank under the
Guarantee for the benefit of the holders of Preferred
Securities of Associates First Capital Trust III.
</TABLE>
- ---------------
* Incorporated by reference to the Company's registration statement on Form
S-3 filed July 22, 1998, File No. 333-55851.
** Incorporated by reference to exhibit 4.2, except for name of Trustee.
*** Incorporated by reference to exhibit 4.3, except for name of Trustee.
**** Incorporated by reference to exhibit 4.4, except for name of Trustee.
+ Incorporated by reference to be the Company's Current Report on Form 8-K
dated April 8, 1998.
++ Filed herewith.
+++ To be filed by amendment.
II-4
<PAGE> 53
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to 424(b) of the Act if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) 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; provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
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 the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered to which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities being offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant 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 its counsel the
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 Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Irving, State of Texas, on September 4, 1998.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/ JOHN F. STILLO
------------------------------------
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
KEITH W. HUGHES* Chairman of the Board, Chief September 4, 1998
- --------------------------------------------------- Executive Officer and a
(Keith W. Hughes) Director
HAROLD D. MARSHALL* President, Chief Operating September 4, 1998
- --------------------------------------------------- Officer and a Director
(Harold D. Marshall)
J. CARTER BACOT* Director September 4, 1998
- ---------------------------------------------------
(J. Carter Bacot)
ERIC S. DOBKIN* Director September 4, 1998
- ---------------------------------------------------
(Eric S. Dobkin)
ROY A. GUTHRIE* Senior Executive Vice September 4, 1998
- --------------------------------------------------- President, Chief Financial
(Roy A. Guthrie) Officer and a Director
WILLIAM M. ISAAC* Director September 4, 1998
- ---------------------------------------------------
(William M. Isaac)
H. JAMES TOFFEY* Director September 4, 1998
- ---------------------------------------------------
(H. James Toffey)
/s/ JOHN F. STILLO Senior Vice President, September 4, 1998
- --------------------------------------------------- Comptroller and Principal
(John F. Stillo) Accounting Officer
</TABLE>
- ---------------
* By signing his name hereto, John F. Stillo signs this document on behalf of
each persons indicated above pursuant to powers of attorney duly executed by
such persons.
By: /s/ JOHN F. STILLO
----------------------------------
Attorney-in-fact
II-6
<PAGE> 55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Associates
First Capital Trust I, Associates First Capital Trust II and Associates First
Capital Trust III, each 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Irving, state of Texas, on September 4, 1998.
ASSOCIATES FIRST CAPITAL TRUST I
By: Associates First Capital
Corporation, as Depositor
By: /s/ JOHN F. STILLO
-------------------------------------
Name: John F. Stillo
Title: Senior Vice President
ASSOCIATES FIRST CAPITAL TRUST II
By: Associates First Capital
Corporation, as Depositor
By: /s/ JOHN F. STILLO
-------------------------------------
Name: John F. Stillo
Title: Senior Vice President
ASSOCIATES FIRST CAPITAL TRUST III
By: Associates First Capital
Corporation, as Depositor
By: /s/ JOHN F. STILLO
-------------------------------------
Name: John F. Stillo
Title: Senior Vice President
II-7
<PAGE> 56
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
1.1* -- Form of Underwriting Agreement for dollar denominated
Debt Securities and Debt Warrants to be distributed in
the United States. Any Underwriting Agreement relating to
Debt Securities to be distributed outside the United
States or for Securities denominated in foreign
currencies or foreign currency units or any modified
Underwriting Agreement for dollar denominated Debt
Securities to be distributed in the United States and any
selling agency or distribution agreement with any agent
will be filed as an exhibit to a Current Report on Form
8-K and incorporated herein by reference.
1.2* -- Form of Underwriting Agreement for Equity Securities. Any
Underwriting Agreement relating to Equity Securities to
be distributed outside the United States or any modified
Underwriting Agreement for Equity Securities to be
distributed in the United States will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
1.3 -- Form of Underwriting Agreement for Preferred Securities,
Stock Purchase Contracts or Stock Purchase Units will be
filed as an exhibit to a Current Report on Form 8-K
incorporated herein by reference.
4.1* -- Associates First Capital Corporation Standard
Multiple-Series Indenture Provisions dated as of June 1,
1998.
4.2* -- Form of Indenture for Senior Debt Securities dated as of
June 1, 1998 between the Company and The Chase Manhattan
Bank, as Trustee. The form or forms of Senior Securities
with respect to each particular offering will be filed as
an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.3+++ -- Form of Indenture for Subordinated Debt Securities date
as of June 1, 1998 between the Company and The Chase
Manhattan Bank, as Trustee. The form or forms of
Subordinated Securities with respect to each particular
offering will be filed as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference.
4.4+++ -- Form of Junior Subordinated Indenture dated as of
September 1, 1998 between the Company and The Chase
Manhattan Bank, as Trustee. The form or forms of Junior
Subordinated Debt Securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4.5** -- Form of Indenture for Senior Debt Securities between the
Company and one or more banking institutions to be
qualified as Trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939. The form or forms of Senior
Debt Securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form
8-K and incorporated herein by reference.
4.6*** -- Form of Indenture for Subordinated Debt Securities
between the Company and one or more banking institutions
to be qualified as Trustee pursuant to Section 305(b)(2)
of the Trust Indenture Act of 1939. The form or forms of
such Subordinated Debt Securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
</TABLE>
<PAGE> 57
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
4.7**** -- Form of Indenture for Junior Subordinated Debt Securities
between the Company and one or more banking institutions
to be qualified as Trustee pursuant to Section 305(b)(2)
of the Trust Indenture Act of 1939. The form or forms of
such Junior Subordinated Debt Securities with respect to
each particular offering will be filed as an Exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4.8 -- The form of Warrant Agreement for Debt Securities to be
entered into between the Company and the Warrant Agent
(including form of Warrant Certificate) will be filed as
an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.9 -- The form of Warrant Agreement for Class A Common Stock to
be entered into between the Company and the Warrant Agent
(including form of Warrant Certificate) will be filed as
an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.10+ -- Rights Agreement, dated as of April 13, 1998, between the
Company and First Chicago Trust Company of New York as
Rights Agent.
4.11++ -- Certificate of Trust of Associates First Capital Trust I.
4.12++ -- Trust Agreement of Associates First Capital Trust I.
4.13++ -- Certificate of Trust of Associates First Capital Trust
II.
4.14++ -- Trust Agreement of Associates First Capital Trust II.
4.15++ -- Certificate of Trust of Associates First Capital Trust
III.
4.16++ -- Trust Agreement of Associates First Capital Trust III.
4.17+++ -- Form of Amended and Restated Trust Agreement for
Associates First Capital Trust I, II and III.
4.18+++ -- Form of Preferred Security Certificate for Associates
First Capital, Associates First Capital II and Associates
First Capital III (included as Exhibit D of Exhibit
4.17).
4.19+++ -- Form of Guarantee Agreement for Associates First Capital
Trust I, II and III.
5.1+++ -- Opinion and consent of Timothy M. Hayes.
5.2+++ -- Opinion and consent of Richards, Layton & Finger, P.A.,
as to legality of the Preferred Securities to be issued
by Associates First Capital Trust I.
5.3+++ -- Opinion and consent of Richards, Layton & Finger, P.A.,
as to legality of the Preferred Securities to be issued
by Associates First Capital Trust II.
5.4+++ -- Opinion and consent of Richards, Layton & Finger, P.A.,
as to legality of the Preferred Securities to be issued
by Associates First Capital Trust III
12 -- The computation of ratio of earnings to fixed charges for
the five fiscal years ended December 31, 1997 is
incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
The computation of ratio of earnings to fixed charges for
the six-month period ended June 30, 1998 is incorporated
by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
23++ -- Consent of PricewaterhouseCoopers LLP. The consents of
Timothy M. Hayes and Frederic C. Liskow are included in
the opinion referred to in Exhibit 5.1 above. The consent
of Richards, Layton & Finger PA are included in the
opinion referred to in Exhibit 5.2 above.
24++ -- Powers of Attorney.
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<C> <S>
25.1* -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank,
Trustee, under the Indenture dated as of June 1, 1998,
pursuant to which Senior Securities may be issued.
25.2++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank,
Trustee, under the Indenture dated as of June 1, 1998,
pursuant to which Subordinated Securities may be issued.
25.3++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank under
the Junior Subordinated Indenture dated as of August 1,
1998.
25.4++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank to act
as trustee under the Amended and Restated Trust Agreement
of Associates First Capital Trust I.
25.5++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank to act
as trustee under the Amended and Restated Trust Agreement
of Associates First Capital Trust II.
25.6++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank to act
as trustee under the Amended and Restated Trust Agreement
of Associates First Capital Trust III.
25.7++ -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank under
the Guarantee for the benefit of the holders of Preferred
Securities of Associates First Capital Trust I.
25.8++ -- Form T-1, under the Trust Indenture Act of 1939 Statement
of Eligibility of The Chase Manhattan Bank under the
Guarantee for the benefit of the holders of Preferred
Securities of Associates First Capital Trust II.
25.9++ -- Form T-1, under the Trust Indenture Act of 1939 Statement
of Eligibility of The Chase Manhattan Bank under the
Guarantee for the benefit of the holders of Preferred
Securities of Associates First Capital Trust III.
</TABLE>
- ---------------
* Incorporated by reference to the Company's registration statement on Form
S-3 filed July 22, 1998, File No. 333-55851.
** Incorporated by reference to exhibit 4.2, except for name of Trustee.
*** Incorporated by reference to exhibit 4.3, except for name of Trustee.
**** Incorporated by reference to exhibit 4.4, except for name of Trustee.
+ Incorporated by reference to be the Company's Current Report on Form 8-K
dated April 8, 1998.
++ Filed herewith.
+++ To be filed by amendment.
<PAGE> 1
Exhibit 4.11
CERTIFICATE OF TRUST
OF
ASSOCIATES FIRST CAPITAL TRUST I
This Certificate of Trust of Associates First Capital Trust I
(the "Trust"), dated September 3, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.).
1. Name. The name of the business trust being formed
hereby is Associates First Capital Trust I.
2. Delaware Trustee. The name and business address of
the trustee of the Trust with a principal place of business in the State of
Delaware are as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
Attention: Corporate Trust Administration
3. Effective Date. This Certificate of Trust shall be
effective immediately upon filing with the Secretary of State of the State of
Delaware.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.
The Chase Manhattan Bank,
as Trustee
By: /s/ ANDREW M. DECK
------------------------------------
Name: Andrew M. Deck
Title: Trust Officer
Chase Manhattan Bank Delaware,
as Trustee
By: /s/ DENIS KELLY
------------------------------------
Name: Denis Kelly
Title: Trust Officer
Marvin T. Runyon III
as Trustee
/s/ MARVIN T. RUNYON III
---------------------------------------
John F. Stillo
as Trustee
/s/ JOHN F. STILLO
---------------------------------------
2
<PAGE> 1
Exhibit 4.12
TRUST AGREEMENT
This Trust Agreement, dated as of September 3, 1998, between
Associates First Capital Corporation, a Delaware corporation, as "Depositor",
and The Chase Manhattan Bank, a New York corporation, Chase Manhattan Bank
Delaware, a Delaware banking corporation, Marvin T. Runyon III and John F.
Stillo as "Trustees." The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as Associates
First Capital Trust I, in which name the Trustees, or the Depositor to
the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that
they will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of
the Trust. The Trustees are hereby authorized and directed to execute
and file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to
such execution and delivery of any licenses, consents or approvals
required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities
Act of 1933, as amended, of the Preferred Securities of the Trust and
possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section
12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file
with the New York Stock Exchange or any other national stock exchange
or The Nasdaq National Market (each, an "Exchange") and execute on
behalf of the Trust one or more a listing applications and all other
applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds,
<PAGE> 2
irrevocable consents, appointments of attorney for service of process
and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue Sky"
laws, and to obtain any permits under the insurance laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable (iv) to execute on behalf of the Trust letters
or documents, or instruments for filing with, a depository relating to
the Preferred Securities and (v) to execute on behalf of the Trust one
or more underwriting agreements with one or more underwriters relating
to the offering of the Preferred Securities.
In the event that any filing referred to in clauses (i)
through (iv) above is required by the rules and regulations of the
Commission, an Exchange or any state securities or blue sky laws, to
be executed on behalf of the Trust by the Trustees, in their
capacities as Trustees of the Trust, the Trustees are hereby
authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood
that The Chase Manhattan Bank and Chase Manhattan Bank Delaware, in
their capacities as Trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the
Commission, an Exchange or any state securities or blue sky laws. In
connection with all of the foregoing, the Depositor and each Trustee,
solely in its capacity as Trustee of the Trust, hereby constitutes and
appoints John F. Stillo and Timothy M. Hayes, and each of them, as
his, her or its, as the case may be, true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
the Depositor or in the Depositor's name, place and stead, in any and
all capacities, to sign the 1933 Act Registration Statement and any
and all amendments (including post-effective amendments) thereto and
the 1934 Act Registration Statement and any and all amendments
(including post-effective amendments) thereto and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of Trustees;
provided, however, that to the extent required by the Business Trust
Act, one Trustee shall either be a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity which has
its principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without
cause any Trustee at any time. A Trustee may resign upon thirty days'
prior notice to the Depositor.
7. Chase Manhattan Bank Delaware, in its capacity as Trustee,
shall not have any of the powers or duties of the Trustees set forth
herein (except as may be required under the Business Trust Act) and
shall be a Trustee of the Trust for the sole purpose of satisfying the
requirements of Section 3807 of the Business Trust Act.
2
<PAGE> 3
8. This Trust Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware (without regard
to conflict of laws of principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
ASSOCIATES FIRST CAPITAL
CORPORATION, as Depositor
By: /s/ FREDERIC C. LISKOW
-----------------------------------
Name: Frederic C. Liskow
Title: Vice President
The Chase Manhattan Bank,
as Trustee
By: /s/ ANDREW M. DECK
----------------------------------
Name: Andrew M. Deck
Title: Trust Officer
Chase Manhattan Bank Delaware,
as Trustee
By: /s/ DENIS KELLY
----------------------------------
Name: Denis Kelly
Title: Trust Officer
Marvin T. Runyon III
as Trustee
/s/ MARVIN T. RUNYON III
--------------------------------------
John F. Stillo
as Trustee
/s/ JOHN F. STILLO
--------------------------------------
3
<PAGE> 1
Exhibit 4.13
CERTIFICATE OF TRUST
OF
ASSOCIATES FIRST CAPITAL TRUST II
This Certificate of Trust of Associates First Capital Trust II
(the "Trust"), dated September 3, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.).
1. Name. The name of the business trust being formed hereby is
Associates First Capital Trust II.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
Attention: Corporate Trust Administration
3. Effective Date. This Certificate of Trust shall be
effective immediately upon filing with the Secretary of State of the State of
Delaware.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.
The Chase Manhattan Bank,
as Trustee
By: /s/ ANDREW M. DECK
-----------------------------------
Name: Andrew M. Deck
Title: Trust Officer
Chase Manhattan Bank Delaware,
as Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Trust Officer
Marvin T. Runyon III
as Trustee
/s/ MARVIN T. RUNYON III
--------------------------------------
John F. Stillo
as Trustee
/s/ JOHN F. STILLO
--------------------------------------
2
<PAGE> 1
EXHIBIT 4.14
TRUST AGREEMENT
This Trust Agreement, dated as of September 3, 1998, between
Associates First Capital Corporation, a Delaware corporation, as "Depositor",
and The Chase Manhattan Bank, a New York corporation, Chase Manhattan Bank
Delaware, a Delaware banking corporation, Marvin T. Runyon III and John F.
Stillo as "Trustees." The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as Associates First
Capital Trust II, in which name the Trustees, or the Depositor to the
extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that
they will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of
the Trust. The Trustees are hereby authorized and directed to execute
and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery of any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities
Act of 1933, as amended, of the Preferred Securities of the Trust and
possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section
12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file
with the New York Stock Exchange or any other national stock exchange
or The Nasdaq National Market (each, an "Exchange") and execute on
behalf of the Trust one or more a listing applications and all other
applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and
1
<PAGE> 2
documents as shall be necessary or desirable to register the Preferred
Securities under the securities or "Blue Sky" laws, and to obtain any
permits under the insurance laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable (iv)
to execute on behalf of the Trust letters or documents, or instruments
for filing with, a depository relating to the Preferred Securities and
(v) to execute on behalf of the Trust one or more underwriting
agreements with one or more underwriters relating to the offering of
the Preferred Securities.
In the event that any filing referred to in clauses (i)
through (iv) above is required by the rules and regulations of the
Commission, an Exchange or any state securities or blue sky laws, to be
executed on behalf of the Trust by the Trustees, in their capacities as
Trustees of the Trust, the Trustees are hereby authorized and directed
to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing, it being understood that The Chase Manhattan
Bank and Chase Manhattan Bank Delaware, in their capacities as Trustees
of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the
rules and regulations of the Commission, an Exchange or any state
securities or blue sky laws. In connection with all of the foregoing,
the Depositor and each Trustee, solely in its capacity as Trustee of
the Trust, hereby constitutes and appoints John F. Stillo and Timothy
M. Hayes, and each of them, as his, her or its, as the case may be,
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or in the
Depositor's name, place and stead, in any and all capacities, to sign
the 1933 Act Registration Statement and any and all amendments
(including post-effective amendments) thereto and the 1934 Act
Registration Statement and any and all amendments (including
post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor
which may increase or decrease the number of Trustees; provided,
however, that to the extent required by the Business Trust Act, one
Trustee shall either be a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause
any Trustee at any time. A Trustee may resign upon thirty days' prior
notice to the Depositor.
7. Chase Manhattan Bank Delaware, in its capacity as Trustee,
shall not have any of the powers or duties of the Trustees set forth
herein (except as may be required under the Business Trust Act) and
shall be a Trustee of the Trust for the sole purpose of satisfying the
requirements of Section 3807 of the Business Trust Act.
8. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws of principles).
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
ASSOCIATES FIRST CAPITAL
CORPORATION, as Depositor
By: /s/ FREDERIC C. LISKOW
-----------------------------------
Name: Frederic C. Liskow
Title: Vice President
The Chase Manhattan Bank,
as Trustee
By: /s/ ANDREW M. DECK
-----------------------------------
Name: Andrew M. Deck
Title: Trust Officer
Chase Manhattan Bank Delaware,
as Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Trust Officer
Marvin T. Runyon III
as Trustee
/s/ MARVIN T. RUNYON III
--------------------------------------
John F. Stillo
as Trustee
/s/ JOHN F. STILLO
--------------------------------------
3
<PAGE> 1
Exhibit 4.15
CERTIFICATE OF TRUST
OF
ASSOCIATES FIRST CAPITAL TRUST III
This Certificate of Trust of Associates First Capital Trust
III (the "Trust"), dated September 3, 1998, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801 et seq.).
1. Name. The name of the business trust being formed hereby is
Associates First Capital Trust III.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
Attention: Corporate Trust Administration
3. Effective Date. This Certificate of Trust shall be
effective immediately upon filing with the Secretary of State of the State of
Delaware.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.
The Chase Manhattan Bank, as
Trustee
By: /s/ ANDREW M. DECK
------------------------------
Name: Andrew M. Deck
Title: Trust Officer
Chase Manhattan Bank Delaware,
as Trustee
By: /s/ DENIS KELLY
------------------------------
Name: Denis Kelly
Title: Trust Officer
Marvin T. Runyon III
as Trustee
/s/ MARVIN T. RUNYON III
---------------------------------
John F. Stillo
as Trustee
/s/ JOHN F. STILLO
---------------------------------
<PAGE> 1
Exhibit 4.16
TRUST AGREEMENT
This Trust Agreement, dated as of September 3, 1998, between
Associates First Capital Corporation, a Delaware corporation, as "Depositor",
and The Chase Manhattan Bank, a New York corporation, Chase Manhattan Bank
Delaware, a Delaware banking corporation, Marvin T. Runyon III and John F.
Stillo as "Trustees." The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as Associates First
Capital Trust III, in which name the Trustees, or the Depositor to the
extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that
they will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of
the Trust. The Trustees are hereby authorized and directed to execute
and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery of any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities
Act of 1933, as amended, of the Preferred Securities of the Trust and
possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section
12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file
with the New York Stock Exchange or any other national stock exchange
or The Nasdaq National Market (each, an "Exchange") and execute on
behalf of the Trust one or more a listing applications and all other
applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and
<PAGE> 2
documents as shall be necessary or desirable to register the Preferred
Securities under the securities or "Blue Sky" laws, and to obtain any
permits under the insurance laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable (iv)
to execute on behalf of the Trust letters or documents, or instruments
for filing with, a depository relating to the Preferred Securities and
(v) to execute on behalf of the Trust one or more underwriting
agreements with one or more underwriters relating to the offering of
the Preferred Securities.
In the event that any filing referred to in clauses (i)
through (iv) above is required by the rules and regulations of the
Commission, an Exchange or any state securities or blue sky laws, to be
executed on behalf of the Trust by the Trustees, in their capacities as
Trustees of the Trust, the Trustees are hereby authorized and directed
to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing, it being understood that The Chase Manhattan
Bank and Chase Manhattan Bank Delaware, in their capacities as Trustees
of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the
rules and regulations of the Commission, an Exchange or any state
securities or blue sky laws. In connection with all of the foregoing,
the Depositor and each Trustee, solely in its capacity as Trustee of
the Trust, hereby constitutes and appoints John F. Stillo and Timothy
M. Hayes, and each of them, as his, her or its, as the case may be,
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or in the
Depositor's name, place and stead, in any and all capacities, to sign
the 1933 Act Registration Statement and any and all amendments
(including post-effective amendments) thereto and the 1934 Act
Registration Statement and any and all amendments (including
post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor
which may increase or decrease the number of Trustees; provided,
however, that to the extent required by the Business Trust Act, one
Trustee shall either be a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause
any Trustee at any time. A Trustee may resign upon thirty days' prior
notice to the Depositor.
7. Chase Manhattan Bank Delaware, in its capacity as Trustee,
shall not have any of the powers or duties of the Trustees set forth
herein (except as may be required under the Business Trust Act) and
shall be a Trustee of the Trust for the sole purpose of satisfying the
requirements of Section 3807 of the Business Trust Act.
8. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws of principles).
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
ASSOCIATES FIRST CAPITAL
CORPORATION, as Depositor
By: /s/ FREDERIC C. LISKOW
------------------------------
Name: Frederic C. Liskow
Title: Vice President
The Chase Manhattan Bank,
as Trustee
By: /s/ ANDREW M. DECK
------------------------------
Name: Andrew M. Deck
Title: Trust Officer
Chase Manhattan Bank Delaware,
as Trustee
By: /s/ DENIS KELLY
------------------------------
Name: Denis Kelly
Title: Trust Officer
Marvin T. Runyon III
as Trustee
/s/ MARVIN T. RUNYON III
---------------------------------
John F. Stillo
as Trustee
/s/ JOHN F. STILLO
---------------------------------
3
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Associates First Capital Corporation on Form S-3 (File No. 333- ) of our
report dated January 20, 1998, on our audits of the consolidated financial
statements of Associates First Capital Corporation as of December 31, 1997 and
1996, and for the years ended December 31, 1997, 1996, and 1995, which report
is included in Associates First Capital Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997. We also consent to the reference to our
firm under the caption "Experts."
/s/ PRICEWATERHOUSECOOPERS LLP
-------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
September 4, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates First Capital Corporation, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be in
such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this _27th_ day
of August, 1998.
SIGNATURE: /s/ Harold D. Marshall
-----------------------------------
Harold D. Marshall
OFFICE: President, Chief Operating Officer
and Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
a director of Associates First Capital Corporation, which corporation proposes
to file with the Securities and Exchange Commission, Washington, D.C., a
Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this _27th_ day of
August, 1998.
SIGNATURE: /s/ Keith W. Hughes
-----------------------------------
Keith W. Hughes
OFFICE: Chairman of the Board,
Chief Executive Officer and Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates First Capital Corporation, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this _27th day of
August, 1998.
SIGNATURE: /s/ Roy A. Guthrie
------------------------------------
Roy A. Guthrie
OFFICE: Senior Executive Vice President,
Chief Financial Officer and Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
a director of Associates First Capital Corporation, which corporation proposes
to file with the Securities and Exchange Commission, Washington, D.C., a
Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this _27th_ day of
August, 1998.
SIGNATURE: /s/ John F. Stillo
-------------------------------------
John F. Stillo
OFFICE: Senior Vice President, Comptroller,
and Principal Accounting Officer
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates First Capital Corporation, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 27th__ day
of August, 1998.
SIGNATURE: /s/ J. Carter Bacot
-------------------------------------
J. Carter Bacot
OFFICE: Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates First Capital Corporation, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this _27th_ day
of August, 1998.
SIGNATURE: /s/ Eric S. Dobkin
-------------------------------------
Eric S. Dobkin
OFFICE: Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates First Capital Corporation, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this _27th_ day
of August, 1998.
SIGNATURE: /s/ H. James Toffey, Jr.
-------------------------------------
H. James Toffey, Jr.
OFFICE: Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates First Capital Corporation, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of certain securities of
the Company bearing such name or designation and having such terms and to be
in such form as may be selected by the responsible officers of the Company, has
made, constituted and appointed and by these presents, does hereby make,
constitute and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, his true and lawful attorneys, for him
and in his name, place and stead, and in his office and capacity as aforesaid,
to sign and file said Registration Statement and any and all amendments or
post-effective amendments thereto and any and all other documents to be signed
and filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER
and TIMOTHY M. HAYES, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises, as fully, to all intents and purposes, as he might or
could do if personally present, hereby ratifying and confirming in all respects
all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and
TIMOTHY M. HAYES, or any of them, as said attorneys, may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this _27th_ day
of August, 1998.
SIGNATURE: /s/ William M. Isaac
-------------------------------------
William M. Isaac
OFFICE: Director
<PAGE> 1
Exhibit 25.2
--------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 06-0876639
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062-2729
(Address of principal executive offices) (Zip Code)
--------------------------------------------
SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1ST day of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
------------------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
Exhibit 25.3
------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 06-0876639
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062-2729
(Address of principal executive offices) (Zip Code)
------------------
JUNIOR SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1ST day of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
-----------------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
Exhibit 25.4
---------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
------------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
</TABLE>
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------------------
ASSOCIATES FIRST CAPITAL TRUST I
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
DELAWARE TO BE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O ASSOCIATES FIRST CAPITAL CORPORATION
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
</TABLE>
---------------
PREFERRED SECURITIES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 1ST day
of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
--------------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
EXHIBIT 25.5
------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
ASSOCIATES FIRST CAPITAL TRUST II
(Exact name of obligor as specified in its charter)
DELAWARE TO BE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O ASSOCIATES FIRST CAPITAL CORPORATION
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
----------
PREFERRED SECURITIES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1ST day of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
--------------------------------
ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
Exhibit 25.6
--------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
ASSOCIATES FIRST CAPITAL TRUST III
(Exact name of obligor as specified in its charter)
DELAWARE TO BE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O ASSOCIATES FIRST CAPITAL CORPORATION
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
-------
PREFERRED SECURITIES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1ST day of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
-----------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
Exhibit 25.7
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
------------------------------
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 06-0876639
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
-----------
GUARANTEE OF PREFERRED SECURITIES OF ASSOCIATES FIRST CAPITAL TRUST I
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 2ND day
of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
------------------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
Exhibit 25.8
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 06-0876639
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
----------
GUARANTEE OF PREFERRED SECURITIES OF ASSOCIATES FIRST CAPITAL TRUST II
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 2ND day of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
------------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
Exhibit 25.9
------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
------------------------------
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 06-0876639
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
---------------
GUARANTEE OF PREFERRED SECURITIES OF ASSOCIATES FIRST CAPITAL TRUST III
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 2ND day
of SEPTEMBER, 1998.
THE CHASE MANHATTAN BANK
By /s/ ANDREW M. DECK
-----------------------------
/s/ ANDREW M. DECK
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 12,546
Interest-bearing balances ..................................................... 6,610
Securities:
Held to maturity securities ......................................................... 2,014
Available for sale securities ....................................................... 46,342
Federal funds sold and securities purchased under
agreements to resell .......................................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................... $ 129,281
Less: Allowance for loan and lease losses ..................................... 2,796
Less: Allocated transfer risk reserve ......................................... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 126,485
Trading Assets ...................................................................... 58,015
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,001
Other real estate owned ............................................................. 260
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 255
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,245
Intangible assets ................................................................... 1,492
Other assets ........................................................................ 16,408
---------
TOTAL ASSETS ........................................................................ $ 302,162
=========
LIABILITIES
Deposits
In domestic offices ........................................................... $ 99,347
Noninterest-bearing ........................................................... $ 41,566
Interest-bearing .............................................................. 57,781
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................................ 80,602
Noninterest-bearing ................................................................. $ 4,109
Interest-bearing .............................................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................. 37,760
Demand notes issued to the U.S. Treasury ............................................ 1,000
Trading liabilities ................................................................. 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................................. 4,162
With a remaining maturity of more than one year
through three years ........................................................... 213
With a remaining maturity of more than three years ............................ 106
Bank's liability on acceptances executed and outstanding ............................ 1,245
Subordinated notes and debentures ................................................... 5,408
Other liabilities ................................................................... 11,796
TOTAL LIABILITIES ................................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................... 0
Common stock ........................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........................... 10,441
Undivided profits and capital reserves .............................................. 5,916
Net unrealized holding gains (losses)
on available-for-sale securities .................................................... (2)
Cumulative foreign currency translation adjustments ................................. 16
TOTAL EQUITY CAPITAL ................................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................................ $ 302,162
=========
</TABLE>
- 4 -
<PAGE> 5
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
