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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) March 3, 1998
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) 1-6154
(I.R.S. Employer
Identification Number) 74-1494554
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 652-4000
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Item 5. Other Events.
On March 3, 1998, Ford Motor Company ("Ford"), the ultimate parent of
the Registrant, announced it had approved the terms of the distribution of its
80.7 percent interest in Associates First Capital Corporation, the direct
parent of the Registrant, to Ford common and Ford Class B common shareholders.
The distribution will be made on April 7, 1998, to Ford shareholders of record
on March 12, 1998. A copy of the news release dated March 3, 1998 issued by
Ford and a copy of the news release dated March 3, 1998 issued by Associates
First Capital Corporation are attached as Exhibits 20.1 and 20.2,
respectively, and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
20.1 - News Release by Ford Motor Company dated March 3, 1998
20.2 - News Release by Associates First Capital Corporation
dated March 3, 1998
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.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By:/s/ Timothy M. Hayes
----------------------
Timothy M. Hayes
Assistant Secretary
Date:March 3, 1998<PAGE>
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NEWS
Contact: Mel Stephens Mike Holland Jim Cain
1-313-323-8220 1-313-323-8221 1-313-322-3428
FORDS SET TIMING FOR SPIN-OFF OF $22.7 BILLION STAKE IN
THE ASSOCIATES AND A CASH DISTRIBUTION OF $3.1 BILLION
DEARBORN, Mich., March 3, 1998 -- The Board of Directors of Ford
Motor Company [NYSE: F] yesterday approved timing for the
distribution of the company's $22.7 billion stake in Associates
First Capital Corp. [NYSE: AFS] to Ford common and Class B
shareholders. In addition, the Board approved a cash
distribution ($3.1 billion at yesterday's closing price of The
Associates) to participants who own Ford stock in U.S. employee
savings plans. These distributions will be made on April 7,
1998, to shareholders of record on March 12, 1998.
Ford shareholders will receive one share of The Associates for
about every four shares of Ford common and Class B stock they
own, except for participants who invest in Ford stock through
Ford's U.S. employee savings plans. These shareholders will
receive a cash distribution of equal value on a per-share basis
because stock in The Associates is no longer being offered as
an investment option in U.S. employee savings plans as a result
of the spin-off.
"The spin-off of The Associates is further evidence of the
confidence we have in the earnings power of Ford's automotive and
automotive-related businesses and the strength of our balance
sheet," said Ford Chairman and Chief Executive Officer Alex
Trotman.
"This transaction will mark the end of a very successful nine-
year partnership between The Associates and Ford," Trotman added.
"The Associates is a premier growth company. On their own, they
will have greater flexibility in funding future growth with new
equity offerings. All of us at Ford want to thank Keith Hughes,
chairman and chief executive officer of The Associates, and his
outstanding team for their contributions. We wish them all the
best in the future as a strong independent company."
Based on The Associates closing price of $80-1/4 on March 2,
1998, the total value distributed to Ford shareholders would be
$25.8 billion or $21.30 per Ford share. Without the additional
cash distribution, the total value distributed would have been
$22.7 billion or $18.73 per Ford share. The actual value will be
determined by the number of Ford shares outstanding on the record
date and the value of The Associates stock on the distribution
date. Ford shareholders will receive additional information on
the terms of the spin-off prior to the distribution date.
Ford will realize a one-time non-taxable gain of about $16.5
billion on the spin-off in the first quarter of 1998. The gain
will not impact Ford's cash position or employee compensation.
Ford's decision to distribute its 80.7 percent interest, or 279.5
million shares of The Associates, follows a ruling from the U.S.
Internal Revenue Service that the distribution qualifies as a
tax-free transaction for U.S. federal income tax purposes.
Ford purchased The Associates in 1989 for $3.35 billion. A 19.3
percent interest was sold to the public through an initial public
offering in May 1996. When the spin-off was announced in October
1997, Ford said its quarterly cash dividend would not change as a
result of the distribution and that future Ford dividends would
depend on the ongoing performance of the automotive and
automotive-related businesses.
The Associates, based in Dallas, is a leading diversified finance
company that provides consumer and commercial finance, leasing
and related services through 2,265 offices worldwide. Total
assets under management on Dec. 31, 1997, were about $60 billion.
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[LOGO] THE ASSOCIATES
NEWS
Media: Fred Stern Investors: Dianne Douglas
972 652-4042 972 652-7294
[email protected] [email protected]
Shareholders: 1-888-NYSE-AFS
TIMING ANNOUNCED FOR ASSOCIATES FIRST CAPITAL STOCK
DISTRIBUTION TO FORD SHAREHOLDERS
DALLAS, March 3, 1998 -- Associates First Capital Corporation
(NYSE:AFS) today announced that Ford Motor Company has approved the
terms of the distribution of its 80.7 percent interest in
The Associates to Ford common and Class B shareholders. The
distribution will be made on April 7, 1998 to shareholders of record
on March 12, 1998.
"This is the final step in our becoming fully independent for the
first time in 30 years," said Keith W. Hughes, chairman and chief
executive officer of The Associates. "We have enjoyed a great nine-
year relationship with Ford. We thank Alex Trotman, chairman and
chief executive officer, and the great people of Ford Motor Company
for their confidence and support. This is a positive development for
both companies and for our respective shareholders."
The Associates was founded in 1918 and was purchased by Ford in
1989. In May 1996, The Associates completed an initial public
offering of 19.3 percent of its common stock. Ford's decision to
distribute its 279.5 million shares of The Associates follows a ruling
from the U.S. Internal Revenue Service that the distribution qualifies
as a tax-free transaction for U.S. federal income tax purposes.
Mr. Hughes added, "The Associates is a company focused on growth
through an emphasis on continuous improvement, product and geographic
balance and customer service. We are eager to continue to prove
ourselves as a premier financial services organization that creates
value for customers, employees and shareholders."
Associates First Capital Corporation, based in Dallas, is a
leading diversified financial services company providing consumer and
commercial finance, leasing and related services through 2,265 offices
worldwide. It has managed assets of more than $60.1 billion.
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250 East Carpenter Freeway, P.O. Box 660237, Dallas, Texas 75266-0237,
972-652-4000
