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)
ASSOCIATES CORPORATION OF NORTH AMERICA
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(Exact name of registrant as specified in charter)
Delaware 1-6154 74-1494554
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(State or other juris- (Commission (I.R.S. Employer
diction of organization) File Nos.) Identification No.)
250 E. Carpenter Freeway, Irving, Texas 75062-2729
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(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 November 30, 2000, Citigroup Inc. and Associates First Capital
Corporation ("Associates"), the parent of Associates Corporation of North
America ("ACONA"), 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 (an indirect wholly-owned
subsidiary of Citigroup) 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 ACONA. ACONA's debt securities and commercial
paper will no longer be separately rated. ACONA intends 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.
ASSOCIATES CORPORATION OF NORTH AMERICA
By: /s/ Frederic C. Liskow
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Name: Frederic C. Liskow
Title: Vice President
Date: December 1, 2000
