1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 2001
REGISTRATION NO. 333-67544
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASTERCARD INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<Table>
DELAWARE 7389 13-4172551
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER
</Table>
2000 PURCHASE STREET
PURCHASE, NEW YORK 10577
(914) 249-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT W. SELANDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MASTERCARD INTERNATIONAL INCORPORATED
2000 PURCHASE STREET
PURCHASE, NEW YORK 10577
(914) 249-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<Table>
NOAH J. HANFT, ESQ. VINCENT PAGANO, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL SIMPSON THACHER & BARTLETT
MASTERCARD INTERNATIONAL INCORPORATED 425 LEXINGTON AVENUE
2000 PURCHASE STREET NEW YORK, NEW YORK 10017
PURCHASE, NEW YORK 10577 (212) 455-2000
(914) 249-2000
</Table>
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective and after all
other conditions to the conversion and integration described herein have been
satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 is being filed solely for the purpose of filing
exhibits 10.5 and 10.6 which previously had been designated to be filed by
amendment. Accordingly, Part I, Information Required in the Prospectus, has not
been repeated in this filing.
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PART II:
ITEM 20: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of the corporation, because the person is or was a director,
officer, employee or an agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprises. That
indemnity may be against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and if, with respect to any criminal
action or proceeding, the person did not have reasonable cause to believe the
person's conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law provides, in
general, that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprises, against any expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
that person is fairly and reasonably entitled to be indemnified for these
expenses which the Court of Chancery or such other court shall deem proper.
Section 145(g) of the Delaware General Corporation Law provides, in
general, that a corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprises, against any liability asserted
against the person in any such capacity, or arising out of the person's status
as such, whether or not the corporation would have the power to indemnify the
person against that liability under the provisions of the law.
Article XII of the registrant's bylaws requires indemnification to the
fullest extent permitted under Delaware law of any person who is or was a
director, officer, employee or agent of the registrant who is or was involved or
threatened to be made so involved in any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was serving as a director, officer, employee or agent of the registrant or was
serving at the request of the registrant as a director, officer, employee or
agent of any other enterprise. The registrant has also obtained officer's and
directors' liability insurance which insures against liabilities that officers
and directors of the registrant in these capacities, may incur.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
company or its stockholders, (ii) for acts or omissions not in good faith or
which include intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (certain illegal
distributions), or (iv) for any transaction from which
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the director derives an improper personal benefit. Article Tenth of the
registrant's certificate of incorporation includes such a provision.
The foregoing statements are subject to the detailed provisions of Sections
145 and 102(b)(7) of the Delaware Corporation Law and Article XII of the bylaws
and Article Tenth of the certificate of incorporation of the registrant.
ITEM 21: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
*2.1 Share Exchange and Integration Agreement dated as of
, 2001 by and among MasterCard Incorporated,
MasterCard International Incorporated and Europay
International S.A.
*2.2 Form of Share Exchange Agreement to be entered among
MasterCard Incorporated, MasterCard International
Incorporated and each shareholder of Europay International
S.A.
*2.3 Agreement and Plan of Merger dated as of , 2001
by and among MasterCard International Incorporated,
MasterCard Incorporated and MasterCard Merger Sub, Inc.
2.4 Share Exchange Agreement dated as of , 2001 to
be entered among MasterCard Incorporated, MasterCard
International Incorporated and each shareholder of
MasterCard/Europay U.K. Limited
2.5 Trust Deed dated as of , 2001 relating to the
Class B Common Stock of MasterCard Incorporated
*3.1(a) Amended and Restated Certificate of Incorporation of
MasterCard Incorporated.
*3.1(b) Amended and Restated Bylaws of MasterCard Incorporated.
*3.2(a) Amended and Restated Certificate of Incorporation of
MasterCard International Incorporated.
*3.2(b) Amended and Restated Bylaws of MasterCard International
Incorporated.
4 Form of MasterCard International Incorporated Note Purchase
Agreement, dated as of June 30, 1998, regarding $80,000,000
of 6.67% Subordinated Notes due June 30, 2008.
5 Opinion of Simpson Thacher & Bartlett as to the legality of
the securities being registered.
8 Opinion of Pillsbury Winthrop LLP regarding certain U.S. tax
matters.
10.1 $1,000,000,000 Credit Agreement, dated as of June 6, 2000,
among MasterCard International Incorporated, the several
lenders, Salomon Smith Barney, as Arranger, and Citibank,
N.A., as Administrative Agent.
10.2 $1,200,000,000 Amended and Restated Credit Agreement, dated
as of June 5, 2001, among MasterCard International
Incorporated, the several lenders, Salomon Smith Barney, as
Arranger, and Citibank, N.A., as Administrative Agent.
10.3 Lease, dated as of August 31, 1999 between MCI O'Fallon 1999
Trust and MasterCard International Incorporated, relating to
$149,380,000 7.36% Series A Senior Secured Notes due
September 1, 2009 of MCI O'Fallon 1999 Trust and up to
$5,000,000 Series B Senior Secured Notes due September 1,
2009 of MCI O'Fallon 1999 Trust.
10.4 Guarantee, dated as of August 31, 1999, made by MasterCard
International Incorporated in favor of State Street Bank and
Trust Company of Missouri, N.A., as Indenture Trustee for
the Noteholders under the Indenture, dated as of August 31,
1999 between MCI O'Fallon 1999 Trust and the Indenture
Trustee.
**+10.5 Agreement, dated as of March 1, 1999, by and among
MasterCard International Incorporated, Citibank, N.A., et
al.
</Table>
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<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
**+10.6 Agreement, dated as of July 1, 1999, by and between
MasterCard International Incorporated and The Chase
Manhattan Bank.
10.7 Employment Agreement between MasterCard International
Incorporated and Robert W. Selander.
10.8 MasterCard International Incorporated Executive Incentive
Plan.
10.9 MasterCard International Incorporated Rabbi Trust.
10.10 MasterCard International Incorporated Supplemental Executive
Retirement Plan.
10.11 MasterCard International Incorporated Change-in-Control
Agreement.
11 Statement regarding computation of per share earnings.
12 Statements regarding computation of ratios.
15 Letter regarding unaudited interim financial information.
21 List of Subsidiaries of MasterCard Incorporated.
*23.1 Consent of PricewaterhouseCoopers LLP regarding the
financial statements of MasterCard International.
*23.2 Consent of PricewaterhouseCoopers Reviseurs d'Entreprises
regarding the financial statements of Europay International.
23.3 Consent of Simpson Thacher & Bartlett (contained in Exhibit
5).
23.4 Consent of Pillsbury Winthrop LLP (contained in Exhibit 8).
24 Power of Attorney (included on signature page on page II-4).
</Table>
*Previously filed.
**Filed herewith.
+ The registrant has applied for confidential treatment of portions of this
exhibit. Accordingly, portions have been omitted and filed separately with
the Securities and Exchange Commission.
ITEM 22: UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission that indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against these liabilities (other than the
payment by the registrant of expenses incurred, or paid by a director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
that indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of that issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of the form, within one business day of receipt of the
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Purchase,
State of New York, on September 10, 2001.
MASTERCARD INCORPORATED
By: /s/ NOAH J. HANFT
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NOAH J. HANFT
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON SEPTEMBER 10, 2001 BY OR ON
BEHALF OF THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED WITH THE REGISTRANT.
<Table>
<Caption>
SIGNATURES TITLE
---------- -----
* President and Chief Executive Officer (principal
- --------------------------------------------------- executive officer)
Robert W. Selander
* Executive Vice President and Chief Financial
- --------------------------------------------------- Officer (principal financial officer)
Denise K. Fletcher
* Senior Vice President and Controller (principal
- --------------------------------------------------- accounting officer)
Spencer Schwartz
* Director
- ---------------------------------------------------
William F. Aldinger
* Director
- ---------------------------------------------------
Hiroshi Arai
* Chairman Emeritus
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Donald L. Boudreau
* Director
- ---------------------------------------------------
David A. Coulter
* Director
- ---------------------------------------------------
William R.P. Dalton
Director
- ---------------------------------------------------
Augusto M. Escalante Juanes
* Vice Chairman of the Board; Director
- ---------------------------------------------------
Baldomero Falcones Jaquotot
</Table>
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<Table>
<Caption>
SIGNATURES TITLE
---------- -----
* Director
- ---------------------------------------------------
Jan A.M. Hendrikx
* Director
- ---------------------------------------------------
Jean-Pierre Ledru
* Director
- ---------------------------------------------------
Norman C. McLuskie
* Director
- ---------------------------------------------------
John Francis Mulcahy
* Director
- ---------------------------------------------------
Robert W. Pearce
* Chairman of the Board; Director
- ---------------------------------------------------
Lance L. Weaver
* Director
- ---------------------------------------------------
Robert B. Willumstad
* Director
- ---------------------------------------------------
Mark H. Wright
* Director
- ---------------------------------------------------
Ronald N. Zebeck
*By: /s/ NOAH J. HANFT
--------------------------------------------
Noah J. Hanft
Attorney-in-fact
</Table>
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
*2.1 Share Exchange and Integration Agreement dated as of
, 2001 by and among MasterCard Incorporated,
MasterCard International Incorporated and Europay
International S.A.
*2.2 Form of Share Exchange Agreement to be entered among
MasterCard Incorporated, MasterCard International
Incorporated and each shareholder of Europay International
S.A.
*2.3 Agreement and Plan of Merger dated as of , 2001
by and among MasterCard International Incorporated,
MasterCard Incorporated and MasterCard Merger Sub, Inc.
2.4 Share Exchange Agreement dated as of , 2001 to
be entered among MasterCard Incorporated, MasterCard
International Incorporated and each shareholder of
MasterCard/Europay U.K. Limited
2.5 Trust Deed dated as of , 2001 relating to the
Class B Common Stock of MasterCard Incorporated
*3.1(a) Amended and Restated Certificate of Incorporation of
MasterCard Incorporated.
*3.1(b) Amended and Restated Bylaws of MasterCard Incorporated.
*3.2(a) Amended and Restated Certificate of Incorporation of
MasterCard International Incorporated.
*3.2(b) Amended and Restated Bylaws of MasterCard International
Incorporated.
4 Form of MasterCard International Incorporated Note Purchase
Agreement, dated as of June 30, 1998, regarding $80,000,000
of 6.67% Subordinated Notes due June 30, 2008.
5 Opinion of Simpson Thacher & Bartlett as to the legality of
the securities being registered.
8 Opinion of Pillsbury Winthrop LLP regarding certain U.S. tax
matters.
10.1 $1,000,000,000 Credit Agreement, dated as of June 6, 2000,
among MasterCard International Incorporated, the several
lenders, Salomon Smith Barney, as Arranger, and Citibank,
N.A., as Administrative Agent.
10.2 $1,200,000,000 Amended and Restated Credit Agreement, dated
as of June 5, 2001, among MasterCard International
Incorporated, the several lenders, Salomon Smith Barney, as
Arranger, and Citibank, N.A., as Administrative Agent.
10.3 Lease, dated as of August 31, 1999 between MCI O'Fallon 1999
Trust and MasterCard International Incorporated, relating to
$149,380,000 7.36% Series A Senior Secured Notes due
September 1, 2009 of MCI O'Fallon 1999 Trust and up to
$5,000,000 Series B Senior Secured Notes due September 1,
2009 of MCI O'Fallon 1999 Trust.
10.4 Guarantee, dated as of August 31, 1999, made by MasterCard
International Incorporated in favor of State Street Bank and
Trust Company of Missouri, N.A., as Indenture Trustee for
the Noteholders under the Indenture, dated as of August 31,
1999 between MCI O'Fallon 1999 Trust and the Indenture
Trustee.
**+10.5 Agreement, dated as of March 1, 1999, by and among
MasterCard International Incorporated, Citibank, N.A., et
al.
**+10.6 Agreement, dated as of July 1, 1999, by and between
MasterCard International Incorporated and The Chase
Manhattan Bank.
10.7 Employment Agreement between MasterCard International
Incorporated and Robert W. Selander.
10.8 MasterCard International Incorporated Executive Incentive
Plan.
10.9 MasterCard International Incorporated Rabbi Trust.
</Table>
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<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.10 MasterCard International Incorporated Supplemental Executive
Retirement Plan.
10.11 MasterCard International Incorporated Change-in-Control
Agreement.
11 Statement regarding computation of per share earnings.
12 Statements regarding computation of ratios.
15 Letter regarding unaudited interim financial information.
21 List of Subsidiaries of MasterCard Incorporated.
*23.1 Consent of PricewaterhouseCoopers LLP regarding the
financial statements of MasterCard International.
*23.2 Consent of PricewaterhouseCoopers Reviseurs d'Entreprises
regarding the financial statements of Europay International.
23.3 Consent of Simpson Thacher & Bartlett (contained in Exhibit
5).
23.4 Consent of Pillsbury Winthrop LLP (contained in Exhibit 8).
24 Power of Attorney (included on signature page on page II-4).
</Table>
*Previously filed.
**Filed herewith.
+ The registrant has applied for confidential treatment of portions of this
exhibit. Accordingly, portions have been omitted and filed separately with
the Securities and Exchange Commission.
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