<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
---------------
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
----- 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-10442
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)
(404) 321-0120
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ].
The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates as of January 31, 1994: $3,470,335,962
Number of shares of Common Stock outstanding as of January 31, 1994:
59,954,212 shares
<TABLE>
<CAPTION>
DOCUMENTS INCORPORATED BY REFERENCE PART
<S> <C>
Proxy Statement for the Annual Meeting of Shareholders
held on April 27, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III
</TABLE>
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
NOTE: FORM 11-K IS BEING FILED WITH THIS FORM 10-K/A AMENDMENT AS EXHIBIT
28.1. ALL OTHER EXHIBITS, EXCEPT THOSE INCORPORATED BY REFERENCE TO OTHER
FILINGS, WERE FILED WITH THE FORM 10-K AS INITIALLY FILED.
(a)(1) FINANCIAL STATEMENTS
The financial statements filed as a part of this Form 10-K are
listed in the Index to Consolidated Financial Information.
(a)(2) FINANCIAL STATEMENT SCHEDULES
The schedules required under Article 5 of Regulation S-X are listed
in the attached Index to Consolidated Financial Information. All
other schedules are omitted because they are either not applicable
or the information is presented in the financial statements or notes
thereto.
(a)(3) EXHIBITS
3.1 Restated Articles of Incorporation, as amended. (Filed on May 14,
1992 as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1992 and incorporated herein by
reference.)
3.2 Articles of Correction to the Articles of Amendment to the Restated
Articles of Incorporation of First Financial Management Corporation
through September 29, 1993 (filed on November 12, 1993 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).
3.3 Bylaws, as amended through July 28, 1993 (filed on November 12, 1993
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).
4.1 See Article V of the Registrant's Restated Articles of
Incorporation, as amended, and Articles 1, 2 and 9 of the
Registrant's Bylaws, as amended, listed as Exhibits 3.1, 3.2 and 3.3,
respectively.
4.2* FFMC Savings Plus Plan, as amended and restated, effective January
1, 1991 (filed on November 5, 1990 as an exhibit to the Registrant's
Registration Statement on Form S-8 (File No. 33-37532) and
incorporated herein by reference).
4.3 Credit Agreement, dated as of June 25, 1992, among the Registrant,
each of the banks named therein, and The Chase Manhattan Bank
(National Association) as agent for such banks. The Schedules and
Exhibits to this Credit Agreement are identified on a list of
schedules and exhibits contained at the end of the Table of Contents
to such Agreement, which list is incorporated herein by reference.
All schedules and exhibits were omitted for purposes of filing but
will be furnished supplementally to the Commission upon request
(filed on August 14, 1992 as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992
and incorporated herein by reference).
-2-
<PAGE> 3
4.4 Warrant Agreement, dated June 15, 1989, between the Registrant and
Wachovia Bank and Trust Company, N.A. (filed on June 19, 1989 as an
exhibit to Registrant's Registration Statement on Form S-3 (File No.
33-29267) and incorporated herein by reference).
4.5 Amendment dated September 5, 1989, to the Warrant Agreement, dated
June 15, 1989, by and between the Registrant and Wachovia Bank and
Trust Company, N.A. (filed on September 6, 1989 as an exhibit to
Amendment No. 1 to Registrant's Registration Statement on Form S-3
(File No. 33-29267) and incorporated herein by reference).
4.6 Commitment Letter dated December 21, 1993, from Wachovia Bank of
Georgia, extending the maturity of a $10 million line of credit to
the Registrant along with the Letter Agreement in like amount dated
June 23, 1993.
10.1 Agreement and Plan of Merger, dated July 6, 1992, by and among the
Registrant, PSC Acquisition Corporation and Payment Services Company
- U.S. (filed on November 16, 1992 as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1992 and incorporated herein by reference). The schedules to the
Agreement and Plan of Merger were omitted, but were identified in a
list included therein and will be furnished supplementally to the
Commission upon request.
10.2 Stock Purchase Agreement, dated as of December 31, 1992, between
First Financial Management Corporation and FIserv, Inc., as amended
by Amendment No. 1 to Stock Purchase Agreement dated as of February
10, 1993 (filed on February 25, 1993 as an exhibit to the
Registrant's Current Report on Form 8-K that reported this February
10, 1993 stock sale and incorporated herein by reference).
10.3 Stock Purchase Agreement, dated as of December 20, 1992, among First
Financial Management Corporation, First Union Corporation and First
Union Corporation of Georgia. The schedules to the Stock Purchase
Agreement are identified on a list of schedules included with the
Agreement and have been omitted for purposes of this filing, but
will be furnished supplementally to the Commission upon request
(filed on March 31, 1993 as an exhibit to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
10.4 Lease between the Northwestern Mutual Life Insurance Company, as
lessor, and Endata, Inc., as lessee, dated December 23, 1985 for
Endata, Inc.'s headquarters at 501 Great Circle Road, Nashville,
Tennessee (filed on March 31, 1986 as an exhibit to Endata, Inc.'s
Annual Report on Form 10-K for 1985 (File No. 0-11357) and
incorporated herein by reference).
10.5 Lease between Parkway, Ltd., as landlord, and National Bancard
Corporation, as tenant, dated December 28, 1987, together with
Addendum to Lease Agreement, dated February 22, 1988, for the
NaBANCO Building in Sunrise, Florida (filed on March 14, 1988 as an
exhibit to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1987 and incorporated herein by reference).
10.6 Sublease, dated January 7, 1983, between National Bancard
Corporation (NaBANCO) as the tenant and assignee of The Chase
Manhattan Bank, N.A., and Broadhollow Realty Company, as the
landlord and assignee of Allstate Insurance Company, covering
NaBANCO's center on Bayliss Road in Melville (previously known as
Huntington), New York, including as Exhibit D thereto the primary
Lease, dated September 3, 1975, pursuant to which the Sublease was
made, and a related agreement
-3-
<PAGE> 4
modifying the primary Lease, together with two amendments to the
Sublease, dated December 22, 1986 and June 15, 1988, respectively
(filed on March 27, 1990 as an exhibit to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1989 and
incorporated herein by reference).
10.7 Lease, together with related Rider, dated February 6, 1989, between
Rowe Properties-Data Limited Partnership, as Lessor, and The
Computer Company as Lessee, covering First Health Services
Corporation's facilities at Innsbrook Corporate Center in Glen
Allen, Virginia, together with a Guaranty, dated February 2, 1989,
guaranteeing Lessor's obligations under the Lease (filed on March
27, 1990 as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1989 and incorporated herein by
reference).
10.8 Lease, dated February 28, 1990, as amended by the First Amendment
dated June 22, 1990, between Frank J. Hanna, Jr., as Lessor, and
Nationwide Credit, Inc. (Nationwide), as Lessee, covering
Nationwide's headquarters facility at 2258 Northwest Parkway,
Marietta, Georgia. (1)
10.9* The Registrant's 1982 Incentive Stock Plan, as amended through
January 31, 1990. (1)
10.10* The Registrant's 1988 Incentive Stock Plan, as amended through
January 30, 1991. (1)
10.11* First Financial Management Corporation Performance Units Incentive
Plan, as amended through May 1, 1991 (filed on November 14, 1991 as
an exhibit to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991 and incorporated herein by
reference).
10.12* Directors' Restricted Stock Award Plan, together with Form of
Director's Restricted Stock Award Agreement (filed on March 31, 1987
as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986 and incorporated herein by reference).
10.13* 1990 Directors' Stock Option Plan. (Filed on August 14, 1990 as an
exhibit to the Registrant's Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1990 and incorporated herein by reference.)
10.14* Endata, Inc. Amended Stock Option Plan (filed on October 17, 1986 as
an exhibit to Post-Effective Amendment No. 1 to Endata, Inc.'s
Registration Statement on Form S-8 (File No. 2-97925) and
incorporated herein by reference), together with an Amendment to
Endata Inc.'s Amended Stock Option Plan, dated October 30, 1987, and
two forms of letters specifying the manner in which each Endata,
Inc. Stock Option was converted into an option to purchase the
Registrant's stock and forms of the Endata Incentive and
Non-Qualified Stock Option Agreements (filed on March 14, 1988 as an
exhibit to the Registrant's Annual Report on Form 10-K for the year
ended December 31,1987 and incorporated herein by reference).
-4-
<PAGE> 5
10.15* FFMC 1990 Employee Stock Purchase Plan adopted December 15, 1989, as
amended on October 24, 1990 (1), and amendment thereto adopted on
July 24, 1991, effective October 1, 1991 (filed on August 14, 1991
as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991 and incorporated herein by
reference).
10.16* Employment Agreement, dated January 31, 1989, between the Registrant
and Patrick H. Thomas (filed on March 31, 1989 as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1988 and incorporated herein by reference).
10.17* Employment Agreement, dated January 31, 1989, between the Registrant
and M. Tarlton Pittard (filed on March 31, 1989 as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1988 and incorporated herein by reference).
10.18* Employment Agreement, dated February 15, 1991, Termination of prior
Employment Agreement, Termination of Employee Death Benefit
Agreement, and First Amendment to Deferred Compensation Agreement,
all between the Registrant (or Georgia Federal Bank, FSB) and
Richard D. Jackson. (1)
10.19* Form of Restricted Stock Award Agreement between the Registrant and
each of the following officers covering awards under the 1988
Incentive Stock Plan, on January 31 1990, to M. Tarlton Pittard and
Richard D. Jackson. (1)
10.20* Non-Qualified Stock Option, dated February 5, 1988, granted by the
Registrant to Patrick H. Thomas (filed on March 14, 1988 as an
exhibit to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1987 and incorporated herein by reference.)
10.21* Form of Non-qualified Stock Option Agreement as issued to the
Registrant's Executive Officers under the 1988 Incentive Stock Plan.
10.22* Form of Restricted Stock Award Agreement between the Registrant and
each of the following officers covering awards under the 1988
Incentive Stock Plan on May 1, 1991, to Richard D. Jackson, M.
Tarlton Pittard and Stephen D. Kane (filed on August 14, 1991 as an
exhibit to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991 and incorporated herein by reference).
10.23* Form of Restricted Stock Award Agreement between the Registrant and
each of the following officers covering awards on January 31, 1989
under the 1988 Incentive Stock Plan: Patrick H. Thomas, M. Tarlton
Pittard and Stephen D. Kane (filed on March 31, 1989 as an exhibit
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 and incorporated herein by reference).
10.24 Resolution of the Compensation Committee of the Registrant's Board
of Directors, dated June 24, 1993, accelerating to December 31, 1993
the date on which restrictions lapsed on stock awards previously
issued to Patrick H. Thomas, M. Tarlton Pittard and Stephen D.
Kane.
10.25* Employment Agreement, dated January 29, 1992, between the Registrant
and Stephen D. Kane. (2)
10.26 Agreement, dated May 7, 1993, by and among National Bancard
Corporation, CMSC Corporation and First Financial Bank (filed on May
14, 1993 as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993 and incorporated herein by
reference).
-5-
<PAGE> 6
10.27 Agreement, Plan of Reorganization and Plan of Merger, dated as of
July 28, 1993 by and among First Financial Management Corporation,
Tomahawk Acquisition Corporation, Pennant Acquisition Corporation,
International Banking Technologies, Inc., Prime Consulting Group,
Inc. and The Shareholders of International Banking Technologies,
Inc. and Prime Consulting Group, Inc. The Schedules to this
Agreement, Plan of Reorganization and Plan of Merger are identified
on a list of schedules contained at the end of the Table of Contents
to such Agreement, which list is incorporated herein by reference.
All schedules were omitted for purposes of filing but will be
furnished supplementally to the Commission upon request (filed on
August 13, 1993 as an exhibit to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993 and incorporated
herein by reference).
10.28* Employment Agreement, dated March 22, 1994, between the Registrant
and Patrick H. Thomas.
10.29* Restricted Stock Award Agreement between the Registrant and Patrick
H. Thomas covering an award under the 1988 Incentive Stock Plan on
March 22, 1994.
10.30* Restricted Stock Award Agreement between the Registrant and Patrick
H. Thomas covering an award under the 1988 Incentive Stock Plan on
March 22, 1994.
10.31* Non-Qualified Stock Option, dated March 22, 1994, granted by the
Registrant to Patrick H. Thomas.
11.1 Statement regarding computation of net income per share.
22.1 List of Subsidiaries.
24.1 Consent of Independent Auditors.
28.1 Annual Report on Form 11-K for the FFMC Savings Plus Plan.
_________________________
* Indicates management contract or compensatory plan or
arrangement.
(1) Filed on April 1, 1991 as an exhibit to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference.
(2) Filed on March 23, 1992 as an exhibit to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference.
(b) REPORTS ON FORM 8-K
The Company did not file any current report on Form 8-K during the
quarter ended December 31, 1993.
-6-
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to its annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
FIRST FINANCIAL MANAGEMENT CORPORATION
--------------------------------------
(Registrant)
Date: June 28, 1994 By /s/ M. Tarlton Pittard
--------------- --------------------------------
M. Tarlton Pittard
Senior Executive Vice President and
Chief Financial Officer
Date: June 28, 1994 By /s/ Richard Macchia
--------------- --------------------------------
Richard Macchia
Executive Vice President
and Principal Accounting Officer
-7-
<PAGE> 8
INDEX TO EXHIBITS
Sequentially
Exhibits Numbered Page
NOTE: FORM 11-K IS BEING FILED WITH THIS FORM 10-K/A AMENDMENT AS EXHIBIT
28.1. ALL OTHER EXHIBITS, EXCEPT THOSE INCORPORATED BY REFERENCE TO OTHER
FILINGS, WERE FILED WITH THE FORM 10-K AS INITIALLY FILED.
3.1 Restated Articles of Incorporation, as amended.
(Filed on May 14, 1992 as an exhibit to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992 and incorporated
herein by reference.)
3.2 Articles of Correction to the Articles of Amendment
to the Restated Articles of Incorporation of First
Financial Management Corporation through September
29, 1993 (filed on November 12, 1993 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).
3.3 Bylaws, as amended through July 28, 1993 (filed on
November 12, 1993 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).
4.1 See Article V of the Registrant's Restated Articles
of Incorporation, as amended, and Articles 1, 2 and
9 of the Registrant's Bylaws, as amended, listed as
Exhibits 3.1, 3.2 and 3.3, respectively.
4.2* FFMC Savings Plus Plan, as amended and restated,
effective January 1, 1991 (filed on November 5,
1990 as an exhibit to the Registrant's Registration
Statement on Form S-8 (File No. 33-37532) and
incorporated herein by reference).
4.3 Credit Agreement, dated as of June 25, 1992, among
the Registrant, each of the banks named therein,
and The Chase Manhattan Bank (National Association)
as agent for such banks. The Schedules and
Exhibits to this Credit Agreement are identified on
a list of schedules and exhibits contained at the
end of the Table of Contents to such Agreement,
which list is incorporated herein by reference.
All schedules and exhibits were omitted for
purposes of filing but will be furnished
supplementally to the Commission upon request
(filed on August 14, 1992 as an exhibit to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992 and incorporated herein
by reference).
4.4 Warrant Agreement, dated June 15, 1989, between the
Registrant and Wachovia Bank and Trust Company,
N.A. (filed on June 19, 1989 as an exhibit to
Registrant's Registration Statement on Form S-3
(File No. 33-29267) and incorporated herein by
reference).
-8-
<PAGE> 9
Sequentially
Exhibits Numbered Page
4.5 Amendment dated September 5, 1989, to the Warrant
Agreement, dated June 15, 1989, by and between the
Registrant and Wachovia Bank and Trust Company, N.A.
(filed on September 6, 1989 as an exhibit to
Amendment No. 1 to Registrant's Registration
Statement on Form S-3 (File No. 33-29267) and
incorporated herein by reference).
4.6 Commitment Letter dated December 21, 1993, from Initial
Wachovia Bank of Georgia, extending the maturity Filing-54
of a $10 million line of credit to the Registrant
along with the Letter Agreement in like amount
dated June 23, 1993.
10.1 Agreement and Plan of Merger, dated July 6, 1992,
by and among the Registrant, PSC Acquisition
Corporation and Payment Services Company - U.S.
(filed on November 16, 1992 as an exhibit to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992 and incorporated
herein by reference). The schedules to the
Agreement and Plan of Merger were omitted, but were
identified in a list included therein and will be
furnished supplementally to the Commission upon
request.
10.2 Stock Purchase Agreement, dated as of December 31,
1992, between First Financial Management
Corporation and FIserv, Inc., as amended by
Amendment No. 1 to Stock Purchase Agreement dated
as of February 10, 1993 (filed on February 25, 1993
as an exhibit to the Registrant's Current Report on
Form 8-K that reported this February 10, 1993 stock
sale and incorporated herein by reference).
10.3 Stock Purchase Agreement, dated as of December 20,
1992, among First Financial Management Corporation,
First Union Corporation and First Union Corporation
of Georgia. The schedules to the Stock Purchase
Agreement are identified on a list of schedules
included with the Agreement and have been omitted
for purposes of this filing, but will be furnished
supplementally to the Commission upon request
(filed on March 31, 1993 as an exhibit to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992 and incorporated
herein by reference).
10.4 Lease between the Northwestern Mutual Life
Insurance Company, as lessor, and Endata, Inc., as
lessee, dated December 23, 1985 for Endata, Inc.'s
headquarters at 501 Great Circle Road, Nashville,
Tennessee (filed on March 31, 1986 as an exhibit to
Endata, Inc.'s Annual Report on Form 10-K for 1985
(File No. 0-11357) and incorporated herein by
reference).
-9-
<PAGE> 10
Sequentially
Exhibits Numbered Page
10.5 Lease between Parkway, Ltd., as landlord, and
National Bancard Corporation, as tenant, dated
December 28, 1987, together with Addendum to Lease
Agreement, dated February 22, 1988, for the NaBANCO
Building in Sunrise, Florida (filed on March 14,
1988 as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1987
and incorporated herein by reference).
10.6 Sublease, dated January 7, 1983, between National
Bancard Corporation (NaBANCO) as the tenant and
assignee of The Chase Manhattan Bank, N.A., and
Broadhollow Realty Company, as the landlord and
assignee of Allstate Insurance Company, covering
NaBANCO's center on Bayliss Road in Melville
including as Exhibit D thereto the primary Lease,
dated September 3, 1975, pursuant to which the
Sublease was made, and a related agreement modifying
the primary Lease, together with two amendments to
the Sublease, dated December 22, 1986 and June 15,
1988, respectively (filed on March 27, 1990 as an
exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1989 and
incorporated herein by reference).
10.7 Lease, together with related Rider, dated February
6, 1989, between Rowe Properties-Data Limited
Partnership, as Lessor, and The Computer Company as
Lessee, covering First Health Services Corporation's
facilities at Innsbrook Corporate Center in Glen
Allen, Virginia, together with a Guaranty, dated
February 2, 1989, guaranteeing Lessor's obligations
under the Lease (filed on March 27, 1990 as an
exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1989 and
incorporated herein by reference).
10.8 Lease, dated February 28, 1990, as amended by the
First Amendment dated June 22, 1990, between Frank
J. Hanna, Jr., as Lessor, and Nationwide Credit,
Inc. (Nationwide), as Lessee, covering Nationwide's
headquarters facility at 2258 Northwest Parkway,
Marietta, Georgia. (1)
10.9* The Registrant's 1982 Incentive Stock Plan, as
amended through January 31, 1990. (1)
10.10* The Registrant's 1988 Incentive Stock Plan, as
amended through January 30, 1991. (1)
10.11* First Financial Management Corporation Performance
Units Incentive Plan, as amended through May 1, 1991
(filed on November 14, 1991 as an exhibit to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991 and incorporated
herein by reference).
10.12* Directors' Restricted Stock Award Plan, together
with Form of Director's Restricted Stock Award
Agreement (filed on March 31, 1987 as an exhibit to
the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986 and incorporated herein
by reference).
10.13* 1990 Directors' Stock Option Plan. (Filed on
August 14, 1990 as an exhibit
-10-
<PAGE> 11
Sequentially
Exhibits Numbered Page
to the Registrant's Quarterly Report on Form 10-Q for
the Quarter ended June 30, 1990 and incorporated
herein by reference.)
10.14* Endata, Inc. Amended Stock Option Plan (filed on
October 17, 1986 as an exhibit to Post-Effective
Amendment No. 1 to Endata, Inc.'s Registration
Statement on Form S-8 (File No. 2-97925) and
incorporated herein by reference), together with an
Amendment to Endata Inc.'s Amended Stock Option
Plan, dated October 30, 1987, and two forms of
letters specifying the manner in which each Endata,
Inc. Stock Option was converted into an option to
purchase the Registrant's stock and forms of the
Endata Incentive and Non-Qualified Stock Option
Agreements (filed on March 14, 1988 as an exhibit to
the Registrant's Annual Report on Form 10-K for the
year ended December 31,1987 and incorporated herein
by reference).
10.15* FFMC 1990 Employee Stock Purchase Plan adopted
December 15, 1989, as amended on October 24, 1990
(1), and amendment thereto adopted on July 24, 1991,
effective October 1, 1991 (filed on August 14, 1991
as an exhibit to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1991 and
incorporated herein by reference).
10.16* Employment Agreement, dated January 31, 1989,
between the Registrant and Patrick H. Thomas (filed
on March 31, 1989 as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1988 and incorporated herein by
reference).
10.17* Employment Agreement, dated January 31, 1989,
between the Registrant and M. Tarlton Pittard
(filed on March 31, 1989 as an exhibit to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988 and incorporated herein by
reference).
10.18* Employment Agreement, dated February 15, 1991,
Termination of prior Employment Agreement,
Termination of Employee Death Benefit Agreement, and
First Amendment to Deferred Compensation Agreement,
all between the Registrant (or Georgia Federal Bank,
FSB) and Richard D. Jackson. (1)
10.19* Form of Restricted Stock Award Agreement between the
Registrant and each of the following officers
covering awards under the 1988 Incentive Stock Plan,
on January 31 1990, to M. Tarlton Pittard and
Richard D. Jackson. (1)
10.20* Non-Qualified Stock Option, dated February 5, 1988,
granted by the Registrant to Patrick H. Thomas
(filed on March 14, 1988 as an exhibit to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1987 and incorporated herein by
reference.)
10.21* Form of Non-qualified Stock Option Agreement as Initial
issued to the Registrant's Executive Officers under Filing-58
the 1988 Incentive Stock Plan.
10.22* Form of Restricted Stock Award Agreement between the
Registrant and each of the following officers
covering awards under the 1988 Incentive Stock Plan
on May 1, 1991, to Richard D. Jackson, M. Tarlton
Pittard and Stephen
-11-
<PAGE> 12
Sequentially
Exhibits Numbered Pages
D. Kane (filed on August 14, 1991 as an exhibit
to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991 and incorporated
herein by reference).
10.23* Form of Restricted Stock Award Agreement between the
Registrant and each of the following officers
covering awards on January 31, 1989 under the 1988
Incentive Stock Plan: Patrick H. Thomas, M. Tarlton
Pittard and Stephen D. Kane (filed on March 31,
1989 as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998
and incorporated herein by reference).
10.24 Resolution of the Compensation Committee of the Initial
Registrant's Board of Directors, dated June 24, 1993, Filing-60
accelerating to December 31, 1993 the date
on which restrictions lapsed on stock awards previously
issued to Patrick H. Thomas, M. Tarlton Pittard and
Stephen D. Kane.
10.25* Employment Agreement, dated January 29, 1992,
between the Registrant and Stephen D. Kane. (2)
10.26 Agreement, dated May 7, 1993, by and among National
Bancard Corporation, CMSC Corporation and First
Financial Bank (filed on May 14, 1993 as an exhibit
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1993 and
incorporated herein by reference).
10.27 Agreement, Plan of Reorganization and Plan of Merger,
dated as of July 28, 1993 by and among First
Financial Management Corporation, Tomahawk
Acquisition Corporation, Pennant Acquisition
Corporation, International Banking Technologies,
Inc., Prime Consulting Group, Inc. and The
Shareholders of International Banking Technologies,
Inc. and Prime Consulting Group, Inc. The Schedules
to this Agreement, Plan of Reorganization and Plan
of Merger are identified on a list of schedules
contained at the end of the Table of Contents to
such Agreement, which list
-12-
<PAGE> 13
Sequentially
Exhibits Numbered Page
is incorporated herein by reference. All schedules
were omitted for purposes of filing but will be
furnished supplementally to the Commission upon
request (filed on August 13, 1993 as an exhibit to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993 and incorporated
herein by reference).
10.28* Employment Agreement, Dated March 22, 1994, between Initial
the Registrant and Patrick H. Thomas. Filing-62
10.29* Restricted Stock Award Agreement between the
Registrant and Patrick H. Thomas covering an award Initial
under the 1988 Incentive Stock Plan on March 22, 1994. Filing-73
10.30* Restricted Stock Award Agreement between the Registrant
and Patrick H. Thomas covering an award under the 1988 Initial
Incentive Stock Plan on March 22, 1994. Filing-79
10.31* Non-Qualified Stock Option, dated March 22, 1994, Initial
granted by the Registrant to Patrick H. Thomas. Filing-85
11.1 Statement regarding computation of net income per Initial
share. Filing-89
22.1 List of Subsidiaries. Initial
Filing-91
24.1 Consent of Independent Auditors. Initial
Filing-95
28.1 Annual Report on Form 11-K for the FFMC Savings Plus This
Plan. Filing-14
_____________________________
* Indicates management contract or compensatory
plan or arrangement.
(1) Filed on April 1, 1991 as an exhibit to
the Registrant's Annual Report on Form
10-K for the year ended December 31, 1990
and incorporated herein by reference.
(2) Filed on March 23, 1992 as an exhibit to
the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991
and incorporated herein by reference.
-13-
<PAGE> 1
EXHIBIT 28.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED).
For the fiscal year ended December 31, 1993
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the transition period from to
-------------- ---------------
COMMISSION FILE NUMBER 33-3752,33-18541, AND 2-96064
-----------------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
FFMC SAVINGS PLUS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
FIRST FINANCIAL MANAGEMENT CORPORATION
3 Corporate Square
Suite 700
Atlanta, GA 30329
Page 1 of 5 sequentially numbered pages.
The Exhibit Index is on page 4.
<PAGE> 2
FFMC SAVINGS PLUS PLAN
ANNUAL REPORT ON FORM 11-K
NOTE: THE FOLLOWING FINANCIAL STATEMENTS, RELATED SCHEDULES AND INDEPENDENT
AUDITORS' REPORT ARE BEING FILED AS PART OF FORM SE IN PAPER FORMAT PURSUANT TO
RULE 311 (c) OF REGULATION S-T AND GENERAL INSTRUCTION E TO FORM 11-K.
Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits at
December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1993, 1992 and 1991
Notes to Financial Statements
Financial Statement Schedules:
All schedules required under Rule 6A-05 of Regulation S-X
are omitted because the information is presented in the financial
statements or notes thereto.
Schedule of Assets Held for Investment Purposes as required
under the Employee Retirement Income Security Act of 1974
("ERISA")
Schedule of Reportable Transactions for the year ended
December 31, 1993, as required under ERISA
THE FOLLOWING EXHIBIT IS FILED HEREWITH:
Exhibits
- - --------
(1) Consent of Independent Auditors
2
<PAGE> 3
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
FFMC SAVINGS PLUS PLAN
FIRST FINANCIAL MANAGEMENT
CORPORATION, as Plan Administrator
Date: June 28, 1994 By /s/ M. Tarlton Pittard
--------------- --------------------------------
M. Tarlton Pittard
Senior Executive Vice President
and Chief Financial Officer
Date: June 28, 1994 By /s/ Richard Macchia
--------------- --------------------------------
Richard Macchia
Executive Vice President
and Principal Accounting Officer
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE NUMBER
- - ------- -----------
<S> <C> <C>
1 Consent of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>
4
<PAGE> 5
EXHIBIT 1
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in First Financial Management
Corporation's Registration Statement No. 2-96064 on Form S-8 filed February 26,
1985, its Registration Statement No. 33-18541 on Form S-8 filed November 17,
1987, and its Registration Statement No. 33-37532 on Form S-8 filed November 5,
1990 of our report dated April 22, 1994 appearing in Form SE which filed in
paper format the financial statements and our report that would otherwise
appear in the Annual Report on Form 11-K of the FFMC Savings Plus Plan for the
year ended December 31, 1993.
DELOITTE & TOUCHE
Atlanta, Georgia
June 27, 1994
5
