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As filed with the Securities and Exchange Commission on October 25, 1995
REGISTRATION NO. 33-62741
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
The Securities Act of 1933
_______________
FIRST FINANCIAL MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
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Georgia 58-1107864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5660 New Northside Drive, Suite 1400
Atlanta, Georgia 30328
(770) 857-0001
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
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ITEM 21. EXHIBITS
(a) EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
2 Agreement and Plan of Merger dated as of May 12, 1995, by and among First Financial
Management Corporation, Gemini Acquisition Corp. and Employee Benefit Plans, Inc.,
including Amendment No. 1 thereto dated July 19, 1995 (included as Exhibit A to the
Proxy Statement and Prospectus which is a part of this Registration Statement). The
exhibits and schedules to the Agreement and Plan of Merger have been omitted from
Exhibit A to the Proxy Statement and Prospectus. FFMC agrees to furnish
supplementally such exhibits and schedules to the Commission upon request.
3.1 Restated Articles of Incorporation of First Financial Management Corporation (filed
May 13, 1994 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).
3.2 Registrant's Bylaws (filed March 20, 1995 as an exhibit to Registrant's Form 10-K for
the fiscal year ended December 31, 1994 and incorporated herein by reference).
4 See Articles V, VI and VIII of the Registrant's Restated Articles of Incorporation
(filed May 13, 1994 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) and
Articles 1, 2, 5 and 9 of the Registrant's Bylaws, as amended through March 15, 1995
(filed as an exhibit to Registrant's Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference).
5 Opinion of Sutherland, Asbill & Brennan.*
8 Opinion of Sutherland, Asbill & Brennan regarding tax consequences of the Merger.*
8.1 Opinion of Sutherland, Asbill & Brennan regarding tax consequences of the Merger (as
delivered at closing).
10.1 Written Description of Agreement Between Employee Benefit Plans, Inc. and William E.
Sagan (prepared pursuant to Regulation S-K, Item 601(10)(iii)(A)), pertaining to a
bonus payment.*
10.2 Written Description of Agreement Between Employee Benefit Plans, Inc. and Timothy W.
Kuck (prepared pursuant to Regulation S-K, Item 601(10)(iii)(A)), pertaining to a
bonus payment.*
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10.3 Option and Stock Agreement dated May 12, 1995 and Amendment No. 1 thereto dated August
31, 1995, between First Financial Management Corporation and William E. Sagan.*
10.4 Option and Stock Agreement dated May 12, 1995 and Amendment No. 1 thereto dated August
31, 1995, between First Financial Management Corporation and Timothy W. Kuck.*
21 List of Subsidiaries (filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by reference).
23.1 Consent of Sutherland, Asbill & Brennan is contained in its legal opinion filed as
Exhibit 5.
23.2 Consent of Deloitte & Touche LLP.*
23.3 Consent of Arthur Andersen LLP.*
23.4 Consent of Ernst & Young LLP.*
23.5 Consent of Ernst & Young LLP.*
23.6 Letter of Ernst & Young LLP.*
23.7 Consent of Price Waterhouse LLP.*
23.8 Consent of Lehman Brothers Inc.*
24 Power of Attorney authorizing Patrick H. Thomas and M. Tarlton Pittard to sign on
behalf of the other directors is contained on Page II-6 of the Registration Statement.
99.1 Forms of Proxy and Voting Instruction Cards to be mailed to the stockholders of
Employee Benefit Plans, Inc.*
99.2 First Data Corporation Annual Report on Form 10-K for the fiscal year ended December
31, 1994.*
99.3 First Data Corporation Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.*
99.4 First Data Corporation Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.*
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*Filed on September 19, 1995
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(b) FINANCIAL STATEMENTS SCHEDULES
NOT APPLICABLE.
(c) REPORTS, OPINIONS, APPRAISALS
Form of Opinion of Lehman Brothers Inc., (included as Annex B to the
Proxy Statement and Prospectus which is part of this Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia on October 24, 1995.
FIRST FINANCIAL MANAGEMENT CORPORATION
By: /s/ Patrick H. Thomas
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Patrick H. Thomas
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Patrick H. Thomas Chairman of the Board, October 24, 1995
------------------------------------- President, Chief Executive
Patrick H. Thomas Officer and Director
/s/ M. Tarlton Pittard Vice Chairman, Chief Financial October 24, 1995
------------------------------------- Officer, Treasurer and Director
M. Tarlton Pittard
/s/ Richard Macchia Executive Vice President, October 24, 1995
------------------------------------- Finance and Principal
Richard Macchia Accounting Officer
/s/ George L. Cohen Director October 24, 1995
-------------------------------------
George L. Cohen
Robert E. Coleman
Jack R. Kelly, Jr.
Henry A. Leslie
Charles B. Presley
Virgil R. Williams Directors October 24, 1995
By: /s/ Patrick H. Thomas
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Patrick H. Thomas
Attorney-in-Fact