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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): OCTOBER 29, 1996
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NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-12392 58-977458
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(Address of Principal Executive Offices)
404-728-2000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
National Data Corporation (the "Company") is filing this Current Report on
Form 8-K so as to file with the Securities and Exchange Commission certain items
that are to be incorporated by reference into its Registration Statement
No. 333-13653, as well as to file amendments to the Company's Certificate of
Incorporation and certain material contracts.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits:
3.1 Certificate of Amendment to Certificate of Incorporation of the
Registrant, dated October 28, 1996.
3.2 Amended Certificate of Designations of the Registrant, dated
October 28, 1996.
4.1 Form of Indenture between the Company and The First National Bank
of Chicago, as Trustee, relating to the Company's ___% Convertible
Subordinated Notes due 2003.
4.2 Form of the Company's ___% Convertible Subordinated Note due 2003
(included in the Form of Indenture filed as Exhibit 4.1 hereto).
5 Opinion of Alston & Bird relating to the Company's ___% Convertible
Subordinated Notes due 2003.
10.1 Amendment No. 2 dated as of October 23, 1996, to the Credit
Agreement dated as of May 31, 1996, between the Company and
Wachovia Bank of Georgia, N.A., as Agent.
10.2 Amendment No. 1 dated as of October 23, 1996, to the Credit
Agreement dated as of July 16, 1996, between Global Payment Systems
LLC and The First National Bank of Chicago, as Agent.
SIGNATURES
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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.
National Data Corporation
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(Registrant)
Date: October 28, 1996 By: /s/ E. Michael Ingram
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E. Michael Ingram
General Counsel
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________
EXHIBITS
TO
CURRENT REPORT
ON
FORM 8-K
DATED: October 29, 1996
NATIONAL DATA CORPORATION
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INDEX TO EXHIBITS
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3.1 Certificate of Amendment to Certificate of Incorporation of the
Registrant, dated October 28, 1996.
3.2 Amended Certificate of Designations of the Registrant, dated
October 28, 1996.
4.1 Form of Indenture between the Company and The First National Bank
of Chicago, as Trustee, relating to the Company's ___% Convertible
Subordinated Notes due 2003.
4.2 Form of the Company's ___% Convertible Subordinated Note due 2003
(included in the Form of Indenture filed as Exhibit 4.1 hereto).
5 Opinion of Alston & Bird relating to the Company's ___% Convertible
Subordinated Notes due 2003.
10.1 Amendment No. 2 dated as of October 23, 1996, to the Credit
Agreement dated as of May 31, 1996, between the Company and
Wachovia Bank of Georgia, N.A., as Agent.
10.2 Amendment No. 1 dated as of October 23, 1996, to the Credit
Agreement dated as of July 16, 1996, between Global Payment Systems
LLC and The First National Bank of Chicago, as Agent.