-----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, OCPm39XI2mKjfxnUWhtBZL8UALNbgc/CqgX9Wp30NeIdvDWGgudrYi/MR4ZZIUIQ Dy5YjwdYU9wvTMPaMU9h9w== 0000950147-99-000589.txt : 19990615 0000950147-99-000589.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950147-99-000589 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINOVA CAPITAL CORP CENTRAL INDEX KEY: 0000043960 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 941278569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-74473 FILM NUMBER: 99642126 BUSINESS ADDRESS: STREET 1: 1850 N CENTRAL AVE STREET 2: PO BOX 2209 CITY: PHOENIX STATE: AZ ZIP: 85004-2209 BUSINESS PHONE: 6022076900 MAIL ADDRESS: STREET 1: 1850 N. CENTRAL AVENUE STREET 2: P.O. BOX 2209 CITY: PHOENIX STATE: AZ ZIP: 85002-2209 FORMER COMPANY: FORMER CONFORMED NAME: GREYHOUND FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GREYHOUND LEASING & FINANCIAL CORP DATE OF NAME CHANGE: 19870330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINOVA GROUP INC CENTRAL INDEX KEY: 0000883701 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 860695381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-74473-01 FILM NUMBER: 99642127 BUSINESS ADDRESS: STREET 1: 1850 N CENTRAL AVE STREET 2: P O BOX 2209 CITY: PHOENIX STATE: AZ ZIP: 85002-2209 BUSINESS PHONE: 6022076900 MAIL ADDRESS: STREET 1: 1850 N CENTRAL AVE STREET 2: P O BOX 2209 CITY: PHOENIZ STATE: AZ ZIP: 85044-2209 FORMER COMPANY: FORMER CONFORMED NAME: GFC FINANCIAL CORP DATE OF NAME CHANGE: 19930328 S-3/A 1 AMENDMENT 2 TO FORM S-3 OF FINOVA As filed with the Securities and Exchange Commission on June 8, 1999 Registration Nos. 333-74473 and 333-74473-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------- FORM S-3/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- THE FINOVA GROUP INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 86-0695381 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) FINOVA CAPITAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware 94-1278569 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 1850 North Central Avenue P.O. Box 2209 Phoenix, Arizona 85002-2209 (602) 207-6900 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants' Principal Executive Offices) Samuel L. Eichenfield Chairman, President and Chief Executive Officer The FINOVA Group Inc. FINOVA Capital Corporation 1850 North Central Avenue P.O. Box 2209 Phoenix, Arizona 85002-2209 (602) 207-6900 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Please send copies of all communications to: Richard Lieberman Paul C. Pringle Vice President - Brown & Wood LLP Associate General Counsel 555 California Street The FINOVA Group Inc. San Francisco, California 94104-1715 1850 North Central Avenue (415) 772-1200 P.O. Box 2209 Phoenix, Arizona 85002-2209 (602) 207-6900 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. 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, 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 ============================================================================================================ Proposed Maximum Proposed Maximum Title Of Securities Amount To Be Aggregate Price Per Aggregate Offering Amount Of To Be Registered Registered(1) Unit Price(1)(2) Registration Fee(3) - ------------------------------------------------------------------------------------------------------------ Debt Securities(4) | - ---------------------------- | Common Stock - par value | $.01 per share(5)(6) | - ---------------------------- | Preferred Stock - par value | $.01 per share(7) |-- $3,000,000,000 (2) $3,000,000,000 $834,000 (10) - ---------------------------- | Depositary Shares(8) | - ---------------------------- | Warrants(9) | - ---------------------------- | ============================================================================================================
(1) In no event will the aggregate maximum offering price of all securities issued pursuant to this Registration Statement exceed $3,000,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. (2) The proposed maximum offering price per unit (a) has been omitted pursuant to Instruction II.D of Form S-3 and (b) will be determined, from time to time, by the Registrants in connection with the issuance by the Registrants of the securities registered hereunder. (3) Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended. (4) Subject to footnote 1, there is being registered hereunder an indeterminate principal amount of debt securities as may be sold, from time to time, by the Registrants. (5) Subject to footnote 1, there is being registered hereunder an indeterminate number of shares of common stock as may be sold from time to time, by the Registrants, including shares of other classes or series of the Registrants' stock that may be issued upon reclassification of unissued, authorized stock of the Registrants. There also is being registered hereunder an indeterminate number of shares of common stock, including shares of other classes or series of the Registrants' stock that may be issued upon reclassification of unissued, authorized stock of the Registrants, as may be issuable upon conversion of the debt securities or the preferred stock or upon exercise of warrants registered hereby. (6) Includes the preferred stock purchase rights of The FINOVA Group Inc. which initially are attached to and trade with the shares of common stock of The FINOVA Group Inc. being registered hereby. The value attributable to such Rights, if any, is reflected in the market price of such common stock. (7) Subject to footnote 1, there is being registered hereunder an indeterminate number of shares of preferred stock as may be sold from time to time, by the Registrants. There also is being registered hereunder an indeterminate number of shares of preferred stock as shall be issuable upon exercise of warrants registered hereby. (8) Subject to footnote 1, there is being registered hereunder an indeterminate number of depositary shares as may be sold from time to time, by the Registrants. (9) Subject to footnote 1, there is being registered hereunder an indeterminate number of warrants representing rights to purchase shares of common stock or preferred stock of the Registrants, including shares of other classes or series of the Registrants' stock that may be issued upon reclassification of unissued, authorized stock of such Registrants, as the case may be, registered hereby. (10) A registration fee of $834,000 was previously paid with respect to this Registration Statement. 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 OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED June 8, 1999 Prospectus [FINOVA Logo] - ---------- [The FINOVA Group Inc. logo] [FINOVA Capital Corporation logo] By this prospectus, we may offer up to $3,000,000,000 of our: DEBT SECURITIES We will provide the specific terms of COMMON STOCK (including, for The these securities in supplements to FINOVA Group Inc., Rights to Purchase this prospectus. You should read this Junior Participating Preferred Stock) prospectus and the supplements PREFERRED STOCK carefully before you invest. DEPOSITARY SHARES WARRANTS FINOVA Capital Corporation is a wholly We may offer the securities directly owned subsidiary of The FINOVA Group or through underwriters, agents or Inc. dealers. The supplement will describe the terms of that plan of distribution. "Plan of Distribution" below also provides more information on this topic. These securities have not been approved or disapproved by the SEC or any state securities commission. None of those authorities has determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is __________, 1999 WHERE YOU CAN FIND MORE INFORMATION The FINOVA Group Inc. ("FINOVA * Portions of the Proxy Statement on Group") and FINOVA Capital Corporation Schedule 14A for FINOVA Group's ("FINOVA Capital") file annual, Annual Meeting of Shareholders quarterly and current reports, proxy held on May 13, 1999 that have and information statements and other been incorporated by reference information with the SEC. You may read into our 10-K. and copy any document we file at the SEC's public reference rooms at 450 * Quarterly Reports on Form 10-Q of Fifth Street, N.W., Washington, D.C. FINOVA Group and FINOVA Capital 20549. Please call the SEC at for the quarter ended March 31, 1-800-SEC-0330 for more information on 1999. the public reference room and their copy charges. Our SEC filings are also * Current Reports on Form 8-K of available to the public from the SEC's FINOVA Group dated January 14, web site at http://www.sec.gov, which March 22, April 14, and May 6, may also be available on our web site 1999. at http://www.finova.com. You may also inspect our SEC reports and other * Current Reports on Form 8-K of information at the New York Stock FINOVA Capital dated January 15, Exchange, 20 Broad Street, New York, and May 10, 1999. New York 10005. * Schedules 13-D of FINOVA Group and The SEC allows us to "incorporate FINOVA Capital dated January 6, by reference" the information we file 1999. with them, which means we can disclose information to you by referring you to You may request a copy of those those documents. Information filings or any other information incorporated by reference is part of incorporated by reference in this this prospectus. Later information prospectus, including exhibits. You filed with the SEC updates and may do so orally or in writing by supersedes this prospectus. contacting us at: We incorporate by reference the Treasurer documents listed below and any future The FINOVA Group Inc. filings made with the SEC under 1850 North Central Avenue Sections 13(a), 13(c), 14 or 15(d) of P.O. Box 2209 the Securities Exchange Act of 1934 Phoenix, Arizona 85002-2209 until this offering is completed: (602) 207-6900 * Annual Reports on Form 10-K of We will provide that information at no FINOVA Group and FINOVA Capital for charge to you. the year ended December 31, 1998 and all amendments thereto. THE COMPANIES FINOVA Group is a financial value-added services enable us to services holding company. Through our differentiate ourselves from our principal subsidiary, FINOVA Capital, competitors. That expertise and we provide a broad range of financing ability also enable us to command and capital market products to pricing that provides a satisfactory mid-size business. We concentrate on spread over our borrowing costs. lending to mid-size businesses. FINOVA Capital has been in operation since We seek to maintain a high quality 1954. portfolio and to minimize non-earning assets and write-offs. We use clearly We extend revolving credit defined underwriting criteria and facilities, term loans, and equipment stringent portfolio management and real estate financing primarily to techniques. We diversify our lending "middle-market" businesses with activities geographically and among a financing needs falling generally range of industries, customers and between $100,000 and $35 million. loan products. We operate in 20 specific industry Due to the diversity of our or market niches under three market portfolio, we believe we are better groups. We selected those groups able to manage competitive changes in because our expertise in evaluating our markets and to withstand the the creditworthiness of prospective impact of deteriorating economic customers and our ability to provide conditions on a regional or national 2 basis. There can be no assurance, transaction sizes range from however, that competitive changes, $100,000 to $1 million and are borrowers' performance, economic made to small and mid-size conditions or other factors will not businesses with annual sales result in an adverse impact on our under $10 million. results of operations or financial condition. * REDISCOUNT FINANCE offers revolving credit facilities to We generate interest, leasing, fee the independent consumer finance and other income through charges industry including sales, assessed on outstanding loans, loan automobile, mortgage and premium servicing, leasing, brokerage and finance companies. Typical other activities. Our primary expenses transaction sizes range from $1 are the costs of funding our loan and million to $35 million. lease business, including interest paid on debt, provisions for credit SPECIALTY FINANCE losses, marketing expenses, salaries and employee benefits, servicing and * COMMERCIAL EQUIPMENT FINANCE other operating expenses and income offers equipment leases, loans taxes. and "turnkey" financing to a broad range of midsize BUSINESS GROUPS companies. Specialty markets include the corporate aircraft We operate the following principal and emerging growth technology lines of business under three market industries, primarily groups: biotechnology and electronics. Typical transaction sizes range COMMERCIAL FINANCE from $500,000 to $15 million. * BUSINESS CREDIT offers * COMMUNICATIONS FINANCE collateral-oriented revolving specializes in term financing to credit facilities and term loans advertising and subscriber- for manufacturers, distributors, supported businesses including wholesalers and service radio and television stations, companies. Typical transaction cable operators, outdoor sizes range from $500,000 to $3 advertising firms and million. publishers. Typical transaction sizes range from $1 million to * COMMERCIAL SERVICES (formerly $40 million. Factoring Services) offers full service factoring and accounts receivable management services * FRANCHISE FINANCE offers for entrepreneurial and larger equipment, real estate and firms, primarily in the textile acquisition financing for and apparel industries. The operators of established annual factored volume of these franchise concepts. Transaction companies is generally between sizes generally range from $5 million and $25 million. This $500,000 to $15 million. line provides accounts receivable financing and loans * HEALTHCARE FINANCE offers a full secured by equipment and real range of working capital, estate. equipment and real estate financing products for the U.S. * CORPORATE FINANCE provides a health care industry. full range of cash flow-oriented Transaction sizes typically and asset-based term and range from $500,000 to $25 revolving loan products for million. manufacturers, wholesalers, distributors, specialty * PORTFOLIO SERVICES provides retailers and commercial and customized receivable servicing consumer service businesses. and collections for time-share Typical transaction sizes range developers and other generators from $2 million to $35 million. of consumer receivables. * DISTRIBUTION & CHANNEL FINANCE * PUBLIC FINANCE provides (formerly Inventory Finance) tax-exempt term financing to provides inbound and outbound state and local governments, inventory financing, combined non-profit corporations and inventory/accounts receivable entities using industrial lines of credit and purchase revenue or development bonds. order financing for equipment Typical transaction sizes range distributors, value-added from $100,000 to $5 million. resellers and dealers nationwide. Transaction sizes * RESORT FINANCE focuses on generally range from $500,000 to construction, acquisition and $30 million. receivables financing of timeshare resorts worldwide, * GROWTH FINANCE provides second home communities and collateral-based working capital fractional interest resorts. financing primarily secured by accounts receivable. Typical 3 Typical transaction sizes range automobiles and other consumer from $5 million to $35 million. products. * SPECIALTY REAL ESTATE FINANCE * MEZZANINE CAPITAL provides provides senior term acquisition senior and subordinated secured and bridge/interim loans from $5 term loans to small, fast million to $30 million or more growing companies in a broad for hotel and resort properties range of industries that are in the U.S., Canada and the located in the U.S. and Canada Caribbean. Through this for expansions, acquisitions, division, we also provide equity buy-outs and other strategic investments in credit-oriented ventures. Typical transaction real estate sale leasebacks. sizes range from $1 million to $5 million. * TRANSPORTATION FINANCE struc- tures equipment loans, leases, * HARRIS WILLIAMS & CO provides acquisition financing and merger and acquisition advisory leveraged lease equity services targeting middle market investments for commercial and businesses. cargo airlines worldwide, railroads and operators of other Both FINOVA Group and FINOVA transportation related Capital are Delaware corporations. equipment. Typical transaction FINOVA Group was incorporated in 1991 sizes range from $5 million to to serve as the successor to The Dial $30 million. Through FINOVA Corp's financial services businesses. Aircraft Investors LLC, FINOVA Dial transferred those businesses to also seeks to use its market FINOVA Group in March 1992 in a expertise and industry presence spin-off. Since that time, FINOVA to purchase, upgrade and resell Group has increased its total assets used commercial aircraft. from $2.6 billion at December 31, 1992 to $10.4 billion at December 31, CAPITAL MARKETS 1998. Income from continuing operations increased from $36.8 * REALTY CAPITAL specializes million in 1992 to $160.3 million in in providing capital markets- 1998. We believe FINOVA Group ranks funded commercial real among the largest independent estate financing products and commercial finance companies in the commercial mortgage banking U.S., based on total assets. The services. Typical transaction common stock of FINOVA Group is sizes range from $1 million to traded on the New York Stock $5 million. Exchange. * INVESTMENT ALLIANCE provides FINOVA Capital was incorporated in equity and debt financing 1965 and is the successor to a for midsize businesses in California corporation that was formed partnership with institutional in 1954. All of FINOVA Capital's investors and selected fund capital stock is owned by FINOVA sponsors. Typical transaction Group. sizes range from $2 million to $15 million. Our principal executive offices are located at 1850 North Central Avenue, * LOAN ADMINISTRATION provides P.O. Box 2209, Phoenix, Arizona in-house servicing for 85002-2209. Our telephone number is FINOVA's commercial loan (602) 207-6900. products as well as servicing and subservicing of other mortgage and consumer loans, including residential real estate, mobile homes, 4 SELECTED FINANCIAL INFORMATION The following information was statements and other information that derived from FINOVA Group's financial we have filed with the SEC. We have statements. The information is only a restated the financial information summary and does not provide all of through 1998 as noted more fully in the information contained in our Note T to the financial statements financial statements, including the for the year ended December 31, 1998. related notes, and Management's Prior year amounts have also been Discussion and Analysis. Those items reclassified to conform to the 1998 are part of our Annual Reports on Form presentation and to reflect a 2-for-1 10-K/A and Quarterly Reports on Form stock split in 1997. 10-Q. You should read our financial
For the Three Months Ended March 31, As of and for the Year Ended December 31, ----------------------- ------------------------------------------------------------- 1999 1998 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- ---- Dollars in thousands, except per share data) OPERATIONS: Income earned from financing transactions $ 273,075 $ 232,833 $ 1,007,773 $ 879,763 $ 756,996 $ 673,194 $ 458,411 Interest margins earned 124,666 105,383 459,515 392,124 329,107 280,788 211,419 Volume-based fees 12,735 22,156 77,723 39,378 28,588 21,204 10,796 Provision for credit losse 9,500 9,500 82,200 69,200 41,751 39,568 10,439 Gains on disposal of assets 12,370 1,525 27,912 30,333 12,562 10,490 3,877 Income from continuing operations 50,057 39,741 160,341 137,910 117,968 95,621 75,470 Net income 50,057 39,741 160,341 137,910 118,475 97,060 76,013 Basic earnings from continuing operations per share 0.89 0.71 2.87 2.53 2.16 1.75 1.52 Basic earnings per share 0.89 0.71 2.87 2.53 2.17 1.78 1.53 Basic adjusted weighted average outstanding shares(1) 56,294,000 56,138,000 55,946,000 54,405,000 54,508,000 54,633,000 49,765,000 Diluted earnings from continuing operations per share $ 0.83 $ 0.67 $ 2.70 $ 2.40 $ 2.10 $ 1.72 $ 1.50 Diluted earnings per share 0.83 0.67 2.70 2.40 2.11 1.75 1.51 Diluted adjusted weighted average shares(1) 61,318,000 61,079,000 60,705,000 59,161,000 56,051,000 55,469,000 50,436,000 Dividends declared per common share $ 0.16 $ 0.14 $ 0.60 $ 0.52 $ 0.46 $ 0.42 $ 0.37 FINANCIAL POSITION: Investment in financing transactions $11,086,016 $ 8,689,238 $10,020,221 $ 8,420,462 $ 7,318,919 $ 6,364,189 $ 5,354,626 Nonaccruing assets 228,416 195,267 205,233 187,356 155,505 143,127 149,046 Reserve for credit losses 238,277 175,967 207,618 177,088 148,693 129,077 110,903 Total assets 11,730,347 9,037,349 10,441,236 8,724,626 7,538,456 7,045,547 5,831,327 Total debt 9,327,137 7,115,327 8,394,578 6,764,581 5,850,223 5,649,368 4,573,354 Company-obligated mandatory redeemable convertible preferred securities of subsidiary trust solely holding con- vertible debentures of FINOVA Group ("TOPrS") 111,550 111,550 111,550 111,550 111,550 Shareowners' equity 1,557,612 1,128,594 1,167,231 1,092,254 936,085 829,040 773,547
- ------------ (1) Adjusted to reflect a 2-for-1 stock split on October 1, 1997. RATIO OF INCOME TO TOTAL FIXED CHARGES For the Three Months Ended March 31, Year Ended December 31, ------------ ------------------------------------ 1999 1998 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- ---- FINOVA Group 1.63x 1.60x 1.55x 1.54x 1.51x 1.45x 1.59x FINOVA Capital 1.63x 1.60x 1.55x 1.54x 1.51x 1.45x 1.59x RATIO OF INCOME TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS For the Three Months Ended March 31, Year Ended December 31, ------------ ------------------------------------- 1999 1998 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- ---- FINOVA Group 1.61x 1.58x 1.53x 1.51x 1.51x 1.45x 1.59x FINOVA Capital 1.63x 1.60x 1.55x 1.54x 1.51x 1.45x 1.59x 5 Variations in interest rates generally computing the above ratios, consists do not have a substantial impact on of income from continuing operations the ratio because fixed-rate and before income taxes plus fixed floating-rate assets are generally charges. Fixed charges consist of matched with liabilities of similar interest and related debt expense, and rate and term. Income available for a portion of rental expense determined fixed charges, for purposes of to be representative of interest. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this competitive without sacrificing prospectus and any supplements are prudent lending standards. Doing "forward-looking," in that they do not business under those standards discuss historical fact but instead becomes more difficult, however, note future expectations, projections, when competitors offer financing intentions or other items relating to with less stringent criteria. We the future. These forward-looking seek to maintain credit quality statements include those made in at the risk of growth in assets, documents incorporated in this if necessary. prospectus by reference. * The cost of our capital. That Forward-looking statements are cost depends on many factors, subject to known and unknown risks, some of which are beyond our uncertainties and other factors that control, such as our portfolio may cause our actual results or quality, ratings, prospects and performance to differ materially from outlook. those contemplated by the forward-looking statements. Many of * Changes in government those factors are noted in conjunction regulations, tax rates and with the forward-looking statements similar matters. For example, in the text. Other important factors government regulations could that could cause actual results to significantly increase the cost differ include: of doing business or could eliminate certain tax advantages * The results of our efforts to of some of our financing implement our business strategy. products. Failure to fully implement our business strategy might result * Necessary technological changes, in decreased market penetration, including those addressing "Year adverse effects on results of 2000" data systems issues, may be operations and other adverse more difficult, expensive or time results. consuming than anticipated. * The effect of economic * Costs or difficulties related to conditions and the performance integration of acquisitions. of our borrowers. Economic conditions in general or in * Other risks detailed in our particular market segments could other SEC reports or filings. impact the ability of our borrowers to operate or expand We do not intend to update their businesses, which might forward-looking information to reflect result in decreased performance actual results or changes in for repayment of their assumptions or other factors that obligations or reduce demand for could affect those statements. We additional financing needs. cannot predict the risk from reliance on forward-looking statements in * Actions of our competitors and light of the many factors that could our ability to respond to those affect their accuracy. actions. We seek to remain USE OF PROCEEDS We intend to use the net proceeds working capital, investment in from the sale of the securities for financing transactions and capital general corporate purposes. Those expenditures. We will describe in the purposes include the repayment or supplement any proposed use of refinancing of debt, acquisitions in proceeds other than for general the ordinary course of business, corporate purposes. 6 DESCRIPTION OF DEBT SECURITIES DEBT SECURITIES concerning that series of debt. But to change the payment of The following summary applies only principal or interest, every to the debt securities of FINOVA holder in that series must Capital. If we issue debt securities consent. of FINOVA Group, we will describe those securities and the indenture * FINOVA Capital may discharge the under which they are issued in the debt issued in any series at any applicable supplement. time by depositing sufficient funds with the trustee to pay The debt securities of FINOVA the obligations when due. All Capital will be issued under one or amounts due to you on the debt more indentures between FINOVA Capital would be paid by the trustee and one or more U.S. banking from the deposited funds. institutions (a "trustee"). The indentures may but need not have * If FINOVA Capital fails to meet separate trustees for senior and its obligations on the debt, it subordinated debt. We will list the will be in default. Defaults for trustee for each series of securities senior debt securities are in the applicable supplement. described on pages 11 and 12 of this prospectus. The following summary of certain provisions of the indentures is not GENERAL complete. You should look at the indenture that applies to your The debt securities of FINOVA Group offering ("your indenture"). The and FINOVA Capital offered by this indentures are filed as exhibits to prospectus will be limited to $3.0 the Registration Statement. To obtain billion principal amount. The a copy of your indenture, see "Where indentures do not limit the amount of You Can Find More Information" on page debt securities FINOVA Capital could 2. offer under them. FINOVA Capital can issue debt securities in one or more All capitalized terms have the series, in each case as authorized by meanings specified in the indentures. us from time to time. Each series may differ as to its terms. The debt GENERAL INDENTURE PROVISIONS THAT securities will be FINOVA Capital's APPLY TO SENIOR AND SUBORDINATED DEBT unsecured general obligations and may or may not be subordinated to FINOVA * The indentures do not limit the Capital's other general indebtedness. amount of debt that FINOVA Those that are not subordinated are Capital may issue nor provide called "senior debt securities." The holders any protection should others are "subordinated debt there be a highly leveraged securities." transaction involving our company. We may issue additional The supplement will address the debt securities without your following terms of the debt consent. securities: * If FINOVA Capital redeems debt * Their title. which is convertible into its capital stock or other * Any limits on the principal securities, your right to amounts to be issued. convert that debt into capital stock or other securities will * The dates on which the principal expire on the redemption date. is payable. * The indentures allow FINOVA * The rates (which may be fixed or Capital to merge or to variable) at which they shall consolidate with another bear interest, or the method for company, or sell all or determining rates. substantially all of its assets to another company. If these * The dates from which the events occur, the other company interest will accrue and will be will be required to assume payable, or the method of FINOVA Capital's determining those dates, and any responsibilities on the debt, record dates for the payments and FINOVA Capital will be due. released from all liabilities and obligations. * Any provisions for redemption, conversion or exchange, at our * The indentures provide that option or otherwise, including holders of a majority of the the periods, prices and terms of total principal amount of the redemption or conversion. debt outstanding in any series may vote to change our * Any sinking fund or similar obligations or your rights provisions, whether mandatory or at the holder's option, along 7 with the periods, prices and OWNERSHIP OF THE GLOBAL SECURITIES; terms of redemption, purchase or BENEFICIAL OWNERSHIP. So long as the repayment. depositary or its nominee is the registered owner of a global security, * The amount or percentage payable that entity will be the sole holder of if we accelerate their maturity, the debt securities represented by if other than the principal that instrument. The trustee and we amount. are only required to treat the depositary or its nominee as the legal * Any changes to the events of owner of those securities for all default or covenants set forth purposes under your indenture. in your indenture. Each actual purchaser of debt * The terms of subordination, if securities represented by a global any. security (a "beneficial owner") will not be entitled to receive physical * Whether the series can be delivery of certificated securities, reopened. will not be considered the holder of those securities for any purpose under * Any other terms consistent with your indenture, and will not be able your indenture. to transfer or exchange the global securities, unless this prospectus or We may authorize and determine the the supplement provide to the terms of a series of debt securities contrary. As a result, each beneficial by resolution of our board of owner must rely on the procedures of directors or one of its committees or the depositary to exercise any rights through one or more supplemental of a holder under your indenture. In indentures. addition, if the beneficial owner is not a direct or indirect participant FORM OF DEBT SECURITIES in the depositary (each a "participant") the beneficial owner The debt securities will be issued must rely on the procedures of the in registered form. Unless the participant through which it owns its supplement otherwise provides, debt beneficial interest in the global securities will be issued as one or security. more global securities. This means that we will not issue certificates to The laws of some jurisdictions each holder. We generally will issue require that certain purchasers of global securities in the total securities take physical delivery of principal amount of the debt the securities in certificated form. securities distributed in that series. Those laws and the above conditions We will issue debt securities only in may impair the ability to transfer denominations of $1,000 or integral beneficial interests in the global multiples of that amount, unless the securities. supplement states otherwise. THE DEPOSITORY TRUST COMPANY GLOBAL SECURITIES The following is based on IN GENERAL. Debt securities in information furnished by DTC and global form will be deposited with or applies to the extent it is the on behalf of a depositary. Global depositary, unless otherwise stated in securities are represented by one or a supplement: more global certificates for the series registered in the name of the REGISTERED OWNER. The debt depositary or its nominee. Debt securities will be issued as fully securities in global form may not be registered securities in the name of transferred except as a whole among Cede & Co. (DTC's partnership the depositary, a nominee of or a nominee). One fully registered global successor to the depositary and any security generally will be issued for nominee of that successor. Unless each $200 million principal amount of otherwise identified in the debt securities. The trustee will supplement, the depositary will be The deposit the global securities with the Depository Trust Company ("DTC"). depositary. The deposit of the global securities with DTC and its NO DEPOSITARY OR GLOBAL SECURITIES. registration in the name of Cede & Co. If a depositary for a series is will not change the beneficial unwilling or unable to continue as ownership of the securities. depositary, and a successor is not appointed by us within 90 days, we DTC ORGANIZATION. DTC is a will issue debt securities of that limited-purpose trust company series in definitive form in exchange organized under the New York Banking for the global security or securities Law, a "banking organization" within of that series. We also may determine the meaning of that law, a member of at any time in our discretion not to the Federal Reserve System, a use global securities for any series. "clearing corporation" within the In that event, we will issue debt securities in definitive form. 8 meaning of the New York Uniform NOTICES AMONG THE DEPOSITARY, Commercial Code and a "clearing PARTICIPANTS AND BENEFICIAL OWNERS. agency" registered under the Notices and other communications by provisions of Section 17A of the the depositary, its participants and Securities Exchange Act of 1934, as the beneficial owners will be governed amended. by arrangements among them, subject to any legal requirements in effect. DTC is owned by a number of its direct participants and by the New VOTING PROCEDURES. Neither DTC nor York Stock Exchange, Inc., the Cede & Co. will give consents for or American Stock Exchange, Inc. and the vote the global securities. The National Association of Securities depositary generally mails an omnibus Dealers, Inc. Direct participants proxy to us just after the applicable include securities brokers and record date. That proxy assigns Cede & dealers, banks, trust companies, Co.'s consenting or voting rights to clearing corporations and certain the direct participants to whose other organizations who directly accounts the securities are credited participate in DTC (each a "direct at that time. participant"). Other entities ("indirect participants") may access PAYMENTS. Principal and interest DTC's system by clearing transactions payments made by us will be delivered through or maintaining a custodial to the depositary. DTC's practice is relationship with direct participants, to credit direct participants' either directly or indirectly. The accounts on the applicable payment rules applicable to DTC and its date unless it has reason to believe participants are on file with the SEC. it will not receive payment on that date. Payments by participants to DTC ACTIVITIES. DTC holds beneficial owners will be governed by securities that its participants standing instructions and customary deposit with it. DTC also facilitates practices, as is the case with the settlement among participants of securities held for customers in securities transactions, such as bearer form or registered in "street transfers and pledges, in deposited name." Those payments will be the securities through electronic responsibility of that participant, computerized book-entry changes in not the depositary, the trustee or us, participant's accounts. Doing so subject to any legal requirements in eliminates the need for physical effect at that time. movement of securities certificates. We are responsible for payment of PARTICIPANTS' RECORDS. Except as principal, interest and premium, if otherwise provided in this prospectus any, to the trustee, who is or a supplement, purchases of the debt responsible to pay it to the securities must be made by or through depositary. The depositary is direct participants, which will responsible for disbursing those receive a credit for the securities on payments to direct participants. The the depositary's records. The participants are responsible for beneficial owner's ownership interest disbursing payments to the beneficial is in turn to be recorded on the owners. direct and indirect participants' records. Beneficial owners will not TRANSFER OR EXCHANGE OF SECURITIES receive written confirmations from the depositary of their purchase, but they You may transfer or exchange the are expected to receive them, along debt securities (other than a global with periodic statements of their security) without service charge at holdings, from the direct or indirect our office designated for that purpose participants through whom they entered or at the office of any transfer agent into the transaction. or security registrar identified under your indenture. You must execute a Transfers of interests in the proper form of transfer and pay any global securities will be made on the taxes and other governmental charges books of the participants on behalf of resulting from that action. You may the beneficial owners. Certificates transfer or exchange the debt representing the interest of the securities (other than a global beneficial owners in the securities security) initially at our offices at will not be issued unless the use of 1850 North Central Avenue, P.O. Box global securities is suspended, as 2209, Phoenix, Arizona 85002-2209 or provided above. at our office or agency established for that purpose in New York, New The depositary has no knowledge of York. the actual beneficial owners of the global securities. Its records only Debt securities in the several reflect the identity of the direct denominations will be interchangeable participants as owners of the without service charge, but we may securities. Those participants may or require payment to cover taxes and may not be the beneficial owners. Participants are responsible for keeping account of their holdings on behalf of their customers. 9 other governmental charges. The * Leases of property in the trustee noted in the supplement ordinary course of business or initially will act as authenticating if the property is not needed in agent under your indenture. the operation of our business. SAME-DAY SETTLEMENT AND PAYMENT * Purchase money security interests that are non-recourse Unless the supplement otherwise to FINOVA Capital or designated provides, the debt securities will be subsidiaries except to the settled in immediately available extent of the property so funds. We will make payments of acquired or any proceeds from principal and interest in immediately that property, or both. available funds. * Governmental deposits or PAYMENT AND PAYING AGENT security as a condition to the transaction of business or the If the debt securities are not held exercise of a privilege, or to in global form, we will make payment maintain self-insurance, or to of principal and premium, if any, participate in any fund in against surrender of the debt connection with worker's securities at the principal office of compensation, unemployment the trustee in New York, New York. We insurance, pensions, social will pay any installment of interest security or for appeal bonds. on debt securities to the record holder on the record date for that * Liens for taxes or assessments interest. We can make those payments not yet due or which are payable through the trustee, as noted above, without a penalty or are being by check mailed by first class mail to contested in good faith and with the registered holders at their adequate reserves, so long as registered address or by wire transfer foreclosure or similar to an eligible account of the proceedings are not commenced. registered holder. * Judgment liens that have not If any payments of principal, remained undischarged or premium or interest are not claimed unstayed for more than six within three years of the date the months. payment became due, those funds are to be repaid to us. The beneficial owners * Incidental or undetermined of those interests thereafter will construction, mechanics or look only to us for payment for those similar liens arising in the amounts. ordinary course of business relating to obligations not INDENTURE COVENANTS, DEFAULTS AND overdue or which are being AMENDMENTS contested by FINOVA Capital or a designated subsidiary in good LIMITATION ON LIENS. The indentures faith and deposits for releases prohibit FINOVA Capital from creating of such liens. or permitting any lien or similar encumberance (a "lien") on any of its properties unless FINOVA Capital secures the senior debt securities equally and ratably with any other obligation secured in that manner. The indentures contain the following exceptions to that prohibition: 10 * Zoning restrictions, licenses, and your indenture. Immediately after easements and similar that transaction, however, no default encumbrances or defects if can exist. A purchase by a subsidiary immaterial. of all or substantially all of the assets of another corporation will not * Other liens immaterial in the be a purchase of those assets by aggregate incidental to FINOVA FINOVA Capital. If, however, any of Capital's or a designated the transactions noted in this subsidiary's business or paragraph occurs and results in a lien property, other than for on any of FINOVA Capital's properties indebtedness. (except as permitted above), FINOVA Capital must simultaneously secure the * Banker's liens and set off senior debt securities equally and rights in the ordinary course of ratably with the debt secured by that business. lien. * Leasehold or purchase rights, DEFAULTS. Events of default under exercisable for fair the indenture for any series are: consideration, arising in the ordinary course of business. * Failure for 30 days to pay interest on any debt securities * Liens on property or securities of that series. existing when an entity becomes a designated subsidiary or * Failure to pay principal (other merges with FINOVA Capital or a than sinking fund redemptions) designated subsidiary, provided or premium, if any, on debt they are not incurred in securities of that series. anticipation of those events. * Failure for 30 days to pay any * Liens on property or securities sinking fund installment on that existing at the time of series. acquisition. * Violation of a covenant under * Liens in a total amount less the indenture pertaining to that than $25 million, excluding series that persists for at liens covered by the exceptions least 90 days after FINOVA noted above. Capital is notified by the trustee or the holders of 25% of * Liens securing indebtedness of the series. FINOVA Capital or a designated subsidiary provided those and * Default in other instruments or similar liens on indebtedness do under any other series of debt not exceed 10% of consolidated securities resulting in net tangible assets, as that acceleration of indebtedness term is defined in the over $15 million, unless that indentures, excluding certain default is rescinded or preexisting indebtedness and discharged within 10 days after those liens permitted above. written notice by the trustee or the holders of 10% of that MERGER, CONSOLIDATION AND SALE OF series. ASSETS. FINOVA Capital cannot merge with or into, consolidate with, sell * Bankruptcy, insolvency or or lease all or substantially all of similar event. its assets to or purchase all or substantially all the assets of * Any other event of default with another corporation unless it will be respect to the debt securities the surviving corporation or the of that series. successor is incorporated in the U.S. and assumes all of FINOVA Capital's obligations under the debt securities 11 If an event of default occurs and Unanimous consent is required for continues, the trustee or the holders changes to extend the fixed maturity of at least 25% of the series may of any debt securities, reduce the declare those debt securities due and principal, redemption premium or rate payable. FINOVA Capital is required to of interest, extend the time of certify to the trustees annually as to payment of interest, change the form its compliance with the indentures. A of currency, limit the right to sue default under one series does not for payment on or after maturity of necessarily mean that a default or an the debt securities, adversely affect event of default will have occurred the right, if any, to convert or under another series under that exchange the debt securities or indenture or any other indenture. adversely affect the subordination provisions, if any. Unanimous consent Holders of a majority of the is also required to reduce the level principal of a series may control of consents needed to approve any of certain actions of the trustee and may those changes. The trustee must waive past defaults for that series. consent to changes modifying its Except as provided in your indenture, rights, duties or immunities. the trustee will not be under any obligation to exercise any of the SUBORDINATION rights or powers vested in it by your indenture at the request, order or The terms and conditions of any direction of any holder unless one or subordination of subordinated debt more of them shall have offered securities to other indebtedness of reasonable indemnity to the trustee. FINOVA Capital will be described in the supplement relating to the If an event of default occurs and subordinated debt securities. The is continuing, the trustee may terms will include a description of reimburse itself for its reasonable the indebtedness ranking senior to the compensation and expenses incurred out subordinated debt securities, the of any sums held or received by it restrictions on payments to the before making any payments to the holders of the subordinated debt holders of the debt securities of the securities while a default exists with defaulted series. respect to senior indebtedness, any restrictions on payments to the The right of any holders of debt holders of the subordinated debt securities of a series to commence an securities following an event of action for any remedy is subject to default and provisions requiring certain conditions, including the holders of the subordinated debt requirement that the holders of at securities to remit certain payments least 25% of that series request that to holders of senior indebtedness. the trustee take such action, and offer reasonable indemnity to the Because of the subordination, if trustee against its liabilities FINOVA Capital becomes insolvent, incurred in doing so. holders of the subordinated debt securities may recover less, ratably, DEFEASANCE than other creditors of FINOVA Capital, including holders of senior FINOVA Capital may defease the debt indebtedness. securities of a series, meaning it would satisfy its duties under that CONVERSION series before maturity. It may do so by depositing with the trustee, in Debt securities may be convertible trust for the benefit of the holders, into or exchangeable for common stock, either enough funds to pay, or direct preferred stock, other debt U.S. government obligations that, securities, warrants or other together with the income of those securities of FINOVA Capital, or obligations (without considering any securities of any other issuer or reinvestment), will be sufficient to obligor. The supplement will describe pay, the obligation of that series, the terms of any conversion rights. including principal, premium, if any, and interest. Certain other conditions CONCERNING THE TRUSTEES must be met before it may do so. FINOVA Capital must deliver an opinion The trustees may, but need not be, of counsel that the holders of that banks in FINOVA Capital's credit series will have no Federal income tax agreements and from time to time may consequences as a result of that perform other banking, trust or deposit. related services or investment banking services on behalf of FINOVA Group, MODIFICATION OF YOUR INDENTURE. The FINOVA Capital or our customers. trustee and FINOVA Capital may amend your indenture without consent of the holders of debt securities to do certain things, such as establishing the form and terms of any series of debt securities. FINOVA Capital must obtain consent of holders of at least two-thirds of the outstanding debt securities affected by a change to amend the terms of your indenture or any supplemental indenture applicable to your securities or the rights of the holders of those debt securities. 12 DESCRIPTION OF CAPITAL STOCK The following summary of material designations, powers, preferences, provisions of the common stock, the rights, qualifications, limitations preferred stock, the junior and restrictions as the board participating preferred stock (the determines. Thus, the board, without "Junior Preferred Stock") and the stockholder approval, could authorize rights to purchase the Junior the issuance of preferred stock with Preferred Stock (the "Rights") of voting, conversion and other rights FINOVA Group is not complete. You that could adversely affect the voting should refer to the certificate of power and other rights of the holders incorporation and bylaws of FINOVA of the common stock or that could make Group, as amended, FINOVA Group's it more difficult for another company certificate of designations for the to enter into certain business Junior Preferred Stock and the Rights combinations with FINOVA Group. See Agreement dated as of February 15, "-- Additional Provisions of the 1992, as amended and restated as of Certificate of Incorporation, the September 14, 1995 (the "Rights Bylaws and Delaware Law -- Preferred Agreement"), between FINOVA Group and Stock" below. Harris Trust & Savings Bank, as successor Rights Agent. To obtain SHAREHOLDER RIGHTS PLAN copies of those documents, see "Where You Can Find More Information" on page In 1992, FINOVA Group issued one 2. If we issue capital stock of FINOVA Right for each outstanding share of Capital, we will describe those common stock. FINOVA Group has and securities in the applicable will continue to issue one Right with supplement. each newly issued share of its common stock (including stock issued on FINOVA Group is authorized by its conversion of preferred securities). certificate of incorporation to issue The obligation to continue to issue 420,000,000 shares of capital stock, the Rights, however, will terminate on consisting of 20,000,000 shares of the expiration, exchange or redemption preferred stock, par value $.01 per of the Rights. share, and 400,000,000 shares of common stock, par value $.01 per Each Right entitles the registered share. As of May 25, 1999, there holder to purchase from FINOVA Group were 61,082,445 shares of common stock 1/200th of a share of the Junior outstanding (excluding 3,555,481 Preferred Stock. The purchase price is treasury shares held by FINOVA Group) $67.50 per 1/200th of a share, subject and no shares of preferred stock to adjustment under certain outstanding. However, FINOVA Group has circumstances. authorized 600,000 shares of Junior Preferred Stock which have been The Rights will trade only with the reserved for issuance on the exercise common stock and FINOVA Group will not of the Rights. issue separate certificates for the Rights until the "Rights Distribution COMMON STOCK Date." That date occurs on the first to occur of the following events: The holders of the common stock are entitled to one vote per share. FINOVA * 10 days after a public Group's certificate of incorporation announcement (the "Share does not provide for cumulative voting Acquisition Date") that a person in the election of directors. The or group of persons acting board may declare dividends on the together has become the common stock in its discretion, if beneficial owner of at least 20% funds are legally available for those or more of FINOVA Group's common purposes. On liquidation, common stock, directly or indirectly stockholders are entitled to receive (becoming an "Acquiring pro rata any remaining assets of Person"), or FINOVA Group, after we satisfy or provide for the satisfaction of all liabilities as well as obligations on * 10 business days after the start our preferred stock, if any. The or announcement of an intention holders of common stock do not have to make a tender offer or preemptive rights to subscribe for or exchange offer that would result purchase any shares of capital stock in a person or group acting or other securities of FINOVA Group. together beneficially owning 20% or more of FINOVA Group's common PREFERRED STOCK stock, directly or indirectly. The board, however, may extend Under FINOVA Group's certificate of that 10 business day deadline incorporation, the board is prior to the time the person or authorized, without stockholder group becomes an Acquiring action, to issue preferred stock in Person. one or more series, with the 13 The Rights may not be exercised may pay the redemption price in cash, until the Rights Distribution Date. common stock or any other method The Rights will expire on February 28, selected by the board. Upon 2002 unless we extend that date or, redemption, the right to exercise the unless we redeem or exchange the Rights will terminate and the holders Rights before then. will only have the right to receive the redemption price. The value of each 1/200th interest in a share of Junior Preferred Stock NO RIGHTS AS A STOCKHOLDER. Rights is intended to approximate the value holders, as Rights holders, have no of one share of FINOVA Group common independent rights as stockholders of stock, due to the dividend, FINOVA Group, including the right to liquidation and voting rights of the vote or to receive dividends, until Junior Preferred Stock, although there the Rights are exercised. can be no assurance the value will be the same. ANTITAKEOVER EFFECTS. The Rights may discourage a takeover. The HOW THE RIGHTS WORK. If a person or Rights will substantially dilute the group becomes an Acquiring Person, ownership interest in our shares of their Rights become void. The other any Acquiring Person. That dilution Rights holders will have the right to would impair the ability of the exercise their Rights, at the then Acquiring Person to change the current exercise price, for FINOVA composition of our board. It also Group common stock having a market would impact its ability to acquire value of two times the exercise price FINOVA Group on terms not approved by of the Right. That right to purchase, our board, including through a tender however, will not exist if the Rights offer at a premium to the market Distribution Date is due to a tender price, other than through an offer or exchange offer for all of FINOVA conditioned on a substantial number of Group's common stock and the Rights being acquired. The Rights independent members of our board should not interfere with any merger determine that the offer is at a fair or business combination approved by price, on fair terms and is otherwise the board, since we may redeem the in the best interests of FINOVA Group Rights before they become exercisable. and its stockholders. JUNIOR PREFERRED STOCK NOT The other Rights holders also will REGISTERED. The Junior Preferred Stock have the same exercise rights is not registered with the SEC or any described above if, after a person or other securities administrator. If the group becomes an Acquiring Person, Rights become exercisable, we intend FINOVA Group is acquired in a merger to register with the SEC the Junior or business combination or at least Preferred Stock exchangeable for the half of our total assets and earning Rights. power are sold. The exception is the same as the one noted in the above ADDITIONAL PROVISIONS OF THE paragraph, provided that the price CERTIFICATE OF INCORPORATION, THE offered to the shareholders for each BYLAWS AND DELAWARE LAW share of common stock is not less than that paid in the tender or exchange FINOVA Group's certificate of offer, and the consideration is in the incorporation and bylaws contain same form as that paid in the tender provisions that could make more or exchange offer. If the requirements difficult our acquisition by means of of this exception are met, then the a tender offer, a proxy contest or Rights will expire. otherwise. This description is only a summary and does not provide all the EXCHANGE OF RIGHTS. After a person information contained in FINOVA or group becomes an Acquiring Person Group's certificate of incorporation but before the Acquiring Person and bylaws. To obtain copies of these acquires at least half of the documents, see "Where You Can Find outstanding common stock, our board More Information" on page 2. may exchange all or some of the Rights at an exchange ratio of one share of Delaware law permits a corporation common stock for 1/200th of a share of to eliminate or limit the personal Junior Preferred Stock per Right, liability of its directors to the subject to adjustment. corporation or to any of its stockholders for monetary damages for REDEMPTION OF RIGHTS. We may redeem a breach of fiduciary duty as a all the Rights, but not some of them, director, except (i) for breach of the for $.005 per Right at any time before director's duty of loyalty, (ii) for the earlier of 15 days after the Share acts or omissions not in good faith or Acquisition Date or the expiration which involve intentional misconduct date noted above. The board may or a knowing violation of law, (iii) determine the conditions, terms and for unlawful dividends and stock effective date for the redemption. We 14 purchases and redemptions or NUMBER OF DIRECTORS; REMOVAL; (iv) for any transaction from which FILLING VACANCIES. FINOVA Group's the director derived an improper certificate of incorporation provides personal benefit. FINOVA Group's that the number of directors will be certificate of incorporation provides fixed in the manner provided in the that no director will be personally bylaws, subject to any rights of liable to FINOVA Group or its preferred stockholders to elect stockholders for monetary damages for additional directors under specified any breach of his or her fiduciary circumstances. FINOVA Group's bylaws duty as a director, except as provided provide that, subject to any rights of by Delaware law. holders of preferred stock to elect directors under specified BOARD OF DIRECTORS. FINOVA Group's circumstances, the number of directors certificate of incorporation and will be fixed from time to time bylaws divide the board into three exclusively by directors constituting classes of directors, with the classes a majority of the total number of to be as nearly equal in number as directors that FINOVA Group would have possible. The stockholders elect one if there were no vacancies on the class of directors each year for a board, but must consist of between 3 three-year term. and 17 directors. The classification of directors In addition, FINOVA Group's bylaws makes it more difficult for provide that, subject to any rights of stockholders to change the composition preferred stockholders, and unless the of the board. At least two annual board otherwise determines, any meetings of stockholders, instead of vacancies will be filled only by the one, generally will be required to affirmative vote of a majority of the change a majority of the board. That remaining directors, though less than delay may help ensure that FINOVA a quorum. Accordingly, absent an Group's directors, if confronted by a amendment to the bylaws, the board proxy contest, tender or exchange could prevent any stockholder from offer or extraordinary corporate enlarging the board and filling the transaction, would have sufficient new directorships with that time to review the proposal as well as stockholder's own nominees. any available alternatives to the proposal and to act in what they Under Delaware law, unless believe to be the best interest of the otherwise provided in the certificate stockholders. The classification of incorporation, directors serving on provisions apply to every election of a classified board may only be removed directors, regardless of whether a by the stockholders for cause. In change in the composition of the board addition, FINOVA Group's certificate would be beneficial to FINOVA Group of incorporation and bylaws provide and its stockholders and whether or that directors may be removed only for not a majority of the stockholders cause and only upon the affirmative believe that such a change is vote of holders of at least 80% of the desirable. voting power of all the then outstanding shares of stock entitled The classification provisions also to vote generally in the election of could discourage a third party from directors, voting together as a single initiating a proxy contest, tender class. offer or other attempt to obtain control of FINOVA Group, even though STOCKHOLDER ACTION BY WRITTEN an attempt might be beneficial to CONSENT; SPECIAL MEETINGS. FINOVA Group and its stockholders. The Stockholders of FINOVA Group must act classification of the board thus only through an annual or special increases the likelihood that meeting. Stockholders cannot act by incumbent directors will retain their written consent in lieu of a meeting. positions. In addition, because the Only the Chairman or a majority of the classification provisions may whole board of FINOVA Group may call a discourage accumulations of large special meeting. Stockholders of blocks of FINOVA Group's stock by FINOVA Group are not able to call a purchasers whose objective is to take special meeting to require that the control of FINOVA Group and remove a board do so. At a special meeting, majority of the board, the stockholders may consider only the classification of the board could business specified in the notice of reduce the likelihood of fluctuations meeting given by FINOVA Group. in the market price of the common Preferred stockholders may be given stock that might result from different rights from those noted accumulations of large blocks. above. Accordingly, stockholders could be deprived of certain opportunities to The provisions of FINOVA Group's sell their shares of common stock at a certificate of incorporation and higher market price than otherwise bylaws prohibiting stockholder action might be the case. by written consent may have the effect 15 of delaying consideration of a A stockholder's notice proposing to stockholder proposal until the next nominate a person for election as a annual meeting, unless a special director must contain certain meeting is called by the Chairman or information, including, without at the request of a majority of the limitation, the identity and address whole board. These provisions also of the nominating stockholder, the would prevent the holders of a class and number of shares of stock of majority of stock from unilaterally FINOVA Group beneficially owned by the using the written consent procedure to stockholder and all information take stockholder action. Moreover, a regarding the proposed nominee that stockholder could not force would be required to be included in a stockholder consideration of a proxy statement soliciting proxies for proposal over the opposition of the the proposed nominee. A stockholder's Chairman and the board by calling a notice relating to the conduct of special meeting of stockholders prior business other than the nomination of to the time the Chairman or a majority directors must contain certain of the whole board believes that information about that business and consideration to be appropriate. about the proposing stockholder, including, without limitation, a brief ADVANCE NOTICE PROVISIONS FOR description of the business the STOCKHOLDER NOMINATIONS AND stockholder proposes to bring before STOCKHOLDER PROPOSALS. The bylaws the meeting, the reasons for establish an advance notice procedure conducting that business at such for stockholders to nominate meeting, the name and address of such directors, or bring other business stockholder, the class and number of before an annual meeting of shares of stock of FINOVA Group stockholders of FINOVA Group. beneficially owned by that stockholder and any material interest of the A person may not be nominated for a stockholder in the business so director position unless that person proposed. If the Chairman or other is nominated by or at the direction of officer presiding at a meeting the board or by a stockholder who has determines that a person was not given appropriate notice to FINOVA nominated, or other business was not Group's Secretary during the periods brought before the meeting, in noted below prior to the meeting. accordance with these procedures, the Similarly, stockholders may not bring person will not be eligible for business before an annual meeting election as a director, or the unless the stockholder has given business will not be conducted at the FINOVA Group's Secretary appropriate meeting, as appropriate. notice of their or its intention to bring that business before the Advance notice of nominations or meeting. FINOVA Group's Secretary must proposed business by stockholders receive the nomination or proposal gives the board time to consider the between 70 and 90 days before the qualifications of the proposed first anniversary of the prior year's nominees, the merits of the proposals annual meeting. If FINOVA Group's and, to the extent deemed necessary or annual meeting date is advanced by desirable by the board, to inform more than 20 days or delayed by more stockholders about those matters. The than 70 days from that anniversary board also may recommend positions date, then we must receive the notice regarding those nominees or proposals, between 90 days before the meeting and so that stockholders can better decide the later of the 70th day before the whether to attend the meeting or to meeting or 10 days after the meeting grant a proxy regarding the nominee or date is first publicly announced. that business. If the board increases the number Although the bylaws do not give the of directors and if we have not board any power to approve or publicly announced nominees for each disapprove stockholder nominations for open position within 80 days before the election of directors or proposals the first anniversary of the prior for action, these procedures may year's annual meeting, stockholders preclude a contest for the election of may nominate directors for the new directors or the consideration of position, but only those newly created stockholder proposals if the proper positions, if FINOVA Group's Secretary procedures are not followed, and of receives the notice no later than 10 discouraging or deterring a third days following public announcement of party from conducting a solicitation that change. of proxies to elect its own slate of directors or to approve its own Stockholders may nominate directors only at a special meeting by sending appropriate notice for receipt by our Secretary between the 90th day before the meeting and the later of the 70th day before the meeting or the 10th day after the first public announcement of the meeting date. 16 proposal, without regard to whether or traded. The NYSE currently requires consideration of such nominees or stockholder approval in several proposals might be harmful or instances, including where the present beneficial to FINOVA Group and its or potential issuance of shares could stockholders. result in an increase in the number of shares of common stock, or in the PREFERRED STOCK. FINOVA Group's amount of voting securities, certificate of incorporation outstanding of at least 20%, subject authorizes the board to establish one to certain exceptions. If the approval or more series of preferred stock and of FINOVA Group's stockholders is not to determine, with respect to any required for the issuance of shares of series of preferred stock, the terms preferred stock or common stock, the and rights of that series, including: board may determine not to seek stockholder approval. * the designation of the series, Although the board has no intention * the number of shares of the at the present time of doing so, it series, which the board may could issue a series of preferred (except where otherwise provided stock that could, depending on its by the terms of that series) terms, impede a merger, tender offer increase or decrease (but not or other takeover attempt. The board below the number of shares will make any determination to issue thereof then outstanding), shares with those terms based on its judgment as to the best interests of * whether dividends, if any, will FINOVA Group and its stockholders. The be cumulative or noncumulative board, in so acting, could issue and the dividend rate of the preferred stock having terms that series, if any, could discourage an acquisition attempt in which an acquiror would * the dates at which dividends, if change the composition of the board, any, will be payable, including a tender offer or other transaction. An acquisition attempt * the redemption rights and price could be discouraged in this manner or prices, if any, for shares of even if some, or a majority, of FINOVA the series, Group's stockholders might believe it to be in their best interests or in * the terms and amounts of any which stockholders might receive a sinking fund provided for the premium for their stock over the then purchase or redemption of shares current market price of the stock. of the series, MERGER/SALE OF ASSETS. FINOVA * the amounts payable on shares of Group's certificate of incorporation the series in the event of any provides that certain "business voluntary or involuntary combinations" must be approved by the liquidation, dissolution or holders of at least 66 2/3% of the winding up of the FINOVA Group's voting power of the shares not owned affairs, by an "interested shareholder", unless the business combinations are approved * whether the shares of the series by the "Continuing Directors" or meet will be convertible into shares certain requirements regarding price of any other class or series, or and procedure. The terms quoted in any other security, of FINOVA this paragraph are defined in the Group or any other corporation, certificate of incorporation. and, if so, the specification of another class or series or AMENDMENT OF THE CERTIFICATE OF another security, the conversion INCORPORATION AND BYLAWS. Under price or prices or rate or Delaware law, stockholders may adopt, rates, any adjustments to the amend or repeal the bylaws and, with prices or rates, the date or approval of the board, the certificate dates as of which the shares of incorporation of a corporation. In shall be convertible and all addition, a corporation's board may other terms and conditions upon adopt, amend or repeal the bylaws if which the conversion may be allowed by the certificate of made, incorporation. FINOVA Group's certificate of incorporation requires * restrictions on the issuance of a vote of: shares of the same series or of any other class or series and * at least 80% of the outstanding shares of voting stock, voting * the voting rights, if any, of together as a single class, to the holders of shares of the amend provisions of the series. certificate of incorporation relating to the prohibition of FINOVA Group believes that the stockholder action without a ability of the board to issue one or meeting; the number, election more series of preferred stock will and term of FINOVA Group's provide FINOVA Group with flexibility directors; and the removal of in structuring possible future directors; financings and acquisitions, and in meeting other corporate needs which * at least 66 2/3% of the might arise. The authorized shares of outstanding shares of voting preferred stock, as well as shares of stock, voting together as a common stock, will be available for single class, to amend the issuance without further action by provisions of the certificate FINOVA Group's stockholders, unless of incorporation relating to approval is required by applicable law to approval of certain business or the rules of any stock exchange or combinations; and automated quotation system on which FINOVA Group's securities are listed 17 * at least a majority of the subsequent to that date, the board and outstanding shares of voting 66 2/3% of the outstanding voting stock, voting together as a stock not owned by the interested single class, to amend all other stockholder approved the business provisions of the certificate of combination. Except as specified by incorporation. Delaware law, an interested stockholder includes (x) any person FINOVA Group's certificate of that is the owner of 15% or more of incorporation further provides that the outstanding voting stock of the the bylaws may be amended by the board corporation, or is an affiliate or or by the affirmative vote of the associate of the corporation and was holders of at least 80% of the voting the owner of 15% or more of the power of the outstanding shares of outstanding voting stock of the voting stock, voting together as a corporation, at any time within three single class. These supermajority years immediately prior to the voting requirements make the amendment relevant date, and (y) the affiliates by stockholders of the bylaws or of and associates of that person. any of the provisions of the certificate of incorporation described Under some circumstances, Delaware above more difficult, even if a law makes it more difficult for an majority of FINOVA Group's "interested stockholder" to enter stockholders believe that amendment into various business combinations would be in their best interests. with a corporation for a three-year period, although stockholders may ANTITAKEOVER LEGISLATION. Subject adopt an amendment to a corporation's to exceptions, Delaware law does certificate of incorporation or not allow a corporation to engage bylaws excluding the corporation from in a business combination with any those restrictions. However, FINOVA "interested stockholder" for a Group's certificate of incorporation three-year period following the date and bylaws do not exclude FINOVA that the stockholder becomes an Group from the restrictions imposed interested stockholder, unless (i) under Delaware law. These provisions prior to that date, the board approved of Delaware law may encourage either the business combination or the companies interested in acquiring transaction which resulted in the FINOVA Group to negotiate in advance stockholder becoming an interested with the board, since the stockholder stockholder, (ii) on that date, the approval requirement would be avoided interested stockholder owned at least if a majority of the board approves 85% of the voting stock of the either the business combination or corporation outstanding at the time the transaction which results in the the transaction commenced (excluding stockholder becoming an interested certain shares) or (iii) on or stockholder. DESCRIPTION OF DEPOSITARY SHARES The following summary of certain deposit agreement between us and a provisions of the Deposit Agreement, bank or trust company selected by us the depositary shares and depositary having its principal office in the receipts is not complete. You should U.S. and having a combined capital and refer to the forms of Deposit surplus of at least $50 million. Agreement and depositary receipts Subject to the terms of the deposit relating to each series of preferred agreement, each owner of depositary stock that will be filed with the SEC. shares will be entitled, in proportion To obtain copies of these documents to the applicable fractional interests once filed, see "Where You Can in shares of preferred stock Find More Information" on page 2. underlying the depositary shares to all the rights and preferences of the GENERAL preferred stock underlying the depositary shares. Those rights We may offer fractional interests include dividend, voting, redemption, in shares of preferred stock, instead conversion and liquidation rights. of shares of preferred stock. If we do, we will have a depositary issue to The depositary shares will be the public receipts for depositary evidenced by depositary receipts shares, each of which will represent issued under the deposit agreement. fractional interests of a particular Individuals purchasing the fractional series of preferred stock. interests in shares of the related series of preferred stock will receive We will deposit shares of any depositary receipts according to the series of preferred stock underlying terms of the offering described in the the depositary shares under a separate supplement. 18 DIVIDENDS AND OTHER DISTRIBUTIONS redemption date, the number of depositary shares representing the The depositary will distribute all preferred stock. The depositary shares cash dividends or other cash to be redeemed will be selected by lot distributions received for the or pro rata as determined by the preferred stock to the record holders depositary when less than all of depositary shares representing the outstanding depositary shares will be preferred stock in proportion to the redeemed. number of depositary shares owned by those holders on the relevant record After the redemption date, the date. The depositary will distribute depositary shares redeemed will no only the amount that can be longer be outstanding. When this distributed without attributing to any occurs, all rights of the holders will holder of depositary shares a fraction cease, except the right to receive of one cent. The undistributed balance money, securities or other property will be added to and treated as part payable upon redemption and any money, of the next amount received by the securities or other property that the depositary for distribution to record holders of depositary shares were holders of depositary shares. entitled to on the redemption upon surrender to the depositary of the If there is a distribution other depositary receipts evidencing the than in cash, the depositary will depositary shares redeemed. distribute property received by it to the record holders of depositary VOTING THE PREFERRED STOCK shares, in proportion, if possible, to the number of depositary shares owned Upon receipt of notice of any by those holders, unless the meeting at which the holders of the depositary determines (after preferred stock are entitled to vote, consulting with us) that it cannot the depositary will mail all relevant make the distribution. If this occurs, information to the record holders of the depositary may, with our approval, the depositary shares representing the sell the property and distribute the preferred stock. The record holders net proceeds from the sale to the may instruct the depositary how to holders of depositary shares. vote the shares of preferred stock underlying their depositary shares. The deposit agreement also will The depositary will try, if practical, state how any subscription or similar to vote the number of shares of rights offered by us to holders of the preferred stock underlying the preferred stock will be made available depositary shares according to the to holders of depositary shares. instructions, and we will agree to take all reasonable action requested CONVERSION AND EXCHANGE by the depositary so the depositary may follow the instructions. If any series of preferred stock underlying the depositary shares is AMENDMENT AND TERMINATION OF subject to conversion or exchange, DEPOSITARY AGREEMENT each record holder of depositary receipts may convert or exchange the The form of depositary receipt and depositary shares represented by those any provision of the deposit agreement depositary receipts. may be amended by agreement between us and the depositary. However, any REDEMPTION OF DEPOSITARY SHARES amendment that materially and adversely alters the rights of the If a series of the preferred stock existing holders of depositary shares underlying the depositary shares is will not be effective unless approved subject to redemption, the depositary by the record holders of at least a will redeem the depositary shares from majority of the depositary shares then the proceeds received by the outstanding. We or the depositary may depositary in the redemption, in whole only terminate the deposit agreement or in part, of the series of the if (a) all related outstanding preferred stock held by the depositary shares have been redeemed depositary. The depositary will mail or (b) there has been a final notice of redemption within 30 to 60 distribution of the preferred stock of days prior to the date fixed for the relevant series in connection with redemption to the record holders of our liquidation, dissolution or the depositary shares to be redeemed winding up and that distribution has at their addresses appearing in the been distributed to the holders of the depositary's books. The redemption related depositary shares. price per depositary share will equal the applicable fraction of the redemption price per share payable on such series of the preferred stock. Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem as of the same 19 CHARGES OF DEPOSITARY MISCELLANEOUS We will pay all transfer and other The depositary will send to the taxes and governmental charges arising holders of depositary shares all solely from the existence of the reports and communications from us depositary arrangements. We will pay that we must furnish to the holders of associated charges of the depositary preferred stock. for the initial deposit of the preferred stock and any redemption of We and the depositary will not be the preferred stock. Holders of liable if we are prevented or delayed depositary shares will pay transfer by law or any circumstance beyond our and other taxes and governmental control in performing our obligations charges and any other charges stated under the deposit agreement. Those in the deposit agreement to be for obligations will be limited to their accounts. performance in good faith of duties set forth in the deposit agreement. We RESIGNATION AND REMOVAL OF DEPOSITARY and the depositary will not be obligated to prosecute or defend any The depositary may resign by legal proceeding connected with any delivering notice to us, and we may depositary shares or preferred stock remove the depositary. Resignations or unless satisfactory indemnity is removals will take effect upon the furnished. We and the depositary may appointment and acceptance of a rely upon written advice of counsel or successor depositary. We must appoint accountants, or information provided a successor depositary within 60 days by persons presenting preferred stock after delivery of the notice of for deposit, holders of depositary resignation or removal. The successor shares, or other persons believed to depositary must be a bank or trust be competent and on documents believed company having its principal office in to be genuine. the U.S. and having a combined capital and surplus of at least $50 million. DESCRIPTION OF WARRANTS We may issue warrants for the for the warrants and will not act for purchase of debt securities, preferred or on behalf of the holders or stock or common stock. We may issue beneficial owners of warrants. This warrants independently or together summary of certain provisions of the with debt securities, common stock or warrants is not complete. You should preferred stock or attached to or refer to the provisions of the warrant separate from the offered securities. agreement that will be filed with the We will issue each series of warrants SEC as part of the offering of any under a separate warrant agreement warrants. To obtain a copy of this between us and a bank or trust document, see "Where You Can Find More company, as warrant agent. The warrant Information" on page 2. agent will act solely as our agent PLAN OF DISTRIBUTION FINOVA Group and FINOVA Capital securities laws and other laws. The may offer securities directly or underwriters' obligations to purchase through underwriters, dealers or securities will be subject to agents. The supplement will identify conditions and generally will require those underwriters, dealers or agents them to purchase all of the securities and will describe the plan of if any are purchased. distribution, including commissions to be paid. If we do not name a firm Unless otherwise noted in the in the supplement, that firm may not supplement, the securities will be directly or indirectly participate in offered by the underwriters, if any, any underwriting of those securities, when, as and if issued by us, although it may participate in the delivered to and accepted by the distribution of securities under underwriters and subject to their circumstances entitling it to a right to reject orders in whole or in dealer's allowance or agent's part. commission. FINOVA Group and FINOVA Capital Any underwriting agreement probably may sell securities to dealers, as will entitle the underwriters to principals. Those dealers then may indemnity against some civil liabilities under the Federal 20 resell the securities to the public at * Stabilizing transactions permit varying prices set by those dealers bids to purchase the underlying from time to time. security so long as the stabilizing bids do not exceed a FINOVA Group and FINOVA Capital specified maximum. also may offer securities through agents. Agents generally act on a * Short covering transactions "best efforts" basis during their involve purchases of the appointment, meaning they are not securities in the open market obligated to purchase securities. after the distribution is completed to cover short Dealers and agents may be entitled positions. to indemnification as underwriters by us against some liabilities under * Penalty bids permit the the Federal securities laws and other underwriters to reclaim a laws. selling concession from a dealer when the securities originally FINOVA Group and FINOVA Capital or sold by the dealer are purchased the underwriters or agents may solicit in a covering transaction to offers by institutions approved by us cover short positions. to purchase securities under contracts providing for future payment. Those activities may cause the Permitted institutions include price of the securities to be higher commercial and savings banks, than it would otherwise be. The insurance companies, pension funds, underwriters may engage in some investment companies, educational and activities on any exchange or other charitable institutions and others. market in which the securities may be Conditions apply to those purchases. traded. If commenced, the underwriters may discontinue those activities at Any underwriter may engage in any time. over-allotment, stabilizing trans- actions, short covering transactions The supplement or pricing and penalty bids in accordance with supplement, as applicable, will set Regulation M under the Securities forth the anticipated delivery date of Exchange Act of 1934. the securities being sold at that time. * Over-allotment involves sales in excess of the offering size, which creates a short position. LEGAL MATTERS Unless otherwise noted in a will pass on the legality of the supplement, William J. Hallinan, Esq., securities offered through this Senior Vice President-General Counsel prospectus and any supplement. Brown & of FINOVA Group and FINOVA Capital, or Wood LLP will act as counsel for any Richard Lieberman, Esq., Vice underwriters or agents, unless President-Associate General Counsel of otherwise noted in a supplement. FINOVA Group and FINOVA Capital, EXPERTS The financial statements express an unqualified opinion and incorporated in this prospectus by include an explanatory paragraph reference from FINOVA Group Inc.'s relating to the restatements and FINOVA Capital Corporation's described in Note T of FINOVA Group Annual Reports on Form 10-K/A for the Inc.'s and Note R of FINOVA Capital year ended December 31, 1998 have Corporation's financial statements) been audited by Deloitte & Touche which is incorporated herein by LLP, independent auditors, as stated reference, and have been so in their reports dated February 10, incorporated in reliance upon the 1999, April 23, 1999 as to Note T for reports of such firm given upon their The FINOVA Group Inc. and Note R for authority as experts in accounting FINOVA Capital Corporation (which and auditing. 21 YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR $3,000,000,000 INCORPORATED BY REFERENCE IN THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY LOCATION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS, THE FINOVA GROUP INC. INCLUDING INFORMATION INCORPORATED BY FINOVA CAPITAL CORPORATION REFERENCE, IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE PROSPECTUS. DEBT SECURITIES, COMMON STOCK, PREFERRED STOCK, DEPOSITARY SHARES ------------- AND WARRANTS TABLE OF CONTENTS Page ---- Where You Can Find More Information................... 2 The Companies................... 2 Selected Financial Information.. 5 --------------------------- Ratio Of Income To Total Fixed Charges................. 5 PROSPECTUS Ratio Of Income To Combined Fixed Charges And Preferred --------------------------- Stock Dividends............... 5 Special Note Regarding Forward-Looking Statements.... 6 Use Of Proceeds................. 6 Description Of Debt Securities.. 7 Description Of Capital Stock.... 13 Description Of Depositary Shares........................ 18 Description Of Warrants......... 20 Plan Of Distribution............ 20 Legal Matters................... 21 Experts......................... 21 _____________, 1999 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated amounts of the expenses of and related to the offering are as follows: Registration fee................................ $ 834,000.00 Rating agency fees*............................. $1,500,000.00 Printing fees*.................................. $ 150,000.00 Legal fees and expenses*........................ $ 250,000.00 Accounting fees and expenses*................... $ 412,500.00 Blue sky fees and expenses*..................... $ 3,000.00 New York Stock Exchange listing fees*........... $ 30,000.00 Trustee fees and expenses*...................... $ 300,000.00 Miscellaneous expenses*......................... $ 20,500.00 ------------- Total*........................ $3,500,000.00 ============= - ----------- * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The General Corporation Law of the State of Delaware (the "DGCL"), the state of incorporation of each of the Registrants, and the Certificate of Incorporation and Bylaws of each of the Registrants provide for indemnification of directors and officers. Section 145 of the DGCL provides generally that a person sued as a director, officer, employee or agent of a corporation may be indemnified by the corporation for reasonable expenses, including attorneys' fees, if, in cases other than actions brought by or in the right of the corporation, he or she has acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation (and in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful). Section 145 provides that no indemnification for any claim or matter may be made, in the case of an action brought by or in the right of the corporation, if the person has been adjudged to be liable, unless the Court of Chancery or other court determines that indemnity is fair and reasonable despite the adjudication of liability. Indemnification is mandatory in the case of a director, officer, employee or agent who has been successful on the merits, or otherwise, in defense of a suit against him or her. Directors and officers of each of the Registrants are covered under policies of directors' and officers' liability insurance with coverage aggregating $100,000,000. The directors serving each of the Registrants are parties to Indemnification Agreements with each respective Registrant (the "Indemnification Agreements"). The Indemnification Agreements provide substantially the same scope of coverage afforded by provisions in the Certificate of Incorporation and Bylaws and are designed to provide greater assurance to the directors that indemnification will be available because as contracts, the Indemnification Agreements may not be unilaterally modified by the Registrants' Boards of Directors or stockholders. The Indemnification Agreements generally are intended to provide indemnification for any amounts a director is legally obligated to pay because of claims arising out of the director's service to the Registrants or any other subsidiary of the Registrants. II-1 ITEM 16. EXHIBITS 1.1 Form of Senior Debt Securities Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the joint Registration Statement of The FINOVA Group Inc. and FINOVA Capital Corporation on Form S-3, SEC File No. 333-38171 (the "1997 S-3")) 4.1 Restated Certificate of Incorporation of The FINOVA Group Inc.*** 4.2 Amended and Restated Bylaws of The FINOVA Group Inc. (incorporated by reference to Exhibit 3.B to The FINOVA Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995) 4.3 Amended and Restated Rights Agreement between The FINOVA Group Inc. and Bank One, Arizona, N.A. (incorporated by reference to Exhibit 4.1 to The FINOVA Group Inc.'s Current Report on Form 8-K, dated September 21, 1995) 4.4 Form of Junior Participating Preferred Share Purchase Right (included as an exhibit to Exhibit 4.3 above) 4.5 Acceptance of Successor trustee to Appointment under Rights Agreement (incorporated by reference to Exhibit 4 to The FINOVA Group Inc.'s Current Report on Form 8-K, dated November 30, 1995) 4.6 Amended and Restated Certificate of Incorporation of FINOVA Capital Corporation (incorporated by reference to Exhibit 3.A to FINOVA Capital Corporation's Annual Report on Form 10-K for the year ended December 31, 1996) 4.7 Bylaws of FINOVA Capital Corporation (incorporated by reference to Exhibit 3.B to FINOVA Capital Corporation's Annual Report on Form 10-K for the year ended December 31, 1996) 4.8.A Indenture, dated as of May 15, 1999, between FINOVA Capital Corporation and The First National Bank of Chicago, as trustee.*** 4.8.B Indenture, dated as of May 15, 1999, between FINOVA Capital Corporation and Norwest Bank Minnesota, National Association, as trustee.*** 4.8.C Indenture, dated as of May 15, 1999, between FINOVA Capital Corporation and FMB Bank, as trustee.*** 4.9 Form of Convertible Debt Security** 4.10 Form of Preferred Stock Certificate of Designations** 4.11 Form of Fixed Rate Note (incorporated by reference to Exhibit 4.11 to the 1997 S-3) 4.12 Form of Floating Rate Note (incorporated by reference to Exhibit 4.12 to the 1997 S-3) 4.13 Form of deposit agreement** 4.14 Form of Deposit Receipt** 4.15 Form of Warrant** 4.16 Form of Warrant Agreement** 5.1 Opinion of Richard Lieberman, Esq. as to the legality of the securities to be issued*** 12.1 Statement of Computation of Ratios of The FINOVA Group Inc.*** 12.2 Statement of Computation of Ratios of FINOVA Capital Corporation*** 23.1 Consent of Deloitte & Touche LLP* 23.2 Consent of Richard Lieberman, Esq.(included in Exhibit 5.1) 24.1 Power of Attorney*** 25.1 Form T-1 Statement of Eligibility of The First National Bank of Chicago.*** 25.2 Form T-1 Statement of Eligibility of Norwest Bank Minnesota, National Association.*** 25.3 Form T-1 Statement of Eligibility of FMB Bank.*** - ---------- * Filed herewith. ** To be filed with a Current Report on Form 8-K or a Post-Effective Amendment to Registration Statement *** Previously filed. 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; (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, represent a fundamental change in the information set forth in this registration statement; and II-2 (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided however, that subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the Registrants pursuant to Section 13 or Section 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 Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrants hereby further undertake that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants' annual reports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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 offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned Registrants hereby further undertake that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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 be the initial bona fide offering thereof. The undersigned Registrants hereby further undertake 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 Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 of this registration statement, or otherwise (other than insurance), the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants 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 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 such Act and will be governed by the final adjudication of such issue. II-3 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 amended registration statement on Form S-3/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on the 7th day of June, 1999. THE FINOVA GROUP INC. By: /s/ Richard Lieberman --------------------------- Richard Lieberman Vice President-Associate General Counsel Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- * Director, Chairman, President and June 7, 1999 - --------------------------- Chief Executive Officer (Principal Samuel L. Eichenfield Executive Officer) * Senior Vice President-Controller June 7, 1999 - --------------------------- and Chief Financial Officer Bruno A. Marszowski (Principal Financial and Accounting Officer) * Director June 7, 1999 - --------------------------- Robert H. Clark, Jr. * Director June 7, 1999 - --------------------------- Constance R. Curran * Director June 7, 1999 - --------------------------- G. Robert Durham * Director June 7, 1999 - --------------------------- James L. Johnson * Director June 7, 1999 - --------------------------- Kenneth R. Smith * Director June 7, 1999 - --------------------------- Shoshana B. Tancer * Director June 7, 1999 - --------------------------- John W. Teets * Signed pursuant to Powers of Attorney dated March 16, 1999. /s/ Richard Lieberman - --------------------------- Richard Lieberman Attorney-in-Fact June 7, 1999 II-4 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 amended registration statement on Form S-3/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on the 7th day of June, 1999. FINOVA CAPITAL CORPORATION By: /s/ Richard Lieberman --------------------------- Richard Lieberman Vice President-Assistant General Counsel Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- * Director, Chairman, President and June 7, 1999 - --------------------------- Chief Executive Officer (Principal Samuel L. Eichenfield Executive Officer) * Senior Vice President-Controller June 7, 1999 - --------------------------- and Chief Financial Officer Bruno A. Marszowski (Principal Financial and Accounting Officer) * Director June 7, 1999 - --------------------------- Meilee Smythe * Director June 7, 1999 - --------------------------- W. Carroll Bumpers * Director June 7, 1999 - --------------------------- Gregory C. Smalis * Signed pursuant to a Power of Attorney dated March 16, 1999. /s/ Richard Lieberman - --------------------------- Richard Lieberman Attorney-in-Fact June 7, 1999 II-5 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1.1 Form of Senior Debt Securities Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the joint Registration Statement of The FINOVA Group Inc. and FINOVA Capital Corporation on Form S-3, SEC File No. 333-38171 (the "1997 S-3")) 4.1 Restated Certificate of Incorporation of The FINOVA Group Inc.*** 4.2 Amended and Restated Bylaws of The FINOVA Group Inc. (incorporated by reference to Exhibit 3.B to The FINOVA Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995) 4.3 Amended and Restated Rights Agreement between The FINOVA Group Inc. and Bank One, Arizona, N.A. (incorporated by reference to Exhibit 4.1 to The FINOVA Group Inc.'s Current Report on Form 8-K, dated September 21, 1995) 4.4 Form of Junior Participating Preferred Share Purchase Right (included as an exhibit to Exhibit 4.3 above) 4.5 Acceptance of Successor trustee to Appointment under Rights Agreement (incorporated by reference to Exhibit 4 to The FINOVA Group Inc.'s Current Report on Form 8-K, dated November 30, 1995) 4.6 Amended and Restated Certificate of Incorporation of FINOVA Capital Corporation (incorporated by reference to Exhibit 3.A to FINOVA Capital Corporation's Annual Report on Form 10-K for the year ended December 31, 1996) 4.7 Bylaws of FINOVA Capital Corporation (incorporated by reference to Exhibit 3.B to FINOVA Capital Corporation's Annual Report on Form 10-K for the year ended December 31, 1996) 4.8.A Indenture, dated as of May 15, 1999, between FINOVA Capital Corporation and The First National Bank of Chicago, as trustee.*** 4.8.B Indenture, dated as of May 15, 1999, between FINOVA Capital Corporation and Norwest Bank Minnesota, National Association, as trustee.*** 4.8.C Indenture, dated as of May 15, 1999, between FINOVA Capital Corporation and FMB Bank, as trustee.*** 4.9 Form of Convertible Debt Security** 4.10 Form of Preferred Stock Certificate of Designations** 4.11 Form of Fixed Rate Note (incorporated by reference to Exhibit 4.11 to the 1997 S-3) 4.12 Form of Floating Rate Note (incorporated by reference to Exhibit 4.12 to the 1997 S-3) 4.13 Form of deposit agreement** 4.14 Form of Deposit Receipt** 4.15 Form of Warrant** 4.16 Form of Warrant Agreement** 5.1 Opinion of Richard Lieberman, Esq. as to the legality of the securities to be issued*** 12.1 Statement of Computation of Ratios of The FINOVA Group Inc.*** 12.2 Statement of Computation of Ratios of FINOVA Capital Corporation*** 23.1 Consent of Deloitte & Touche LLP* 23.2 Consent of Richard Lieberman, Esq.(included in Exhibit 5.1) 24.1 Power of Attorney*** 25.1 Form T-1 Statement of Eligibility of The First National Bank of Chicago.*** 25.2 Form T-1 Statement of Eligibility of Norwest Bank Minnesota, National Association.*** 25.3 Form T-1 Statement of Eligibility of FMB Bank.*** - ---------- * Filed herewith. ** To be filed with a Current Report on Form 8-K or a Post-Effective Amendment to Registration Statement *** Previously filed. EX-23.1 2 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The FINOVA Group Inc. and FINOVA Capital Corporation on Form S-3/A of our reports dated February 10, 1999, April 23, 1999 as to Note T for The FINOVA Group Inc. and Note R for FINOVA Capital Corporation (each of which expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement described in those Notes) appearing in the Annual Reports on Form 10-K/A of The FINOVA Group Inc. and FINOVA Capital Corporation for the year ended December 31, 1998, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Phoenix, Arizona June 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----