<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
December 5, 1995
(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.)
600 Anton Boulevard, Costa Mesa, California 92628-5011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
714-435-1200
<PAGE> 2
Item 7. Financial Statements and Exhibits
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(b) Exhibits.
The following exhibits relate to the Registrant's Registration Statement
Nos. 33-50547 and 33-55953 on Form S-3 with respect to which the Registrant
commenced an offering on December 5, 1995 of $200,000,000 of 6% Senior Notes
due August 15, 2002.
4(d)(iii) - Form of 6% Senior Notes due August 15, 2002.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AVCO FINANCIAL SERVICES, INC.
By /s/ HERBERT F. SMITH
-------------------------------
Herbert F. Smith
Executive Vice President
and Secretary
Dated: December 8, 1995
<PAGE> 3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
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<S> <C> <C>
4(d)(iii) -- Form of 6% Senior Notes due 4-5
August 15, 2002.
</TABLE>
<PAGE> 1
Exhibit 4(d)(iii)
REGISTERED REGISTERED
Number
RU AVCO FINANCIAL SERVICES, INC. $
6% SENIOR NOTE DUE AUGUST 15, 2002
CUSIP 053528 CA 1
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
6% 6%
DUE DUE
2002 2002
or registered assigns, the principal sum of DOLLARS
on August 15, 2002, and to pay interest (computed on the basis of a 360-day
year and of twelve 30-day months) thereon from December 11, 1995, 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, 1996, 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.
BANKERS TRUST COMPANY AS TRUSTEE
BY
AUTHORIZED OFFICER SECRETARY PRESIDENT
<PAGE> 2
AVCO FINANCIAL SERVICES, INC.
6% SENIOR NOTE DUE AUGUST 15, 2002
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 January 15,
1989 and a Second Supplemental Indenture dated as of March 1, 1991 (the
"Indenture"), between the Company and Bankers Trust Company, 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 6% Senior Notes due August 15, 2002 (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:
-----------------------------
--------------------------------------
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.
