SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 30, 2000
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(Date of earliest event reported)
CITICORP
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(Exact name of registrant as specified in charter)
Delaware 1-5738 06-1515595
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(State or other juris- (Commission (I.R.S. Employer
diction of organization) File Nos.) Identification No.)
399 Park Avenue, New York, New York 10043
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (212) 559-1000
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Item 5. Other Events
On November 30, 2000, Citicorp's ultimate parent, Citigroup Inc., and
Associates First Capital Corporation ("Associates") announced the completion of
Citigroup's acquisition of Associates. The acquisition was consummated through a
merger of a subsidiary of Citigroup with and into Associates (with Associates as
the surviving corporation) pursuant to which each share of Associates common
stock has become a right to receive .7334 of a share of common shares of
Citigroup. The acquisition followed the approval by Associates' shareholders and
the approval by certain domestic and foreign antitrust, banking and insurance
regulators.
Subsequent to the acquisition, Citicorp became the parent of Associates
and issued a full and unconditional guarantee (the "Guarantee") of the
outstanding long-term debt securities and commercial paper of Associates and
Associates Corporation of North America (a subsidiary of Associates, "ACONA").
Associates's and ACONA's debt securities and commercial paper will no longer be
separately rated. Associates and ACONA intend to cease filing periodic reports
as required by the Securities Exchange Act of 1934. Citicorp, Associates and
ACONA have filed a registration statement on Form S-3 for the registration of
the Guarantee and all market-making transactions in the guaranteed long-term
debt securities by affiliates of Citicorp, Associates and ACONA, including
Salomon Smith Barney Inc., another subsidiary of Citigroup.
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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.
CITICORP
By: /s/ Stephanie B. Mudick
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Name: Stephanie B. Mudick
Title: Assistant Secretary
Date: December 1, 2000
