Intent on beefing up its southeastern franchise, Dallas-based Associates First Capital Corp. said it has agreed to purchase all 77 branches and $1.2 billion in receivables from Fleet Financial Group's troubled consumer finance unit.

Analysts hailed it as "an excellent deal" for Associates First, which is 81% owned by the Ford Motor Co. Terms were not disclosed, but published reports put the price at about $100 million.

Associates is "a very disciplined purchaser of assets, and their discipline requires that a deal meet pretty strict return-on-investment hurdles" of about 20%, said Lehman Brothers analyst Michael Millman.

Atlanta-based Fleet Finance has been a burden to its parent company, losing $148.5 million over the past four years.

A Fleet Financial spokesman said the bank took a $112 million after-tax charge to earnings in last year's fourth quarter to cover the sale of the consumer finance unit and other nonperforming assets.

Associates First, the nation's second-largest consumer finance company, after GE Capital, has $41 billion of assets. Consumer finance - half in home equity loans - accounts for about 70% of the company's receivables. Associates spokesman Frederick Stern said Fleet Finance's 77 branches "will fit very comfortably" into Associates' organizational structure.

Fleet Finance operates in seven southeastern states where various units of Associates First already have a presence. But Mr. Stern said the Fleet Finance offices do not generally overlap with Associates First branches.

Associates First offers various consumer credit products through a number of separate subsidiaries, including Associates Financial Services, First Family Financial Services, and Allied Finance Co. Mr. Stern said the Fleet Finance branches will be distributed among the Associates and Family First networks.

The $1.2 billion of Fleet Finance receivables, on the other hand, will be split up between these subsidiaries and a centralized home equity subsidiary known as Ford Consumer Credit, Mr. Stern said.

Because Associates First purchased Fleet Finance's performing loans only, Fleet Financial will work out the remaining credits at its centralized collection center in Atlanta. Fleet Financial spokesman Jim Mahoney said he could not estimate the size of the remaining portfolio, because "it's a moving target."

Fleet Financial, which is struggling to integrate two major bank acquisitions in the Northeast, announced in January that it planned to sell the consumer finance unit. In the early 1990s, that unit was savaged by a wave of class-action litigation and adverse publicity related to high-interest rates on home equity loans made to poor homeowners.

Fleet Financial settled the major litigation in December 1993 for $115 million and announced various low-interest loan programs for low-income homebuyers. But the consumer finance subsidiary never returned to profitability.

"Fleet has had nothing but bad luck with this thing," said analyst George A. Bicher, with Alex. Brown & Sons Inc. "While it's not news that this thing was on the block, it's certainly going to be happy news to investors that they could sell it."

The acquisition of Fleet Finance is only the latest is a series of recent deals for Associates First. Last month, Associates First paid $875 million for the vehicle-leasing and management division of USL Capital Corp., which is also a Ford subsidiary.

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