<PAGE>
AS FILED ELECTRONICALLY WITH
THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1996
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
06-0876639
(I.R.S. Employer Identification No.)
250 East Carpenter Freeway
Irving, Texas
(Address of principal executive offices)
75062-2729
(Zip Code)
ASSOCIATES FIRST CAPITAL CORPORATION
CORPORATE ANNUAL PERFORMANCE PLAN
(Full title of the Plan)
Timothy M. Hayes, Esq.
Associates First Capital Corporation
250 East Carpenter Freeway
Irving, Texas
75062-2729
(214) 541-4000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM MAXIMUM REGISTRATION
OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE PRICE <FN>
</TABLE>
- ---------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Deferred Compensation $2,500,000 100% $2,500,000 $862
Obligations <FN>
- ---------------------------------------------------------------------
<FN>
<F1>Estimated solely for the purpose of determining the registration fee.
<F2>The Deferred Compensation Obligations are unsecured obligations of
Associates First Capital Corporation to pay deferred compensation in the
future in accordance with the terms of the Associates First Capital
Corporation Corporate Annual Performance Plan.
</FN>
</TABLE>
ASSOCIATES FIRST CAPITAL CORPORATION
CORPORATE ANNUAL PERFORMANCE PLAN
______________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Associate First Capital
Corporation (the "Company" or "Associates") filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") which
contains, either directly or indirectly by incorporation by reference,
certified financial statements for Associates' latest fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by the annual
report referred to in paragraph (a) above.
(c) The description of Associates Class A Common Stock
contained in registration statement no. 333-817, as amended, filed by
Associates under the Securities Act of 1933 (the "1933 Act").
All documents subsequently filed by Associates pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Associates First Capital Corporation (the "Company") and
its subsidiaries award annual incentive compensation to certain employees
through the Associates First Capital Corporation Corporate Annual Performance
Plan (the "Plan"). In lieu of receiving the award in cash, an eligible
employee may elect to defer all or part of the award through the Plan's
nonqualified deferred compensation feature. When an employee so elects, the
Company retains the amount deferred and credits the value of such amount by
book entry to an account maintained for the employee by the Company. The
Company then assumes a general, unsecured obligation (collectively, the
"Obligations") to pay the employee (a "Participant") in the future the
deferred amount, as adjusted during the deferral period in accordance with
applicable investment measures as selected by the Participant.
The Plan is unfunded, and payments of the Obligations are made from the
general assets of the Company. Each Participant is a general unsecured
creditor of the Company with a claim against the Company for the amount he or
she has deferred, as adjusted during the deferral period in accordance with
applicable investment measures as selected by the Participant. The
Obligations rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
Participant accounts are valued each quarter to reflect the performance
during the quarter, whether positive or negative, of selected investment
measures. The Company in its sole discretion determines the investment
measures available under the Plan. Each Participant may elect to allocate
his or her account among the available measures and may change the allocation
no later than the last day of a quarter to be effective the first day of the
following quarter. Account balances are adjusted as though actually invested
in the investments used as measures, but no investment of funds outside the
Company occurs.
Participants may not assign or transfer the Obligations, other than by
designating a beneficiary or beneficiaries to receive payment if a Participant
dies before receiving full payment of the amount credited to his or her
account. Any attempt by a Participant to assign or transfer an Obligation may
result, in the Company's sole discretion, in a forfeiture of the Participant's
claim to the Obligation.
Payment of Obligations generally are made at the time and
in the manner elected by Participants when they elect to defer awards under
the Plan. Participants may elect to receive the value of their accounts in a
lump sum during a specified month and year or in annual installment payments
beginning in a specified year. Each year when a Participant elects whether to
defer the following year's award, that Participant may change the elected time
and form of any payments scheduled to be made or begin in any year after the
year following the year in which the election is made (e.g., a December 1996
election may change payments scheduled to begin in 1998 or later). No change
may be made with respect to payments scheduled to be made or begin in the
current or next year. A Participant may elect that payments made upon his or
her death, disability or retirement from the Company will be made in a lump
sum within 30 days of such event, in a lump sum on or about January 31 of the
calendar year following such event, or in up to 15 annual installments
beginning on or about January 31 of the calendar year following such event.
If a Participant terminates employment with the Company other than by reason
of death, disability or retirement, the value of such Participant's account
ordinarily will be distributed within 60 days of his or her termination date,
unless the Company in its sole discretion delays payment until the time
otherwise elected by the Participant. The Company may also accelerate payment
of any Obligation to any Participant if the Company in its sole discretion
determines that changes in the federal tax laws or applicable accounting rules
make continued deferral undesirable or if a Participant suffers a financial
hardship for reasons outside the Participant's control.
The Obligations are not convertible into securities of the
Company, and Participants have no voting rights with respect to the
Obligations.The Company is not prohibited from securing its other indebtedness
with the Obligations. No trustee has been appointed with authority to take
action with respect to the Obligations and each Participant will be
responsible for acting independently with respect to the Obligations,
including without limitation any notices, requests for consents, waivers, or
amendments pertaining to the Obligations, enforcement of covenants and action
upon a default.
The Company has full discretionary authority to interpret
the Plan, to establish rules and regulations relating to the Plan, and to make
all other determinations and take all other actions necessary or appropriate
for the proper administration of the Plan. The Board of Directors of the
Company may amend or terminate the Plan at any time and from time to time,
except that no such amendment may adversely affect a Participant's rights with
respect to the Obligations without prior consent by the Participant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer employee or agent of another corporation or
enterprise.The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding,
provided that such officer or director acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his or her conduct was illegal.A Delaware corporation may indemnify officers
and directors against expenses (including attorney's fees) in connection with
the defense or settlementof an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation.Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director
actually and reasonably incurred.
In accordance with the Delaware Law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors of the Company for violations of their fiduciary
duty.This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Law providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit.The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of
Associates and each person, if any, who controls Associates within the meaning
of the 1933 Act, against certain liabilities, including liabilities under the
1933 Act.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor Company and its
subsidiaries.
The Restated Certificate of Incorporation of the Company provides for
indemnification of the officers and directors of the Company to the full
extent permitted by applicable law.
Item 8. Exhibits.
Exhibit
Number Exhibits
4 - Associates First Capital Corporation Corporate
Annual Performance Plan, as amended (incorporated
by reference to Exhibit 10.11 of the Company's Form
S-1 Registration No. 333-817).
*5 - Opinion of Timothy M. Hayes, anAssistant General
Counsel and Vice President of Associates First
Capital Corporation, with respect to the legality
of the securities being registered hereunder.
*23 - Consent of Coopers & Lybrand, L.L.P.
*24 - Powers of Attorney.
* Filed with this Registration Statement
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irving, State of Texas, on this
17th day of September, 1996.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/ C. D. Longenecker
---------------------------------
C. D. Longenecker
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------- ------------------------------------------
<C> <S> <C>
KEITH W. HUGHES* Chairman of the Board,
(Keith W. Hughes) Principal Executive Officer
and Director
ROY A. GUTHRIE* Executive Vice President, Comptroller,
(Roy A. Guthrie) Principal Accounting Officer and Principal
Financial Officer
</TABLE>
September 17, 1996
<TABLE>
<C> <S> <C>
HAROLD D. MARSHALL* Director
(Harold D. Marshall)
JOSEPH M. MCQUILLAN* Director
(Joseph M. McQuillan)
J. Carter Bacot* Director
(J. Carter Bacot)
John M. Devine* Director
(John M. Devine)
Kenneth Whipple* Director
(Kenneth Whipple)
H. James Toffey, Jr.* Director
(H. James Toffey, Jr.)
</TABLE>
- ---------------------
*By signing his name hereto, C. D. Longenecker signs this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By: /s/ C. D. LONGENECKER
____________________
(Attorney-in-Fact)<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- ---------------------------------------------------------
<S> <C>
4 - Associates First Capital Corporation Corporate Annual Performance
Plan, as amended (incorporated by reference to Exhibit 10.11 of
the Company's Form S-1 Registration No. 333-817).
*5 - Opinion of Timothy M. Hayes, Assistant General Counsel and Vice
President of Associates First Capital Corporation, with respect
to the legality of the securities being registered hereunder.
*23 - Consent of Coopers & Lybrand L.L.P.
*24 - Powers of Attorney.
</TABLE>
* Filed Herewith
<PAGE>
Exhibit 5
September 17, 1996
Associates First Capital Corporation
250 E. Carpenter Freeway
Irving, Texas 75062-2729
Ladies and Gentlemen:
I am Assistant General Counsel of Associates First Capital
Corporation, a Delaware corporation (the "Company"). In that
capacity, I have reviewed the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act), with
respect to the Deferred Compensation Obligations of the Company,
relating to the Associates First Capital Corporation Corporate Annual
Performance Plan (the "Plan").
I am familiar with the Restated Certificate of Incorporation and the
By-Laws of the Company and with its affairs, including the action taken
by the Company in connection with the Plan. I also have examined
such other documents and instruments and have made such further
investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to
authorize the issuance of the Deferred Compensation Obligations being
registered under the Registration Statement, and all such Deferred
Compensation Obligations, when issued and sold in accordance with the
Plan, will be legally issued, fully paid and non-assessable when the
Registration Statement shall have become effective.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that
I am in the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the
Commission issued thereunder.
Very truly yours,
/s/ Timothy M. Hayes
Timothy M. Hayes
Assistant General Counsel
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement of Associates First Capital Corporation on
Form S-8 (File No. 333- ) of our report dated January 26,1996,
except for Note 18, as to which date is February 8, 1996,
appearing in the Annual Report on Form 10-K of Associates
First Capital Corporation as of December 31, 1995 and 1994, and
for the years ended December 31, 1995, 1994, and 1993.
Additionally, we consent to the incorporation by reference in
the Registration Statement of our report dated July 3, 1996, on
our audit of the combined financial statements of Associates
International Group as of December 31, 1995 and the related
combined statements of earnings, changes in stockholder's equity,
and cash flows for the year then ended, appearing in the Current
Report of Associates First Capital Corporation dated July 3,
1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
September 17, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being an
officer or director, or both, of ASSOCIATES FIRST CAPITAL CORPORATION, a
Delaware corporation (the "Company"), do hereby make, constitute and appoint
Roy A. Guthrie, Timothy M. Hayes, and Chester D. Longenecker, and each of
them, attorneys-in-fact and agents of the undersigned with full power and
authority of substitution and resubstitution, in any and all capacities, to
execute for and on behalf of the undersigned the Registration Statement on
Form S-8 relating to the shares of Class A Common Stock of the Company and/or
obligations of the Company with values based on the value of Class A Common
Stock and certain other indexes, and any and all pre-effective and
post-effective amendments or supplements to the foregoing Registration
Statement and any other documents and instruments incidental thereto, and to
deliver and file the same, with all exhibits thereto, and all documents and
instruments in connection therewith, with the Securities and Exchange
Commission, and with each exchange on which any class of securities of the
Company is registered, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing that said attorneys-in-fact and agents, and each of them, deem
advisable or necessary to enable the Company to effectuate the intents and
purposes hereof, and the undersigned hereby fully ratify and confirm all that
said attorneys-in-fact and agents, or any of them, or their respective
substitutes, if any, shall do or cause to be done by virtue hereof.
IN WITNESS HEREOF, each of the undersigned has subscribed his or her
name, this 17th Day of September, 1996.
<TABLE>
<C> <C>
/s/ J. Carter Bacot /s/ Joseph M. McQuillan
- ------------------------ --------------------------
Name: J. Carter Bacot Name: Joseph M. McQuillan
Title: Director Title: Director
/s/ John M. Devine /s/ Harold D. Marshall
- ------------------------ --------------------------
Name: John M. Devine Name: Harold D. Marshall
Title: Director Title: Director
/s/ Kenneth Whipple /s/ Keith W. Hughes
- ------------------------ --------------------------
Name: Kenneth Whipple Name: Keith W. Hughes
Title: Director Title: Chairman of
the Board, Principal
/s/ H. James Toffey, Jr. Executive Officer and
- ------------------------- Director
Name: H. James Toffey, Jr.
Title: Director
</TABLE>
