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) May 27, 1999
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
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As previously announced, on January 6, 1999 Associates First Capital
Corporation ("First Capital" or the "Registrant") acquired the assets and
assumed the liabilities of Avco Financial Services, Inc. ("Avco"). Prior to
this transaction, Avco had the fourth largest U.S. consumer finance branch
network and well-established operations in international markets served by
First Capital including Canada, the United Kingdom and Puerto Rico. Avco also
provided the Registrant with access to new markets in Australia, Hong Kong,
France, Sweden, Spain, New Zealand, Ireland and India. Accordingly, the Avco
acquisition resulted in a significant change in the worldwide scope of the
audit related work to be performed by the Registrant's certifying accountant.
First Capital has historically engaged PricewaterhouseCoopers LLP ("PwC")
as its worldwide certifying accountant while Avco has historically engaged
Ernst & Young LLP ("E&Y"). As a result of the Avco acquisition, a process was
undertaken to review the Registrant's certifying accountant. Effective June
1, 1999, E&Y will replace PwC as First Capital's ongoing worldwide certifying
accountant. This change was recommended by management and approved by First
Capital's Board of Directors on May 27, 1999. The Registrant maintains a high
regard for PwC and is grateful for the work it has performed.
The reports of PwC for the past two years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Registrant's two most recent fiscal years and subsequent
interim periods preceding the date of this report there were no:
(i) disagreements between First Capital and PwC on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of PwC, would have caused them to
make reference to the subject matter of the disagreement or
disagreements in their reports on the financial statements for
such years.
(ii) reportable events involving PwC that would have required
disclosure under Item 304(a)(1)(v) of Section 304 of
Regulation S-K.
(iii) written or oral consultations between First Capital and E&Y
regarding either the specific application of accounting
principles or the type of audit opinion that might be rendered
on the Registrant's financial statements that was considered
an important factor by the Registrant in reaching a decision
as to an accounting, auditing or financial reporting issue,
or any matter that was the subject of a disagreement or a
reportable event.
The Registrant requested, and PwC has furnished, a letter addressed to the
Securities and Exchange Commission stating that PwC agrees with the above
statements that pertain to PwC. A copy of such letter, dated May 28, 1999, is
filed as Exhibit 16.1 to this Form 8-K.
ITEM 7. EXHIBITS.
Exhibit 16.1 -Letter of PricewaterhouseCoopers LLP regarding change
in certifying accountant.
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/ John F. Stillo
Executive Vice President and Comptroller
Date: May 28, 1999
EXHIBIT 16.1
PricewaterhouseCoopers LLP
May 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Associates First Capital Corporation
(copy attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Registrant's Form 8-K
dated May 28, 1999. We agree with the statements concerning our Firm in such
Form 8-K. We have no basis to agree or disagree with the Company's statements
regarding Ernst & Young LLP in the fourth paragraph of the Company's
disclosure.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
