Prospectus Supplement (To Prospectus dated July 7, 1999) | [FINOVA LOGO] | |
$500,000,000 Medium-Term Notes, Series E |
FINOVA Capital Corporation 1850 N. Central Avenue P.O. Box 2209 Phoenix, Arizona 85002-2209 | |
TERMS OF NOTES | ||
Maturity The notes will mature in 9 months or more. Interest Fixed or floating rate interest. Floating rate interest will be based on: CMT rate Commercial Paper rate 11th District Cost of Funds rate ("11th District rate") Federal Funds rate LIBOR Prime rate Treasury rate Any other rate specified by us in the pricing supplement Any combination of rates specified in the pricing supplement |
Interest
Payment Dates Fixed rate interest paid on March 15 and September 15, accruing from the date we issue the notes. Floating rate interest paid as stated in the pricing supplement. Form Global securities held by The Depository TrustCompany, generally. Additional Information No sinking fund. For more details, see "Note Terms," "Description of the Debt Securities" and the pricing or other supplements. Pricing or other supplements may alter the terms of the notes. | |
TERMS OF SALE | ||
We will receive between $499,375,000 and $496,250,000 of the proceeds from the sale of the notes before expenses, after paying the agents commissions of between $625,000 and $3,750,000. If the maturity of the notes will exceed 30 years, the commission rate may be higher. No established trading market for the notes. The notes have not been approved or disapproved by the SEC or any state securities commission. None of those authorities has determined that the prospectus, this supplement or any pricing or other supplement is accurate or complete. Any representation to the contrary is a criminal offense. |
Same day settlement and payment. Immediately available funds. We may sell these notes at one or more times. We may sell the notes directly or through one or more agents or dealers, including the following agents, listed in alphabetical order: ABN AMRO Incorporated Banc of America Securities LLC Deutsche Banc Alex. Brown Morgan Stanley Dean Witter Salomon Smith Barney Best Efforts Offering. The agents are not required to sell any specific number or dollar amount of the notes. They will use their reasonable best efforts to sell the notes offered. |
Page | ||
PROSPECTUS SUPPLEMENT | ||
FINOVA Capital Corporation | S-3 | |
Note Terms | S-3 | |
Plan of Distribution | S-10 | |
Glossary | S-11 | |
PROSPECTUS | ||
Where You Can Find More Information | 2 | |
The Companies | 2 | |
Selected Financial Information | 5 | |
Ratio of Income to Total Fixed Charges | 5 | |
Ratio of Income to Combined Fixed Charges and Preferred Stock Dividends | 6 | |
Special Note Regarding Forward-Looking Statements | 6 | |
Use of Proceeds | 7 | |
Description of Debt Securities | 7 | |
Description of Capital Stock | 12 | |
Description of Depositary Shares | 18 | |
Description of Warrants | 20 | |
Plan of Distribution | 20 | |
Legal Matters | 21 | |
Experts | 21 |
FINOVA CAPITAL CORPORATION
Commercial Finance
Specialty Finance
Capital Markets
NOTE TERMS
Pricing and Other Supplements/Addendums
Redemptions or Repurchases
Discounted Notes/Original Issue Discount/
Tax Consequences
Notes Denominated in a Foreign Currency
INTEREST RATES
General
Record Date
Transaction Amounts and Terms
FIXED RATE NOTES
FLOATING RATE NOTES
Calculation Date
Trustee and Calculation Agent
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, IL 60670
(800) 524-9472
Attention: Investor Relations
The calculation agent will provide the current, and when known the next, interest rate effective for that period.
Initial Interest Rate
Date of Interest Rate Changes
(the Interest Reset Date)
When Interest is Determined
(the Interest Determination Date)
When Interest Is Paid
(the Interest Payment Date)
Determining the Interest
Rounding
INTEREST RATE FORMULAS
CMT Rate Notes
Commercial Paper Rate Notes
11th District Rate Notes
Federal Funds Rate Notes
LIBOR Notes
Prime Rate Notes
Treasury Rate Notes
PLAN OF DISTRIBUTION
No Trading Market or Exchange Listing
Right to Change Offer and Reject Orders
SALE OF NOTES
By Agents
By Underwriters
Direct Sales
GLOSSARY
Bond Equivalent Yield = | D x N | x 100 | |
360 - (D x M) |
where "D" refers to the applicable per annum rate for Treasury bills quoted on a bank discount basis, "N" refers to 365 or 366 (if a leap year), as the case may be, and "M" refers to the actual number of days in the interest period for which interest is being calculated.
Money Market Yield = | D x 360 | x 100 | |
360 - (D x M) |
where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated.
Prospectus | [FINOVA LOGO] 1850 North Central Avenue P.O. Box 2209 Phoenix, Arizona 85002-2209 | |
THE [FINOVA LOGO] GROUP INC. [FINOVA LOGO] CAPITAL CORPORATION |
By this prospectus, we may offer up to $3,000,000,000 of our: | ||
DEBT SECURITIES COMMON STOCK (including, for The FINOVA Group Inc., Rights to Purchase Junior Participating Preferred Stock) PREFERRED STOCK DEPOSITARY SHARES WARRANTS FINOVA Capital Corporation is a wholly owned subsidiary of The FINOVA Group Inc. | We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest. | |
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. | We may offer the securities directly or through underwriters, agents or dealers. The supplement will describe the terms of that plan of distribution. "Plan of Distribution" below also provides more information on this topic. | |
July 7, 1999 |
WHERE YOU CAN FIND MORE INFORMATION
Treasurer
The FINOVA Group Inc.
1850 North Central Avenue
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
We will provide that information at no charge to you.
THE COMPANIES
Business Groups
Commercial Finance
Specialty Finance
Capital Markets
SELECTED FINANCIAL INFORMATION
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 losses | 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 convertible 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 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Variations in interest rates generally do not
have a substantial impact on the ratio because fixed-rate and
floating-rate assets are generally matched with liabilities of similar
rate and term. Income available for fixed charges, for purposes of
computing the above ratios, consists of income from continuing
operations before income taxes plus fixed charges. Fixed charges
consist of interest and related debt expense, and a portion of rental
expense determined to be representative of interest.
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
Debt Securities
General Indenture Provisions that Apply
to Senior and
Subordinated Debt
General
Form of Debt Securities
Global Securities
The Depository Trust Company
Transfer or Exchange of Securities
Same-Day Settlement and Payment
Payment and Paying Agent
Indenture Covenants, Defaults
and Amendments
Defeasance
Subordination
Conversion
Concerning the Trustees
DESCRIPTION OF CAPITAL STOCK
Common Stock
Preferred Stock
Shareholder Rights Plan
Additional Provisions of the Certificate of
Incorporation, the
Bylaws and Delaware Law
DESCRIPTION OF DEPOSITARY SHARES
General
Dividends and Other Distributions
Conversion and Exchange
Redemption of Depositary Shares
Voting the Preferred Stock
Amendment and Termination of
Depositary Agreement
Charges of Depositary
Resignation and Removal of Depositary
Miscellaneous
DESCRIPTION OF WARRANTS