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PROSPECTUS Filed Pursuant to
Rule 424(b)(3)
Registration No. 33-29267
[LOGO]
FIRST FINANCIAL MANAGEMENT CORPORATION
1,311,476 SHARES OF COMMON STOCK
ISSUABLE PURSUANT TO EXERCISE OF
OUTSTANDING WARRANTS TO PURCHASE COMMON STOCK
The securities offered hereby consist of 1,311,476 shares (the
"Shares") of the common stock, $0.10 par value per share (the "Common Stock"),
of First Financial Management Corporation, a Georgia corporation ("FFMC"),
issuable upon the exercise of 5,245,905 warrants (the "Warrants"), which were
sold by Fox-Pitt, Kelton N.V., a Netherlands Antilles corporation ("FPK") in
1989 in a public offering. The Warrants were initially issued to FPK by FFMC on
June 15, 1989, in a private placement.
THE NUMBER OF WARRANTS REQUIRED TO PURCHASE ONE SHARE OF COMMON STOCK
IS FOUR, AND THE EXERCISE PRICE IS $26.67 PER SHARE OF COMMON STOCK.
As indicated above, the exercise of four Warrants will be required to
subscribe for one share of Common Stock (subject to potential adjustment in the
future) at a price of $26.67 per share (subject to potential adjustment in the
future). The Warrants are exercisable only from March 30, 1995, through April
29, 1995 (the "1995 Exercise Period"). Any warrant not properly exercised
prior to 5:00 p.m., Atlanta, Georgia time, on April 29, 1995 will lapse and all
rights of the holder thereunder shall immediately cease and determine.
Specific procedures (described herein) must be followed by Warrant holders
desiring to exercise any of their Warrants. Such holders are urged to read this
Prospectus carefully to ensure compliance with these procedures. FFMC will
receive all of the proceeds from the exercise of any of the Warrants.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Underwriting Discounts Proceeds to
Price to Public and Commissions Registrant (1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $26.67 None $26.67
- --------------------------------------------------------------------------------------------------------------
Total $34,977,065(2) None $34,977,065(2)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Before deduction of expenses estimated at $50,000.
(2) Assumes that all of the outstanding Warrants are exercised. The
total proceeds received by FFMC will depend on the total number of
Warrants exercised.
On March 27, 1995, the closing price per share of the Common Stock on
the New York Stock Exchange, Inc. was $73.25.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
A copy of this Prospectus, accompanied by a copy of FFMC's 1994
Annual Report to Shareholders, is being sent to each registered holder of
Warrants prior to the 1995 Exercise Period.
The date of this Prospectus is March 28, 1995.
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AVAILABLE INFORMATION
FFMC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is required to file
periodic reports, proxy statements and other information with the Securities
and Exchange Commission (the "SEC") relating to its business, financial
statements and other matters. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and upon request, may be made available at the Regional Offices of the
SEC located at 219 South Dearborn Street, Room 1204, Chicago, Illinois 60604,
and 75 Park Place, Room 1228, New York, New York 10278. Copies of such material
can also be obtained from the SEC at prescribed rates from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Common Stock is listed on the New York Stock Exchange, and reports and
information concerning FFMC are available for copying and inspection at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
FFMC also has filed with the SEC a Registration Statement under the
Securities Act of 1933 with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto. For further information with
respect to FFMC and such securities, reference is made to such Registration
Statement and exhibits. The Registration Statement, together with its
exhibits, may be inspected at the SEC's office in Washington, D.C., and copies
of all or any part thereof may be obtained from the SEC upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
FFMC incorporates herein by reference the following documents filed by
FFMC with the SEC under the Exchange Act: (a) FFMC's Annual Report on Form
10-K for the year ended December 31, 1994; (b) FFMC's Current Report on form
8-K, dated November 4, 1994, reporting the proposed acquisition of Western
Union Financial Services, Inc., and related assets ("Western Union"); (c)
FFMC's Current Report on Form 8-K, dated November 15, 1994, confirming
consummation of the acquisition of Western Union and to reflect various
adjustments in the Stock Purchase Agreement with respect to the acquisition of
Western Union; (d) FFMC's Current Report on Form 8-K, dated March 28, 1995,
updating the pro forma financial statements reflecting the acquisition of
Western Union; and (e) the description of the FFMC Common Stock contained in
FFMC's Registration Statement on Form 8-A (File No. 1-10442), filed on January
16, 1990, as updated by Item 2, Part II to FFMC's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1990.
All documents filed by FFMC pursuant to Sections 13(a) and (c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference and to be a part of this Prospectus from the date
of the filing of each such document. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
FFMC hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been incorporated in this Prospectus by reference, other than
exhibits to such documents. Written or telephone requests for such copies
should be directed to Mr. Randolph L.M. Hutto, Senior Executive Vice President
and General Counsel, First Financial Management Corporation, 3 Corporate
Square, Suite 700, Atlanta, Georgia 30329, Telephone (404) 321-0120.
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FFMC
FFMC provides a variety of information services to a diverse customer
base. FFMC provides services for the capture, manipulation and distribution of
data, including services for a variety of financial transactions. FFMC's
service and related product offerings currently include merchant credit card
authorization, processing and settlement; check guarantee and verification;
nonbank money transfer and bill payment services; debt collection and accounts
receivable management; data imaging, micrographics and electronic data base
management; integrated health care claims and management services; and the
development and marketing of data communication and information processing
systems, including in-store marketing programs and systems for supermarkets.
Since first becoming a public company in 1983, FFMC has significantly expanded
its customer base and range of services through internal growth and the
completion of numerous acquisitions. FFMC was incorporated as a Georgia
corporation in 1971. Its principal office is located at 3 Corporate Square,
Suite 700, Atlanta, Georgia 30329, and its telephone number is (404) 321-0120.
FFMC periodically conducts a strategic reevaluation of its businesses,
reviewing overall trends and developments in relation to its business
investments and industry concentrations. These strategic reviews have resulted
in numerous business acquisitions since 1987 that have broadened the Company's
service offerings, and in dispositions in 1992 of business units no longer
involved in FFMC's strategic direction.
In November 1994, FFMC acquired Western Union Financial Services,
Inc., and certain related assets ("Western Union"). FFMC's acquisition of
Western Union gives the Company a worldwide leadership position in nonbank
money transfer and bill payment services. The primary market for Western
Union's services is comprised of people who periodically need to send or
receive cash quickly to meet emergency situations, to send funds to family in
other locations or to use nonbank financial services to pay bills and meet
other obligations.
Western Union's automated money transfer system is connected to its
network of over 18,000 agents in the United States and over 6,000 agents in
over 100 foreign countries. In addition, money transfer services are available
on a next-day basis to 15 African countries and third-party service is
available in over 20 additional countries. Proprietary software links Western
Union's network directly to personal computers at agent locations for over half
of Western Union's domestic agent locations and over 1,000 of its foreign agent
locations. Western Union's administrative offices are located in Paramus, New
Jersey, and its principal facilities are customer service centers in Bridgeton,
Missouri, and Dallas, Texas, the latter being a multilingual center.
THE WARRANTS
BACKGROUND
On June 15, 1989, FPK purchased 6,300,000 shares of Common Stock and
8,400,000 Warrants from FFMC in a private transaction. Later in 1989, FPK sold
all of such shares and Warrants in a public offering.
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WARRANTS
After giving effect to prior exercises and forfeitures, the Warrants
now consist of an aggregate of 5,245,905 Warrants to purchase up to 1,311,476
shares of Common Stock. The Warrants were issued in registered form under a
Warrant Agreement dated June 15, 1989, as amended on September 5, 1989 (the
"Warrant Agreement") between FFMC and Wachovia Bank of North Carolina, N.A., as
Warrant Agent (the "Warrant Agent"), which also serves as the
Registrar-Transfer Agent for the Common Stock of FFMC. FFMC and the Warrant
Agent may from time-to-time amend or supplement the Warrant Agreement without
any approval by the holders of the Warrants to cure ambiguities or correct
mistakes or to make any other changes which do not adversely affect the
interests of the record holders of the Warrants.
SUBSCRIPTION RIGHTS UNDER THE WARRANTS
The Warrants consist of a right for the holder thereof to subscribe
for shares of Common Stock during any Exercise Period (as defined below) at the
exercise price (the "Exercise Price") of $26.67 per share, subject to potential
adjustment in the future as described below. Four Warrants will be required to
subscribe for one share of Common Stock, subject to potential adjustment as
described below (the "Exercise Ratio"). The Exercise Price and Exercise Ratio
were initially set forth in, and have been adjusted pursuant to, the Warrant
Agreement.
EXERCISE PERIODS AND EXPIRATION OF WARRANTS
All valid Warrants currently outstanding will be exercisable at any
time during a single period (the "Exercise Period") during 1995 (the "Final
Exercise Year"). The Exercise Period for the Final Exercise Year must include
at least the first fifteen days of April. The Exercise Period in the Final
Exercise Year will begin on the date which is ten days following the date on
which FFMC files with the SEC its Annual Report on Form 10-K for the preceding
calendar year and will end on the date which is thirty days after the start of
the Exercise Period. The 1995 Exercise Period will begin on March 30, 1995
and end on April 29, 1995.
FFMC shall cause the Warrant Agent to give to each of the registered
owners of the Warrants written notification of the start and termination date
of each Exercise Period at least five days before the start of such Exercise
Period. Notice for the 1995 Exercise Period was first sent to registered owners
of the Warrants on March 24, 1995.
Any Warrant which remains unexercised after 5:00 p.m. Atlanta,
Georgia, time on April 29, 1995, the last day of the 1995 Exercise Period,
shall lapse and all rights of the holder thereunder shall immediately cease and
determine.
PROCEDURE FOR EXERCISE
The Warrants may be exercised only during the 1995 Exercise Period.
The Warrants may be exercised (except to the extent they may have become
invalid) during the 1995 Exercise Period by completing the Notice of Exercise
printed on the warrant certificate and delivering the warrant
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certificate, together with either cash or a bank draft in U.S. dollars in the
amount of the exercise price, to the Warrant Agent.
Certificates for shares of Common Stock issuable with respect to such
exercises of the Warrants that have been properly effected shall be delivered
as soon as practicable thereafter (subject to the provisions of the Warrant
Agreement). FFMC will not issue fractional shares of Common Stock upon
exercise of the Warrants and will not make any cash payments in settlement of
any rights with respect to fractional shares.
ADJUSTMENTS TO THE EXERCISE PRICE AND THE EXERCISE RATIO
The Exercise Price is subject to adjustment pursuant to formulas set
out in the Warrant Agreement in certain events occurring prior to the close of
the 1995 Exercise Period, including: (a) the issuance of Common Stock of FFMC
as a dividend or distribution on the Common Stock; (b) subdivisions and
combinations of the Common Stock; (c) the issuance to all holders of Common
Stock of certain rights or warrants entitling them to subscribe for or purchase
Common Stock (for a period expiring within forty- five days of the record date
for such issuance) at less than the current market prices (as defined); and (d)
the distribution to all holders of Common Stock of capital stock (other than
Common Stock), evidences of indebtedness of FFMC, assets (excluding certain
cash dividends described below) or rights or warrants to subscribe for or
purchase any of its securities other than Common Stock. The Exercise Ratio is
also subject to adjustment pursuant to formulas set out in the Warrant
Agreement upon the occurrence of any events described in clauses (a) and (b) of
the preceding sentence.
No adjustment in the Exercise Price or the Exercise Ratio will be made
for cash dividends to the extent paid from retained earnings. No adjustment in
the Exercise Price or the Exercise Ratio will be required unless such
adjustment would require a change of at least 1% in the Exercise Price or the
Exercise Ratio then in effect; provided that any previous adjustment that would
otherwise be required to be made shall be carried forward and taken into
account in any subsequent adjustment. FFMC reserves the right to make such
reductions in the Exercise Price in addition to those required in the foregoing
provisions as FFMC in its discretion shall determine to be advisable in order
that certain stock-related distributions hereafter made by FFMC to its
shareholders shall not be taxable. Except as stated above, the Exercise Price
and the Exercise Ratio will not be adjusted for the issuance of Common Stock or
any securities convertible into or exchangeable for Common Stock, or carrying
the right to purchase Common Stock or any securities convertible or
exchangeable therefor.
In the case of (i) any reclassification or change of the Common Stock,
or (ii) a consolidation, merger, share exchange or combination involving FFMC
or (iii) a sale or conveyance to another corporation of the property and assets
of FFMC as an entirety or substantially as an entirety, in each case as a
result of which holders of Common Stock shall be entitled to receive stock,
securities, other property or assets (including cash) with respect to or in
exchange for such Common Stock, the holders of the Warrants then outstanding
will be entitled thereafter to convert such Warrants into warrants to purchase
the kind and amount of shares of stock, other securities or other property or
assets which they would have owned or been entitled
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to receive upon such reclassification, change, consolidation, merger, share
exchange, combination, sale or conveyance had such Warrants been exercised
immediately prior to such reclassification, change, consolidation, merger,
share exchange, combination, sale or conveyance.
An adjustment of the Exercise Price or the Exercise Ratio to
compensate holders of Warrants for taxable distributions to holders of Common
Stock generally will be deemed to result in a taxable dividend distribution to
the holders of Warrants. The treatment for tax purposes of foreign holders of
Warrants in such circumstances may be affected by applicable tax treaty
provisions. If the holders of Common Stock receive an actual or deemed
distribution of stock or rights to acquire stock and there is no adjustment in
the Exercise Price or Exercise Ratio, the holders of Common Stock may be
considered to have increased their proportionate interests in the assets of
earnings and profits of FFMC. In such circumstances, the absence of such an
adjustment may result in the distribution being treated as a taxable dividend
to the holders of Common Stock. This may occur, for example, if no adjustment
is made in the Exercise Price or Exercise Ratio because such adjustment would
be less than one percent of such price or ratio. Warrant holders are advised to
consult their own tax or financial advisers with respect to the effect of any
such distribution or adjustment.
USE OF PROCEEDS
FFMC intends to use the proceeds received upon exercise of any
Warrants pursuant to this Prospectus for general corporate purposes.
DESCRIPTION OF SECURITIES
The authorized capital stock of FFMC consists of 150,000,000 shares of
Common Stock and 5,000,000 shares of Preferred Stock, par value $1.00 per share
(the "Preferred Stock"). At March 10, 1995, there were 61,794,879 shares of
Common Stock issued and outstanding, and no shares of Preferred Stock issued
and outstanding.
COMMON STOCK
The shares being offered pursuant to this Prospectus are 1,311,476
shares of Common Stock. Holders of shares of Common Stock are entitled to one
vote per share on all matters to be voted on by shareholders and are not
entitled to cumulative voting in the election of directors, which means that
the holders of a majority of the shares voting for the election of directors
can elect all of the directors then standing for election, if they choose to do
so. The holders of shares of Common Stock are entitled to share ratably in such
dividends, if any, as may be declared on shares of Common Stock from time to
time by the Board of Directors in its discretion from funds legally available
therefor. The holders of shares of Common Stock are entitled to share pro rata
in distributions to shareholders upon liquidation of FFMC, subject to any prior
rights of any holders of Preferred Stock issued after the date of this
Prospectus (see "Preferred Stock" below).
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Holders of shares of Common Stock have no preemptive or other
subscription or conversion rights, and there are no redemption provision with
respect to such shares. All of the outstanding shares of Common Stock are fully
paid and nonassessable.
PREFERRED STOCK
Pursuant to FFMC's Restated Articles of Incorporation, the Board of
Directors of FFMC may from time-to-time authorize the issuance of up to
5,000,000 shares of Preferred Stock in one or more series, having such voting
rights, dividend rates and preferences, redemption prices, sinking funds,
convertibility provisions, liquidation and certain other preferences, rights
and provisions as the Board of Directors of FFMC may fix in providing for the
issuance of such series.
Shares of Preferred Stock may be issued for any general corporate
purposes, including acquisitions. If and when the Board of Directors should
authorize the issuance of any shares of Preferred Stock, dividend requirements
and any sinking fund, conversion or redemption provisions of such an issue
could decrease the amount of earnings and assets available for distribution to
holders of shares of Common Stock.
ANTITAKEOVER PROVISIONS
On July 8, 1988, FFMC's Bylaws were amended to adopt "fair price"
provisions of the Georgia Business Corporation Code that impose special
shareholder or director voting requirements for certain business combinations
involving a beneficial owner of 10% or more of FFMC's outstanding voting
shares, unless a "fair price" test is met. The bylaw amendment also adopted
other provisions of the Georgia Business Corporation Code prohibiting certain
business combinations involving a beneficial owner of 10% or more of FFMC's
voting shares unless either: (1) prior to the date the owner acquired 10% or
more of FFMC's voting shares, the Board of Directors of FFMC approved either
the proposed business combination or the acquisition of 10% or more of FFMC's
voting shares; (2) in the transaction which resulted in acquisition of 10% or
more of FFMC's voting shares, the shareholder acquired beneficial ownership of
at least 90% of FFMC's voting shares, excluding shares owned by directors or
officers of FFMC or their affiliates or associates, any subsidiary of FFMC or
any employee stock plans of FFMC in which the employee participants do not have
the right to determine confidentially whether shares held subject to the plan
would be tendered in a tender or exchange offer; or (3) the beneficial owner of
10% of FFMC's voting shares increases his beneficial ownership to at least 90%
of FFMC's voting shares and the business combination is approved by the holders
of a majority of FFMC voting shares excluding shares owned by the 90%
shareholder, any director or officer of FFMC, his affiliates or associates, any
subsidiary of FFMC and any employee stock plan of FFMC in which the
participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer.
The authority of the Board of Directors of FFMC to issue shares of
Preferred Stock and to determine the dividend, conversion, redemption, voting
and other provisions of the Preferred Stock could be exercised in a manner that
might discourage any attempt by a third party to take
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over FFMC. Also, the Restated Articles of Incorporation of FFMC authorize the
issuance of a large number of additional shares of Common Stock. The
availability of a large number of authorized and unissued shares could be used
to resist any effort to take over FFMC. For example, the Board of Directors,
without shareholder approval, could sell a large block of stock to a friendly
holder or implement a rights plan entitling all shareholders (excluding any
person or entity that might be accumulating a large, hostile position in FFMC
stock) to receive a large distribution of stock designed to dilute the interest
of any such hostile shareholder.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for
FFMC by Sutherland, Asbill & Brennan, Atlanta, Georgia. George L. Cohen, a
partner in Sutherland, Asbill & Brennan, is a director of FFMC. Attorneys at
Sutherland, Asbill & Brennan participating in matters related to the offering
beneficially own 15,601 shares of Common Stock.
EXPERTS
The financial statements of FFMC at December 31, 1994 and 1993 and for
each of the three years in the period ended December 31, 1994, incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of
Deloitte & Touche given upon the authority of such firm as experts in
accounting and auditing.
_______________________________________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection
with the offer made by this Prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized by FFMC.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation. Except where
otherwise indicated, this Prospectus speaks as of the date hereof. Neither the
delivery of this Prospectus nor any sale hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of FFMC since the date hereof.
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