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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event) August 11, 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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Reference is made to the Current Report on Form 8-K filed by Associates
First Capital Corporation on August 11, 1998 (the "Form 8-K"). Pursuant to
Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Form 8-K
is hereby amended and restated to read in its entirety as follows:
Item 5. Other Events.
On August 11, 1998, Associates First Capital Corporation
(the "Company") announced it has entered into a definitive agreement to
purchase the assets and assume the liabilities of Avco Financial Services,
Inc. The acquisition is subject to regulatory approvals. A copy of the news
release dated August 11, 1998 issued by the Company is attached as
Exhibit 20 and incorporated by reference herein.
The Company has also disclosed the following information about the
proposed transaction:
* The Company believes that, in light of the following
factors, the acquisition should be slightly
accretive to earnings per share, not later than
the fourth quarter of 1999.
* The Company plans to take a pretax charge to its
earnings of approximately $100 million in 1998,
related to the transition and restructuring of the
combined branch network and home office expenses.
* The Company expects to attain realizable annual
pre-tax cost savings of approximately $200 million
by 2000 through a combination of reduction in home
office expense overhead and rationalization of the
combined branch networks.
* The Company expects to finance the acquisition
initially through the issuance of debt, and
thereafter to refinance a portion through the
issuance of a combination of common stock, hybrid
securities and securitizations.
The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 (the "1995 Act").
The 1995 Act provides a "safe harbor" for forward-looking statements to
encourage companies to provide information without fear of litigation so
long as those statements are identified as forward-looking and are
accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those
projected. Although the Company does not anticipate that it will make
forward-looking statements as a general policy, the Company will make
forward-looking statements as required by law or regulation, and from time
to time may make such statements with respect to management's estimation
of the future operating results and business of the Company.
The Company hereby incorporates into this report by reference to its
Form 10-K for the year ended December 31, 1997 the cautionary statements
found on pages 27-28 of such Form 10-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
20 - News Release by Associates First Capital Corporation
dated August 11, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/ Michael J. Forde
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Michael J. Forde
Assistant Secretary
Date: August 11, 1998
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[LOGO]
FOR IMMEDIATE RELEASE
Media: (972) 652-4522
Securities Analysts: (972) 652-7294
[email protected]
Shareholders: 1-888-NYSE-AFS
THE ASSOCIATES ANNOUNCES ACQUISITION
OF AVCO FINANCIAL SERVICES
DALLAS, August 11, 1998 Associates First Capital
Corporation (NYSE:AFS) announced today it has agreed to acquire
the assets and assume the liabilities of Avco Financial Services,
Inc., a wholly-owned subsidiary of Textron Inc. (NYSE:TXT), for
$3.9 billion. The purchase price equates to approximately 3.3 times
book value. The acquisition is subject to regulatory approvals.
Avco is a global, diversified financial services company
with approximately $8.9 billion in assets, 8,000 employees, 1,265
branches and 2.5 million customers. Its product offerings
include real estate, retail sales finance and consumer loans,
equipment, inventory and vendor finance and credit and
collateral-related insurance. Avco has the fourth largest U.S.
consumer branch network and a significant international presence
with offices in Canada, Australia, the United Kingdom, New
Zealand, France, Hong Kong, Spain, Ireland, India and Sweden.
"Avco is a strong, sound business that provides an excellent
strategic complement to our operations," said Keith W. Hughes,
chairman and chief executive officer of The Associates. "Avco's
extensive network of operations gives us a presence in a number
of new international arenas, while strengthening our position in
existing core markets. Avco is a quality company with a
talented and experienced management team and excellent employee
base."
"Avco has been a strong, consistent contributor to Textron,"
said Textron President and Chief Executive Officer Lewis B.
Campbell. "We are delighted that Avco is joining the global
leader in diversified finance. Together, these two companies
will realize enhanced growth opportunities around the world."
(Continued)
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Page 2
With the acquisition of Avco, The Associates will have
approximately $72 billion in managed receivables, operations in
16 countries and more than 18 million customers worldwide.
Associates First Capital Corporation is a leading diversified
finance company providing consumer and commercial finance,
leasing and related services worldwide. Headquartered in Dallas,
it is one of the nation's 100 largest companies, based on total
market capitalization.
This news release contains certain forward-looking
statements. The factors which may cause future results to
differ materially from expectations are discussed in the form
10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
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