1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10442
-------
Date of Report (Date of earliest event reported) NOVEMBER 15, 1994
-----------------
FIRST FINANCIAL MANAGEMENT CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1107864
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 CORPORATE SQUARE, SUITE 700, ATLANTA, GEORGIA 30329
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (404) 321-0120
--------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 15, 1994 (the "Closing Date"), First Financial Management
Corporation ("FFMC") acquired all of the stock of Western Union Financial
Services, Inc. ("Western Union") as well as certain assets of Western Union's
parent company, New Valley Corporation ("New Valley"), relating to the money
transfer business conducted by Western Union. The acquisition was consummated
pursuant to the Purchase Agreement between New Valley and FFMC dated as of
October 20, 1994, as amended by Amendment No. 1 thereto dated November 14, 1994
(the "Purchase Agreement"). FFMC intends to use the assets of Western Union
and the other assets acquired to continue conducting Western Union's money
transfer business.
In connection with its shelf Registration Statement on Form S-3 filed
on November 4, 1994, FFMC also filed a contemporaneous Current Report on Form
8-K, dated November 4, 1994, to report information about the planned
acquisition of Western Union prior to consummation of the acquisition so as to
comply with disclosure requirements applicable to such Registration Statement.
Substantially the same information required by Form 8-K with respect to the
completed acquisition has been previously reported by FFMC in its Current
Report on Form 8-K filed on November 4, 1994, including the financial
statements of Western Union, pro forma financial information, and a copy of the
Purchase Agreement. An additional Report on Form 8-K containing the previously
reported information is not required. This Current Report is therefore being
filed solely as a supplemental report to confirm the consummation of FFMC's
acquisition of Western Union and to report certain adjustments made by
Amendment No. 1 to the Purchase Agreement.
As previously reported, the Purchase Agreement provided for a cash
purchase price of $893,223,000 plus the assumption by FFMC of the Western Union
Pension Plan. Of the cash portion of the purchase price, $593,223,000 was paid
on the Closing Date and $300,000,000 will be paid in January 1995 on a date to
be specified by FFMC (the "Second Closing Date"). On the Second Closing Date,
New Valley will transfer to FFMC all of its interests in the Western Union name
and trademark and other marks relating to the money transfer business of
Western Union. By mutual agreement as reflected in Amendment No. 1 to the
Purchase Agreement, the transfer of certain of these marks initially scheduled
to occur at the first closing was deferred until the Second Closing Date and
the deferred portion of the cash purchase price was increased from $250,000,000
to $300,000,000. This had no effect on the previously filed pro forma
financial statements which assumed the completion of the entire transaction.
In connection with its acquisition of Western Union and related
assets, FFMC borrowed $493,000,000 initially and expects to borrow
approximately $300,000,000 in January 1995 under its revolving bank credit
facility with The Chase Manhattan Bank (National Association), as agent for the
banks that are signatories thereto. Contemporaneously with the filing of this
Current Report, FFMC is filing an amendment to its previously referenced shelf
Registration Statement to indicate its intent to proceed with a public offering
of convertible debentures in aggregate principal amount of $400,000,000, the
proceeds of which are expected to be used to reduce the bank indebtedness
incurred to finance FFMC's acquisition of Western Union and related assets.
-2-
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Information of Acquired Business (Western Union Financial
Services, Inc.)
Not required with this filing. See Item 2 above.
(b) Pro Forma Combined Financial Statements of First Financial Management
Corporation and Business Acquired
Not required with this filing. See Item 2 above.
(c) Exhibits
2.1 Amendment No. 1, dated November 14, 1994, to Purchase Agreement by and
between New Valley Corporation and First Financial Management
Corporation.
10.1 Amended and Restated Credit Agreement dated as of June 25, 1992,
amended and restated as of November 8, 1994 between First Financial
Management Corporation, First Financial Bank, and The Chase Manhattan
Bank (National Association), as agent for the banks that are
signatories to the Agreement. The Exhibits and Schedules to the
Amended and Restated Credit Agreement are identified on a list of
Exhibit and Schedules contained in the Table of Contents to the
Amended and Restated Credit Agreement, which list is incorporated
herein by reference. Such Exhibits and Schedules have been omitted
for purposes of this filing, but will be furnished supplementally to
the Commission upon request.
-3-
4
SIGNATURES
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 thereunto duly authorized.
FIRST FINANCIAL MANAGEMENT CORPORATION
--------------------------------------
(Registrant)
Date: November 22, 1994 By /s/ M. Tarlton Pittard
--------------------------------------
M. Tarlton Pittard
Senior Executive Vice President, Chief
Financial Officer and Treasurer
Date: November 22, 1994 By /s/ Richard Macchia
--------------------------------------
Richard Macchia
Executive Vice President
and Principal Accounting Officer
-4-
5
INDEX TO EXHIBITS
Exhibit Sequential Page No.
------------------------------------------------------------------------------------------- -------------------
2.1 Amendment No. 1, dated November 14, 1994, to Purchase Agreement by and between New
Valley Corporation and First Financial Management Corporation.
10.1 Amended and Restated Credit Agreement dated as of June 25, 1992, amended and
restated as of November 8, 1994 between First Financial Management Corporation,
First Financial Bank, and The Chase Manhattan Bank (National Association), as
agent for the banks that are signatories to the Agreement. The Exhibits and
Schedules to the Amended and Restated Credit Agreement are identified on a list of
Exhibit and Schedules contained in the Table of Contents to the Amended and
Restated Credit Agreement, which list is incorporated herein by reference. Such
Exhibits and Schedules have been omitted for purposes of this filing, but will be
furnished supplementally to the Commission upon request.
-5-