<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
FIRST DATA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 47-0731996
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7374
(Primary Standard Industrial Classification Code Number)
401 Hackensack Avenue
Hackensack, New Jersey 07601
(201) 525-4702
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
David P. Bailis
General Counsel
First Data Corporation
2121 North 117th Avenue
Omaha, Nebraska 68164
(402) 498-2170
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies to:
Jim L. Kaput Thomas A. Rossi
Sidley & Austin Associate General Counsel
One First National Plaza First Data Corporation
Chicago, Illinois 60603 2121 North 117TH Avenue
Omaha, Nebraska 68164
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following the box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Title of Each Proposed Proposed
Class of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 10,000,000 shares $39.85 $398,500,000 $120,758
($.01 par value)
========================================================================================================
</TABLE>
(1) The number of shares reflects a two-for-one stock split payable on November
15, 1996 to stockholders of record as of November 1, 1996. Also registered
hereby are such additional and indeterminable number of shares as may
become issuable due to adjustments for changes resulting from stock
dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low sale prices of the Common Stock, $.01
par value, of First Data Corporation, as reported for New York Stock
Exchange Composite Transactions on October 31, 1996, pursuant to Rule
457(c) under the Securities Act of 1933. Such average sale price has been
adjusted to reflect a two-for-one stock split payable on November 15, 1996
to stockholders of record as of November 1, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
------------------------------------------
<PAGE>
Subject to Completion,
Dated November 4, 1996
PROSPECTUS
[LOGO] 10,000,000 SHARES
FIRST DATA CORPORATION
COMMON STOCK
This Prospectus relates to 10,000,000 shares of common stock,
$.01 par value (the "Common Stock"), which may be offered and issued by
First Data Corporation (the "Company") from time to time in connection with
the acquisition of businesses or properties by the Company or its
subsidiaries. The consideration for such acquisitions will consist of
shares of Common Stock, cash, notes or other evidence of indebtedness,
guarantees, assumption of liabilities or a combination thereof, as
determined from time to time by negotiations between the Company's
representatives and the owners or controlling persons of the businesses or
properties to be acquired. In addition, the Company may lease property from
and enter into employment, management or consulting agreements and non-
competition agreements with the former owners and key executive personnel
of the businesses or properties to be acquired.
It is anticipated that number of shares of Common Stock issued in
any such acquisition will be determined based upon a price reasonably
related to the current market value of the Common Stock, either at the time
the terms of the acquisition are tentatively agreed upon, at or about the
time of the closing of such acquisition, or during the period or periods
prior to delivery of the shares.
The Company's Common Stock is listed and traded on the New York
Stock Exchange under the symbol "FDC."
__________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________________
The date of this Prospectus is __________, 1996.
<PAGE>
The Company does not expect to pay any underwriting discounts or
commissions in connection with the offering or issuance of shares of Common
Stock covered by this Prospectus, although brokers' fees or commissions may
be paid in connection with a specific acquisition.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH ANY
OFFERING CONTEMPLATED HEREBY OR THEREBY AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF,
OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission
may be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its Northeast Regional Office located at 7
World Trade Center, Suite 1300, New York, New York 10048 and Midwest
Regional Office located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material also can be
obtained at prescribed rates from the Public Reference Section of the
Commission located at 450 Fifth Street, N.W., Washington D.C. 20549. On May
6, 1996, the Company became subject to the electronic filing requirements
of the Commission. Accordingly, pursuant to the rules and regulations of
the Commission, certain documents, including annual and quarterly reports
and proxy statements, filed by the Company with the Commission on and after
May 6, 1996 have been or will be filed electronically. The Commission
maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the Commission at (http://www.sec.gov.).
The Common Stock is listed and traded on the New York Stock
Exchange and such reports, proxy statements and other information
concerning the Company can also be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does
not contain all the information set forth in the Registration Statement and
exhibits thereto which the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), to which
reference is hereby made.
-2-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
under the Exchange Act are incorporated by reference in this Prospectus and
shall be deemed to be a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
(c) the Current Report of the Company on Form 8-K dated January
30, 1996; and
(d) the registration statement of the Company on Form 8-A, dated
March 24, 1992.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
shall be deemed to be incorporated by reference into this Prospectus and to
be a part hereof from the respective dates of filing of such documents. 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 to
constitute a part of this Prospectus, except as so modified and superseded.
All information appearing in this Prospectus is qualified in its entirety
by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN
EXHIBITS THERETO) MAY BE OBTAINED UPON WRITTEN OR ORAL REQUEST WITHOUT
CHARGE BY ANY PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED, FROM THE
COMPANY, 5660 NEW NORTHSIDE DRIVE, ATLANTA, GEORGIA 30328 (TELEPHONE NUMBER
(770) 857-7118), ATTENTION: INVESTOR RELATIONS. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT DECISION IS TO
BE MADE.
-3-
<PAGE>
THE COMPANY
The Company provides high-quality, high-volume information processing
and related services including: transaction card issuer services and merchant
processing services, payment instruments, investment processing services, check
acceptance and guaranty services, health care administration services,
receivables management services, in-store banking services, teleservices and
imaging, database and other information management services. The Company's
information processing facilities are comprised of integrated networks of
computer hardware, proprietary software and other telecommunications and
operations systems. The Company has data centers which are capable of servicing
a wide range of client groups, enabling it to process transactions for thousands
of clients in a rapid and cost effective manner and to take advantage of
economies-of-scale when adding new clients. The Company regularly considers
acquisition opportunities as well as other forms of business combinations and
divestitures. Historically, the Company has been involved in numerous
transactions of varying magnitudes, for consideration which has included cash or
securities (including Common Stock) or combinations thereof. The Company
continues to evaluate and pursue transaction opportunities as they arise. No
assurance can be given with respect to the timing, likelihood or the financial
or business effect of any possible transaction.
THE OFFERING
The securities of the Company which may be offered from time to time
by this Prospectus consist of up to 10,000,000 shares of Common Stock which the
Company proposes to issue in connection with the acquisition of businesses or
properties. The Company proposes to issue such shares in a continuous program of
acquisitions by the Company and its subsidiaries. The Common Stock to be issued
hereunder will be freely transferable under the Securities Act, except for
shares of Common Stock issued in connection with an acquisition to any person
deemed to be an affiliate of an acquired business or property for purposes of
Rule 145 under the Securities Act at the time of any such acquisition.
Generally, such affiliates may not sell their shares of Common Stock
acquired in connection with an acquisition except pursuant to an effective
registration statement under the Securities Act covering such shares or in
compliance with Rule 145 under the Securities Act or another applicable
exemption from the registration requirements of the Securities Act.
The shares of Common Stock that may be offered by this Prospectus will
ordinarily be issued as consideration paid by the Company upon the acquisition
of one or more businesses or properties. The consideration for acquisitions will
consist of shares of Common Stock, cash, notes or other evidence of
indebtedness, guarantees, assumption of liabilities or a combination thereof, as
determined from time to time by negotiations between the Company and the owners
or controlling persons of the businesses or properties to be acquired. In
addition, the Company may lease property from and enter into employment,
management or consulting agreements and non-competition agreements with the
former owners and key executive personnel of the businesses or properties to be
acquired.
It is anticipated that shares of Common Stock issued in any such
acquisition will be valued at a price reasonably related to the current market
value of the Common Stock, either at the time the terms of the acquisition are
tentatively agreed upon, at or about the time of the closing of such
acquisition, or during the period or periods prior to delivery of the shares.
Other than the businesses or properties acquired, there will be no proceeds to
the Company from such transactions.
-4-
<PAGE>
DESCRIPTION OF SECURITIES
As of the date of this Prospectus, the Company's authorized
capital stock consists of 600,000,000 shares of Common Stock, $.01 par
value and 10,000,000 shares of Preferred Stock, $1.00 par value. As of
September 30, 1996, approximately 224,020,000 shares of Common Stock were
issued and outstanding. No shares of Preferred Stock are currently
outstanding. The following summary description of the capital stock of the
Company does not purport to be complete and is qualified in its entirety by
reference to the Company's Amended and Restated Certificate of
Incorporation and to Delaware corporate law. See "Available Information."
On September 18, 1996, the Board of Directors of the Company declared a
two for-one stock split in the form of a stock dividend payable on
November 15, 996 to stockholders of record as of November 1, 1996.
Previously reported share data will be doubled and per share data will
be halved to retroactively restate for the stock split.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the shares
of Common Stock entitled to vote in any election of directors may elect all
of the directors standing for election. Holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared by
the Board of Directors out of funds legally available therefor, subject to
any preferential dividend rights of outstanding Preferred Stock and certain
dividend limitations contained in the Company's outstanding senior
promissory notes. The Company's most recent quarterly cash dividend on its
Common Stock was $.03 per share payable on October 5, 1996 to stockholders
of record as of October 1, 1996. Upon the liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to
receive ratably the net assets of the Company available after the payment
of all debts and other liabilities and subject to the prior rights of any
outstanding Preferred Stock. Holders of Common Stock have no preemptive,
subscription, redemption or conversion rights. All outstanding shares of
Common Stock are duly authorized, validly issued, fully paid and
nonassessable. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of Preferred Stock which the Company may
designate and issue in the future.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed
upon for the Company by Thomas A. Rossi, Associate General Counsel of the
Company. Mr. Rossi is an officer and full-time employee of the Company and
owns, and holds options to purchase, shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such report of Ernst & Young LLP, as to
the years ended December 31, 1993 and 1994, is based in part on the report
of Deloitte & Touche LLP, independent auditors. Such consolidated financial
statements and schedule are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein by
reference in reliance upon the reports of such auditors pertaining to such
-5-
<PAGE>
financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such firms as experts in accounting and
auditing. With respect to the unaudited consolidated interim financial
information for the three-month periods ended March 31, 1996 and 1995 and the
three and six-month periods ended June 30, 1996 and 1995, incorporated by
reference herein, Ernst & Young LLP have reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports, included in the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996, and incorporated herein by reference, state that they did not audit
and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted considering the limited nature of the review procedures applied.
The independent auditors are not subject to the liability provision of Section
11 of the Securities Act for their reports on the unaudited interim financial
information because those reports are not a "report" or a "part" of the
Registration Statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Securities Act.
-6-
<PAGE>
No person is authorized to give any information or to make any representations
other than those contained or incorporated by reference in this Prospectus or
any Prospectus Supplement in connection with any offering contemplated hereby or
thereby and, if given or made, such information or representations must not be
relied upon as having been authorized. Neither this Prospectus nor any
Prospectus Supplement constitutes an offer to sell or a solicitation of an offer
to buy any securities other than the registered securities to which it relates
or an offer to sell or a solicitation of an offer to buy such securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus or
any Prospectus Supplement nor any sale made hereunder or thereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or thereof, or that the information
contained or incorporated by reference herein or therein is correct as of any
time subsequent to its date.
--------------------
TABLE OF CONTENTS
Available Information......................................................... 2
Incorporation of Certain
Documents by Reference...................................................... 3
The Company................................................................... 4
The Offering.................................................................. 4
Description of Securities..................................................... 5
Legal Matters................................................................. 5
Experts....................................................................... 5
----------------------
[LOGO] 10,000,000 SHARES
FIRST DATA CORPORATION
COMMON STOCK
-------------------
PROSPECTUS
-------------------
_________________ ___, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") permits indemnification of directors, officers, employees and
agents of corporations under certain conditions and subject to certain
limitations. In accordance with the DGCL, the Amended and Restated Certificate
of Incorporation contains a provision to limit the personal liability of the
directors of the Company for violations of their fiduciary duty. This provision
eliminates each director's liability to the Company or its stockholders for
monetary damages except to the extent provided by the DGCL (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any such actions involving
gross negligence.
The Amended and Restated Certificate of Incorporation and the By-
laws of the Company provide for indemnification of the Company's officers and
directors to the fullest extent permitted by applicable law, except that the By-
laws provide that the Company is required to indemnify an officer or director in
connection with a proceeding initiated by such person only if the proceeding was
authorized by the Board of Directors of the Company. In addition, the Company
maintains insurance policies which provide coverage for its officers and
directors in certain situation where the Company cannot directly indemnify such
officers or directors.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) are incorporated herein
by reference to the file number indicated.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
*4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Commission File No. 1-11073, Exhibit 3
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995)
*4.2 By-laws of the Company (incorporated by reference to Commission File
No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995)
5 Opinion of Thomas A. Rossi
15 Letter from Ernst & Young LLP re: unaudited interim financial
information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Thomas A. Rossi (included in Exhibit 5)
24 Powers of Attorney (included in the signature page of this
Registration Statement)
II-1
<PAGE>
(b) Financial Statement Schedules have been previously filed as part of the
Company's Form 10-K for the year ended December 31, 1995.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) The undersigned registrant hereby undertakes as follows: that prior to
any public offering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(d) The undersigned registrant undertakes that every prospectus (1) that
is filed pursuant to the immediately preceding paragraph or (2) that
purports to meet the requirements of Section 10(a)(3) of the Securities Act
and is used in connection with the offering of securities subject to Rule
415, except to the extent permitted to be filed as a prospectus supplement,
will be filed as a part of an amendment to the registration statement and
will not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the
II-2
<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(f) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective, except
where the transaction in which the securities being offered pursuant to
this registration statement would itself qualify for an exemption from
Section 5 of the Securities Act, absent the existence of other similar
(prior or subsequent) transactions.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration Statement on Form
S-4 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hackensack, State
of New Jersey, on October 28, 1996
FIRST DATA CORPORATION
By: /s/ Henry C. Duques
--------------------------------------
Henry C. Duques
Chairman of the Board
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints David P. Bailis, Patricia A.
Winchell and Thomas A. Rossi, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Henry C. Duques
- ------------------------------ Chairman of the Board and
Henry C. Duques Chief Executive Officer October 28, 1996
Chief Executive Officer
/s/ Lee Adrean
- ------------------------------ Executive Vice President and October 28, 1996
Lee Adrean Chief Financial Officer
(Principal Financial Officer)
/s/ Richard Macchia
- ------------------------------ Senior Vice President - Finance October 28, 1996
Richard Macchia (Principal Accounting Officer)
/s/ Ben Burdetsky
- ------------------------------ Director October 28, 1996
Ben Burdetsky
</TABLE>
II-4
<PAGE>
/s/ Courtney F. Jones
- ---------------------------------- Director October 28, 1996
Courtney F. Jones
/s/ Robert J. Levenson
- ---------------------------------- Director October 28, 1996
Robert J. Levenson
/s/ James D. Robinson III
- ---------------------------------- Director October 28, 1996
James D. Robinson III
/s/ Charles T. Russell
- ---------------------------------- Director October 28, 1996
Charles T. Russell
/s/ Bernard L. Schwartz
- ---------------------------------- Director October 28, 1996
Bernard L. Schwartz
/s/ Garen K. Staglin
- ---------------------------------- Director October 28, 1996
Garen K. Staglin
II-5
<PAGE>
INDEX TO EXHIBITS
------------------
The following documents are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) are incorporated herein by
reference to the file number indicated.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
*4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Commission File No. 1-11073, Exhibit 3
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995)
*4.2 By-laws of the Company (incorporated by reference to Commission File
No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995)
5 Opinion of Thomas A. Rossi
15 Letter from Ernst & Young LLP re: unaudited interim financial
information.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Thomas A. Rossi (included in Exhibit 5)
24 Powers of Attorney (included in the signature page of this
Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 5
FIRST DATA CORPORATION
2121 North 117th Avenue
Omaha, Nebraska 68164
(402) 498-2170
November 4, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Data Corporation - Registration of 10,000,000 Shares of
Common Stock
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-4 (the "Registration
Statement"), being filed by the First Data Corporation, a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
10,000,000 shares of Common Stock, $.01 par value (the "Common Stock"). The
shares of Common Stock were authorized for issuance, offering and sale by the
Board of Directors of the Company by resolutions duly adopted by unanimous
written consent of the Company's Board of Directors dated as of October 25, 1996
(the "Resolutions"). Such shares of Common Stock may be offered and issued by
the Company from time to time in connection with the acquisition of businesses
or properties.
I am familiar with the proceedings to date with respect to the
Resolutions and Registration Statement and have examined such records, documents
and questions of law, and satisfied myself as to such matters of fact, as I have
considered relevant and necessary as a basis for this opinion. I have assumed
the authenticity of all documents submitted to me as originals, the genuineness
of all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to me for my
examination.
Based upon the foregoing, it is my opinion that:
1. The Company was duly incorporated and is validly existing under the
laws of the State of Delaware.
2. The shares of Common Stock being registered will be legally and
validly issued, fully paid and nonassessable when: (i) the Registration
Statement, as finally amended, shall have become effective under the Securities
Act, (ii) the issuance and sale of the Common Stock shall have been approved in
accordance with the Resolutions and as contemplated by the Registration
Statement and any applicable prospectus or prospectus supplement and (iii)
certificates representing such shares of Common Stock shall have been duly
executed, countersigned and registered and duly delivered to the persons
entitled thereto against receipt of the agreed consideration therefor (but not
less than the par value) in accordance with the Resolutions and the Registration
Statement.
I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of any shares of Common Stock.
This opinion is limited to the General Corporation law of the State of Delaware.
I hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement and to the reference made to me under the
heading "Legal Matters" set forth in the prospectus forming a part of the
Registration Statement.
Sincerely,
/s/ Thomas A. Rossi
Thomas A. Rossi
Associate General Counsel
<PAGE>
Exhibit 15
November 4, 1996
The Stockholders and Board of Directors
First Data Corporation
We are aware of the incorporation by reference in the Registration Statement on
Form S-4 of First Data Corporation for the registration of 10,000,000 shares of
its common stock, of our reports dated May 10, 1996 and August 9, 1996 relating
to the unaudited consolidated interim financial statements of First Data
Corporation which are included in its Forms 10-Q for the quarters ended March
31, 1996 and June 30, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statements prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Ernst & Young LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-4 and related Prospectus of First Data
Corporation, for the registration of up to 10,000,000 shares of its common stock
and to the incorporation by reference therein of our report dated February 5,
1996, with respect to the consolidated financial statements and schedule of
First Data Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
November 4, 1996
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Data Corporation on Form S-4 of our report dated January 27, 1995
(relating to the consolidated financial statements of First Financial Management
Corporation as of December 31, 1994, and for each of the two years in the period
ended December 31, 1994, which are not presented separately) appearing in the
Annual Report on Form 10-K of First Data Corporation for the year ended December
31, 1995, and to the reference to us under the heading "Experts" in the
Prospectus relating to First Data Corporation's 10,000,000 shares of common
stock ($.01 par value) which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 4, 1996
