<PAGE> 1
Total Number of Pages including Exhibits 5
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Exhibit Index is on Page 3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
August 17, 1994
(Date of earliest event reported)
AVCO FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-6119 13-2530491
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3349 Michelson Drive, Irvine, California 92715-1606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
714-553-1200
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Item 7. Financial Statements and Exhibits
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(b) Exhibits.
The following exhibits relate to the Registrant's Registration Statement
No. 33-50547 on Form S-3 with respect to which the Registrant commenced an
offering on August 17, 1994 of $200,000,000 of 7-3/8% Senior Notes due
August 15, 2001.
4(c)(ii) - Form of 7-3/8% Senior Notes due August 15, 2001.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AVCO FINANCIAL SERVICES, INC.
By /s/ LAILA B. SOARES
-------------------------------
Laila B. Soares
Assistant Vice President
Dated: August 23, 1994
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
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<S> <C> <C>
4(c)(ii) -- Form of 7-3/8% Senior Notes due 4-5
August 15, 2001.
</TABLE>
<PAGE> 1
Exhibit 4(c)(ii)
REGISTERED REGISTERED
Number
RU AVCO FINANCIAL SERVICES, INC. $
7-3/8% SENIOR NOTE DUE AUGUST 15, 2001
CUSIP 053528 BY 0
AVCO FINANCIAL SERVICES, INC., a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Company", which term
shall include any successor corporation as defined in the Indenture referred
to on the reverse hereof), for value received, hereby promises to pay to
SEE REVERSE FOR CERTAIN DEFINITIONS
7-3/8% 7-3/8%
DUE DUE
2001 2001
or registered assigns, the principal sum of DOLLARS
on August 15, 2001, and to pay interest (computed on the basis of a 360-day
year and of twelve 30-day months) thereon from August 24, 1994, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on February 15 and August 15 each year, commencing
February 15, 1995, and at maturity, at the rate per annum specified in the
title of this Note, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in said Indenture, be paid to the
Person in whose name the Note (or one or more Predecessor Securities) is
registered at the close of business on the January 31 or July 31, as the case
may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on the January 31 or July 31, as the
case may be, and may be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a record date for the payment of such Deferred Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not less than 10
days prior to such record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the
principal of and interest on this Note will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City of
New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made (subject to collection) by check mailed to the address of the Person
entitled thereto as such address shall appear on the Securities Register.
Additional provisions of this Note are contained on the reverse hereof
and such provisions shall have the same effect as though fully set forth in
this place.
Unless the certificate of authorization hereon has been executed by or
on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, AVCO FINANCIAL SERVICES, INC. has caused this
instrument to be signed in its corporate name by the signatures or facsimile
signatures of its President or a Vice-President, and its Secretary or an
Assistant Secretary, and its corporate seal or a facsimile thereof to be hereon
impressed, engraved or imprinted and attested by such signature or facsimile
signature of its Secretary or an Assistant Secretary.
DATED: AVCO FINANCIAL SERVICES, INC.
CERTIFICATE OF AUTHENTICATION ATTEST: BY:
THIS IS ONE OF THE SECURITIES
OF THE SERIES PROVIDED FOR
UNDER THE WITHIN-MENTIONED [SEAL]
INDENTURE.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION) AS TRUSTEE
BY
AUTHORIZED OFFICER SECRETARY PRESIDENT
<PAGE> 2
AVCO FINANCIAL SERVICES, INC.
7-3/8% SENIOR NOTE DUE AUGUST 15, 2001
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (the "Securities") of the Company of the series
hereinafter specified, which series is limited in aggregate principal amount to
$200,000,000 (except as provided in the Indenture hereinafter mentioned), all
such Securities issued and to be issued under an indenture dated as of May 15,
1984, as supplemented by a First Supplemental Indenture dated as of March 1,
1991 and a Second Supplemental Indenture dated as of August 27, 1991 (the
"Indenture"), between the Company and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), as Trustee, to which Indenture reference is hereby made for a
statement of the rights and limitation of rights thereunder of the Holders of
the Securities and of the rights, obligations, duties and immunities of the
Trustee and of the Company, and the terms upon which the Securities are and are
to be authenticated and delivered. As provided in the Indenture, the Securites
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous
funds, if any, may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided or permitted. This Note is one
of a series of the Securities designated therein as 7-3/8% Senior Notes due
August 15, 2001 (the "Notes").
The Notes may not be redeemed by the Company prior to their Stated
Maturity.
If an Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of 66-2/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of any
series at the time Outstanding, on behalf of the Holders of all the Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences with respect to such series. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable on the Securities Register of the Company,
upon surrender of this Note for registration of transfer at the office or agency
of the Company to be maintained for that purpose in the Borough of Manhattan,
The City of New York, or at any other office or agency of the Company maintained
for that purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. As provided in the Indenture
and subject to certain limitations therein set forth, Notes are exchangeable for
a like aggregate principal amount of Notes of a like tenor and of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any taxes or other
governmental charge payable in connection with the registration of such transfer
or exchange, other than certain exchanges not involving any transfer.
Certain terms used in this Note which are defined in the Indenture have
the meanings set forth therein.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
-----------------------
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants
in common UNIF GIFT MIN ACT - ________ Custodian _________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common ____________________________
(State)
Additional abbreviations may also be used though not in the above list
------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
------------------------------------
/ /
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
PLEASE PRINT NAME AND ADDRESS OF ASSIGNEE
- - ------------------------------------------------------------------------------
the within Note of AVCO FINANCIAL SERVICES, INC. and all rights thereunder,
hereby irrevocably constituting and appointing
--------------------------------
- - ------------------------------------------------------------- attorney-in-fact
to transfer the said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
-----------------------------
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NOTICE: The signature to this assignment must corrrespond with the name
as it appears upon the face of the within Note in every particular without
alteration or enlargement or any change whatever.
