-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxlJA5QvCOdfDBNCwvPuFSz7gD5l1/Wy7RHx8l7PqxcEZukiyg9OjR7kDn0oTrtI wjFyLvHzIlFiW3hnfmGLcQ== 0000950157-96-000207.txt : 19960813 0000950157-96-000207.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950157-96-000207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960808 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960812 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBM CREDIT CORP CENTRAL INDEX KEY: 0000353524 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 222351962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08175 FILM NUMBER: 96608662 BUSINESS ADDRESS: STREET 1: 290 HARBOR DR STREET 2: P O BOX 10399 CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2039735100 MAIL ADDRESS: STREET 1: 290 HARBOR DR STREET 2: PO BOX 10399 CITY: STAMFORD STATE: CT ZIP: 06904 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 1996 IBM CREDIT CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-8175 22-2351962 (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification No.) 1133 Westchester Avenue White Plains, New York (Address of principal 10604-3505 executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 642-3000 Item 7. Financial Information, Pro Forma Financial Information and Exhibits. This Current Report on Form 8-K is being filed to incorporate by reference into Registration Statememt No. 333-06335 on Form S-3, effective July 30, 1996, the document included as Exhibit 1 hereto, relating to $2,000,000,000 aggregate principal amount of debt securities of the Registrant. The following exhibit is hereby filed with this report: Exhibit Number Description 1 Amendment dated August 8, 1996, to the Agency Agreement dated March 13, 1992, as amended August 12, 1992, April 13, 1993, June 11, 1993, August 17, 1993, January 6, 1994 and November 17, 1994 among IBM Credit Corporation, CS First Boston Corporation, Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and Smith Barney Inc. SIGNATURES 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. IBM CREDIT CORPORATION By: /s/ John J. Shay, Jr. --------------------- Name: John J. Shay, Jr. Title: Vice President, Secretary and General Counsel August 12, 1996 Exhibit Index Exhibit Number Description 1 Amendment dated August 8, 1996, to the Agency Agreement dated March 13, 1992, as amended August 12, 1992, April 13, 1993, June 11, 1993, January 6, 1994 and November 17, 1994 among IBM Credit Corporation, CS First Boston Corporation, Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and Smith Barney Inc. EX-1 2 AMENDMENT TO AGENCY AGREEMENT Exhibit 1 IBM CREDIT CORPORATION 290 Harbor Drive P.O. Box 10399 Stamford, Connecticut 06904-2399 IBM Credit Corporation Medium-Term Notes AMENDMENT TO AGENCY AGREEMENT August 8, 1996 CS First Boston Corporation Park Avenue Plaza New York, New York 10055 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Lehman Brothers Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center New York, New York 10281 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10020 Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Smith Barney Inc. 390 Greenwich Street New York, New York 10013 Dear Ladies and Gentlemen: The Agency Agreement dated March 13, 1992, as amended August 12, 1992, April 13, 1993, June 11, 1993, August 17, 1993, January 6, 1994 and November 17, 1994 (the "Agency Agreement"), contemplates the issuance from time to time by IBM Credit Corporation (the "Company") of up to $8,400,000,000 aggregate principal amount of the Company's Medium-Term Notes, of which the Company has issued and sold approximately $8,281,100,000 aggregate principal amount of Medium-Term Notes. The Agency Agreement is hereby amended to increase the aggregate principal amount of the Company's Medium-Term Notes which may be issued and sold from time to time by the Company thereunder to $10,400,000,000 and the aggregate principal amount of Medium-Term Notes which may be issued and sold from time to time thereunder on or after the date hereof to $2,118,900,000. The aggregate principal amount of Medium-Term Notes which may be issued and sold by the Company under the Agency Agreement and the aggregate principal amount which may be issued and sold from time to time thereunder on or after the date hereof shall be reduced by the aggregate principal amount of Registered Securities other than MediumTerm Notes issued and sold by the Company under the Registration Statement. The Agency Agreement, including the exhibits thereto, is also hereby amended to: (i) add each of Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Smith Barney Inc. ("Smith Barney") as an Agent thereunder; provided, however, that the opinions and other materials specified in Section 3(e), Sections 5(d) through 5(g), the penultimate and last paragraphs of Section 5 and Sections 6(b) through (d) required to be delivered at any time prior to the date hereof shall not be delivered to Morgan Stanley and Smith Barney; (ii) provide that notices to Morgan Stanley under Section 12 shall be sent to it at 1585 Broadway, 2nd Floor, New York, New York 10020, Attention: Manager-Continuously Offered Products with a copy to the attention of Peter Cooper - Investment Banking Information, 34th Floor; and (iii) provide that notices to Smith Barney under Section 12 shall be sent to it at 390 Greenwich Street, 4th Floor, New York, New York 10013, Attention: MTN Product Manager. In all other respects the Agency Agreement shall remain in full force and effect. This Amendment to the Agency Agreement may be executed in counterparts, and the executed counterparts shall together constitute a single instrument. Very truly yours, IBM CREDIT CORPORATION By ------------------------- AGREED TO: CS FIRST BOSTON CORPORATION By ----------------------- - ---------------------------------- (Goldman, Sachs & Co.) LEHMAN BROTHERS INC. By ----------------------- MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By ----------------------- MORGAN STANLEY & CO INCORPORATED By ----------------------- SALOMON BROTHERS INC By ----------------------- SMITH BARNEY INC. By ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----