<PAGE>
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) May 8, 1996
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) 2-44197
(I.R.S. Employer
Identification Number) 06-0876639
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 541-4000
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On May 8, 1996, Associates First Capital Corporation (the "Company")
completed the acquisition of the following entities, which, at such date, were
affiliates of the Company: Associates International Holdings Corporation,
Associates Financial Services Company of Puerto Rico, Inc., Financial
Reassurance Company Limited, ACONA B.V., AIC Associates Canada Holdings Inc.
and Associates Capital Corporation of Canada (collectively the "Foreign
Affiliates"). The Company acquired the Foreign Affiliates from its indirect
parent, Ford Motor Company ("Ford"), which was the direct parent of each of
the Foreign Affiliates. Ford contributed the capital stock of each of the
Foreign Affiliates to the Company in exchange for 23,603,669 shares of Class A
Common Stock, $.01 par value per share (the "Class A Common Stock"), of the
Company.
Each of the Foreign Affiliates were independently valued by either an
investment banking firm or an independent accounting firm whose combined
valuations determined the Foreign Affiliates to have an aggregate fair market
value of $684,506,400. The combined valuation was used to determine the number
of Class A shares of stock (determined by referring to the initial public
offering price of the Company's Class A Common Stock on May 7, 1996 of $29 per
share) to be issued to Ford. The transaction was accounted for at the
historical cost of the Foreign Affiliates to Ford.
The Company was an indirect wholly owned subsidiary of Ford as of the
date of the acquisition of the Foreign Affiliate. After the consummation of
the initial public offering, Ford retained approximately 80.7% of the economic
interest in the Company.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses to be Acquired. It is
impracticable to provide the required historical financial
statements at this time. The required financial statements
will be provided within 60 days of this report.
(b) Pro Forma Financial Information. Financial statements of the
Company and the Foreign Affiliates on a supplemental combined
basis are hereby included in this report by incorporation by
reference to the Company's Current Report on Form 8-K dated
February 9, 1996 and the Company's Quarterly Report on Form 10-Q
for the three months ended March 31, 1996, as permitted by Rule
12b-32 under the Securities and Exchange Act of 1934.
(c) Exhibits
2.1 - Share Contribution Agreement
<PAGE>
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 FIRST CAPITAL CORPORATION
By: /s/ Chester D. Longenecker
Executive Vice President
and General Counsel
Date: May 23, 1996<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
2.1 - Share Contribution Agreement
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<DESCRIPTION>SHARE CONTRIBUTION AGREEMENT
<PAGE>
SHARE CONTRIBUTION AGREEMENT
THIS SHARE CONTRIBUTION AGREEMENT is effective as of the 8th
day of May, 1996, between FORD MOTOR COMPANY, a Delaware
corporation (the "Company") and ASSOCIATES FIRST CAPITAL
CORPORATION, a Delaware corporation ("Associates").
WITNESSETH:
WHEREAS, the Company owns of record all of the outstanding
Common Stock of Associates International Holdings Corporation (10
Shares) (the "AIHC Shares"), all of the outstanding Common Stock
of Associates Financial Services Company of Puerto Rico (15,000
shares) (the "AFCC Shares"), all of the outstanding Common Stock
of Financial Reassurance Company Limited (3,693 shares) (the
"FRCL Shares"), all of the outstanding Common Stock of AIC
Associates Canada Holdings Inc. (1,000,001 shares) (the "AIC
Canada Shares"), and all of the outstanding capital stock of
Associates Capital Corporation of Canada, consisting of 1,000
shares of Common Stock, 1,500 Special Shares and 500,000 shares
of Series I First Preferred Stock (the "ACCC Shares", and,
together with the AIHC Shares, the AFSC Shares, the FRCL Shares,
the ACONA B.V. Share, the AIC Canada Shares, the "Shares");
WHEREAS, the Shares have been independently determined to
have an aggregate fair market value of $684,506,400; and
WHEREAS, the Company has determined that it is advisable for
business reasons and in its best interest to contribute the
Shares to Associates, upon the terms and subject to the
conditions set forth in this agreement, as part of the
reorganization of the Company's financial services businesses,
and Associates has determined that it is advisable for business
reasons and in its best interest to accept the contribution of
the Shares in exchange for the issuance to the Company of an
equivalent value of Class A Common Stock, $.01 par value per
share, of Associates, with the number of shares of said Class A
Common Stock to be determined based on the initial public
offering price thereof of $29.00 per share.
NOW, THEREFORE, in consideration of the mutual covenants in
this agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
CAPITAL CONTRIBUTIONS
The Company agrees to contribute the Shares to Associates in
exchange for 23,603,669 shares of Class A Common Stock, $.01 par
value per share, of Associates. Associates agrees to issue to
the Company said number of shares of Class A Common Stock against
receipt of the Shares. The Company hereby acknowledges receipt
on the date hereof of 23,603,669 shares of Class A Common Stock
of Associates, and Associates hereby acknowledges receipt on the
date hereof of the Shares.
ARTICLE II
POWER OF ATTORNEY
In furtherance of the contribution of the Shares by the
Company to Associates, the Company hereby irrevocably constitutes
and appoints Associates as its attorney to transfer the Shares on
the books of the respective corporations, the shares of which are
being transferred.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Company. The
Company represents and warrants to Associates that:
(a) it is a corporation duly incorporated, organized
and validly existing under the laws of the State
of Delaware;
(b) it has the corporate power and capacity to, and
has taken all corporate action necessary to, enter
into, execute, deliver and perform its obligations
under this agreement;
(c) it is the sole holder of record and the beneficial
owner of the Shares and Associates will acquire
from it valid title to the Shares free and clear
of all options, claims, liens and encumbrances;
(d) this agreement constitutes a valid and binding
obligation of the Company enforceable against the
Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization,
and other similar laws of general applicability
relating to or effecting creditor's rights and to
general equitable principles; and
(e) it is acquiring the Class A Common Stock to be
received in exchange for the Shares for investment
purposes, and not with a view to the resale or
distribution thereof.
2.2 Representations and Warranties of Associates.
Associates represents and warrants to the Company that:
(a) it is a corporation duly incorporated, organized
and validly existing under the laws of the State
of Delaware;
(b) it has the corporate power and capacity to, and
has taken all corporate action necessary to, enter
into, execute, deliver and perform its obligations
under this agreement;
(c) when they are issued, the shares of Class A Common
Stock to be issued in exchange for the Shares,
will be duly issued as fully paid and non-assessable shares;
(d) this agreement constitutes a valid and binding
obligation of Associates enforceable against
Associates in accordance with its terms, subject
to applicable bankruptcy, insolvency,
reorganization, and other similar laws of general
applicability relating to or effecting creditor's
rights and to general equitable principles; and
(e) it is acquiring the Shares for investment
purposes, and not with a view to the resale or
distribution thereof.
IN WITNESS WHEREOF, the parties have caused this agreement
to be executed as of the date first above written.
FORD MOTOR COMPANY<PAGE>
ASSOCIATES FIRST CAPITAL
CORPORATION<PAGE>
By: /s/ Peter Sherry , Jr.
Its: Assistant Secretary<PAGE>
By: /s/ J.M. Rintamaki
Its: Secretary<PAGE>
