<PAGE>
AS FILED ELECTRONICALLY WITH
THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1997
Registration
=================================================================
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
INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
Timothy M. Hayes, Esq.
Associates First Capital Corporation
250 East Carpenter Freeway
Irving, Texas
75062-2729
(972) 652-4000
(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<F1> PRICE
</TABLE>
---------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Class A Common Stock 1,000,000 $44.625 $44,625,000 $13,523
$.01 par value per Shares
share
---------------------------------------------------------------------
<FN>
<F1> The number of shares being registered represents the maximum number of shares that may be
acquired by Associates First Capital Corporation Compensation Committee, as Plan Administrator,
under the Associates First Capital Corporation Incentive Compensation Plan (the "Plan"),
during 1997 and during subsequent years until a new registration statement becomes effective.
<F2> Based upon the market price of the Class A Common Stock of the Company on April 3, 1997,
in accordance with Rule 457(c) under the Securities Act of 1933.
</FN>
</TABLE>
<PAGE>
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.
The Associates Class A Common Stock is registered under Section 12(b) of
the 1934 Act and thus, this section is not applicable.
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 settlement of 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
- -------
*4(a) - Form of Associates First Capital Corporation
Incentive Compensation Plan, as amended.
*23 - Consent of Coopers & Lybrand L.L.P.
*24 - Powers of Attorney.
- ----------------
* Filed with this Registration Statement
Item 9. Undertakings.
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
7th day of April, 1997.
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 and
(Roy A. Guthrie) Principal Financial Officer
Kevin P. Hegarty* Senior Vice President, Comptroller
(Kevin P. Hegarty) and Principal Accounting Officer
</TABLE>
April 7, 1997
<TABLE>
<C> <S> <C>
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.)
Harold D. Marshall* Director
(Harold D. Marshall)
</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
____________________
C. D. Longenecker
(Attorney-in-Fact)<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- ---------------------------------------------------------
<S> <C>
*4(a) - Form of Associates First Capital Corporation
Incentive Compensation Plan, as amended.
*23 - Consent of Coopers & Lybrand L.L.P.
*24 - Powers of Attorney.
</TABLE>
* Filed Herewith
<PAGE>
ASSOCIATES FIRST CAPITAL CORPORATION
INCENTIVE COMPENSATION PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)
ARTICLE 1. PURPOSE AND DURATION
1.1. PURPOSE OF THE PLAN. Associates First Capital Corporation, a Delaware
corporation, hereby amends and restates, effective January 1, 1997, the
Associates First Capital Corporation Incentive Compensation Plan (formerly
called the "Associates First Capital Corporation Long-Term Equity Compensation
Plan"), as set forth in this document, to allow the Company (a) to optimize the
profitability and growth of the Company through incentives that are consistent
with the Company's goals and that link the individual interests of Participants
with those of the Company's stockholders; (b) to provide Participants with an
incentive for excellence in individual performance; (c) to provide flexibility
to the Company in its ability to motivate, attract and retain the services of
Employees who make significant contributions to the Company's success; and (d)
to allow such Employees to share in the success of the Company. The Plan permits
awards of Corporate Annual Performance Pay, Incentive Stock Options,
Nonqualified Stock Options, Performance Shares, Performance Units, Restricted
Stock and Stock Appreciation Rights.
1.2. DURATION OF THE PLAN. On and after the Effective Date, subject to
approval by the Company's stockholders, the provisions of the amended and
restated Plan shall govern all Awards. The Plan shall remain in effect
indefinitely, subject to the right of the Board of Directors to amend or
terminate the Plan at any time pursuant to Article 13, until all Awards are
satisfied by the issuance of Shares and/or the payment of cash. Notwithstanding
the foregoing, in no event may an Award be made on or after March 31, 2006.
ARTICLE 2. DEFINITIONS
2.1. GENERAL. Whenever used in the Plan, the following terms shall have the
meanings set forth below, and when any such meaning is intended, the initial
letter of the word shall be capitalized. Except where the context otherwise
indicates, any masculine term used herein shall include the feminine; the plural
shall include the singular; and the singular shall include the plural.
2.2. "AWARD" means, individually or collectively, an award under the Plan
of Corporate Annual Performance Pay, Incentive Stock Options, Nonqualified Stock
Options, Performance Shares, Performance Units, Restricted Stock or Stock
Appreciation Rights.
2.3. "AWARD AGREEMENT" means an agreement, entered into by the Company and
a Participant, setting forth the terms and conditions applicable to an Award.
2.4. "BOARD" or "BOARD OF DIRECTORS" means the board of directors of the
Company.
2.5. "CLASS A COMMON STOCK" means the Class A Common Stock, par value $.01
per share, of the Company.
2.6. "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor thereto.
2.7. "COMMITTEE" means the Committee designated pursuant to Section 12.1 to
administer the Plan.
2.8. "COMPANY" means Associates First Capital Corporation, a Delaware
corporation, and any successor thereto as provided in Section 14.5.
2.9. "CORPORATE ANNUAL PERFORMANCE PAY" OR "CAPP" means annual incentive
compensation awarded under Article 5.
2.10. "DIRECTOR" means any individual who is a member of the Board of
Directors.
1
2.11. "EFFECTIVE DATE" means January 1, 1997, as provided in Section 1.1.
The original effective date of the Plan was April 1, 1996.
2.12. "EMPLOYEE" means any individual who is a full-time, active employee
of the Company or any of its Subsidiaries.
2.13. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor thereto.
2.14. "FAIR MARKET VALUE" means the closing sale price at which Shares were
sold regular way on the relevant date on the principal securities exchange on
which the Shares were traded on such date or, if there was no sale on the
relevant date, then on the last previous day on which there was such a sale;
provided that "Fair Market Value" for any Awards made concurrent with or
contingent upon the consummation of the initial public offering of Shares in
1996 means the initial public offering price of Shares covered by such initial
public offering.
2.15. "FREESTANDING SAR" means an SAR, awarded under Article 9, that is
granted independently of any Option.
2.16. "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares,
awarded under Article 6, that is intended to qualify as an "incentive stock
option" within the meaning of Code Section 422.
2.17. "INSIDER" means an individual who is, on the relevant date, an
officer or Director of the Company or a beneficial owner (as the term
"beneficial owner" is defined in Rule 13d-3 of the General Rules and Regulations
promulgated under the Exchange Act) of 10 percent (10%) or more of any class of
the Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, as such terms are used under Section 16 of the Exchange Act and
the General Rules and Regulations promulgated thereunder.
2.18. "NAMED EXECUTIVE OFFICER" means a Participant who, as of the date of
payment, exercise and/or lapse of restrictions with respect to an Award, as
applicable, is a "covered employee" as defined in Code Section 162(m) and the
Treasury Regulations promulgated thereunder.
2.19. "NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee of
the Company or any of its direct or indirect Subsidiaries or of Ford Motor
Company or any of its direct or indirect subsidiaries.
2.20. "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares, awarded under Article 6, that is not intended to be treated as an
"incentive stock option" within the meaning of Code Section 422.
2.21. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option, as applicable.
2.22. "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.
2.23. "PARTICIPANT" means an Employee selected pursuant to Article 4 to
receive an Award.
2.24. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).
2.25. "PERFORMANCE SHARE" means a performance-based grant, awarded under
Article 7, the initial value of which is based on the Fair Market Value of a
Share on the date of grant.
2.26. "PERFORMANCE UNIT" means a performance-based grant, awarded under
Article 7, the initial value of which is established by the Committee at the
time of grant.
2.27. "PLAN" means the Associates First Capital Corporation Incentive
Compensation Plan (formerly called the "Associates First Capital Corporation
Long-Term Equity Compensation Plan"), as amended and restated effective January
1, 1997.
2.28. "RESTRICTED STOCK" means Class A Common Stock, awarded under Article
8, that is subject to restrictions on transferability and to a substantial risk
of forfeiture.
2.29. "SHARES" means shares of Class A Common Stock.
2.30. "STOCK APPRECIATION RIGHT" or "SAR" means a right, awarded under
Article 9, either alone or in connection with an Option, to receive the value of
the appreciation over time in the value of a Share. An SAR may be either a
Freestanding SAR or a Tandem SAR.
2.31. "SUBSIDIARY" means any corporation, partnership, joint venture or
other entity in which the Company has a direct or indirect majority voting
interest (including all divisions, affiliates and related entities), provided
that for ISOs "Subsidiary" has the meaning set forth in Code Section 422.
2.32. "TANDEM SAR" means an SAR, awarded under Article 9 in connection with
an Option, the exercise of which forfeits the right to purchase a Share under
the related Option (and which SAR is itself forfeited if and when a Share is
purchased under the related Option).
ARTICLE 3. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
3.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 3.3, the maximum number of Shares with respect to which
Awards may be made shall be 20,799,268. Shares issued under the Plan may be
either authorized but unissued Shares, treasury Shares or any combination
thereof.
3.2. LAPSED AWARDS. If any Award is canceled, terminates, expires or lapses
for any reason without the issuance of Shares or payment in respect thereof
(with the exceptions of termination of a Tandem SAR upon exercise of the related
Option or termination of a related Option upon exercise of the related Tandem
SAR), any Shares subject to such Award shall be available again for an Award to
the fullest extent permitted under Rule 16b-3 of the General Rules and
Regulations promulgated under the Exchange Act and Code Sections 162(m) and 422.
3.3. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
capitalization of the Company (such as a stock split, stock dividend or
combination of shares), corporate transaction (such as any merger,
consolidation, separation, including a spin-off, or other distribution of stock
or property of the Company), reorganization (whether or not such reorganization
comes within the definition of such term in Code Section 368) or partial or
complete liquidation of the Company, an adjustment shall be made in the number
and class of Shares with respect to which Awards may be made, in the number and
class of and/or price of Shares subject to outstanding Awards, and in the Award
limits set forth with respect to Options and SARs in Section 3.4, as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to reflect such change in capitalization, corporate transaction,
reorganization or partial or complete liquidation; provided, however, that the
number of Shares subject to any Award shall always be a whole number.
3.4. MAXIMUM AWARDS. The maximum aggregate number of Shares with respect to
which Options, with or without Tandem SARs, or Freestanding SARs may be awarded
to any one individual under the Plan in any one calendar year shall be 400,000.
The maximum Corporate Annual Performance Pay that may be awarded to any one
individual under the Plan in any one calendar year shall be $5,000,000.
ARTICLE 4. ELIGIBILITY AND PARTICIPATION
4.1. ELIGIBILITY. Any officer of the Company or salaried Employee,
including any Employee who is a Director, with potential to contribute to the
success of the Company and/or any of its Subsidiaries shall be eligible to be
selected as a Participant by the Committee.
4.2. PARTICIPATION. Subject to the provisions of the Plan, the Committee
shall, from time to time and in its sole discretion, select from among all
eligible Employees, as specified in Section 4.1, those to whom Awards shall be
made and shall determine the nature, amount, terms and conditions of each Award.
ARTICLE 5. CORPORATE ANNUAL PERFORMANCE PAY
5.1. GENERAL. Subject to the provisions of the Plan, the Committee may
award Corporate Annual Performance Pay to a Participant at any time and from
time to time in such amount and upon such terms and conditions as the Committee
may determine.
5.2. DETERMINATION OF CAPP INCENTIVE POOLS. Corporate Annual Performance
Pay shall be payable each year from incentive pools, one of which shall fund
CAPP Awards solely to the Named Executive Officers (the "Named Executive
Officers' Incentive Pool") and the other of which shall fund CAPP Awards solely
to Participants other than the Named Executive Officers (the "General Incentive
Pool"). The value of the Named Executive Officers' Incentive Pool shall be
calculated by multiplying (a) a fixed base amount, established by the Committee
concurrent with establishment of the performance targets pursuant to Section
5.3, by (b) a performance percentage determined by reference to the Company's
achievement of performance targets established by the Committee pursuant to
Section 5.3. The Committee shall determine the value of the General Incentive
Pool in its discretion.
5.3. PERFORMANCE MEASURES AND TARGETS. The Committee shall establish each
year, within the first 90 days of such year, the performance targets that must
be achieved in order for CAPP Awards to be payable to the Named Executive
Officers. Such performance targets shall be based upon one or more performance
measures, which the Committee shall select (concurrent with establishing each
year's performance targets) from among profits, net income (either before or
after taxes), share price, earnings per share, total stockholder return, return
on assets, return on equity, operating income, return on capital or investments
or economic value added. At the same time the Committee selects performance
measures and specifies performance targets, the Committee shall also determine
the manner in which such performance measure(s) shall be calculated or measured,
including the extent to which such measure(s) will be adjusted to take into
account certain factors over which Participants have no or limited control,
including, without limitation, changes in accounting principles and
extraordinary charges to income.
5.4. DETERMINATION OF CAPP AWARDS TO NAMED EXECUTIVE OFFICERS. The
Committee shall specify each year, concurrent with establishing the performance
measure(s) and targets pursuant to Section 5.3, the percentage of the Named
Executive Officers' Incentive Pool that shall be payable to each Named Executive
Officer as a CAPP Award for that year, subject to the Committee's exercise of
negative discretion to adjust downward any such CAPP Award. Under no
circumstance may the Committee adjust upward the amount of any CAPP Award
payable to a Named Executive Officer.
5.5. DETERMINATION OF CAPP AWARDS TO OTHER PARTICIPANTS. The Committee
shall determine the CAPP Award, if any, payable from the General Incentive Pool
to each Participant who is not a Named Executive Officer.
5.6. PAYMENT OF CAPP AWARDS. CAPP Awards shall be payable to Participants
at such time(s) and in cash or in Shares of equivalent value or in some
combination thereof, as the Committee shall determine.
5.7. TERMINATION OF EMPLOYMENT. The Committee shall determine if, and the
extent to which, any Participant shall have the right to receive payment of a
CAPP Award following termination of the Participant's employment with the
Company or any of its Subsidiaries; provided, however, that any Participant
selected before the end of a calendar year to receive a CAPP Award for that year
shall be considered to have a nonforfeitable right to such CAPP Award if such
Participant remains an Employee through the last day of the applicable calendar
year. Any determinations under this Section shall be made in the sole discretion
of the Committee, need not be uniform among all CAPP Awards and may reflect
distinctions based on the reasons for termination of employment.
5.8. NONTRANSFERABILITY OF CAPP AWARD. No right to a CAPP Award may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.
ARTICLE 6. INCENTIVE AND NONQUALIFIED STOCK OPTIONS
6.1. GENERAL. Subject to the provisions of the Plan, the Committee may
award Options to a Participant at any time and from time to time in such number
and upon such terms and conditions as the Committee may determine.
6.2. OPTION AWARD AGREEMENT. Each Award of an Option shall be evidenced by
an Award Agreement that shall specify the Option Price, the duration of the
Option, the number of Shares that may be purchased pursuant to exercise of the
Option and such other terms and conditions as the Committee may determine.
In the event of the Participant's legal incapacity, by the Participant's legal
guardian or representative acting in a fiduciary capacity on behalf of the
Participant under state law and court supervision, and (b) no ISO or NQSO may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.
ARTICLE 7. PERFORMANCE SHARES AND PERFORMANCE UNITS
7.1. GENERAL. Subject to the provisions of the Plan, the Committee may
award Performance Shares and/or Performance Units to a Participant at any time
and from time to time in such number and upon such terms and conditions as the
Committee may determine.
7.2. PERFORMANCE SHARES/UNITS AWARD AGREEMENT. Each Award of Performance
Shares and/or Performance Units shall be evidenced by an Award Agreement that
shall specify the initial value of such Performance Shares and/or Performance
Units, the time period during which preestablished performance goals must be met
(the "Performance Period"), the performance goals upon which payment of such
Performance Shares and/or Performance Units depends (the "Performance Goals"),
the number of Performance Shares and/or Performance Units awarded and such other
terms and conditions as the Committee may determine.
5
7.3. INITIAL VALUE OF PERFORMANCE SHARES/UNITS. The initial value of each
Performance Share shall equal the Fair Market Value of a Share on the
Performance Share's date of grant. The Committee shall establish the initial
value of each Performance Unit at the time of grant.
7.4. DURATION OF PERFORMANCE SHARES/UNITS AWARDS. Each Award of Performance
Shares and/or Performance Units shall expire at the end of the applicable
Performance Period, without payment of the Performance Shares or Performance
Units, if the Performance Goals established for that Performance Period have not
been achieved during such Performance Period.
7.5. SATISFACTION OF PERFORMANCE GOALS. The Committee shall determine at
the end of each Performance Period if, and the extent to which, the applicable
Performance Goals have been achieved.
7.6. PAYMENT OF PERFORMANCE SHARES/UNITS. As soon as practicable after the
end of a Performance Period, if the applicable Performance Goals for that
Performance Period have been achieved (as determined by the Committee pursuant
to Section 7.5), the Company shall deliver to a Participant payment for such
Participant's Performance Shares and/or Performance Units in an amount
determined, as specified in such Participant's Performance Share or Performance
Unit Award Agreement, on the last day of the Performance Period by reference to
the achievement of the applicable Performance Goals. The Committee may permit a
Participant to elect payment of the aggregate value of such Participant's
Performance Shares and/or Performance Units in cash or in Shares of equivalent
value or in some combination thereof, subject to the availability of Shares to
the Company. If, and to the extent that, dividends with respect to Shares are
declared during the Performance Period, the Committee may direct payment of
dividend equivalents to a Participant in an amount equal to the dividends that
such Participant would receive if such Participant's Performance Shares were
Shares; provided, however, that such dividend equivalents shall be subject to
the same restrictions as apply to dividends payable with respect to Restricted
Stock pursuant to Section 8.4.
7.7. TERMINATION OF EMPLOYMENT. Each Participant's Performance Share or
Performance Unit Award Agreement shall set forth if, and the extent to which,
the Participant shall have the right to receive payment of Performance Shares
and/or Performance Units following termination of the Participant's employment
with the Company or any of its Subsidiaries. Such terms and conditions shall be
determined in the sole discretion of the Committee, need not be uniform among
all Performance Share and/or Performance Unit Awards and may reflect
distinctions based on the reasons for termination of employment.
7.8. NONTRANSFERABILITY OF PERFORMANCE SHARES/UNITS. Except as otherwise
provided in a Participant's Performance Share or Performance Unit Award
Agreement, (a) all rights with respect to Performance Shares and/or Performance
Units shall be exercisable during a Participant's lifetime only by the
Participant or, in the event of the Participant's legal incapacity, by the
Participant's legal guardian or representative acting in a fiduciary capacity on
behalf of the Participant under state law or court supervision, and (b) no
Performance Shares or Performance Units may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.
ARTICLE 8. RESTRICTED STOCK
8.1. GENERAL. Subject to the provisions of the Plan, the Committee may
award Restricted Stock to a Participant at any time and from time to time in
such number and upon such terms and conditions as the Committee may determine.
8.2. RESTRICTED STOCK AWARD AGREEMENT. Each Award of Restricted Stock shall
be evidenced by an Award Agreement that shall specify the restrictions that
limit transferability of the Restricted Stock and create a substantial risk of
forfeiture (the "Restrictions"), the time period during which such Restrictions
apply (the "Period of Restriction"), the number of Shares of Restricted Stock
awarded and such other terms and conditions as the Committee may determine
(which may, but are not required to, include a stipulated purchase price for
each Share of Restricted Stock).
8.3. ISSUANCE OF SHARES OF RESTRICTED STOCK. Certificates representing
Restricted Stock shall be issued on the Restricted Stock's date of grant in the
name of each Participant to whom the Committee awards such
Restricted Stock. Certificates so issued shall be retained by the Company or its
designee during the applicable Period of Restriction.
8.4. DIVIDENDS AND VOTING RIGHTS DURING PERIOD OF RESTRICTION. During the
applicable Period of Restriction, each Participant to whom the Committee has
awarded Restricted Stock may receive regular cash dividends, if any, paid with
respect to the Restricted Stock; provided, however, that the Committee may apply
any restrictions to such dividends that the Committee deems appropriate. In the
event that any dividend constitutes a "derivative security" or an "equity
security" within the meaning of Rule 16(a) of the General Rules and Regulations
promulgated under the Exchange Act, such dividend shall be subject to a period
of restriction equal to the remaining Period of Restriction applicable to the
Restricted Stock with respect to which the dividend has been paid. Each
Participant to whom the Committee has awarded Restricted Stock may exercise full
voting rights during the Period of Restriction with respect to the Shares of
such Restricted Stock.
8.5. LAPSE OF RESTRICTIONS. Restrictions on Restricted Stock shall lapse at
such time(s) and in such manner and subject to such conditions as the Committee
shall in each instance determine, which need not be the same for each Award or
for each Participant. Restricted Stock shall become freely transferable by the
Participant upon the lapse of all Restrictions on such Restricted Stock.
8.6. TERMINATION OF EMPLOYMENT. Each Participant's Restricted Stock Award
Agreement shall set forth if, and the extent to which, Restrictions on a
Participant's Restricted Stock shall lapse following termination of the
Participant's employment with the Company or any of its Subsidiaries. Such terms
and conditions shall be determined in the sole discretion of the Committee, need
not be uniform among all Restricted Stock Awards and may reflect distinctions
based on the reasons for termination of employment.
8.7. NONTRANSFERABILITY OF RESTRICTED STOCK. Except as otherwise provided
in a Participant's Restricted Stock Award Agreement, (a) all rights with respect
to Restricted Stock shall be available during a Participant's lifetime only to
the Participant or, in the event of the Participant's legal incapacity, to the
Participant's legal guardian or representative acting in a fiduciary capacity on
behalf of the Participant under state law or court supervision, and (b) no
Restricted Stock may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution, during the applicable Period of Restriction.
ARTICLE 9. STOCK APPRECIATION RIGHTS
9.1. GENERAL. Subject to the provisions of the Plan, the Committee may
award SARs to a Participant at any time and from time to time in such number and
upon such terms and conditions as the Committee may determine.
9.2. SAR AWARD AGREEMENT. Each Award of an SAR shall be evidenced by an
Award Agreement that shall specify the grant price of the SAR, the duration of
the SAR, the number of Shares to which the SAR pertains and such other terms and
conditions as the Committee may determine. The Award Agreement also shall
specify whether the SAR is a Freestanding SAR or a Tandem SAR.
9.3. GRANT PRICE. The grant price for each Award of a Freestanding SAR
shall equal the Fair Market Value of a Share on the Freestanding SAR's date of
grant. The grant price for each Award of a Tandem SAR shall equal the Option
Price of the related Option.
9.4. DURATION OF SARS. Each SAR shall expire at such time as the Committee
shall determine at the time of grant; provided, however, that no SAR shall be
exercisable later than the 10th anniversary of such SAR's date of grant and
provided, further, that a Tandem SAR awarded in connection with an ISO shall
expire no later than the date of expiration of the related ISO.
9.5. EXERCISE OF SARS. Each SAR shall be exercisable at such time(s) and in
such manner and subject to such conditions as the Committee shall in each
instance determine, which need not be the same for each Award or for each
Participant. A Tandem SAR may be exercised for all or part of the Shares subject
to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option;
provided, however, that a Tandem SAR may be exercised only with respect to the
Shares with respect to which its related Option is then exercisable and
provided, further, that a Tandem SAR awarded in connection with an ISO may be
exercised only when the Fair Market Value of the Shares subject to the related
ISO exceeds the ISO's Option Price.
9.6. PAYMENT OF SHARES OR PROCEEDS. As soon as practicable after exercise
of an SAR, the Company shall deliver to the Participant payment in an amount
equal to the aggregate appreciation in value of the Shares with respect to which
the SAR was exercised, such appreciation to be measured by the difference
between the aggregate fair market value of such Shares on the date of exercise
and the aggregate grant price; provided, however, that with respect to a Tandem
SAR awarded in connection with an ISO, the value of the amount payable upon
exercise of the Tandem SAR may not exceed 100 percent (100%) of the difference
between the Option Price of the related ISO and the Fair Market Value of the
Shares subject to the related ISO at the time the Tandem SAR is exercised. The
Committee may permit a Participant to elect payment of the aggregate
appreciation in cash or in Shares of equivalent value or in some combination
thereof, subject to the availability of Shares to the Company.
9.7. TERMINATION OF EMPLOYMENT. Each Participant's SAR Award Agreement
shall set forth if, and the extent to which, the Participant shall have the
right to exercise the SAR following termination of the Participant's employment
with the Company or any of its Subsidiaries. Such terms and conditions shall be
determined in the sole discretion of the Committee, need not be uniform among
all SAR Awards and may reflect distinctions based on the reasons for termination
of employment.
9.8. NONTRANSFERABILITY OF SARS. Except as otherwise provided in a
Participant's SAR Award Agreement, (a) all SARs shall be exercisable during a
Participant's lifetime only by the Participant or, in the event of the
Participant's legal incapacity, by the Participant's legal guardian or
representative acting in a fiduciary capacity on behalf of the Participant under
state law or court supervision, and (b) no SAR may be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.
ARTICLE 10. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
10.1. GENERAL. Awards and Shares issued or transferred pursuant to Awards
shall be subject to all applicable laws, rules and regulations and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
10.2. RESTRICTIONS ON SHARES. The Committee may impose such restrictions,
including restrictions on transferability, on Awards and/or Shares issued or
transferred pursuant to any Award as the Committee may deem advisable,
including, without limitation, restrictions under United States federal
securities laws or other applicable securities laws, under the requirements of
any securities exchange or market upon which such Shares are then listed and/or
traded and/or under any blue sky or state securities laws applicable to such
Shares.
10.3. RESTRICTIONS ON INSIDERS. With respect to Insiders, transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3 of the General Rules and Regulations promulgated under the Exchange Act.
To the extent any provision of the Plan or action by the Committee fails to so
comply, such provision or action shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
ARTICLE 11. DEFERRALS
The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant under the Plan. If any such deferral
election is required or permitted, the Committee shall establish rules and
procedures for such payment deferrals.
ARTICLE 12. ADMINISTRATION
12.1. DESIGNATION OF COMMITTEE. The Plan shall be administered by a
committee consisting of not fewer than two Non-Employee Directors, each of whom
qualifies as an "outside director" within the meaning of Code Section 162(m),
which committee shall be the Compensation Committee of the Board (provided that
its members so qualify) unless the Board specifically appoints a different
committee to administer the Plan.
12.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions of the Plan, the Committee shall have full power and authority, in
its sole discretion, to (a) select Participants from among all eligible
Employees and determine the nature, amount, terms and conditions of Awards in a
manner consistent with the Plan; (b) make Awards to Participants; (c) construe
and interpret the Plan and any agreement or instrument entered into under the
Plan; (d) adopt, amend, waive or rescind such rules and regulations as the
Committee may deem appropriate for the proper administration or operation of the
Plan; (e) subject to the provisions of Article 13, amend the terms and
conditions of any outstanding Award to the extent such terms and conditions are
within the discretion of the Committee as provided in the Plan; and (f) make all
other determinations and take all other actions as may be necessary, appropriate
or advisable for the administration or operation of the Plan. As permitted by
law, the Committee may delegate its authority, or any part thereof, as it deems
necessary, appropriate or advisable for proper administration or operation of
the Plan; provided, however, that no such delegation shall be permitted if, and
to the extent that, such delegation would cause an Award designed to qualify for
the Performance-Based Exception to fail to so qualify.
12.3. DECISIONS BINDING. All determinations, interpretations, decisions or
other actions made or taken by the Committee pursuant to the provisions of the
Plan and all related orders and resolutions of the Board shall be final,
conclusive and binding for all purposes and upon all persons, including without
limitation the Company, its stockholders, Employees, Participants, and
Participants' estates and beneficiaries.
ARTICLE 13. AMENDMENT, ADJUSTMENT AND TERMINATION
13.1. AMENDMENT AND TERMINATION. Subject to Section 13.3, the Board may at
any time, and from time to time, in its sole discretion alter, amend, suspend or
terminate the Plan in whole or in part for any reason or for no reason;
provided, however, that no amendment or other action that requires stockholder
approval in order for the Plan to continue to comply with applicable law shall
be effective unless such amendment or other action shall be approved by the
requisite vote of stockholders of the Company entitled to vote thereon.
13.2. ADJUSTMENT OF AWARDS. Subject to Section 13.3, the Committee may make
adjustments to Awards and in the terms and conditions of, and the criteria
included in, Award Agreements in recognition of (a) unusual or nonrecurring
events (including, without limitation, the events described in Section 3.3)
affecting the Company or the financial statements of the Company, and/or (b)
changes in applicable laws, regulations or accounting principles whenever the
Committee determines that such adjustments are appropriate; provided, however,
that no such adjustment shall be made or authorized to the extent that such
adjustment or authority would cause any Award designed to qualify for the
Performance-Based Exception to fail to so qualify.
13.3. AWARDS PREVIOUSLY GRANTED. No alteration, amendment, suspension or
termination of the Plan shall adversely affect in any material way any Award
previously made under the Plan without the written consent of the affected
Participant; provided, however, that the Committee may modify, without a
Participant's consent, any Award previously made to a Participant who is a
foreign national or employed outside the United States to recognize differences
in local law, tax policy or custom.
ARTICLE 14. MISCELLANEOUS
14.1. NO RIGHTS TO EMPLOYMENT. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate the employment of any
Employee, whether or not a Participant, at any time; nor shall anything in the
Plan be deemed to create or confer upon any Employee, whether or not a
Participant, or other individual, any rights to employment of any kind or nature
whatsoever for any period of time or at any
particular rate of compensation, including, without limitation, any right to
continue in the employ of the Company.
14.2. NO RIGHTS TO PARTICIPATION. No Employee, whether or not a
Participant, or other individual shall have any right to be selected to receive
an Award or, having been so selected, to be selected to receive a future Award;
nor shall anything in the Plan be deemed to create or confer upon any Employee,
whether or not a Participant, or other individual any such right.
14.3. WITHHOLDING. The Company shall have the power and the right to deduct
or withhold from any amount to be paid to any Participant or beneficiary
hereunder, or require such a Participant or beneficiary to remit to the Company,
an amount sufficient to satisfy any federal, state and/or local taxes, domestic
or foreign, required by applicable law or regulation to be withheld with respect
to any taxable event arising as a result of the Plan. The Committee may permit a
Participant or beneficiary to elect to satisfy the withholding requirement, in
whole or in part, by surrendering to the Company (either directly or through its
designee) a portion of the Shares issued or transferred to the Participant under
the Plan. To the extent that a Participant meets any withholding obligation by
surrendering Shares, the Shares so surrendered shall be credited against any
such withholding obligation at the fair market value per Share on the date of
such surrender; provided, however, that any such election by an Insider shall be
subject to express approval by the Committee if such approval is then required
by Rule 16b-3 of the General Rules and Regulations promulgated under the
Exchange Act. All withholding elections shall be irrevocable, made in writing
and signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee deems appropriate.
14.4. DESIGNATION OF BENEFICIARY. A Participant may designate a beneficiary
or beneficiaries (who may be named contingently or successively) who, in the
event of the Participant's death prior to payment, exercise or lapse of
restrictions with respect to any Awards to such Participant, shall be entitled
to exercise any unexercised Options or SARs, receive any Restricted Stock and
receive payment of any CAPP Award, Performance Shares and/or Performance Units,
subject in each case to the terms and conditions of the Participant's Award
Agreement, as applicable. Any such beneficiary designation shall be made by the
Participant in writing (on the appropriate form as provided by the Company) and
shall automatically revoke all prior designations by such Participant. The
Participant may, at any time and from time to time, change or revoke such
designation. A beneficiary designation, or revocation of a prior beneficiary
designation, will be effective only if it is signed by the Participant and
received by the Company prior to the Participant's death. If the Participant
does not designate a beneficiary or all beneficiaries die prior to payment,
exercise or lapse of restrictions with respect to an Award, the Participant's
estate shall be the beneficiary. If a beneficiary dies after at least partial
payment, exercise, or lapse of restrictions with respect to an Award, the
beneficiary's estate shall be the beneficiary of any remaining payments or
unexercised rights.
14.5. SUCCESSORS. All obligations of the Company under the Plan with
respect to Awards shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
14.6. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
though the illegal or invalid provision had not been included.
14.7 APPROVAL BY STOCKHOLDERS. Notwithstanding any other provision of the
Plan to the contrary, under no circumstances shall any Award to a Named
Executive Officer, or to an individual whom the Committee considers likely to
become a Named Executive Officer, be made under the Plan on or after the date of
the first annual meeting of the Company's stockholders following the Effective
Date unless the Company's stockholders approve the material terms of the Plan at
such meeting.
14.8. GOVERNING LAW. To the extent not preempted by United States federal
law or other comparable law, the Plan and all agreements hereunder, including
Award Agreements, shall be construed in accordance with and governed by the laws
of the State of Texas.
10
<PAGE>
<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 28,1997,
on our audits of the consolidated financial statements of Associates
First Capital Corporation and Subsidiaries as of December 31, 1996
and 1995, and for the years ended December 31, 1996, 1995, and 1994,
appearing in the Annual Report on Form 10-K of Associates First
Capital Corporation.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
April 7, 1997
<PAGE>
Exhibit 24
POWERS 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, Kevin P. Hegarty 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 20th day of February, 1997.
<TABLE>
<C> <C>
/s/ Keith W. Hughes /s/ Harold D. Marshall
- ------------------------ -----------------------------
Name: Keith W. Hughes Name: Harold D. Marshall
Title: Chairman of the Board, Title: Director
Principal Executive Officer
Director
/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/ H. James Toffey, Jr.
- ------------------------ --------------------------
Name: John M. Devine Name: H. James Toffey, Jr.
Title: Director Title: Director
/s/ Roy A. Guthrie /s/ Kenneth Whipple
- ------------------ -----------------------------
Name: Roy A. Guthrie Name: Kenneth Whipple
Title: Executive Vice President Title: Director
Chief Financial Officer
(Principal Financial Officer)
/s/ Kevin P. Hegarty
- ------------------------
Name: Kevin P. Hegarty
Title: Senior Vice President,
Comptroller and Principal
Accounting officer
</TABLE>
