-----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, TuIEHyorVj3RkGmlZ+bVRcyUHAJIIn+algEtRgL6bk8yoQ5wKYWPmiI2kyl1me2L COJO7f5MxRJIQaxgb1cZKg== 0000891020-99-000904.txt : 19990519 0000891020-99-000904.hdr.sgml : 19990519 ACCESSION NUMBER: 0000891020-99-000904 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19990517 ITEM INFORMATION: FILED AS OF DATE: 19990518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARISTAR INC CENTRAL INDEX KEY: 0000007214 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 954128205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03521 FILM NUMBER: 99629844 BUSINESS ADDRESS: STREET 1: 8900 GRAND OAK CIRCLE CITY: TAMPA STATE: FL ZIP: 33637-1050 BUSINESS PHONE: 8136324500 MAIL ADDRESS: STREET 1: 8900 GRAND OAK CIRCLE CITY: TAMPA STATE: FL ZIP: 33637 FORMER COMPANY: FORMER CONFORMED NAME: FAMILY FINANCE CORP QUALIFIED STOCK OPTI DATE OF NAME CHANGE: 19761222 FORMER COMPANY: FORMER CONFORMED NAME: FAMILY FINANCE CORP THRIFT CLUB DATE OF NAME CHANGE: 19731106 FORMER COMPANY: FORMER CONFORMED NAME: FAMILY FINANCE CORP DATE OF NAME CHANGE: 19730712 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 1999 ARISTAR, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-3521 95-4128205 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 8900 GRAND OAK CIRCLE, TAMPA, FLORIDA 33637-1050 (Address of principal executive office) (813) 632-4500 (Registrant's telephone number including area code) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits The exhibits listed in the accompanying Index to Exhibits relate to the Registration Statement on Form S-3 (No. 333-29049) of the Registrant and are filed herewith for incorporation by reference in such Registration Statement. Exhibit Description ------- ----------- 1 Terms Agreement dated May 12, 1999, between the Registrant and NationsBanc Montgomery Securities LLC, Banc One Capital Markets, Inc., First Union Capital Markets Corp. and Nesbitt Burns Securities Inc., that incorporates by reference the Debt Securities Underwriting Agreement Basic Provisions dated October 6, 1997, the form of which was filed with the Securities and Exchange Commission on June 12, 1997, as Exhibit (1)(a) to the Registrant's Registration Statement on Form S-3 (No. 333-29049) under the Securities Act of 1933, as amended 4(a) Specimen Global 6.00% Senior Note due May 15, 2002 23(a) Consent of Counsel - Heller Ehrman White & McAuliffe 23(b) Consent of Accountants - Deloitte & Touche LLP 23(c) Consent of Accountants - PricewaterhouseCoopers LLP 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARISTAR, INC. By: /s/ James R. Garner James R. Garner Senior Vice President, Secretary and General Counsel EX-1 2 TERMS AGREEMENT DATED MAY 12, 1999 1 Exhibit 1 TERMS AGREEMENT May 12, 1999 ARISTAR, INC. 1201 Third Avenue Suite 1500 Seattle, Washington 98101 Dear Sirs: We (the "Underwriters" and the "Representatives") understand that Aristar, Inc., a Delaware corporation (the "Company"), proposes to issue and sell $ 150,000,000 aggregate principal amount of its 6.00% Senior Notes due May 15, 2002 (the "Underwritten Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Underwriters hereby offer to purchase, severally and not jointly, the principal amount of Underwritten Securities set forth opposite their respective names below at 99.434% of the principal amount thereof, together with accrued interest thereon, if any, from May 17, 1999 to (but not including) the Delivery Date.
Principal Underwriters Amount ------------ ------------ NationsBanc Montgomery Securities LLC................................................ $ 90,000,000 Banc One Capital Markets, Inc........................................................ 20,000,000 First Union Capital Markets Corp..................................................... 20,000,000 Nesbitt Burns Securities Inc......................................................... 20,000,000 ------------ Total.................................................... $150,000,000 ============
The Underwritten Securities shall have the following terms: Date of maturity: May 15, 2002 Interest rate: 6.00% per annum, payable semiannually Initial public offering price: 99.784%, plus accrued interest, if any, from May 17, 1999 to (but not including) the Delivery Date Interest payment dates: May 15th and November 15th, commencing November 15, 1999 Redemption provisions: The Underwritten Securities are not redeemable Form: The Underwritten Securities are to be issued in the form of one or more global securities registered in the name of The Depository Trust Company or its nominee (the "Depositary"); delivery of the Underwritten Securities at closing will be made through the facilities of the Depositary 2 Specified funds for payment of purchase price: Wire transfer of immediately available funds Specified address for notices: NationsBanc Montgomery Securities LLC NC1-007-07-01 100 North Tryon Street Charlotte, North Carolina 28255 Attention: Legal Department Delivery Date: 10:00 A.M., New York City time, on May 17, 1999 Place of closing: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 The Underwriters hereby confirm that they have furnished to the Company in writing the following information for inclusion in the Company's Prospectus Supplement dated May 12, 1999 to the Company's Prospectus dated June 23, 1997 relating to the Underwritten Securities (the "Prospectus Supplement"): (i) the second and third sentences of the first paragraph on page S-7 of the Prospectus Supplement; (ii) the table on page S-7 of the Prospectus Supplement, (iii) the second paragraph below the table on page S-7 of the Prospectus Supplement concerning the public offering price, concession and discount; (iv) the third sentence of the third paragraph below the table on page S-7 of the Prospectus Supplement; (v) the fourth and fifth paragraphs below the table on page S-7 of the Prospectus Supplement concerning overallotment, stabilizing transactions and syndicate covering transactions; and (vi) as it relates to the Underwriters, the sixth paragraph below the table on page S-7 of the Prospectus Supplement concerning the absence of any representation with respect to the direction, magnitude and continuance of the transactions described therein. All of the provisions contained in the document entitled "Aristar, Inc. - -- Debt Securities -- Underwriting Agreement Basic Provisions" and dated October 6, 1997 (the "Basic Provisions"), a copy of which you have previously furnished to us, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; provided, however, that (i) the Company also represents to the Underwriters that, to the best of its knowledge, Deloitte & Touche, L.L.P. are independent accountants as required by the Act and the Rules and the Regulations; (ii) the first sentence of clause (d) of Paragraph 1 of such provisions shall be deleted and shall be replaced in its entirety by the following: "From the dates as of which information is given in the Registration Statement and the Prospectus, and except as described therein, (i) there has not been any material adverse change or any development involving a prospective material adverse change in the financial condition or results of operations of the Company and its Subsidiaries taken as a whole and (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock."; 2 3 (iii) subparagraph (ii) of the first proviso in clause (a) of Paragraph 7 of such provisions shall be deleted and shall be replaced in its entirety by the following: "and (ii) that with respect to any Preliminary Prospectus or Prospectus, the foregoing indemnification shall not inure to the benefit of any Underwriter, any Participant or any person controlling that Underwriter or Participant on account of any loss, claim, damage, liability or action arising from the purchase of Securities by any person from that Underwriter or Participant, if that Underwriter or Participant in fact failed to send or give a copy of the Prospectus (excluding documents incorporated by reference) provided by the Company in accordance with Paragraph 6(b) hereof (as such Prospectus may then be amended or supplemented, in each case exclusive of the documents incorporated therein by reference) to that person within the time required by the Act;"; (iv) subparagraph (iii) of the proviso in the third sentence of clause (c) of Paragraph 7 of such provisions shall be deleted and shall be replaced in its entirety by the following: "or (iii) the indemnifying party has failed to assume the defense of such claim or action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim or action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Representatives, if the indemnified parties under this Paragraph consist of any Underwriter, any Participant or any of their respective controlling persons, or by the Company, if the indemnified parties under this Paragraph consist of the Company of any of its directors, officers or controlling persons."; (v) the following sentence in clause (c) of Paragraph 7 of such provisions shall be deleted in its entirety: "Each indemnified party, as a condition of the indemnity agreements contained in Paragraph 7(a) and 7(b) hereof, shall use its best efforts to cooperate with the indemnifying party in the defense of any such claim or action."; (vi) the following sentence shall be inserted at the end of clause (c) of Paragraph 7 of such provisions: "No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding."; (vii) clause (a) of Paragraph 8 of such provisions shall be deleted and shall be replaced in its entirety by the following: "(a) trading in securities generally on the New York Stock Exchange is suspended or minimum prices are established on that Exchange or trading in any securities of the Company have been suspended by any exchange or by the Commission"; 3 4 (viii) clause (c) of Paragraph 8 of such provisions shall be deleted and shall be replaced in its entirety by the following: "(c) there is an outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war if the effect of any such event is to make it impracticable to proceed with the public offering or the delivery of the Underwritten Securities on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to the Underwritten Securities, or"; (ix) clause (d) of Paragraph 8 of such provisions shall be deleted and shall be replaced in its entirety by the following: "(d) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of a majority in interest of the several Underwriters, impracticable or inadvisable to proceed with the public offering or delivery of the Underwritten Securities on the terms and in the manner contemplated in the Prospectus, or (e) the rating of any of the Company's debt securities shall have been lowered by either Moody's Investors Services, Inc. or Standard & Poor's or either of such rating agencies shall have publicly announced that it has placed any of the Company's debt securities on what is commonly termed a "watch list" for possible downgrading."; (x) the obligations of the Underwriters described in Paragraph 9 of the Basic Provisions shall also be subject to their receipt on the Delivery Date of a letter from Deloitte & Touche L.L.P. of the type described in Paragraph 9(g) of the Basic Provisions; (xi) the first clause of Paragraph 9 of such provisions shall be deleted and shall be replaced in its entirety by the following: "The respective obligations of the Underwriters under this Agreement with respect to the Underwritten Securities are subject to the accuracy, on the date of the Terms Agreement and on the Delivery Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company in all material respects of all covenants and agreements contained herein, and to each of the following additional terms and conditions applicable to the Underwritten Securities:"; (xii) subparagraph (vii) in clause (c) of Paragraph 9 of such provisions shall be deleted and shall be replaced in its entirety by the following: "(vii) The Registration Statement, as of the time it became effective, and the Prospectus, as of its issue date (except that, in each case, no opinion need be expressed as to the financial statements and schedules and other financial data contained or incorporated by reference therein), complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission under said Acts, and the documents incorporated by reference in the Prospectus, when filed with the Commission (except that no opinion need be expressed as to the financial statements and schedules and other financial data contained or incorporated by reference therein), complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and (except that no opinion need be expressed as to the financial statements and schedules and other financial data contained or incorporated by reference therein) nothing has come to the attention of such counsel to lead them to believe that the Registration Statement, as of the time it became effective, contained an 4 5 untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date and as of the Delivery Date, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading."; (xiii) Paragraph 14 of such provisions shall be deleted and shall be replaced in its entirety by the following: "14. All representations, warranties, indemnities, and agreements of the Company contained in this Agreement, or contained in certificates of officers submitted pursuant hereto, shall remain operative and in full force and effect, regardless of the termination of this Agreement or any investigation made by or on behalf of the Underwriters or any person controlling the Underwriters or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Underwritten Securities."; and (xiv) clause (j) of Paragraph 9 of such provisions shall be deleted and shall be replaced in its entirety by the following: "(j) During the period from the date of the Terms Agreement to and including the Delivery Date, there shall have occurred no material adverse change and no development involving a prospective material adverse change in the financial condition or results of operations of the Company and its Subsidiaries taken as a whole." Terms defined in such Underwriting Agreement Basic Provisions are used herein as therein defined. Please accept this offer no later than 11:00 P.M., New York City time, on May 12, 1999 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form: "We hereby accept your offer, set forth in the Terms Agreement dated May 12 , 1999, to purchase the Underwritten Securities on the terms set forth therein." Very truly yours, NATIONSBANC MONTGOMERY SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. FIRST UNION CAPITAL MARKETS CORP. NESBITT BURNS SECURITIES INC. By: NATIONSBANC MONTGOMERY SECURITIES LLC By:______________________________________ (NationsBanc Montgomery Securities LLC) Name:_________________________________ Title:________________________________ Accepted: 5 6 ARISTAR, INC. By:_________________________________________ Name:_______________________________________ Title:______________________________________ 6 EX-4.A 3 SPECIMEN GLOBAL 6.00% SENIOR NOTE DUE MAY 15, 2002 1 Exhibit 4(a) UNLESS THIS SECURITY (AS DEFINED HEREIN) IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR TO SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. ARISTAR, INC. 6.00% SENIOR NOTES DUE May 15, 2002 No. 1 $150,000,000 CUSIP: 040420BE0 ARISTAR, INC., a Delaware corporation (herein called the "Company", which term shall refer to such Company until a successor corporation shall have become such pursuant to the provisions of the Indenture referred to herein and thereafter "Company" shall mean such successor corporation), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of One Hundred Fifty Million Dollars ($150,000,000) on May 15, 2002, and to pay interest thereon from May 17, 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on May 15 and November 15 in each year, commencing November 15, 1999, at the rate of 6.00% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be (in each case whether or not a Business Day) the May 1 or November 1 as the case may be, next preceding such Interest Payment Date. Any interest not 7 2 punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any, on) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. This security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of October 1, 1997 (herein called the "Indenture"), between the Company and First Union National Bank, as Trustee (herein called the "Trustee," which term includes any successor trustee or trustees under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $150,000,000. The Securities are not redeemable at the option of the Company prior to Stated Maturity. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of all series to be affected (acting as one class). The Indenture also provides that, regarding the Securities of any series, the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of such series may waive certain past defaults and their consequences on behalf of the Holders of all Securities of such series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 8 3 As provided in the Indenture, the Company shall be discharged from its obligations with respect to the Securities of any series when (1) with respect to all Outstanding Securities of such series, the Company has deposited or caused to be deposited with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an amount as will, or (ii) U.S. Government Obligations as will, together with the predetermined and certain income to accrue thereon without consideration of any reinvestment thereof, or (iii) a combination of (i) and (ii) as will (in a written opinion with respect to (ii) or (iii) of independent public accountants delivered to the Trustee), be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any) and interest, if any, to the Stated Maturity; and (2) the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities of such series; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all such conditions precedent have been complied with; and (4) the Company has delivered to the Trustee (i) a ruling directed to the Company and the Trustee from the United States Internal Revenue Service to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result thereof and will be subject to Federal income tax as if such option had not been exercised or (ii) an Opinion of Counsel to the same effect and based upon a change in law. No reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Security at the times, place and rate, and in the coin or currency, herein and in the Indenture provided; subject, however, to the provisions for the discharge of the Company from its obligations under the Securities upon satisfaction of the conditions set forth in the preceding paragraph or in the Indenture. As provided in the Indenture, upon any consolidation or merger or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with the provisions of the Indenture, the successor corporation formed by such consolidation or into which the predecessor corporation is merged or to which such conveyance, transfer or lease is made shall be substituted for the predecessor corporation with the same effect as if such successor corporation had been named as the Company. Thereafter the predecessor corporation shall be relieved of the performance and observance of all obligations and covenants of the Indenture and the Securities, including but not limited to the obligation to make payment of the principal of (and premium, if any, on) and interest, if any, on all the Securities then Outstanding, and, in the event of any such conveyance, transfer or lease, may be liquidated and dissolved. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, when duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for a like aggregate principal amount and tenor, will be issued to the designated transferee or transferees. 9 4 The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any larger amount that is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount and tenor of Securities of this series of a different authorized denomination, upon surrender of the Securities to be exchanged at any such office or agency. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As provided in the Indenture, no recourse shall be had for the payment of the principal of (or premium, if any, on) or the interest, if any, on this Security, or any part hereof, or for any claim based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement of the Company in the Indenture, against any incorporator, direct or indirect stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation (either directly or through the Company or any such successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all liability, if any, of that character against every such incorporator, stockholder, officer and director being by the acceptance hereof, and as a condition of and as part of the consideration for the issue hereof, expressly waived and released. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 10 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. ARISTAR, INC. By:_____________________________ Senior Vice President [SEAL] Attest: - ----------------------------- Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated and issued under the within mentioned Indenture. Dated: May , 1999 FIRST UNION NATIONAL BANK, as Trustee By:_____________________________ Authorized Signatory 11 6 - -------------------- ABBREVIATIONS The following abbreviations, when used in the inscription on this Security, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -- as tenants in common UNIF GIFT MIN ACT TEN ENT -- as tenants by the entireties with right of survivorship and not _________Custodian as tenants in common (Cust) JT TEN -- as joint tenants with right of survivor- ship and not as tenants in common (Minor) Under Uniform Gifts to Minor Act (State) Additional abbreviations may also be used though not in the above list. - ----------------- 12 7 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________ ------------------------------------------------------------ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- the within Security of Aristar, Inc., and irrevocably constitutes and appoints -------------------------------------------------------------------- to transfer said Security on the books of the within named Company, with full power of substitution in the premises. Dated: ----------- --------------------------------------------- --------------------------------------------- The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement, or any change whatsoever. Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 13 EX-23.A 4 CONSENT OF HELLER EHRMAN WHITE & MCAULIFFE 1 Exhibit 23(a) May 17, 1999 Aristar, Inc. Hidden River Corporate Park 8900 Grand Oak Circle Tampa, FL 33637-1050 ARISTAR, INC. $150,000,000 SENIOR NOTES DUE MAY 15, 2002 Dear Ladies and Gentlemen: We hereby consent to the incorporation by reference of this letter as an exhibit to the Company's Registration Statement on Form S-3 (File No. 333-29049) (the "Registration Statement"). We consent further to the reference to our firm under the heading "Legal Opinions" in the Prospectus Supplement dated May 12, 1999, to the Prospectus dated June 23, 1997, which forms a part of the Registration Statement. Very truly yours, HELLER EHRMAN WHITE & MCAULIFFE EX-23.B 5 CONSENT OF DELOITTE & TOUCHE LLP 1 Exhibit 23(b) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Prospectus Supplement dated may 12, 1999 to the Registration Statement of Aristar, Inc. on Form S-3, as supplemented by the Prospectus dated June 23, 1997, of our report dated January 19, 1999, appearing in the Annual Report on Form 10-K of Aristar, Inc. for the year ended December 31, 1998 and to the reference to us under the heading "Experts" in the Prospectus Supplement, which is part of the Registration Statement. /s/ Deloitte & Touche Deloitte & Touche May 12, 1999 Tampa, Florida EX-23.C 6 CONSENT OF PRICEWATERHOUSE COOPERS LLP 1 Exhibit 23(c) CONSENT TO INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-29049), as supplemented by the Prospectus dated June 23, 1997 and the Prospectus Supplemented dated May 11, 1999, of our report dated January 17, 1997 appearing on page 20 of Aristar, Inc's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida May 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----