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PROXY
Exhibit 99.1
CLASS A COMMON STOCK
ASSOCIATES FIRST CAPITAL CORPORATION
P.O. BOX 660237, DALLAS, TEXAS 75266-0237
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby nominates and appoints Chester D. Longenecker
and Frederic C. Liskow, and each of them, proxies with full power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated hereon, all shares of Class A Common Stock of ASSOCIATES FIRST
CAPITAL CORPORATION which the undersigned is entitled to vote on all matters
that come before the Special Meeting of Stockholders to be held on November 21,
2000, and any adjournments thereof.
(Continued and to be signed on the reverse side)
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FOLD AND DETACH HERE
ASSOCIATES FIRST
CAPITAL CORPORATION
[THE ASSOCIATES LOGO]
SPECIAL MEETING OF STOCKHOLDERS - NOVEMBER 21, 2000 - 9:00 A.M., CENTRAL TIME
OMNI PARK WEST HOTEL - 1590 LBJ FREEWAY - FARMERS BRANCH, TEXAS 75234
VOTE BY TELEPHONE OR INTERNET
QUICK - EASY - IMMEDIATE
ASSOCIATES FIRST CAPITAL CORPORATION ENCOURAGES YOU TO TAKE ADVANTAGE OF TWO NEW
COST-EFFECTIVE AND CONVENIENT WAYS TO VOTE YOUR SHARES.
*OVER
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3000
[x] PLEASE MARK YOUR VOTE AS
IN THIS EXAMPLE.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL NO. 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 1.
1. PROPOSAL NO. 1 To approve and adopt the Agreement and Plan of Merger, dated
as of October 6, 2000, by and among Associates, Citigroup Inc. and AFS
Merger Sub, the merger of AFS Merger Sub, a subsidiary of Citigroup, with
and into Associates in accordance with the terms of the merger agreement and
the transactions contemplated by the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Do you plan on attending the Special Meeting of Stockholders on November 21,
2000?
YES NO
[ ] [ ]
Please sign exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or authorized person. If a partnership,
please sign in full partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
SIGNATURE(S) _______________________________________________ DATE _____, 2000
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FOLD AND DETACH HERE
You may now vote your proxy 24 hours a day, 7 days a week, using either a
touch-tone telephone or through the Internet. Your telephone or Internet vote
must be received by 12:00 midnight Dallas, Texas time on November 20, 2000.
Your telephone or Internet vote authorizes the proxies named on the above proxy
card to vote your shares in the same manner as if you marked, signed and
returned your proxy card.
VOTE BY PHONE: ON A TOUCH-TONE TELEPHONE, DIAL
1-877-PRX-VOTE (1-877-779-8683) FROM THE
U.S. AND CANADA OR DIAL 201-536-8073 FROM
OTHER COUNTRIES.
You will be asked to enter the Voter Control
Number located in the box just below the
perforation on the proxy card. Then follow
the instructions.
OR
VOTE BY INTERNET: POINT YOUR BROWSER TO THE WEB ADDRESS:
http://www.eproxyvote.com/afs
Click on the "PROCEED" icon. You will be
asked to enter the Voter Control Number
located in the box just below the
perforation on the proxy card. Then follow
the instructions.
OR
VOTE BY MAIL: Mark, sign and date your proxy card and
return it in the postage-paid envelope. If
you are voting by telephone or the Internet,
please do not mail your proxy card.
