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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event) April 20, 1998
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-0876639
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
2-44197
(Commission File Number)
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 652-4000
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Item 5. Other Events.
On April 20, 1998, Associates First Capital Corporation (the
"Registrant") announced it had entered into a definitive agreement to
purchase substantially all the assets of SPS Transaction Services, Inc.
The acquisition is subject to customary conditions, including regulatory
approval. A copy of the news release dated April 20, 1998 issued by the
Registrant is attached as Exhibit 20 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
20 - News Release by Associates First Capital Corporation
dated April 20, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/ Timothy M. Hayes
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Timothy M. Hayes
Assistant Secretary
Date: April 20, 1998
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[LOGO] THE ASSOCIATES
NEWS
Associates contacts
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News media:Joe Stroop Securities Analysts: (972) 652-7294
972-652-4743 [email protected]
Shareholders: 1-888-NYSE-AFS
SPS contacts
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News media: Jean Fargo Investors: Dave Rai
(847) 405-3953 (847) 405 4103
The Associates to Acquire Assets of SPS Transaction Services
DALLAS (April 20, 1998) Associates First Capital Corporation (NYSE: AFS) and
SPS Transactions Services, Inc., (NYSE: PAY) jointly announced today that The
Associates has agreed to acquire substantially all the assets of SPS, which
consist of the stock of its two operating subsidiaries, for approximately $896
million. The sale, which is subject to customary conditions, including certain
regulatory approval, has been approved by the directors of both companies.
SPS is a majority-owned indirect subsidiary of Morgan Stanley Dean Witter
& Co. (MSDW). Since MSDW will assume certain liabilities and obligations
incurred by SPS in connection with the sale, the per share price that will be
distributed to SPS public stockholders, which will be approximately $32, will
be greater than the per share price to be received by MSDW. The distribution
of the purchase price to the SPS public stockholders will be effected pursuant
to a merger of SPS with an indirect subsidiary of MSDW as soon as practical
after the closing of the sale of assets. The per share amount to be received
by the public stockholders will be set forth in the SPS proxy statement that
will be mailed to stockholders in connection with a special stockholders
meeting to vote upon the sale and the merger. A subsidiary of MSDW that owns
approximately 73.3 percent of all SPS outstanding stock has entered into a
voting agreement with The Associates to vote all of its shares of SPS in favor
of the purchase.
Holders of options to purchase SPS common stock who have not previously
exercised their options will receive in the merger an amount of cash per share
underlying such option equal to the amount, if any, by which the per share
purchase price paid in the merger to holders of SPS stock exceeds the exercise
price of the options.
The acquisition will provide The Associates with a substantial portfolio
of credit card receivables including private-label relationships with
market-leading corporations that have well-established brands and a range of
technology capabilities such as transaction processing, portfolio management
and inbound teleservices.
"This acquisition adds immediately to the size and capabilities of our
credit card operation and has potential to make significant contributions to
other of our businesses, as well. The possibilities for growth are
substantial," said Keith W. Hughes, chairman and chief executive officer of
The Associates. "We are acquiring a sound and profitable business with 4,500
talented employees, access to millions of new customers and a measurable
enhancement of our technology platform."
SPS, through its two principal subsidiaries SPS Payment Systems, Inc.
and Hurley State Bank manages a portfolio of private-label consumer and
commercial credit card relationships. Managed credit card receivables
outstanding at December 31, 1997 were $2.3 billion.
SPS processes credit card transactions, administers consumer private-label
credit card programs, processes commercial accounts receivable and handles
inbound teleservices. SPS net income for 1997 was $38.5 million on net
revenues of $347 million. The company's 4,500 employees operate from the
Riverwoods, Ill. headquarters and four service centers.
"We are very positive about our new relationship," said Robert L.
Wieseneck, president and chief executive officer of SPS. "We believe the
acquisition by The Associates, a leading diversified finance company, will
provide us with the opportunity to offer a wider variety of products services
to our clients and their customers."
Philip J. Purcell, chairman and chief executive officer of MSDW,
commented, "SPS has performed well, but in the year since the creation of
Morgan Stanley Dean Witter, we have developed a strategy that focuses more
directly on our core securities, asset management and general credit services
businesses."
Associates First Capital Corporation is a leading provider of consumer and
commercial financing, leasing and related services through 2,404 offices in
eight countries. Headquartered in Dallas, it has managed assets of more than
$63 billion and is one of the nation's 100 largest corporations, based on
market capitalization.
