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)
CITIGROUP INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9924 52-1568099
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of Principal Executive Office) (Zip Code)
(212) 559-1000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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. The actual results of Citigroup Inc. (the
"Company") 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,the Company and Associates First Capital
Corporation ("Associates") announced that they have entered into a
definitive agreement (the "Merger Agreement") pursuant to which Associates
will merge with and into the Company. The transaction has been approved by
the Boards of Directors of both the Company and Associates. Pursuant to the
Merger Agreement, Associates common stockholders will receive .7334 of a
share of the Company'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.
CITIGROUP INC.
By: /s/ Charles O. Prince, III
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Name: Charles O. Prince, III
Title: Chief Administrative
Officer and General Counsel
Date: September 6, 2000
CITIGROUP INC.
CURRENT REPORT ON FORM 8-K
REPORT DATED 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
