Filed by Citigroup Inc. and
Associates First Capital Corporation
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934 in respect of
Associates First Capital Corporation
Commission File No. 2-44197
For immediate release
Citigroup Inc. (NYSE symbol: C)
Associates First Capital Corporation (NYSE symbol: AFS)
October 6, 2000
CITIGROUP AND ASSOCIATES FIRST CAPITAL CORPORATION GRANTED
EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD
New York, NY, October 6, 2000 - Citigroup, Inc. (NYSE: C) and Associates First
Capital Corporation (NYSE: AFS; "Associates") today announced that the Federal
Trade Commission has informed them that early termination of the required
waiting period has been granted under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to the pending acquisition of Associates by
Citigroup.
The transaction, which is expected to close on or about year end, is subject to
approval by Associates shareholders and various international and domestic
regulatory authorities.
# # #
In connection with the proposed transaction, Citigroup filed a registration
statement on Form S-4 and Associates filed a proxy statement, each with the
Securities and Exchange Commission. Investors and security holders are advised
to read the registration statement and the proxy statement because they contain
important information. Investors and security holders may obtain a free copy of
the registration statement and the proxy statement and other documents filed by
Citigroup and Associates with the SEC at the SEC's web site at
http://www.sec.gov. Free copies of the registration statement 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). Free copies of the proxy statement and
other documents filed by Associates with the SEC may also be obtained from
Associates by directing a request to Associates First Capital Corporation, 250
East Carpenter Freeway, Irving TX 75062, Attention: General Counsel
(972-652-4000).
Associates and certain other persons referred to below may be deemed to be
participants in the solicitations of proxies of Associates' shareholders to
adopt the agreement providing for Citigroup's acquisition of Associates. The
participants in the solicitation may include the directors and executive
officers of Associates, who may have an interest in the transaction including as
a result of holding shares or options of Associates. A detailed list of the
names and interests of Associates' directors and executive officers is contained
in Associates proxy statement for its 2000 Annual Meeting, which may be obtained
without charge at the SEC's web site at http://www.sec.gov.
Citigroup (NYSE: C), the most global financial services company, provides some
100 million consumers, corporations, governments and institutions in over 100
countries with a broad range of financial products and services, including
consumer banking and credit, corporate and investment banking, insurance,
securities brokerage and asset management. The 1998 merger of Citicorp and
Travelers Group brought together such brand names as Citibank, Travelers,
Salomon Smith Barney, CitiFinancial and Primerica under Citigroup's trademark
red umbrella. Additional information may be found at www.citigroup.com
Associates, established in 1918, is a leading diversified finance company
providing consumer and commercial finance, leasing, insurance and related
services worldwide. Associates, headquartered in Dallas, has operations in the
United States and 14 international markets. For more information, visit
Associates Web site at www.theAssociates.com
Media: Leah Johnson 212-559-9446
Analysts: Sheri Ptashek 212-559-4658
