PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 14, 1994
$58,000,000
[NORDSTROM LOGO]
NORDSTROM CREDIT, INC.
MEDIUM-TERM NOTES, SERIES D
DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
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Nordstrom Credit, Inc. may offer from time to time up to $58,000,000
aggregate principal amount of its Medium-Term Notes, Series D due 9 months or
more from date of issue. The specific interest rates and range of maturities
will be set forth in Pricing Supplements to this Prospectus Supplement. Unless
otherwise specified in an applicable Pricing Supplement, interest on the Notes
will be payable each March 15 and September 15 and at maturity. Notes will be
issued only in registered form in denominations of $100,000 and in any greater
amount that is an integral multiple of $50,000. See "Description of Notes."
The Notes will be represented by one or more global securities registered in
the name of a nominee of The Depository Trust Company, as Depositary. Beneficial
interests in the Notes will be shown on, and transfers thereof will be effected
only through, records maintained by the Depositary and its Participants. Except
as described in "Description of Notes -- Book-Entry System," owners of
beneficial interests in the global securities will not be entitled to receive
Notes in definitive form and will not be considered the Holders thereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT,
ANY PRICING SUPPLEMENT HERETO OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO AGENTS' PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (2)(3)
-------------- ---------------------- ------------------------------
Per Note................................ 100% 0.125% - 0.750% 99.875% - 99.250%
Total................................... $ 58,000,000 $ 72,500 - $435,000 $ 57,927,500 - $57,565,000
- ------------
(1) Unless otherwise specified in an applicable Pricing Supplement, the Notes
will be issued at 100% of their principal amount.
(2) The Company will pay the Agents a commission of from .125% to .750%,
depending on maturity, of the principal amount of any Note sold through them
as agents (or sold to such Agents as principal in circumstances in which no
other discount is agreed). Commissions and discounts with respect to Notes
with maturities in excess of 30 years will be negotiated between the Company
and such Agent at the time of sale. The Company has agreed to indemnify the
Agents against certain liabilities, including liabilities under the
Securities Act of 1933. See "Supplemental Plan of Distribution."
(3) Before deducting estimated expenses of $100,000 payable by the Company.
----------------
Offers to purchase Notes are being solicited, on a reasonable efforts basis,
from time to time by the Agents on behalf of the Company. Notes may be sold to
the Agents as principal at negotiated discounts. The Company reserves the right
to sell the Notes directly on its own behalf. The Company also reserves the
right to withdraw, cancel or modify the offering contemplated hereby without
notice. The Company or the Agents may reject any order as a whole or in part.
See "Supplemental Plan of Distribution."
GOLDMAN, SACHS & CO. CS FIRST BOSTON
-----------
The date of this Prospectus Supplement is September 4,1996.
IN CONNECTION WITH THIS OFFERING, THE AGENTS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SELECTED FINANCIAL DATA OF THE COMPANY
The following table summarizes selected financial data of Nordstrom Credit,
Inc. (the "Company") and is qualified in its entirety by reference to the
detailed information and financial statements included in the documents
incorporated in the Prospectus by reference.
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31,
----------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1995 1996
--------- --------- --------- --------- --------- --------- ---------
EARNINGS STATEMENT DATA: (DOLLAR AMOUNTS IN THOUSANDS)
Service charge income on investment in customer
accounts receivable, and other................... $ 89,067 $ 93,597 $ 92,070 $ 93,636 $ 124,017 $ 55,180 $ 71,519
Expenses:
Interest, net................................... 34,775 33,593 29,465 31,074 42,157 18,651 21,934
Service fees paid to Nordstrom National Credit
Bank........................................... 12,747 28,848 28,551 28,056 32,558 15,306 15,261
Bad debts....................................... -- -- -- 940 12,752 4,169 7,520
General and administrative...................... 17,522 1,835 1,682 1,521 1,464 706 782
--------- --------- --------- --------- --------- --------- ---------
Total expenses.............................. 65,044 64,276 59,698 61,591 88,931 38,832 45,497
--------- --------- --------- --------- --------- --------- ---------
Earnings before income taxes and extraordinary
item............................................. 24,023 29,321 32,372 32,045 35,086 16,348 26,022
Income taxes...................................... 9,200 10,400 11,700 11,600 12,600 5,890 9,600
--------- --------- --------- --------- --------- --------- ---------
Earnings before extraordinary item................ 14,823 18,921 20,672 20,445 22,486 10,458 16,422
Extraordinary charge related to the early
extinguishment of debt, net of taxes of $900..... 1,452
--------- --------- --------- --------- --------- --------- ---------
Net earnings...................................... $ 14,823 $ 18,921 $ 20,672 $ 20,445 $ 22,486 $ 10,458 $ 14,970
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Ratio of earnings to fixed charges (1)............ 1.69x 1.87x 2.09x 2.03x 1.83x 1.87x 2.06x
BALANCE SHEET DATA (AT PERIOD END):
Liabilities:
Short-term debt
Notes payable to banks (2).................... $ 50,000 $ 25,000 $ 25,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
Notes payable to Nordstrom, Inc. (3).......... 22,350 112,500 112,500 148,000 86,000 155,000 88,200
Commercial paper (4).......................... 84,735 13,319 15,337 37,388 182,501 47,207 245,918
Accrued interest, taxes and other............... 10,054 9,969 9,665 10,963 9,424 21,518 8,660
Long-term debt (5).............................. 325,000 305,600 265,600 252,100 369,100 369,100 326,000
--------- --------- --------- --------- --------- --------- ---------
Total liabilities........................... 492,139 466,388 428,102 498,451 697,025 642,825 718,778
Investment of Nordstrom, Inc.................... 110,135 129,056 149,728 170,173 192,659 180,632 207,629
--------- --------- --------- --------- --------- --------- ---------
Total liabilities and investment of
Nordstrom, Inc............................. $ 602,274 $ 595,444 $ 577,830 $ 668,624 $ 889,684 $ 823,457 $ 926,407
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
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(1) For the purpose of this ratio, earnings consist of earnings before income
taxes plus fixed charges. Fixed charges consist of interest expense.
(2) The notes payable to banks represent borrowings from commercial banks. At
July 31, 1996, outstanding borrowings are from one commercial bank, and bear
interest at floating rates based on published discount rates (5.34% at July
31, 1996), and mature up to six months from the date of borrowing, or on
demand.
(3) Notes payable to Nordstrom, Inc. ("Nordstrom") bear interest at floating
rates based on published discount rates (5.34% at July 31, 1996), and mature
up to six months from the date of borrowing, or on demand.
(4) Commercial paper outstanding at July 31, 1996 matures in 4 to 148 days from
date of issue at interest rates ranging from 5.21% to 5.44%. The Company has
a $300,000,000 unsecured line of credit with a group of commercial banks
with Wells Fargo Bank (Colorado), N.A., as agent, which expires on June 30,
2001. Under the terms of this line of credit, the Company must, among other
things, comply with the terms of the Investment Agreement and Operating
Agreement and maintain a ratio of total debt to tangible net worth at the
end of each quarter of no greater than 7 to 1. This line of credit serves as
liquidity support for the Company's short-term debt.
(5) Long-term debt as of July 31, 1996 consists of unsecured notes maturing
between 1996 and 2005, bearing rates of interest between 6.7% and 9.6% per
annum.
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RECENT DEVELOPMENTS
On August 15, 1996 the Company sold substantially all of its outstanding
Visa Accounts (approximately $203,000,000) through Nordstrom to Nordstrom
National Credit Bank ("the Bank") in connection with a securitization of the
Visa Accounts. The Bank then transferred the Visa Accounts to the Nordstrom
Credit Card Master Trust ("the Trust") in return for certificates representing
undivided interests in the Trust. Class A certificates with a market value of
$186,600,000 were sold to a third party, and Class B certificates were purchased
by the Company at an approximate market value of $8,700,000. Class B
certificates have a stated principal amount of $9,900,000, bear interest at
6.5%, and are subordinated to Class A certificates. Of the remaining interests
in the Trust (the "Seller Interest"), the Company purchased from the Bank a
portion at an approximate market value of $4,100,000. The Bank retained the
remaining Seller Interest, and will continue to service all of the Visa Accounts
on behalf of the Trust. The Company reduced its outstanding short- and long-term
debt by approximately $187,000,000 with proceeds from the transaction.
As a result of the securitization of the Visa Accounts, the Visa Operating
Agreement dated May 1, 1994 between the Company and the Bank has been
terminated, and the Company will no longer purchase and finance Visa Accounts
generated through the use of the Bank's Visa card. The Bank intends to
securitize all new Visa Accounts through the Trust. The Company anticipates that
the securitization of the Visa Accounts will result in decreases in its total
assets, service charge income on investment in customer accounts receivable,
interest expense, service fees paid and bad debt expense. As a result, the
Company anticipates that its net earnings will be reduced to the extent that the
service charge income from the Visa Accounts would have exceeded the related
expenses. However, the Company does not currently believe that its ratio of
earnings to fixed charges will be adversely affected in any material respect.
Pursuant to the terms of operative documents of the Trust, in certain
events, the Company may be required to fund certain amounts pursuant to a
recourse obligation for credit losses. Based on current cash flow projections,
the Company does not believe any additional funding will be required.
S-3
SELECTED CONSOLIDATED FINANCIAL DATA OF NORDSTROM
The Company's results of operations and financial condition are primarily
dependent upon the amount of accounts receivable generated through sales in
Nordstrom stores. Commencing in May 1994, the Company also finances accounts
receivable generated through purchases utilizing the Nordstrom National Credit
Bank Visa card in Nordstrom stores and elsewhere. The following table provides
certain consolidated information with respect to Nordstrom for the periods
indicated.
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31,
-------------------------------------------------------------------- --------------------------
1992 1993 1994 1995 1996 1995 1996
------------ ------------ ------------ ------------ ------------ ------------ ------------
EARNINGS STATEMENT DATA: (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SQUARE FOOT AMOUNTS)
Net sales................... $ 3,179,820 $ 3,421,979 $ 3,589,938 $ 3,894,478 $ 4,113,517 $ 1,964,838 $ 2,147,426
Net earnings................ 135,815 136,619 140,418 202,958 165,112 81,542 70,678
BALANCE SHEET DATA (AT PERIOD
END):
Long-term obligations,
including current
portion.................... $ 511,000 $ 481,945 $ 438,574 $ 373,910 $ 439,943 $ 490,294 $ 396,163
Shareholders' equity........ 939,231 1,052,031 1,166,504 1,343,800 1,422,972 1,401,596 1,482,518
OTHER DATA:
Percentage of net sales
resulting in Accounts...... 51.86% 48.78% 45.86% 43.07% 39.69% 41.44% 35.99%
Customer accounts
receivable, net of
allowance for doubtful
accounts at period end
(1)........................ $ 585,490 $ 584,379 $ 565,151 $ 655,715 $ 874,103 $ 814,602 $ 916,360
Net write-offs as a
percentage of average
customer accounts
receivable (1)(2).......... 5.09% 5.26% 4.77% 3.51% 4.37% 3.78% 6.59%
Ratio of earnings to fixed
charges (3)................ 3.98x 4.41x 4.95x 6.79x 5.14x 5.42x 4.58x
Number of stores (at period
end)....................... 68 72 74 76 78 75 81
Total square footage (at
period end)................ 8,590,000 9,224,000 9,282,000 9,998,000 10,713,000 10,225,000 11,240,000
Net sales per square foot... $ 388 $ 381 $ 383 $ 395 $ 382 $ 376 $ 376
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(1) Customer accounts receivable at July 31, 1996, includes net Nordstrom
National Credit Bank Visa card receivables of $211,491,013.
(2) These percentages were derived by dividing net write-offs of customer
accounts receivable (gross write-offs less recoveries) by the average of the
sum of customer accounts (less allowances for doubtful accounts) at the
beginning of the period and at the end of each quarter during the period.
(3) For the purpose of this ratio, earnings consist of earnings before income
taxes plus fixed charges less capitalized interest. Fixed charges consist of
interest expense, capitalized interest and the estimated interest portion of
rent expense.
S-4
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE MEDIUM-TERM NOTES,
SERIES D (THE "NOTES") OFFERED HEREBY SUPPLEMENTS AND, TO THE EXTENT
INCONSISTENT THEREWITH, REPLACES THE DESCRIPTION OF THE GENERAL TERMS AND
PROVISIONS OF DEBT SECURITIES SET FORTH IN THE PROSPECTUS, TO WHICH DESCRIPTION
REFERENCE IS HEREBY MADE.
GENERAL
The Notes will be unsecured obligations of the Company, will be offered on a
continuous basis and will mature on any business day nine months or more from
date of issue, as selected by the initial purchaser and agreed to by the
Company. Notes are issuable only in fully registered form in denominations of
$100,000 or any amount in excess thereof which is an integral multiple of
$50,000.
Each Note will bear interest from its date of issue at the annual rate
stated on the face thereof, and, unless otherwise specified in an applicable
Pricing Supplement, interest will be payable semiannually on March 15 and
September 15 of each year and at maturity. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Interest will be payable
generally to the person in whose name a Note is registered at the close of
business on the March 1 or September 1 record date next preceding the March 15
or September 15 interest payment date, provided, however, that interest payable
on a maturity date which is not a March 15 or September 15 will be payable to
the person to whom principal is payable. In the case of a Note issued between a
record date and the interest payment date relating to such record date (a "Long
Period Note"), the first payment of interest on such Note shall be made on the
interest payment date following the next succeeding record date to the
registered owner on such next succeeding record date.
Payments of principal and interest at maturity will be made in immediately
available funds against presentation and surrender of the Note. The Depositary
(as defined below) shall be entitled to receive payments of interest by wire
transfer of immediately available funds.
Interest rates on the Notes are subject to change by the Company from time
to time, but no such change will affect any Notes theretofore issued or as to
which an offer has been accepted by the Company. In the case where any interest
payment date or stated maturity date of any Note shall not be a business day,
then payment of interest or principal need not be made on such day but may be
made on the next succeeding business day with the same force and effect as if
made on such interest payment date or stated maturity date, and no interest
shall accrue with respect to such payment for the period from and after such
interest payment date or stated maturity date, as the case may be. Unless
otherwise stated in an applicable Pricing Supplement, the Notes will not be
redeemable prior to maturity.
The Notes offered hereby constitute part of a single series for purposes of
the Indenture under which the Notes will be issued, which series is limited
initially to $58,000,000 in aggregate principal amount (which limit may be
increased by action of the Board of Directors of the Company and such action may
change other terms of additional securities of the series). The Notes will rank
equally with all securities previously issued under the Indenture and all other
unsecured and unsubordinated indebtedness of the Company. For a description of
the rights of the holders of securities under the Indenture, including the
Notes, see "Description of Debt Securities" in the Prospectus attached hereto.
BOOK-ENTRY SYSTEM
Upon issuance, all Notes having the same original issuance date, interest
rate and stated maturity will be represented by a single global security (a
"Global Note"). Each Global Note representing one or more Notes will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary") and registered in the name of the Depositary's nominee.
Except as set forth below, Global Notes may be transferred, in whole and not in
part, only to the Depositary or another nominee of the Depositary or to a
successor depositary or nominee of such successor.
The Depositary has advised as follows: It is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a
S-5
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also facilitates
the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. "Direct Participants" include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. The Depositary is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the Depositary's system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The Rules applicable to the Depositary and its
Participants are on file with the Securities and Exchange Commission.
Purchases of interests in the Global Note under the Depositary's system must
be made by or through Direct Participants, which will receive a credit for such
interests on the Depositary's records. The ownership interest of each actual
purchaser of interests in the Global Note ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from the Depositary of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Global
Note are to be accomplished by entries made on the books of Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Global Note, except in the event
that use of the book-entry system for the Notes is discontinued.
To facilitate subsequent transfers, all Global Notes deposited by
Participants with the Depositary are registered in the name of the Depositary's
partnership nominee, Cede & Co. The deposit of Global Securities with the
Depositary and their registration in the name of Cede & Co. effect no change in
beneficial ownership. The Depositary has no knowledge of the actual Beneficial
Owners of the interests in the Global Note; the Depositary's records reflect
only the identity of the Direct Participants to whose accounts interests in the
Global Securities are credited, which may or may not be the Beneficial Owners.
The Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither the Depositary nor Cede & Co. will consent or vote with respect to
the Global Note. Under its usual procedures, the Depositary mails an Omnibus
Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts interests in the Global Note are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Global Note will be made to the
Depositary. The Depositary's practice is to credit Direct Participants' accounts
on the payment date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it will
not receive payment on the payment date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of the Depositary, the Paying Agent, or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to the
S-6
Depositary is the responsibility of the Company or the Paying Agent,
disbursement of such payments to Direct Participants shall be the responsibility
of the Depositary, and disbursement of such payments to the Beneficial Owners
shall be the responsibility of Direct and Indirect Participants.
The Depositary may discontinue providing its services as depository with
respect to the Notes at any time by giving reasonable notice to the Company or
the Paying Agent. Under such circumstances, in the event that a successor
depository is not obtained, definitive Note certificates are required to be
printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through the Depositary (or a successor depository).
None of the Company, the Trustee or any Paying Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in any Global Note,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
Global Notes representing all but not part of the Notes of the series being
offered hereby are exchangeable for Notes in definitive form of like tenor and
terms if (i) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Notes or if at any time such
Depositary ceases to be a clearing agency registered as such under the
Securities Exchange Act of 1934, as amended; (ii) the Company executes and
delivers to the Trustee a Company Order that all such Global Notes shall be
exchangeable; or (iii) there shall have occurred and be continuing an Event of
Default or an event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default with respect to the Notes. A Global Note
that is exchangeable pursuant to the preceding sentence shall be exchangeable
for Notes issuable in denominations of $1,000 and any integral multiple thereof
and registered in such names as the Depositary holding such Global Note shall
direct. Subject to the foregoing, a Global Note shall not be exchangeable,
except for a Global Note of like denomination to be registered in the name of
such Depositary or its nominee.
The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
CONCERNING THE TRUSTEE
On March 13, 1995, the Company accepted the resignation of First Interstate
Bank Washington, N.A. as Trustee under the Indenture. The Company has appointed
First Interstate Bank of Denver, N.A. as Successor Trustee under the Indenture,
and First Interstate Bank of Denver has accepted its appointment as Successor
Trustee also effective March 13, 1995. The Successor Trustee changed its name to
"Wells Fargo Bank (Colorado), N.A." on April 1, 1996. The address of the
Corporate Trust Office of Wells Fargo Bank (Colorado), N.A., is 633 17th Street,
Denver, Colorado 80270.
SUPPLEMENTAL PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Distribution Agreement,
the Notes are being offered on a continuing basis by the Company through
Goldman, Sachs & Co. and CS First Boston Corporation (the "Agents"), who have
agreed to use reasonable efforts to solicit purchases of the Notes. The Company
will have the sole right to accept offers to purchase Notes and may reject any
proposed purchase of Notes in whole or in part. The Agents shall have the right,
in their discretion reasonably exercised, to reject any offer to purchase Notes,
in whole or in part. The Company will pay the Agents a commission of from 0.125%
to 0.750% of the principal amount of the Notes, depending upon maturity, for
sales made through them as Agents. Commissions and discounts with respect to
Notes with maturities in excess of 30 years will be negotiated between the
Company and such Agent at the time of sale.
S-7
The Company also may sell Notes to the Agents acting as principal for their
own accounts at a discount to be agreed upon at the time of sale, or the
purchasing Agents may receive from the Company a commission or discount
equivalent to that set forth on the cover page hereof in the case of any such
principal transaction in which no other discount is agreed. Such Notes may be
resold at prevailing market prices, or at prices related thereto, at the time of
such resale, as determined by the Agents. The Company reserves the right to sell
Notes directly on its own behalf. No commission will be payable on any Notes
sold directly by the Company.
In addition, the Agents may offer the Notes they have purchased as principal
to other dealers. The Agents may sell Notes to any dealer at a discount and,
unless otherwise specified in the applicable Pricing Supplement, such discount
allowed to any dealer may include all or part of the discount to be received
from the Company. Unless otherwise indicated in an applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by such
Agent at a price equal to 100% of the principal amount thereof less a percentage
equal to the commission applicable to any agency sale of a Note of identical
maturity. After the initial public offering of Notes to be resold to investors
and other purchasers on a fixed public offering price basis, the public offering
price, concession and discount may be changed.
The Agents, as agents or principals, may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 (the "Act"). The Company has
agreed to indemnify the Agents against certain liabilities, including
liabilities under the Act. The Company has agreed to reimburse the Agents for
certain expenses.
The Agents may sell to or through dealers who may resell to investors, and
the Agents may pay all or part of their discount or commission to such dealers.
Such dealers may be deemed to be "underwriters" within the meaning of the Act.
Unless otherwise indicated in an applicable Pricing Supplement, payment of
the purchase price of Notes will be required to be made in immediately available
funds in The City of New York.
The Agents may be customers of, engage in transactions with and perform
services for the Company in the ordinary course of business.
The Notes offered hereby are newly issued securities with no established
trading market and will not be listed on any securities exchange. No assurance
can be given as to the existence or liquidity of the secondary market for the
Notes.
LEGAL OPINIONS
The legality of the Notes will be passed upon for the Company by Lane Powell
Spears Lubersky, 1420 Fifth Avenue, Suite 4100, Seattle, Washington 98101, and
for the Agents by Orrick, Herrington & Sutcliffe LLP, The Old Federal Reserve
Bank Building, 400 Sansome Street, San Francisco, California 94111. Orrick,
Herrington & Sutcliffe will rely, as to matters of Washington law, on the
opinion of Lane Powell Spears Lubersky LLP. D. Wayne Gittinger, a director of
Nordstrom, is a partner in the firm of Lane Powell Spears Lubersky LLP. At July
31, 1996, members of that firm owned directly or indirectly an aggregate of
approximate 5,300,000 shares of common stock of Nordstrom.
S-8
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT, THE
PROSPECTUS OR ANY PRICING SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND ANY PRICING SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY PRICING
SUPPLEMENT, NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
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Selected Financial Data of the Company............. S-2
Recent Developments................................ S-3
Selected Consolidated Financial Data of
Nordstrom......................................... S-4
Description of Notes............................... S-5
Concerning the Trustee............................. S-7
Supplemental Plan of Distribution.................. S-7
Legal Opinions..................................... S-8
PROSPECTUS
Available Information.............................. 2
Incorporation of Certain Documents by Reference.... 2
The Company and Nordstrom.......................... 3
Relationship with Nordstrom........................ 4
Use of Proceeds.................................... 6
Ratios of Earnings to Fixed Charges................ 6
Description of Debt Securities..................... 6
Plan of Distribution............................... 11
Legal Opinions..................................... 12
Experts............................................ 12
$58,000,000
[NORDSTROM LOGO]
NORDSTROM CREDIT, INC.
MEDIUM-TERM NOTES, SERIES D
DUE 9 MONTHS OR MORE FROM
DATE OF ISSUE
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
CS FIRST BOSTON
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