<PAGE> 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, 1994
---------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED).
For the transition period from to
----------------- -----------------
Commission file number 33-37532, 33-18541, 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> 2
FIRST FINANCIAL MANAGEMENT CORPORATION
FFMC SAVINGS PLUS PLAN
ANNUAL REPORT ON FORM 11-K
INDEX
The following financial statements and supplemental schedules of the FFMC
Savings Plus Plan, together with the independent auditors' report thereon, are
filed herewith:
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
Financial Statements
- --------------------
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Benefits at
December 31, 1994 and 1993 4
Statements of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1994, 1993 and 1992 5
Notes to Financial Statements 6
Financial Statement Schedules
- -----------------------------
All schedules under Rule 6A-05 of Regulation S-X are omitted because
the information is presented in the financial statements or notes thereto.
Schedules of Assets Held for Investment Purposes as of
December 31, 1994, as required under the Employee Retirement
Income Security Act of 1974 ("ERISA") 16
Schedules of Reportable Transactions for the year ended 17
December 31, 1994, as required by ERISA
THE FOLLOWING EXHIBIT IS FILED HEREWITH:
Exhibit
- -------
(23) Independent Auditors' Consent 20
</TABLE>
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To The Plan Administrator and Participants of the
FFMC Savings Plus Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the FFMC Savings Plus Plan (the "Plan") as of December 31, 1994 and
1993, and the related statements of changes in net assets available for plan
benefits for each of the three years in the period ended December 31, 1994.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
31, 1994 and 1993, and the changes in net assets available for plan benefits
for each of the three years in the period ended December 31, 1994 in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) Assets Held for Investment Purposes as of December 31, 1994 and (2)
Reportable Transactions for the year ended December 31, 1994 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1994 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 5, 1995
(June 13, 1995 as to Note 11)
<PAGE> 4
FFMC SAVINGS PLUS PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
ASSETS
INVESTMENTS - At fair value - cost of $61,862,115 (1994)
and $45,358,166 (1993) $77,236,027 $60,232,904
RECEIVABLES:
Employer's contribution 2,001,934 1,237,519
Employees' contributions 1,273,683 272,700
Accrued interest and dividends 177,657 127,916
LIABILITIES
Due to broker for securities purchased (730,164)
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $79,959,137 $61,871,039
=========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
FFMC SAVINGS PLUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED
TO:
Investment income:
Net appreciation in fair value of
investments $ 2,089,110 $ 8,208,064 $ 8,056,454
Interest 400,698 353,142 341,136
Dividends - plan sponsor 49,137 51,377 65,911
Dividends - other 1,654,505 1,749,716 1,539,385
Contributions:
Employer 3,895,611 3,609,064 2,286,894
Employees 11,452,875 9,181,551 9,115,695
----------- ----------- -----------
Total additions 19,541,936 23,152,914 21,405,475
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants 8,502,909 32,704,241 5,333,529
----------- ----------- -----------
NET INCREASE (DECREASE) 11,039,027 (9,551,327) 16,071,946
TRANSFERS FROM MERGED PLANS 7,049,071 703,697 17,201,477
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, BEGINNING OF YEAR 61,871,039 70,718,669 37,445,246
----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $79,959,137 $61,871,039 $70,718,669
=========== =========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
FFMC SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The FFMC Savings Plus Plan (the "Plan") is a Section 401(k) defined
contribution plan which provides retirement, disability, termination, and
death benefits for employees of First Financial Management Corporation and
subsidiaries ("FFMC"), collectively, the plan sponsor and employer.
Effective January 1, 1991, the Plan was restated and amended for (i) the
merger into it of the FFMC Profit Sharing Retirement Plan (the "Profit
Sharing Feature"), and of various profit sharing and savings plans from
acquired companies (See Note 3), (ii) the extension of the Plan to cover
eligible employees of all present and future businesses acquired by FFMC
which do not have qualified plans or have terminated such plans, and (iii)
changes dictated by the Tax Reform Act of 1986 and subsequent legislation.
Effective January 1, 1995, the Plan no longer contains a profit
sharing feature. On this date, profit sharing contributions allocated to
participants' accounts became fully vested and were transferred to the
Guaranteed Fund (see Note 5). Contributions by the plan sponsor under the
Profit Sharing Feature were discretionary and based on the approval of the
Board of Directors of the plan sponsor. Assets under the Profit Sharing
Feature were managed by Wachovia Bank of Georgia, N.A. and invested in
equity funds, a fixed income fund, and a short-term money market fund.
The plan sponsor contributed to the Profit Sharing Feature; however,
participants could not direct such contributions to these investment
funds. During 1994, the plan sponsor made no contributions to the Profit
Sharing Feature.
The following is a brief description of the more significant features of
the Plan in effect at December 31, 1994. Participants should refer to the
Plan document for a more complete description of the Plan's provisions.
a. An employee of an employer that has adopted the Plan is eligible to
participate in the Plan on the first day of the calendar quarter after
completing one year of service, working at least 1,000 hours of
service within that year, and attaining age 18, provided the employee
is not part of a collective bargaining unit.
b. Participants can make tax-deferred contributions ranging from 1% to
10% of compensation, based upon his or her election, subject to
certain limitations in accordance with the Internal Revenue Code.
Compensation includes base salary plus any commissions, but does not
include bonuses or overtime pay.
c. The plan sponsor matches 25% (and may match up to an additional 75%)
of the contribution up to 6% of the participant's compensation. The
plan sponsor's total match of employee contributions was 50% in 1994,
50% in 1993, and 25% in 1992.
d. A participant may suspend making contributions as of the first day of
any month. Any suspension of contributions shall be for a period of
not less than six months. Contributions may be resumed as of the first
day of any calendar quarter which is at least six months after the
date a suspension began.
6
<PAGE> 7
e. Prior to 1988, participants were permitted to make after-tax
contributions to the Plan. A participant may withdraw pre-1988
after-tax contributions upon request and can also withdraw employee
pre-tax contributions after attaining age 59 1/2 and under certain
circumstances of financial hardship. The plan sponsor's matching
contribution cannot be withdrawn during employment.
f. The normal form of the retirement benefit is a lump sum distribution
and is paid to the participant or his or her beneficiary if the
participant retires at age 65 or older, becomes totally disabled, or
dies during employment.
g. If a participant leaves the employment of the plan sponsor, he or she
is entitled to receive all contributions made by the participant and
the related investment income on those funds plus a percentage of the
plan sponsor's matching contribution and the related investment income
on such contributions as determined by years of employment. Such
percentage is as follows:
<TABLE>
<CAPTION>
FULL YEARS VESTED PERCENTAGE OF
OF SERVICE MATCHING CONTRIBUTION
<S> <C>
1 25%
2 50
3 75
4 100
</TABLE>
Upon the employee's termination, the non-vested portion of the plan
sponsor's 401(k) match is forfeited (and prior to January 1, 1995 the
non-vested portion of the plan sponsor's profit sharing contribution
was forfeited). Forfeitures are used to reduce the plan sponsor
contributions in that year.
h. Participants may apply for loans from the Plan against the security of
his or her Plan account subject to certain limitations as set forth in
the Plan document.
i. Substantially all expenses of the Plan are paid by the plan sponsor.
j. Substantially all contributions received are initially deposited into
a cash clearing account, which for purposes of the Plan's financial
statements is considered an account of the Fixed Income Fund, and then
transferred to the appropriate fund for investment. Distributions to
participants are paid from such clearing account after cash has been
transferred from the appropriate fund.
k. Although it has not expressed any intention to do so, the plan sponsor
reserves the right to terminate or partially terminate the Plan or to
permanently discontinue contributions at any time subject to the
provisions set forth in the Employee Retirement Income Security Act of
1974. Upon termination, all participants' accounts would become fully
vested and nonforfeitable. After payment of expenses of the Plan and
certain proportional adjustments to participants' accounts, the Plan
would distribute to each participant, or beneficiary, the amount
credited to his or her account.
7
<PAGE> 8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments - Investments in FFMC common stock, Biltmore
Equity Management Fund, Biltmore Special Values Fund, and Biltmore Stock
Index Fund are stated at fair market value based upon published market
quotations. The carrying value of investments in commingled funds is based
on the fair market value of the underlying assets. Short-term investments
are valued at cost, which approximates fair market value.
Investment Transactions - Purchases and sales of investment securities are
recorded on their trade date.
Income Recognition - Income (dividends and interest) on investments is
recognized when earned.
3. PLAN MERGERS
FFMC has completed numerous business acquisitions in recent years and, as
a result, several profit sharing and savings plans of acquired companies
have been merged into the Plan. Generally, participants in these plans are
given full credit for their service with their employers (prior to
acquisition by FFMC) for purposes of both eligibility and vesting in the
Plan. In the future, if FFMC acquires other companies with savings plans,
it is presently intended that those plans will be merged into the Plan,
although FFMC is not required to do so. The number of plan mergers
completed, by year, are as follows:
<TABLE>
<CAPTION>
YEAR MERGER NUMBER OF PROFIT SHARING
COMPLETED AND SAVINGS PLANS
<S> <C>
1994 3
1993 2
1992 2
</TABLE>
4. PLAN DISPOSITIONS
On November 10, 1992, FFMC completed the sale of First Family Financial
Services ("First Family"), a regional consumer finance subsidiary. This
sale resulted in the employees of First Family becoming ineligible for
participation in the Plan subsequent to December 31, 1992; however, the
participants were allowed to continue participation from November 10, 1992
to December 31, 1992. Distributions to such participants were
substantially completed by the end of 1993.
On February 10, 1993, FFMC completed the sale of Basis Information
Technologies, Inc. ("BASIS"), a wholly owned subsidiary of FFMC. At the
completion of this sale, BASIS participants were no longer eligible to
participate in the Plan; however, such participants were allowed to make
contributions to the Plan through February 15, 1993. Distributions to
these participants were substantially completed by the end of 1993.
On June 12, 1993, FFMC completed the sale of Georgia Federal Bank
("Georgia Federal"), a wholly owned subsidiary of FFMC. Georgia Federal
employees were allowed to make contributions to the Plan through May 31,
1993. Distributions to such participants were substantially completed by
the end of 1993.
8
<PAGE> 9
5. INVESTMENTS
The Plan permits participant investment in three funds:
Balanced Fund - a fund invested primarily in mutual or commingled funds
invested in corporate common stocks other than FFMC common stock, or
corporate debt instruments. At December 31, 1994, 4,284 employees
participated in this fund.
FFMC Stock Fund - a fund invested primarily in FFMC common stock. At
December 31, 1994, 6,726 employees participated in this fund.
Fixed Income Fund - a fund invested primarily in mutual or commingled funds
invested in fixed income securities. At December 31, 1994, 5,125 employees
participated in this fund.
All of the plan sponsor's matching contributions are invested in the FFMC
Stock Fund. Loans to participants are considered assets of the Fixed
Income Fund.
Investments that represent 5% or more of the Plan's net assets at December
31, 1994 and 1993 include First Financial Management Corporation Common
Stock, Biltmore Equity Management Fund, Wachovia Diversified Funds - Fixed
Income Fund, and Signet Trust Valuation Fund - Stable Value Fund I.
Investments held at year-end are as follows:
<TABLE>
<CAPTION>
DESCRIPTION COST MARKET
DECEMBER 31, 1994:
<S> <C> <C>
BALANCED FUND:
Biltmore Equity Management Fund $ 7,640,230 $ 7,630,452
Wachovia Diversified Funds - Fixed Income Fund 6,340,664 6,036,409
Wachovia Diversified Funds - Short-Term Investments 1,719,796 1,719,796
----------- -----------
15,700,690 15,386,657
----------- -----------
FFMC STOCK FUND:
First Financial Management Corporation
Common Stock 22,321,511 37,206,772
Wachovia Diversified Funds - Short-Term Investments 178,889 178,889
----------- -----------
22,500,400 37,385,661
----------- -----------
FIXED INCOME FUND:
Signet Trust Daily Valuation
Fund - Stable Value Fund I 17,195,097 18,022,088
Wachovia Diversified Funds - Short-Term Investments 1,597,560 1,597,560
Loans to individual participants
Interest rates from 7.25% to 12.63% with
maturity dates from January 1995 to September 2012 2,814,846 2,814,846
----------- -----------
21,607,503 22,434,494
----------- -----------
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
DESCRIPTION COST MARKET
DECEMBER 31, 1994:
<S> <C> <C>
PROFIT SHARING FEATURE:
Biltmore Special Values Fund $ 199,592 $ 196,069
Biltmore Stock Index Fund 781,317 785,941
Wachovia Diversified Funds - Fixed Income Fund 1,042,353 1,016,945
Wachovia Diversified Funds - Short-Term Investments 30,260 30,260
----------- -----------
2,053,522 2,029,215
----------- -----------
$61,862,115 $77,236,027
=========== ===========
DECEMBER 31, 1993:
BALANCED FUND:
Biltmore Equity Management Fund $ 5,809,295 $ 5,979,890
Wachovia Diversified Funds - Fixed Income Fund 4,606,190 4,795,348
Wachovia Diversified Funds - Short-Term Investments 1,470,459 1,470,459
----------- -----------
11,885,944 12,245,697
----------- -----------
FFMC STOCK FUND:
First Financial Management Corporation
Common Stock 14,254,406 27,771,691
Wachovia Diversified Funds - Short-Term Investments 94,515 94,515
----------- -----------
14,348,921 27,866,206
----------- -----------
FIXED INCOME FUND:
Signet Trust Daily Valuation
Fund - Stable Value Fund I 14,754,349 15,693,660
Wachovia Diversified Funds - Short-Term Investments 863,494 863,494
Loans to individual participants - Interest rates from 7.25% to 13.20%
with maturity dates from
January 1994 to September 2011 2,219,296 2,219,296
----------- -----------
17,837,139 18,776,450
----------- -----------
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
DESCRIPTION COST MARKET
DECEMBER 31, 1993:
<S> <C> <C>
PROFIT SHARING FEATURE:
Biltmore Special Values Fund $ 117,009 $ 120,751
Biltmore Stock Index Fund 464,145 485,478
Wachovia Diversified Funds - Fixed Income Fund 570,808 604,122
Wachovia Diversified Funds - Short-Term Investments 134,200 134,200
----------- -----------
1,286,162 1,344,551
----------- -----------
$45,358,166 $60,232,904
=========== ===========
Activity concerning FFMC common shares is as follows:
<CAPTION>
1994 1993
------------------------- -------------------------
Shares Cost Shares Cost
<S> <C> <C> <C> <C>
Balance, beginning of year 489,369 $14,254,406 618,747 $14,470,390
Purchases 183,546 10,491,067 150,686 6,661,160
Withdrawals (69,154) (2,423,962) (280,064) (6,877,144)
------- ----------- -------- -----------
Balance, end of year 603,761 $22,321,511 489,369 $14,254,406
======= =========== ======== ===========
</TABLE>
6. INCOME TAX STATUS
The Plan obtained its latest determination letter prior to its 1988
amendment and restatement, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan was amended and
restated effective January 1, 1991 and has been amended since then, most
recently on November 7, 1994. On November 21, 1994, the plan sponsor filed
an Application for Determination with the Internal Revenue Service with
respect to the Plan as amended and restated. Although determination from
the Internal Revenue Service has not been received, the plan sponsor
believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, the plan sponsor believes that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
7. DISTRIBUTIONS PAYABLE
At December 31, 1994 and 1993, distributions requested by participants but
not paid of approximately $4,203,000 and $2,145,000, respectively, were
not accrued in the accompanying financial statements in accordance with
guidelines of the 1994 Audit and Accounting Guide "Audits of Employee
Benefit Plans."
11
<PAGE> 12
8. INTERNAL REVENUE SERVICE FORM 5500
Differences between the financial statements and items 31 and 32 on Form
5500 are as follows:
<TABLE>
<CAPTION>
FINANCIAL FORM
STATEMENTS 5500
DECEMBER 31, 1994:
<S> <C> <C>
Distributions paid to participants $ 8,502,909 $ 6,357,909
=========== ===========
DECEMBER 31, 1993:
Distributions payable $ - $ 2,145,000
=========== ===========
Net assets available for plan benefits $61,871,039 $59,726,039
=========== ===========
Distributions paid to participants $32,704,241 $22,987,241
=========== ===========
</TABLE>
The differences are a result of distributions payable being included as an
accrued liability as of December 31, 1993 in Form 5500, while they are
only disclosed in the notes to the financial statements. Distributions
requested by participants but not paid were not required to be accrued as
distributions payable in Form 5500 as of December 31, 1994. Therefore,
there were no such differences at that date.
9. BY FUND INFORMATION (NET ASSETS AVAILABLE FOR PLAN BENEFITS)
The net assets available for plan benefits by fund are as follows:
<TABLE>
<CAPTION>
December 31, 1994
-------------------------------------------------------------------------------
FFMC Fixed Income Profit
ASSETS Balanced Fund Stock Fund Fund Sharing Feature Total
<S> <C> <C> <C> <C> <C>
Investments, at fair value $15,386,657 $37,385,661 $22,434,494 $2,029,215 $77,236,027
Receivables:
Employer's contribution 2,001,934 2,001,934
Employees' contributions 1,273,683 1,273,683
Accrued interest and dividends 8,221 31,452 137,984 177,657
LIABILITIES
Due to broker for securities purchased (180,000) (550,164) (730,164)
----------- ----------- ----------- ---------- -----------
Net Assets Available for Plan Benefits $15,214,878 $36,866,949 $25,848,095 $2,029,215 $79,959,137
=========== =========== =========== ========== ===========
<CAPTION>
December 31, 1993
-------------------------------------------------------------------------------
FFMC Fixed Income Profit
ASSETS Balanced Fund Stock Fund Fund Sharing Feature Total
<S> <C> <C> <C> <C> <C>
Investments, at fair value $12,245,697 $27,866,206 $18,776,450 $1,344,551 $60,232,904
Receivables:
Employer's contribution 1,237,519 1,237,519
Employees' contributions 272,700 272,700
Accrued interest and dividends 4,007 24,899 98,605 405 127,916
----------- ----------- ----------- ---------- -----------
Net Assets Available for Plan Benefits $12,249,704 $27,891,105 $20,385,274 $1,344,956 $61,871,039
=========== =========== =========== ========== ===========
</TABLE>
12
<PAGE> 13
10. BY FUND INFORMATION (CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS)
The changes in net assets available for plan benefits by fund are as
follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1994
-----------------------------------------------------------------------------
FFMC Fixed Income Profit
Balanced Fund Stock Fund Fund Sharing Feature Total
<S> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments ($668,963) $2,839,463 ($81,390) $2,089,110
Interest 65,676 34,841 $294,007 6,174 400,698
Dividends - Plan Sponsor 49,137 49,137
Dividends - Other 633,600 962,345 58,560 1,654,505
Contributions:
Employer 1,177,758 2,717,853 3,895,611
Employees 284,780 539,755 10,628,340 11,452,875
----------- ----------- ----------- ---------- -----------
Total additions 315,093 4,640,954 14,602,545 (16,656) 19,541,936
Deductions from Net Assets Attributed to:
Distributions to participants (1,612,595) (3,860,410) (2,794,615) (235,289) (8,502,909)
Interfund Transfers 4,262,676 8,195,300 (13,394,180) 936,204
----------- ----------- ----------- ---------- -----------
Net Increase (Decrease) 2,965,174 8,975,844 (1,586,250) 684,259 11,039,027
Transfers from Merged Plans 7,049,071 7,049,071
Net Assets Available for Plan Benefits,
Beginning of year 12,249,704 27,891,105 20,385,274 1,344,956 61,871,039
----------- ----------- ----------- ---------- -----------
Net Assets Available for Plan Benefits,
End of year $15,214,878 $36,866,949 $25,848,095 $2,029,215 $79,959,137
=========== =========== =========== ========== ===========
</TABLE>
13
<PAGE> 14
10. BY FUND INFORMATION (CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS)
(continued)
<TABLE>
<CAPTION>
Year Ended December 31, 1993
---------------------------------------------------------------------------
FFMC Fixed Income Profit
Balanced Fund Stock Fund Fund Sharing Feature Total
<S> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment income:
Net appreciation in fair
value of investments $ 568,932 $ 7,552,387 $ 6,517 $ 80,228 $ 8,208,064
Interest 44,706 50,633 251,440 6,363 353,142
Dividends - Plan Sponsor 51,377 51,377
Dividends - Other 500,786 3,195 1,176,406 69,329 1,749,716
Contributions:
Employer 2,981,534 627,530 3,609,064
Employees 264,290 357,149 8,560,112 9,181,551
----------- ----------- ----------- ---------- -----------
Total additions 1,378,714 8,014,741 12,976,009 783,450 23,152,914
Deductions from Net Assets Attributed to:
Distributions to participants (4,706,769) (12,853,951) (13,932,005) (1,211,516) (32,704,241)
Interfund Transfers 3,060,099 5,143,875 (8,376,862) 172,888
----------- ----------- ----------- ---------- -----------
Net (Decrease) Increase (267,956) 304,665 (9,332,858) (255,178) (9,551,327)
Transfers from Merged Plans 703,697 703,697
Net Assets Available for Plan Benefits,
Beginning of year 12,517,660 27,586,440 29,014,435 1,600,134 70,718,669
----------- ----------- ----------- ---------- -----------
Net Assets Available for Plan Benefits,
End of year $12,249,704 $27,891,105 $20,385,274 $1,344,956 $61,871,039
=========== =========== =========== ========== ===========
<CAPTION>
Year Ended December 31, 1992
---------------------------------------------------------------------------
FFMC Fixed Income Profit
Balanced Fund Stock Fund Fund Sharing Feature Total
<S> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment income:
Net appreciation in fair
value of investments $ 288,154 $ 7,698,959 $ 8,456 $ 60,885 $ 8,056,454
Interest 34,862 11,023 289,233 6,018 341,136
Dividends 300,013 74,870 1,168,569 61,844 1,605,296
Contributions:
Employer 1,728,149 558,745 2,286,894
Employees 315,272 318,206 8,482,217 9,115,695
----------- ----------- ----------- ---------- -----------
Total additions 938,301 8,103,058 11,676,624 687,492 21,405,475
Deductions from Net Assets Attributed to:
Distributions to participants (204,239) (5,129,290) (5,333,529)
Interfund Transfers 6,963,395 6,614,049 (13,574,927) (2,517)
----------- ----------- ----------- ---------- -----------
Net Increase (Decrease) 7,901,696 14,512,868 (7,027,593) 684,975 16,071,946
Transfers from Merged Plans 17,201,477 17,201,477
Net Assets Available for Plan Benefits,
Beginning of year 4,615,964 13,073,572 18,840,551 915,159 37,445,246
----------- ----------- ----------- ---------- -----------
Net Assets Available for Plan Benefits,
End of year $12,517,660 $27,586,440 $29,014,435 $1,600,134 $70,718,669
=========== =========== =========== ========== ===========
</TABLE>
14
<PAGE> 15
11. PLAN SPONSOR MERGER
On June 13, 1995, First Data Corporation ("FDC") and FFMC announced an
agreement to merge an FDC subsidiary into FFMC, with FFMC continuing as a
subsidiary of FDC. Terms of the agreement provide for shareholders of FFMC to
receive 1.5859 FDC common shares for each share of FFMC common stock. The
merger requires the approval of the shareholders of both companies, as well as
various regulatory agencies. FDC sponsors a Section 401(k) defined
contribution plan (the "FDC Plan") for the benefit of its employees. FDC has
agreed to cause FFMC for a year after the merger to keep the FFMC Savings Plus
Plan (and the Western Union Plan referenced below) in effect or to provide
benefits to employees of FFMC and its subsidiaries that are no less favorable
than those provided by FDC and its subsidiaries to their own employees.
During December 1994, FFMC acquired Western Union Financial Services, Inc.
("Western Union"). Western Union maintains a 401(k) plan (the "Western Union
Plan") for the benefit of its nonunion employees. Previously, FFMC and Western
Union contemplated merging the Western Union Plan into the FFMC Savings Plus
Plan in late 1995. It is now contemplated that such plan merger will be
deferred, as it may be simpler to merge the Western Union Plan directly into
the FDC Plan.
15
<PAGE> 16
FFMC SAVINGS PLUS PLAN
SUPPLEMENTAL SCHEDULES
(See Independent Auditors' Report)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Party-in-
Interest Description of Investment Including
to the Identity of issue, borrower, Maturity Date, Rate of Interest, Current
Plan lessor, or similar party Collateral, Par, or Maturity Value Cost Value
<S> <C> <C> <C> <C>
* First Financial Management
Corporation Common Stock (603,761 shares) $22,321,511 $37,206,772
Biltmore Equity Management Fund (753,997 units) 7,640,230 7,630,452
Biltmore Special Values Fund (19,905 units) 199,592 196,069
Biltmore Stock Index Fund (76,231 units) 781,317 785,941
* Wachovia Diversified Funds Fixed Income Fund (17,617 units) 7,383,017 7,053,354
* Wachovia Diversified Funds Short-Term Investments 3,526,505 3,526,505
* Signet Trust Company Stable Value Fund I (18,022,088 units) 17,195,097 18,022,088
* Loans to Individual Participants - Interest
rates from 7.25% to 12.63% with maturity
dates from January 1995 to September 2012 2,814,846 2,814,846
----------- -----------
$61,862,115 $77,236,027
=========== ===========
</TABLE>
16
<PAGE> 17
FFMC SAVINGS PLUS PLAN
SUPPLEMENTAL SCHEDULES
(See Independent Auditors' Report)
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expense
Incurred
Identity of Purchase Selling Lease with
Party Involved Description of Asset Price Price Rental Transaction
<S> <C> <C> <C> <C> <C>
Single Transactions:
Wachovia Bank of Georgia Wachovia Diversified Funds -
Short-Term Investments $6,847,162
Wachovia Bank of Georgia Wachovia Diversified Funds -
Short-Term Investments $6,576,397
<CAPTION>
Current Value
of Asset On
Identity of Cost of Transaction Net Gain
Party Involved Description of Asset Asset Date or (Loss)
<S> <C> <C> <C> <C>
Single Transactions:
Wachovia Bank of Georgia Wachovia Diversified Funds -
Short-Term Investments $6,847,162 $6,847,162
Wachovia Bank of Georgia Wachovia Diversified Funds -
Short-Term Investments 6,576,397 6,576,397
</TABLE>
17
<PAGE> 18
FFMC SAVINGS PLUS PLAN
SUPPLEMENTAL SCHEDULES
(See Independent Auditors' Report)
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
(Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expense
Incurred
Identity of Purchase Selling Lease with
Party Involved Description of Asset Price Price Rental Transaction
<S> <C> <C> <C> <C> <C>
Series of Transactions:
Wachovia Bank of Georgia Wachovia Diversified Funds -
Short-Term Investments $34,215,267
Wachovia Bank of Georgia Wachovia Diversified Funds - $33,254,015
Short-Term Investments
Signet Trust Company Signet Trust Daily Valuation
Fund - Stable Value Fund I 4,445,500
Signet Trust Company Signet Trust Daily Valuation
Fund - Stable Value Fund I 2,117,074
First Financial Management
Corporation FFMC Common Shares 10,474,814 $16,253
First Financial Management
Corporation FFMC Common Shares 3,900,235 4,786
<CAPTION>
Current Value
of Asset On
Identity of Cost of Transaction Net Gain
Party Involved Description of Asset Asset Date or (Loss)
<S> <C> <C> <C> <C>
Series of Transactions:
Wachovia Bank of Georgia Wachovia Diversified Funds -
Short-Term Investments $34,215,267 $34,215,267
Wachovia Bank of Georgia Wachovia Diversified Funds -
Short-Term Investments 33,254,015 33,254,015
Signet Trust Company Signet Trust Daily Valuation
Fund - Stable Value Fund I 4,445,500 4,445,500
Signet Trust Company Signet Trust Daily Valuation
Fund - Stable Value Fund I 2,004,753 2,117,074 $ 112,321
First Financial Management
Corporation FFMC Common Shares 10,491,067 10,474,814
First Financial Management
Corporation FFMC Common Shares 2,423,962 3,900,235 1,471,487
</TABLE>
Note: Transactions included herein represent a transaction or a series of
transactions in securities of the same issue or with respect to the
same issuer in excess of 5% of the market value of Plan assets at the
beginning of the year.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or 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 29, 1995 By /s/ M. Tarlton Pittard
---------------------- -------------------------------------------
M. Tarlton Pittard
Vice Chairman, Chief Financial Officer
and Treasurer
Date: June 29, 1995 By /s/ Richard Macchia
---------------------- -------------------------------------------
Richard Macchia
Executive Vice President
and Principal Accounting Officer
19
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in First Financial Management
Corporation's Registration Statement No. 2-96064 of 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 May 5, 1995 (June 13, 1995 as to Note 11) appearing in
this Annual Report on Form 11-K of the FFMC Savings Plus Plan for the year
ended December 31, 1994.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 27, 1995
20
