AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2006
File No. 001-32903
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE WESTERN UNION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-4531180 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
THE WESTERN UNION COMPANY
12500 East Belford Avenue
Englewood, Colorado 80112
Telephone: (303) 967-6756
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
None
INTRODUCTORY NOTE
The combined financial statements and financial information of The Western Union Company included herein have been restated to reflect our conclusion that certain of our foreign exchange forward contracts did not qualify for cash flow hedge accounting. We believed the initial accounting treatment for certain of our foreign currency forwards treated as hedges properly reflected the intent and economics of the underlying transactions; however, the interpretations of how to apply Statement of Financial Accounting Standard No. 133,Accounting for Derivative Instruments and Hedging Activities(“SFAS No. 133”), and how to adequately provide documentation for such instruments so as to qualify for hedge accounting are very complex. Based on an evaluation of our initial hedge documentation, we have concluded that certain of our foreign exchange forward contracts do not qualify for cash flow hedge accounting since the initial documentation with respect to these instruments did not meet the technical requirements of SFAS No. 133. Therefore, the combined financial statements and financial information included herein have been restated to reflect any changes in the market value of these derivative instruments in the combined statements of income rather than in combined other comprehensive income (loss), a component of net investment in The Western Union Company. We have also restated our combined financial statements and financial information to reflect foreign currency translation adjustments of certain notes receivable from affiliates denominated in euros and changes in the market value of certain foreign currency swap agreements with First Data in the combined statements of income. These notes receivable and foreign currency swap agreements with affiliates will be settled in connection with the spin-off. The net effect of these adjustments was to increase net income by $29.2 million, decrease net income by $0.5 million and decrease net income by $5 million for the years ended December 31, 2005, 2004 and 2003, respectively, and these adjustments had no effect on total cash flows.
Further information relating to the restatement and the effect is more fully described in Note 1 to our historical combined financial statements under the caption “Financial Statement Restatement.”
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THE WESTERN UNION COMPANY
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE INTO FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “The Spin-Off,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business,” “Our Relationship with First Data After the Spin-Off,” “Where You Can Find More Information” and “Index to Combined Financial Statements and Schedule” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the section “Risk Factors” of the information statement. That section is incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Combined Financial Statements and Schedule” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section “Our Business—Properties and Facilities” of the information statement. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section “Ownership of Our Stock” of the information statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the sections “Our Management” and “Executive Compensation” of the information statement. Those sections are incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the section “Executive Compensation” of the information statement. That section is incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions.
The information required by this item is contained under the sections “Financing,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Relationship with First Data After the Spin-Off” and “Certain Relationships and Related Transactions” of the information statement. Those sections are incorporated herein by reference.
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Item 8. Legal Proceedings.
The information required by this item is contained under the section “Our Business—Legal Proceedings” of the information statement. That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections “Summary,” “The Spin-Off,” “Dividend Policy” and “Description of Our Capital Stock” of the information statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
On May 31, 2006 the registrant issued 100 shares of its common stock, par value $0.01 per share, to First Data Corporation for an aggregate consideration of $1.00 paid to the registrant by First Data Corporation. That issuance was not registered under the Securities Act of 1933, as amended, in reliance on the exemption provided by Section 4(2) of such Act.
Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections “Description of Our Capital Stock” and “Certain Anti-Takeover Effects of Provisions of Our Certificate of Incorporation and By-Laws” of the information statement. Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section “Limitation of Liability and Indemnification of Our Directors and Officers” of the information statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the sections “Summary,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Combined Financial Statements and Schedule” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 15. Financial Statements and Exhibits.
| (a) | Financial Statements |
The information required by this item is contained under the section “Index to Combined Financial Statements and Schedule” of the information statement. That section is incorporated herein by reference.
| (b) | Exhibits |
See below.
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The following documents are filed as exhibits hereto:
| Exhibit Number | Exhibit Description | ||
| 2.1 | Form of Separation and Distribution Agreement | ||
| 3.1 | Form of Amended and Restated Certificate of Incorporation of The Western Union Company | ||
| 3.2 | Form of Amended and Restated By-laws of The Western Union Company | ||
| 10.1 | * | Form of Tax Allocation Agreement | |
| 10.2 | Form of Employee Matters Agreement | ||
| 10.3 | Form of Transition Services Agreement | ||
| 10.4 | Form of Patent Ownership Agreement | ||
| 10.5 | Form of Retail Money Order Issuance and Management Services Agreement | ||
| 10.6 | Form of Western Union Company 2006 Long-Term Incentive Plan | ||
| 10.7 | * | Form of The Western Union Company Executive Severance Plan | |
| 10.8 | * | Form of Western Union Supplemental Retirement Plan | |
| 10.9 | Form of 2006 Non-Employee Director Equity Compensation Plan | ||
| 10.10 | Form of Director Indemnification Agreement | ||
| 10.11 | Employment Agreement, dated as of January 30, 2004, between Western Union Hong Kong Limited and Ian Marsh | ||
| 21.1 | Subsidiaries of The Western Union Company | ||
| 99.1 | Preliminary Information Statement of The Western Union Company dated August 28, 2006 | ||
| * | To be filed by amendment. | ||
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
THE WESTERN UNION COMPANY | ||||||||
| Date: August 28, 2006 | By: | /s/ CHRISTINA A. GOLD | ||||||
| Name: | Christina A. Gold | |||||||
| Title: | President and Chief Executive Officer | |||||||
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INDEX TO EXHIBITS
| Exhibit Number | Exhibit Description | ||
| 2.1 | Form of Separation and Distribution Agreement | ||
| 3.1 | Form of Amended and Restated Certificate of Incorporation of The Western Union Company | ||
| 3.2 | Form of Amended and Restated By-laws of The Western Union Company | ||
| 10.1 | * | Form of Tax Allocation Agreement | |
| 10.2 | Form of Employee Matters Agreement | ||
| 10.3 | Form of Transition Services Agreement | ||
| 10.4 | Form of Patent Ownership Agreement | ||
| 10.5 | Form of Retail Money Order Issuance and Management Services Agreement | ||
| 10.6 | Form of Western Union Company 2006 Long-Term Incentive Plan | ||
| 10.7 | * | Form of The Western Union Company Executive Severance Plan | |
| 10.8 | * | Form of Western Union Supplemental Retirement Plan | |
| 10.9 | Form of 2006 Non-Employee Director Equity Compensation Plan | ||
| 10.10 | Form of Director Indemnification Agreement | ||
| 10.11 | Employment Agreement, dated as of January 30, 2004, between Western Union Hong Kong Limited and Ian Marsh | ||
| 21.1 | Subsidiaries of The Western Union Company | ||
| 99.1 | Preliminary Information Statement of The Western Union Company dated August 28, 2006 | ||
| * | To be filed by amendment. | ||
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