UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
________________
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 1-3950
A. Full title of the plan and the address of the plan:
Associates Savings and
Profit-Sharing Plan
250 Carpenter Freeway, Irving, Texas 75062-2729
B. Name of issuer of the securities held pursuant to the plan and address
of its principal executive office:
Associates First Capital Corporation
250 East Carpenter Freeway, Irving, Texas 75062-2729
<PAGE>
Required Information
Page(s)
Report of Independent Accountants
Financial Statements and Schedules
Statement of Net Assets Available for Benefits
December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1998
Notes to Financial Statements
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998
Item 27d - Schedule of Reportable Transactions for the
year ended December 31, 1998
Exhibits
Exhibit 23 - Consent of PricewaterhouseCoopers LLP, filed
with this Report.
Signature
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Qualified Plan Committee has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
July 13, 1999 By /s/ John W. Lee
Qualified Plan Committee Member
The financial statements and schedules for the Associates Savings and
Profit-Sharing Plan, included in this Annual Report on Form 11-K, have been
prepared in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
<PAGE>
Report of Independent Accountants
To the Board of Directors
of Associates First Capital Corporation:
We have audited the accompanying financial statements of net assets available
for benefits of the Associates Savings and Profit-Sharing Plan as of December
31, 1998 and 1997 and the related statement of changes in net assets available
for benefits for the year ended December 31, 1998. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we Plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for
benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1998, and reportable
transactions for the year ended December 31, 1998 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, as amended. The
supplemental schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dallas, Texas
July 13, 1999
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
ASSETS
<S> <C> <C>
Investments - NOTE 3
Interest Bearing Cash $ 983,683 $ 303,252
Money market Regulated Investment Company
(at fair market value) 90,411,465 76,393,238
Regulated Investment Companies
(at fair market value) 291,793,273 227,186,919
Common stock (at fair market value) 68,269,727 37,126,933
Loans to participants 26,301,433 23,353,464
------------ -------------
477,759,581 364,363,806
Employer contributions receivable 22,268,129 19,674,080
------------ ------------
Net assets available for benefits $500,027,710 $384,037,886
============ ============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
1998
Additions ----
<S> <C>
Contributions:
Employer 28,259,422
Participants 37,610,237
Dividend and interest income 25,835,762
Net appreciation in fair value of
investments 58,919,817
Other 1,875
-------------
Total additions 150,627,113
Deductions
Benefits paid to participants 34,637,289
------------
Increase in assets available for
benefits 115,989,824
Net assets available for benefits:
Beginning of year 384,037,886
------------
End of year $500,027,710
============
The accompanying notes are an integral
part of the financial statements.
<PAGE>
NOTE 1 - DESCRIPTION OF THE PLAN
General
The Associates Savings and Profit-Sharing Plan (the "Plan") is a defined
contribution Plan intended to provide assistance in accumulating personal
savings for retirement. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), applicable to
defined contribution pension Plans. The Plan is designed to be qualified
under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended. The Plan received a favorable determination letter dated February
23, 1996 from the Internal Revenue Service, approving the Plan as a qualified
Plan with a related tax-exempt trust. A detailed description of the Plan is
contained in the Plan document.
Certain qualified Plans have been merged into the Plan from time to time
pursuant to transactions in which other entities have been acquired by
Associates First Capital Corporation ("First Capital") or its subsidiaries.
The Plan is administered by a committee (the "Committee") appointed by the
board of directors of First Capital.
Prior to April 7, 1998 First Capital was a majority indirect-owned subsidiary
of Ford Motor Company ("Ford"). On April 7, 1998, Ford completed a spin-off of
its 80.7% interest in First Capital through a tax-free distribution in the
form of a dividend of First Capital shares to Ford common and class B
stockholders. Effective with the distribution, First Capital became a fully
independent company.
Participants with assets in the Ford Stock Fund under the Plan at the close of
business on March 12, 1998, received an allocation of units of the Associates
Stock Fund under the Plan following the spin-off distribution on April 7,
1998. Each participant's allocation was based on the participant's
proportionate investment in the Ford Stock Fund at the close of business on
March 12, 1998. As a result of the spin-off distribution, a total of 89,126
shares of First Capital's Class A common stock were received by the Trustee on
behalf of Plan participants and allocated to the Associates Stock Fund.
The Ford Stock Fund was frozen to new contributions or investments effective
February 17, 1998, and will be liquidated on December 31, 1999. Any
participant investments remaining in the Ford Stock Fund on December 31, 1999,
will be moved automatically to the Fidelity Retirement Money Market Portfolio.
Fidelity Management Trust Company (the "Trustee") holds the Plan's assets in
trust. Participants direct the investments for their accounts among
investment options now available under the Plan. First Capital may, but is
not required to, pay all Trustee fees and the majority of administrative
expenses.
Basis of Presentation
Certain prior-period amounts have been reclassified to conform to the current
period presentation.
Eligibility and Contributions
Full-time employees of First Capital over the age of 25 become participants in
the plan on their date of employment. Full-time employees under the age of 25
become participants in the Plan with regard to profit-sharing contributions on
their first day of employment and become participants in the Plan with regard
to other contributions (pre-tax, post-tax and matching) as of the earlier of
completion of one year of "eligibility service" (as defined in the Plan) or
attainment of age 25. Part-time employees become participants in the Plan
with regard to Profit-sharing contributions as of the first day of the year in
which they complete more than 1,000 hours of service(as defined in the Plan).
Participants may elect to contribute a portion of their annual compensation on
a pre-tax or post-tax basis (or a combination of both) up to a maximum of 12%
of their covered compensation (subject to limitations for highly compensated
employees). First Capital matches participants' contributions up to 6% of
their covered compensation at the rate of 50%. In addition, First Capital may
make profit-sharing contributions to the Plan as the board of directors of
First Capital determines. For the years ended December 31, 1998 and 1997,
discretionary profit-sharing contributions were $22,268,129 and $19,674,080,
respectively.
Forfeitures
Forfeitures, which occur when a participant who is not fully vested terminates
employment, are used to (1) restore amounts previously forfeited by
participants but required to be reinstated upon resumption of employment,
subject to certain limitations and conditions, (2) pay First Capital's
matching contributions and discretionary profit-sharing contributions, (3) pay
Plan expenses not paid by First Capital, or (4) correct an error made in
allocating amounts to participant accounts or resolve any claim filed under
the Plan in accordance with the terms of the Plan. Total forfeitures for 1998
and 1997 were $8,222,703 and $4,153,373, respectively.
Investment Participation
Participant and employer contributions are invested in accordance with the
participant's election in one or more of several investment programs made
available under the Plan.
The investment program options are the same for all contributions made to the
Plan. Participants may change the composition of their share of net assets
and their allocation percentage in each program at any time during the
calendar year. The estimated number of participants with a share of net
assets at December 31, 1998 and 1997 by investment program is as follows:
</TABLE>
<TABLE>
<CAPTION>
December 31
1998 1997
----- -----
<S> <C> <C>
Fidelity Puritan Fund 4,026 4,114
Fidelity Magellan Fund 6,260 5,908
Fidelity Intermediate Bond Fund 1,788 2,666
Fidelity Retirement Money Market Portfolio 12,957 12,090
Ford Stock Fund 1,291 1,806
Asset Manager Fund 1,593 1,688
Templeton Fidelity Foreign Fund 1,184 1,264
Associates Stock Fund 4,762 2,891
Fidelity Growth and Income Portfolio 3,442 1,708
Fidelity Blue Chip Growth Fund 3,181 2,291
Fidelity Aggressive Growth Fund** 2,400 2,045
Spartan U.S. Equity Index Portfolio* 2,202 1,676
* In 1997 Fund Name was "Fidelity U.S. Equity Index Portfolio."
** In 1997 Fund Name was "Fidelity Emerging Growth Fund."
</TABLE>
At December 31, 1998 and 1997, 18,856 and 17,712 respectively participants
held assets in the Plans.
Earnings for each investment program are allocated based on participants'
daily balances within that investment program.
Investment Programs
Fidelity Puritan Fund - Puritan Fund is a growth and income fund. It seeks to
maximize income, consistent with preservation of capital, by investing in a
broadly diversified portfolio of domestic and foreign common stocks, preferred
stocks and bonds, including lower-quality, high-yield debt securities.
Dividend amounts will vary. The Fund's share price and return may fluctuate.
Fidelity Magellan Fund - Magellan Fund is a growth fund. It seeks long-term
capital appreciation by investing in the stocks of both well-known and
lesser-known companies with above-average growth potential and a
correspondingly higher level of risk. Securities may be of foreign, domestic
and multinational companies. The Fund's share price and return may fluctuate.
Fidelity Intermediate Bond Fund - Intermediate Bond Fund is an income fund. It
seeks a high level of current income by investing primarily in
investment-grade fixed income obligations rated Baa or better by Moody's or
BBB or better by Standard & Poor's, including corporate bonds, mortgage
securities, bank obligations and U.S. government and agency securities. The
Fund's dollar-weighted average maturity ranges between three and ten years.
The Fund's share price and return may fluctuate.
Fidelity Retirement Money Market Portfolio - Retirement Money Market Portfolio
is a money market fund. It seeks as high a level of current income as is
consistent with the preservation of principal and liquidity. It invests in
high-quality, short-term money market securities of U.S. and foreign issuers.
While the Portfolio seeks to maintain a $1.00 share price, there is no
assurance that it will be able to do so. An investment in the Portfolio is
not insured or guaranteed by the U.S. government. The Portfolio's yield may
fluctuate. Retirement Money Market Portfolio is a relatively conservative,
low-risk investment.
Ford Stock Fund - The Ford Stock Fund invests primarily in Ford common stock
with a small percentage of the Fund held in money market investments for
liquidity purposes. The value of the Ford Stock Fund is affected by general
economic conditions as well as factors specifically related to Ford. Because
the Fund invests primarily in Ford common stock, it does not offer the
diversification or portfolio management that Regulated Investment Companies
provide and, as a result, its value may fluctuate more than Regulated
Investment Companies.
The Ford Stock Fund was frozen to new contributions or investments effective
February 17, 1998, and will be liquidated on December 31, 1999. Any
participant investments remaining in the Ford Stock Fund on December 31, 1999,
will be moved automatically to the Fidelity Retirement Money Market Portfolio.
Fidelity Asset Manager Fund - Asset Manager Fund is an asset allocation fund.
It seeks high total return with reduced risk over the long term by allocating
its assets among domestic and foreign equities (including emerging markets
which involve greater risks), bonds and short-term instruments. In order to
achieve its investment objective, the Fund may gradually shift its assets
among and across these groups, within defined ranges, based on the current
outlook of the various markets. Dividend amounts may vary. The Fund will
allocate its assets within the following investment parameters: 10-60% in
stocks, 20-60% in bonds and 0-70% in short-term instruments. Over the long
term, the Fund's allocation will generally fluctuate around a neutral mix of
40% stocks, 40% bonds and 20% short-term instruments. The Fund's share price
and return may fluctuate.
Templeton Foreign Fund A - Templeton Foreign is an international growth fund.
The goal of this Fund is to increase the value of investments over the long
term through capital growth. This Fund invests primarily in common stocks,
and it may purchase securities in any foreign country, developed or
developing. Foreign investments involve greater risks and may offer greater
potential returns than U.S. investments. Share price and return will vary.
These risks include political and economic uncertainties of foreign countries,
as well as the risk of currency fluctuations.
Associates Stock Fund - The Associates Stock Fund invests primarily in shares
of First Capital's Class A common stock, $.01 par value, with a small
percentage of the Fund held in short-term investments for liquidity purposes.
The value of the Associates Stock Fund is affected by general economic
conditions as well as factors specifically related to First Capital. Because
the Fund invests primarily in the First Capital's Class A common stock, it
does not offer the diversification or portfolio management that Regulated
Investment Companies provide and, as a result, its value may fluctuate more
than the Regulated Investment Companies.
Fidelity Growth and Income Portfolio - Growth and Income Portfolio is a growth
and income fund. The goal of this Fund is to provide high total return from a
combination of current income and capital growth. This Fund invests primarily
in U.S. and foreign stocks, focusing on those that pay current dividends and
show potential earnings growth. This Fund may also invest in bonds.
Fidelity Blue Chip Growth Fund - Blue Chip Growth is a growth fund. The goal
of this Fund is to increase the value of investments over the long term
through capital growth. This Fund invests primarily in common stocks of
well-known and established companies that are generally considered industry
leaders. This Fund may also invest in companies the Fund's manager believes
are positioned to become "blue chips" of the future.
Fidelity Aggressive Growth Fund - Emerging Growth is a growth fund. The goal
of this Fund is to increase the value of investments over the long term
through capital growth. This Fund invests primarily in stocks of small and
medium-sized developing companies that the Fund's manager believes have the
potential to grow rapidly in earnings or revenues. Such stocks may be subject
to abrupt or erratic price changes. A redemption fee of .75% is charged if a
shareholder sells his/her shares within 90 days after purchase.
Spartan U.S. Equity Index Portfolio - U.S. Equity Index Portfolio is a growth
and income fund. The goal of this Fund is to duplicate the composition and
total return of the Standard & Poor's Composite Index of 500 Stocks. This
Fund invests primarily in the 500 companies that compose the S&P 500.
Vesting
Participants are fully vested at all times in their before-tax and post-tax
elective contributions and in earnings on those contributions. Balances
transferred from certain predecessor Plans and rollovers from other qualified
Plans are typically also fully vested. Participants become vested in First
Capital's matching contributions made on their behalf, and in earnings
thereon, at a rate of 20% for each year of service. Participants become 100%
vested in First Capital Corporation's discretionary profit sharing
contributions after five years of service. Additionally, participants become
100% vested in First Capital's matching and discretionary profit-sharing
contributions made on their behalf, and in earnings thereon, when they meet
the Plan's retirement requirements, become disabled and eligible for long-term
disability benefits, die, or cease participation due to termination of the
Plan.
Benefits
A participant's total account balance is paid to the participant in accordance
with the terms of the Plan in either installments or a lump sum upon
retirement or disability or in a lump sum upon termination of employment. If
the participant's vested balance is greater than $5,000 the participant may
elect to defer the distribution until the age of 65. Upon a participant's
death while actively employed, the total account balance is paid to the
participant's beneficiary in a lump sum. In lieu of receiving lump-sum
payments, participants may directly rollover their vested account balances to
other qualified Plans or individual retirement accounts.
Rollovers
Participants receiving a lump sum distribution from another qualified Plan
may, within the time provided under the Internal Revenue Code, make a rollover
contribution to the Plan if approved by the Committee. In addition, if the
Committee approves, the Plan may accept a direct rollover of an eligible
rollover distribution from another qualified retirement Plan. Rollover
contributions do not qualify for matching contributions by First Capital.
Withdrawals
Pursuant to Plan provisions, participants may make withdrawals from their
accounts prior to termination of employment, retirement, disability or death.
In general, withdrawals are limited to the following options: 1) Subject to
certain rules, participants may make a withdraw of employee provided after tax
contributions proportionately from each fund. 2) Participants may make a
withdrawal from pre-tax contributions (but not from the related earnings)
prior to age 591/2 in the event of financial hardship (i.e., excess medical
expenses, tuition payments, purchase of a primary residence, or imminent
eviction or foreclosure). Proof of the financial hardship must be submitted
to the Committee or its designee for approval. 3) Participants over the age
591/2 can make withdrawals from pre-tax and after-tax contributions subject to
certain rules.
Loans to Participants
The Committee or its designee may authorize a loan or loans from the Plan to
participants. Participant loans are limited to 50% of a participant's vested
interest up to the maximum specified by a Plan formula; however, the minimum
loan request is $500. At December 31, 1998 and 1997, the Plan had loans
receivable from participants amounting to $26,301,433 and $23,353,464,
respectively. These loans bear interest at prime plus 1%, payable in
semi-monthly or weekly installments up to 60 months (except for loans used to
purchase primary residences), and are collateralized by the participants'
vested interest in the Plan. At December 31, 1998, interest rates on loans
ranged from 6% to 12.5%. Loans for primary residence mortgages may be paid
back over 25 years. Repayment of loan amounts, including interest, are
payroll deducted and allocated to participant accounts consistent with
investment elections.
Participant Accounts
Each participant's account is credited with the participant's contributions
and allocations of First Capital's matching and profit sharing contributions,
as applicable, and Plan earnings. Plan administrative expenses are paid
primarily by First Capital. Allocations are based on the participant's
contribution to the Plan compensation, as defined in the Plan, or account
balances, as applicable. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
Asset Values and Number of Shares
The number of shares and the asset value per share by investment within the
investment program of the Plan at December 31, 1998 and 1997 are as follows
(shares in thousands):
<TABLE>
<CAPTION>
December 31
1998 1997
Number of Value Per Number of Value Per
Shares Share Shares Share
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity Puritan Fund 2,616 $ 20.07 2,550 $ 19.38
Fidelity Magellan Fund 878 120.82 850 95.27
Fidelity Intermediate Bond
Fund 1,482 10.27 1,306 10.17
Fidelity Retirement Money
Market Portfolio 90,411 1.00 76,393 1.00
Ford Stock Fund 170 58.69 267 48.69
Fidelity Asset Manager Fund 931 17.39 847 18.35
Templeton Foreign Fund 612 8.39 611 9.95
Associates Stock Fund 1,376 42.38 339 71.13
Fidelity Growth and Income
Portfolio 731 45.84 575 38.10
Fidelity Blue Chip Growth Fund 460 50.39 331 39.46
Fidelity Aggressive Growth Fund 609 31.77 530 23.75
Spartan U.S. Equity Index
Portfolio 470 43.96 404 34.98
</TABLE>
Plan Termination
Although it has not expressed any intention to do so, First Capital has the
right to terminate the Plan. Upon termination, First Capital and the
Committee will direct the Trustee to distribute the assets of the Plan to
participants in accordance with the terms of the Plan. In the event of
termination of the Plan, all participants will become fully vested in their
accounts.
Risk and Uncertainties
The Plan provides for various investment options in a variety regulated
investments. Investment securities are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and
that such changes could materially affect participants' account balances and
the amounts reported in the statement of net assets available for Plan
benefits.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Investments
Investments in common stock are accounted for as of the trade date and are
valued at quoted market prices. Investments in Regulated Investment Companies
are valued at fair value as determined by each investment manager based on the
fair value of the underlying securities.
Loans to participants are carried at the original loan principal balance less
principal repayments.
Dividend and interest income are recognized as earned.
The Plan presents, in the statement of changes in net assets available for
benefits, the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Contributions
Contributions to the Plan from employees and matching contributions from First
Capital and participating subsidiaries are recorded in the period that payroll
deductions are made from Plan participants' earnings. Discretionary
profit-sharing contributions to the Plan from First Capital and participating
subsidiaries are recorded for the Plan year with respect to which such
profit-sharing contributions are made.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits at the
date of the financial statements and the reported amounts of changes in net
assets available for benefits during the reporting period. Actual results
could differ from those estimates.
<PAGE>
NOTE 3 - FINANCIAL INFORMATION BY FUND
<TABLE>
<CAPTION>
P/F M/F
-- ---
(a) (b)
<S> <C> <C>
Net Assets available
for benefits at
December 31, 1997 $ 50,955,228 $ 83,960,592
------------- -------------
Contributions
Employer 2,736,485 5,293,867
Participants 3,329,104 6,596,182
Dividend and Interest Income 5,738,209 5,464,384
Net appreciation/(depreciation)
in fair value of investments 2,229,313 21,695,539
Benefits paid to participants (3,813,076) (5,836,097)
Other 28,327 59,012
Transfer among investment
programs and forfeitures (6,560,786) (6,993,460)
Loans made, net of
principal payments (610,632) (1,291,953)
------------- -------------
Increase in assets available
for benefits 3,076,944 24,987,474
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 54,032,172 $ 108,948,066
============= =============
Investments at fair market value
Interest Bearing Cash $ $
Money market fund
Regulated Investment Company 52,494,655 106,038,893
Common stock
Loans to participants
Employer contributions
receivable 1,537,517 2,909,173
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 54,032,172 $ 108,948,066
============= =============
</TABLE>
<TABLE>
<CAPTION>
IB/F RMM/P
---- -----
(c) (d)
<S> <C> <C>
Net Assets available
for benefits at
December 31, 1997 $ 13,751,289 $ 85,432,572
------------- -------------
Contributions
Employer 823,522 8,173,385
Participants 995,449 10,514,776
Dividend and Interest Income 946,903 4,921,866
Net appreciation/(depreciation)
in fair value of investments 123,637
Benefits paid to participants (1,350,480) (12,048,649)
Other 6,226 68,991
Transfer among investment
programs and forfeitures 506,266 6,625,126
Loans made, net of
principal payments (114,212) (1,649,936)
Increase in assets available
for benefits 1,937,311 16,605,559
-------------- -------------
Net assets available for
benefits at December 31, 1998 $ 15,688,600 $ 102,038,131
============= ==============
Investments at fair market value
Interest Bearing Cash $ $
Money market fund 90,411,465
Regulated Investment Company 15,222,883
Common stock
Loans to participants
Employer contributions
receivable 465,717 11,626,666
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 15,688,600 $ 102,038,131
============= =============
</TABLE>
<TABLE>
<CAPTION>
FS/F AM/F
---- ----
(e) (f )
<S> <C> <C>
Net Assets available
for benefits at
December 31, 1997 $ 13,061,811 $ 16,120,759
------------- -------------
Contributions
Employer 45,890 1,021,962
Participants 122,552 1,279,683
Dividend and Interest Income 336,069 3,025,864
Net appreciation/(depreciation)
in fair value of investments 9,318,306 (599,742)
Benefits paid to participants (614,901) (1,505,405)
Other (327,847) 8,318
Transfer among investment
programs and forfeitures (11,524,045) (2,436,122)
Loans made, net of
principal payments (372,639) (142,713)
-------------- -------------
Increase in assets available
for benefits (3,016,615) 651,845
-------------- -------------
Net assets available for
benefits at December 31, 1998 $ 10,045,196 $ 16,772,604
============== =============
Investments at fair market value
Interest Bearing Cash $ 76,011 $
Money market fund
Regulated Investment Company 16,197,565
Common stock 9,969,185
Loans to participants
Employer contributions
receivable 575,039
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 10,045,196 $ 16,772,604
============= =============
</TABLE>
<TABLE>
<CAPTION>
T/F ASF/F
-----
(g) (h)
<S> <C> <C>
Net Assets available
for benefits at
December 31, 1997 $ 6,397,530 $ 25,856,235
------------- -------------
Contributions
Employer 588,445 2,928,448
Participants 749,477 4,302,187
Dividend and Interest Income 570,232 242,813
Net appreciation/(depreciation)
in fair value of investments (806,743) 8,997,446
Benefits paid to participants (381,670) (1,604,340)
Other 6,556 77,806
Transfer among investment
programs and forfeitures (1,674,902) 20,665,745
Loans made, net of
principal payments 3,278 (770,265)
------------- -------------
Increase in assets available
for benefits (945,327) 34,839,840
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 5,452,203 $ 60,696,075
============= =============
Investments at fair market value
Interest Bearing Cash $ $ 907,672
Money market fund
Regulated Investment Company 5,137,820
Common stock 58,300,542
Loans to participants
Employer contributions
receivable 314,383 1,487,861
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 5,452,203 $ 60,696,075
============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GI/F BC/F
(i ) (j )
<S> <C> <C>
Net Assets available
for benefits at
December 31, 1997 $ 23,098,549 $ 13,917,224
------------- -------------
Contributions
Employer 2,261,692 1,668,031
Participants 3,150,319 2,456,322
Dividend and Interest Income 1,869,647 968,362
Net appreciation/(depreciation)
in fair value of investments 5,218,417 4,481,571
Benefits paid to participants (1,926,805) (961,633)
Other 22,053 18,151
Transfer among investment
programs and forfeitures 1,158,095 1,556,670
Loans made, net of
principal payments (166,820) (118,800)
------------- -------------
Increase in assets available
for benefits 11,586,598 10,068,674
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 34,685,147 $ 23,985,898
============== =============
Investments at fair market value
Interest Bearing Cash $ $
Money market fund
Regulated Investment Company 33,520,256 23,160,057
Common stock
Loans to participants
Employer contributions
receivable 1,164,891 825,841
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 34,685,147 $ 23,985,898
============== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AG/F SUSE/F
(k) (l )
<S> <C> <C>
Net Assets available
for benefits at
December 31, 1997 $ 13,303,164 $ 14,829,469
------------- -------------
Contributions
Employer 1,383,616 1,334,079
Participants 1,956,953 2,157,233
Dividend and Interest Income 1,270,955 480,458
Net appreciation/(depreciation)
in fair value of investments 4,364,101 3,897,972
Benefits paid to participants (884,893) (1,191,422)
Other 16,147 18,135
Transfer among investment
programs and forfeitures (1,257,198) (66,222)
Loans made, net of
principal payments (114,301) (116,061)
------------- -------------
Increase in assets available
for benefits 6,735,380 6,514,172
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 20,038,544 $ 21,343,641
============= =============
Investments at fair market value
Interest Bearing Cash $ $
Money market fund
Regulated Investment Company 19,342,552 20,678,592
Common stock
Loans to participants
Employer contributions
receivable 695,992 665,049
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 20,038,544 $ 21,343,641
============= =============
</TABLE>
<TABLE>
<CAPTION>
PL
(m) Total
<S> <C> <C>
Net Assets available
for benefits at
December 31, 1997 $ 23,353,464 $ 384,037,886
------------- -------------
Contributions
Employer 28,259,422
Participants 37,610,237
Dividend and Interest Income 25,835,762
Net appreciation/(depreciation)
in fair value of investments 58,919,817
Benefits paid to participants (2,517,918) (34,637,289)
Other 1,875
Transfer among investment
programs and forfeitures 833
Loans made, net of
principal payments 5,465,054
------------- -------------
Increase in assets available
for benefits 2,947,969 115,989,824
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 26,301,433 $ 500,027,710
============== =============
Investments at fair market value
Interest Bearing Cash $ $ 983,683
Money market fund 90,411,465
Regulated Investment Company 291,793,273
Common stock 68,269,727
Loans to participants 26,301,433 26,301,433
Employer contributions
receivable 22,268,129
------------- -------------
Net assets available for
benefits at December 31, 1998 $ 26,301,433 $ 500,027,710
============= =============
(a) Fidelity Puritan Fund
(b) Fidelity Magellan Fund
(c) Fidelity Intermediate Bond Fund
(d) Fidelity Retirement Money Market Portfolio
(e) Ford Stock Fund
(f) Fidelity Asset Manager Fund
(g) Templeton Foreign Fund
(h) Associates Stock Fund
(i) Fidelity Growth & Income Portfolio
(j) Fidelity Blue Chip Growth Fund
(k) Fidelity Aggressive Growth Fund
(l) Spartan U. S. Equity Index Portfolio
(m) Participant Loans
</TABLE>
NOTE 4 - SUBSEQUENT EVENT
During the fourth quarter of 1998, First Capital acquired The Northland
Company and SPS Transaction Services, Inc. ("SPS"). SPS Payment Systems Inc.
and Hurley State Bank, both wholly-owned subsidiaries of First Capital were
also purchased during the fourth quarter of 1998. In addition, during the
first quarter of 1999 First Capital purchased the assets of and assumed the
liabilities of Avco Financial Services, Inc.
The assets of the respective defined contribution plans of these entities were
contributed to the Plan during 1999.
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
(In Thousands)
<TABLE>
<CAPTION>
Identity of Description Maturity Rate of Fair Market
Issuer of Investment Date Interest Cost Value
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest Bearing Cash Interest
Bearing Cash N/A 5.6% $ 984 $ 984
Fidelity Puritan
Fund* Regulated N/A N/A 45,370 52,495
Investment Company
Fidelity Magellan
Fund* Regulated N/A N/A 74,764 106,039
Investment Company
Fidelity Intermediate
Bond Fund* Regulated N/A N/A 15,123 15,223
Investment Company
Fidelity Retirement Money Market
Money Market Portfolio* N/A Various 90,411 90,411
Ford Stock Fund* Common Stock N/A N/A 4,198 9,969
Fidelity Asset Manager Regulated N/A N/A 15,559 16,198
Investment Company
Templeton Foreign Fund* Regulated N/A N/A 6,101 5,138
Investment Company
Associates Stock Fund* Common Stock N/A N/A 44,603 58,300
Fidelity Growth & Income
Portfolio* Regulated N/A N/A 26,276 33,520
Investment Company
Fidelity Blue Chip Growth
Fund* Regulated N/A N/A 17,785 23,160
Investment Company
Fidelity Aggressive Growth
Fund* Regulated N/A N/A 16,104 19,343
Investment Company
Spartan U.S. Equity
Index Portfolio* Regulated N/A N/A 15,026 20,679
Investment Company
Associates Savings
and Profit-Sharing Loans to
Plan* Participants,
Net of Various 6% to 12.5% - 26,301
Principal
Payments ------- ---------
Total $372,304 $477,760
======== ========
* Denotes party in interest
</TABLE>
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollar Amounts In Thousands)
<TABLE>
<CAPTION>
Fair
Market
Cost Value
Identity Purchase Selling of of Net
of Issuer Description of Asset Price Price Asset Asset Gain
(a) (Loss)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Puritan Regulated Investment Company
Fund
Purchased $16,063 in a
series of 252 transactions. 16,063 16,063 16,063
Sold $15,217 in a series
of 252 transactions. $15,217 13,417 15,217 $1,800
Fidelity Magellan Regulated Investment Company
Fund
Purchased $29,971 in a
series of 252 transactions. 29,971 29,971 29,971
Sold $26,683 in a series
of 252 transactions. 26,683 22,207 26,683 4,476
Ford Stock Fund Unitized Stock fund
Purchased $6,142 in a
series of 250 transactions. 6,142 6,142 6,142
Sold $18,475 in a series
of 250 transactions. 18,475 14,204 18,475 4,271
Associates
Stock Fund Unitized Stock Fund
Purchased $71,260 in a
series of 253 transactions. 71,260 71,260 71,260
Sold $45,432 in a series
of 252 transactions. 45,432 41,448 45,432 3,984
Fidelity Growth & Growth & Income Fund
Income Portfolio
Purchased $16,994 in a
series of 252 transactions. 16,994 16,994 16,994
Sold $10,626 in a series
of 250 transactions. 10,626 9,311 10,626 1,315
Fidelity Retirement Money Market Fund
Money Market
Portfolio Purchased $85,096 in a
series of 256 transactions. 85,096 85,096 85,096
Sold $71,078 in a series
of 252 transactions. 71,078 71,078 71,078 -0-
Spartan US Equity Growth and Income
Index Portfolio
Purchased $13,037 in a
series of 252 transactions. 13,037 13,037 13,037
Sold $10,420 in a series
of 248 transactions. 10,420 9,488 10,420 932
_________
(a) Represents the asset's fair market value at the purchase date for reportable transactions
and the asset's fair market value at the date of sale for sell reportable transactions.
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of First Capital on Form S-8 (File No. 333-9215 and
File No. 33-50087) of our report dated June 13, 1999, on our
audits of the consolidated financial statements and financial
statement schedules of Associates Savings and Profit-Sharing Plan
as of December 31, 1998 which report is in this Annual Report on
Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dallas, Texas
July 13, 1999
