Filed by Citigroup Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 in respect of
Associates First Capital Corporation
Commission File No. 2-44197
In connection with the proposed transaction, Citigroup will file a registration
statement on Form S-4 with the Securities and Exchange Commission. Investors and
security holders are advised to read the registration statement when it becomes
available because it will contain important information. Investors and security
holders may obtain a free copy of the registration statement (when available)
and other documents filed by Citigroup with the SEC at the SEC's web site at
http://www.sec.gov. Free copies of the registration statement (when available)
and other documents filed by Citigroup with the SEC may also be obtained from
Citigroup by directing a request to Citigroup Inc., 153 East 53rd Street, New
York NY 10043, Attention: Treasurer (212-559-1000).
# # #
September 6, 2000
ALL CITIFINANCIAL EMPLOYEES
Today it was announced that Citigroup will acquire Associates First Capital
Corporation in a tax-free merger. The transaction was unanimously approved by
the Boards of Directors of both companies, and it is expected to add to
Citigroup's earnings in the first year of operation.
The Associates is the largest publicly traded finance company in the U.S., with
managed assets of more than $100 billion and shareholders' equity of $10.3
billion and 2,750 offices in the U.S. and 13 other countries. Citigroup is the
pre-eminent global financial services company, with assets of more than $791
billion and shareholders' equity of $51 billion, offering an unparalleled range
of financial products and services to customers in more than 100 countries.
This transaction, which we expect to close by year end, will accelerate our
consumer financial services expansion globally and will position us as the
market leader in the consumer finance industry.
CitiFinancial has built a very successful business through its focus on
customers, employees, and operations. Through flawless execution, we have
continuously demonstrated our ability to implement our business strategy, which
sets us apart from others.
Over the next few months, a great deal of work has to go into how to use the
opportunities represented by this acquisition to further improve the franchise
-- for customers and employees. As in the past, a number of you will be called
upon to help in this process.
In the meantime, we have a business to run and targets to meet and customers to
satisfy! Each of you has worked very hard to make this year a success for
CitiFinancial. Let's continue the hard work in the months ahead.
This is truly an exciting time for our Company and will solidify CitFinancial's
future years in the industry.
Mike Knapp
President and CEO
# # #
To: Senior Management
From: Sandy Weill
Date: September 6, 2000
Re: Citigroup Acquires Associates
Bob Willumstad appointed to lead transition
-------------------------------------------
This morning we've announced our intention to purchase the Associates, a
premier, global lending company and I have asked Bob Willumstad to lead the
transition. Bob will work Keith Hughes, Chairman and Chief Executive Officer of
Associates and Roy Guthrie, Senior Executive Vice President and Chief Financial
Officer of Associates, to assure a smooth transition. The Associates is the
largest publicly traded finance company in the U.S., with managed assets of more
than $100 billion and shareholder's equity of $10.3 billion and 2,750 offices in
the U.S. and 13 other countries. Following consummation of the transaction,
Associates shareholders will own approximately 10% of Citigroup's common shares.
This transaction, which will be accretive to Citigroup earnings by at least $.10
per share in the first year of combined operation, accelerates our consumer
financial services expansion globally. In one step, we catapult our
international earnings in these rapidly growing segments by more than 40%. We
are particularly excited about The Associates' strong presence in Japan, where
it is the fifth largest consumer finance company, and in Europe, where it has
more than 700,000 customers. In addition, this transaction further increases our
base of recurring and predictable earnings, strengthens our position in the
credit card business, consumer and commercial finance business domestically and
will expand our commercial leasing business.
Citigroup has a long history of effectively integrating businesses, retaining
the best from every company while assuring our standards become the norm.
Because of our focus on providing quality products and services that serve
customer needs and build long-term relationships between our company and
consumers, our consumer finance operations are very well regarded. We are
excited about the prospects for the combined operation.
Bob Willumstad, Vice Chairman of the Global Consumer Group, will lead the
integration team. Please be sure that ALL communications between the two
companies be coordinated through him. As you might imagine, much hard work lies
ahead to assure a smooth and proper transition. Bob has been our lead on many
acquisitions the most recent being the Credit Card Business of AT&T, where his
efforts resulted in outstanding financial outcomes and an extremely motivated
team of new Citigroupers. He will soon be putting together a team of senior
level leaders to facilitate integration and ensure our shareholders receive a
fabulous new addition to Citigroup.
Please cooperate with Bob in every way, as his efforts are critical to our
success.
