1 As filed with the Securities and Exchange Commission on December 6, 1994 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 __________________ FIRST FINANCIAL MANAGEMENT CORPORATION (Exact name of registrant as specified in its charter) GEORGIA 58-1107864 ------- ---------- (State of incorporation or (I.R.S. Employer Identification Number) organization) 3 CORPORATE SQUARE, SUITE 700 ATLANTA, GEORGIA 30329 (Address, including zip code, of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered - --------------------------------------- ------------------------------ 5% SENIOR CONVERTIBLE DEBENTURES DUE 1999 NEW YORK STOCK EXCHANGE Securities to be registered pursuant to Section 12(g) of the Act: NONE 2 Item 1. Description of Registrant's Securities to be Registered. The 5% Senior Convertible Debentures due 1999 registered hereby are described in "Description of Debentures" contained in Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-3 filed on December 6, 1994 (File No. 33-56327), which is hereby incorporated by reference. As supplemental information, the general description of debt securities issuable under such Registration Statement on Form S-3 set forth in "Description of Debt Securities" therein is also hereby incorporated by reference. Item 2. Exhibits 1.0 "Description of Debentures" and "Description of Debt Securities" as contained in Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-3 filed on December 6, 1994 (File No. 33-56327). 2.1 Restated Articles of Incorporation.* 2.2 Bylaws, as amended.** 2.3 Indenture, dated as of December 5, 1994, between the Registrant and NationsBank of Georgia, National Association, as Trustee.*** 2.4 First Supplemental Indenture, dated as of December 5, 1994, between the Registrant and NationsBank of Georgia, National Association, as Trustee.**** ______________ * Filed with the Commission as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 and incorporated herein by reference. ** Filed with the Commission as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference. *** Filed with the Commission on December 5, 1994 as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-3 (File No. 33-56327) and incorporated herein by reference. **** Filed with the Commission on December 6, 1994 as an exhibit to Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (File No. 33-56327) and incorporated herein by reference. 2 3 SIGNATURE 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, thereto duly authorized. FIRST FINANCIAL MANAGEMENT CORPORATION Date: December 6, 1994 By: /s/ M. TARLTON PITTARD ----------------------------- M. Tarlton Pittard, Senior Executive Vice President, Treasurer and Chief Financial Officer 3