SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SEPTEMBER 6, 2000 (SEPTEMBER 5, 2000)
Date of Report (Date of Earliest Event Reported)
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 2-44197 06-0876639
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
250 E. CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of Principal Executive Office) (Zip Code)
(972) 652-4000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein that are not historical facts
are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Actual results may differ materially from those
included in the forward-looking statements. Forward-looking statements are
typically identified by words or phrases such as "believe," "expect,"
"anticipate," "intend," "estimate," "may increase," "may fluctuate," and
similar expressions or future or conditional verbs such as "will," "should,"
"would," and "could." These forward-looking statements involve risks and
uncertainties including, but not limited to, global economic conditions, the
satisfaction of all conditions precedent to Citigroup's acquisition of
Associates (including shareholder and various regulatory approvals) and the
performance of Citigroup's businesses following the pending acquisition of
Associates.
ITEM 5. OTHER EVENTS.
On September 5, 2000, Associates First Capital Corporation and
Citigroup Inc. announced that they have entered into a definitive agreement
(the "Merger Agreement") pursuant to which Associates will merge with and
into Citigroup. The transaction has been approved by the Boards of
Directors of both the Associates and Citigroup. Pursuant to the Merger
Agreement, Associates common stockholders will receive .7334 of a share of
Citigroup's common stock for each share of Associates common stock that
they own, for a total value of approximately $30.9 billion.
The transaction is expected to be completed by prior to the end of 2000.
It is subject to various regulatory approvals, including under the Hart-Scott-
Rodino Antitrust Improvements Act and the approval by certain insurance,
banking and similar regulatory authorities, and approval by stockholders of
Associates. The merger will be a tax-free exchange and will be accounted for
on a "pooling of interests" basis. The joint press release is being filed as
Exhibit 99.01 to this Form 8-K and is incorporated by reference in its
entirety.
ITEM 7. EXHIBITS.
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
2.01 Agreement and Plan of Merger between Citigroup
Inc. and Associates First Capital Corporation,
dated as of September 5, 2000
99.01 Joint Press Release, dated September 6, 2000,
issued by Citigroup Inc. and Associates First
Capital Corporation
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/Frederic C. Liskow
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Name: Frederic C. Liskow
Title: Assistant Secretary
Date: September 6, 2000
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.01 Agreement and Plan of Merger between Citigroup Inc. and
Associates First Capital Corporation, dated as of
September 5, 2000
99.01 Joint Press Release, dated September 5, 2000, issued by
Citigroup Inc. and Associates First Capital Corporation
