<PAGE>
AS FILED ELECTRONICALLY WITH
THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1998
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
INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
Frederic C. Liskow, 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>
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<TABLE>
<S> <C> <C> <C> <C>
Class A Common Stock 1,000,000 $78.50 $78,500,000 $21,823
$.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 1998 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 November 27, 1998,
in accordance with Rule 457(c) under the Securities Act of 1933.
</FN>
</TABLE>
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.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to the 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 Pricewaterhouse Coopers LLP
**24 - Powers of Attorney.
- ----------------
* Filed with Registration Statement No. 333-24727 on April 18, 1997
** 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
2nd day of December, 1998.
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* Senior Executive Vice President,
(Roy A. Guthrie) Principal Financial Officer
and Director
John F. Stillo* Senior Vice President, Comptroller
(John F. Stillo) and Principal Accounting Officer
</TABLE>
December 2, 1998
<TABLE>
<C> <S> <C>
J. Carter Bacot* Director
(J. Carter Bacot)
Eric S. Dobkin* Director
(Eric S. Dobkin)
William M. Isaac* Director
(William M. Isaac)
H. James Toffey, Jr.* Director
(H. James Toffey, Jr.)
Harold D. Marshall* Director
(Harold D. Marshall)
</TABLE>
- ---------------------
<PAGE>
*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 Pricewaterhouse Coopers LLP
**24 - Powers of Attorney.
* Filed with Registration Statement No. 333-24727 on April 18, 1997
** Filed Herewith
</TABLE>
<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 20,1998,
on our audits of the consolidated financial statements of Associates
First Capital Corporation as of December 31, 1997 and 1996,
and for the years ended December 31, 1997, 1996, and 1995,
appearing in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ Pricewaterhouse Coopers LLP
PRICEWATERHOUSE COOPERS LLP
Dallas, Texas
December 2, 1998
<PAGE>
Exhibit 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or a director of ASSOCIATES FIRST CAPITAL CORPORATION (the
"Company"), which corporation proposes to file with the Securities and
Exchange Commission, Washington, D.C.,a Registration Statement on Form S-8
pursuant to the provisions of the Securities Act of 1933, as amended with
respect to shares of the Class A Common Stock of the Company, has made,
constituted and appointed and by these presents, does hereby make, constitute
and appoint ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D. LONGENECKER and TIMOTHY
M. HAYES, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments or post-
effective amendments thereto and any and all other documents to be signed and
filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D.
LONGENECKER and TIMOTHY M. HAYES, and each of them, full power and authority
to do and perform each and every act and thing whatsoever requisite and
necessary to be done in the premises, as fully, to all intents and purposes,
as he might or could do if personally present, hereby ratifying and confirming
in all respects all that said ROY A. GUTHRIE, JOHN F. STILLO, CHESTER D.
LONGENECKER and TIMOTHY M. HAYES, or any of them, as said attorneys, may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, each of the undersigned has subscribed his or her
name, this 27th day of August, 1998.
<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/ William M. Isaac
- ------------------------ --------------------------
Name: J. Carter Bacot Name: William M. Issac
Title: Director Title: Director
/s/ Eric S. Dobkin /s/ H. James Toffey, Jr.
- ------------------------ --------------------------
Name: Eric S. Dobkin Name: H. James Toffey, Jr.
Title: Director Title: Director
/s/ Roy A. Guthrie
- ------------------ /s/ John F. Stillo
Name: Roy A. Guthrie ------------------------
Title: Senior Executive Vice President, Name: John F. Stillo
Principal Financial Officer and Title: Senior Vice President,
Director Comptroller and
Principal Accounting
Officer
</TABLE>
