SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FTD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3711271
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
29200 Northwestern Highway
Southfield, Michigan 48034
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 Par Value
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the information contained under
the heading "Description of Capital Stock" beginning on page 60
of the Prospectus, dated July 5, 1995, filed by FTD Corporation
with the Securities and Exchange Commission pursuant to Rule
424(b)(4) of the Securities Act of 1933, as amended, on July 12,
1995, which prospectus forms a part of the registration statement
(File No. 33-91582) of FTD Corporation, and such description is
incorporated herein by reference and made a part hereof.
ITEM 2. EXHIBITS.
I. (a) Restated Certificate of Incorporation of
FTD Corporation. (Incorporated herein
by reference to Exhibit 3.1 of the
Registrant's Registration Statement on
Form S-1 (File No. 33-98250).)
(b) Credit Agreement, dated as of
December 19, 1994, among the Registrant,
Florists' Transworld Delivery, Inc., the
various lending institutions party
thereto and Bankers Trust Company, as
Agent. (Incorporated by reference to
Exhibit 10.1 of the Florists' Transworld
Delivery, Inc. Registration Statement on
Form S-1 (File No. 33-88628).)
(c) First Amendment to Credit Agreement,
dated as of August 30, 1995, among the
Registrant, Florists' Transworld
Delivery, Inc., the lending institutions
party to the Credit Agreement and
Bankers Trust Company, as Agent.
(Incorporated by reference to Exhibit
10.1(b) of the Florists' Transworld
Delivery, Inc. Annual Report on Form 10-
K for fiscal year ended June 30, 1995.)
(d) Second Amendment to Credit Agreement,
dated as of June 11, 1996, among the
Registrant, Florists' Transworld
Delivery, Inc., the lending institutions
party to the Credit Agreement and
Bankers Trust Company, as Agent.
(e) Registration Rights Agreement, dated as
of December 19, 1994, among the
Registrant, Florists' Transworld
Delivery, Inc., BT Securities
Corporation and Montgomery Securities.
(Incorporated by reference to Exhibit
10.11 of the Florists' Transworld
Delivery, Inc. Registration Statement on
Form S-1 (File No. 33-88628).)
(f) Securityholders' and Registration Rights
Agreement, dated as of December 19,
1994, among the Registrant, certain
stockholders of the Registrant, BT
Securities Corporation and Montgomery
Securities. (Incorporated by reference
to Exhibit 10.11 of the Registrant's
Registration Statement on Form S-1 (File
No. 33-91582).)
(g) Stockholders' Agreement, dated as of
December 19, 1994, among the Registrant
and certain stockholders of the
Registrant. (Incorporated by reference
to Exhibit 10.13 of the Registrant's
Registration Statement on Form S-1 (File
No. 33-91582).)
(h) Form of Subscription Agreement among the
Registrant and certain stockholders of
the Registrant. (Incorporated by
reference to Exhibit 4.3 of Post-
Effective Amendment No. 1 to the FTD
Corporation Registration Statement on
Form S-1 (File No. 33-91582).)
II. Not applicable because the Class A Common
Stock is not registered on any exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
By: /s/ Scott D. Levin
Name: Scott D. Levin
Title: Secretary
Dated: August 25, 1996
EXHIBIT INDEX
PAPER (P) OR
EXHIBIT DESCRIPTION ELECTRONIC (E)
I.(d) Second Amendment to Credit E
Agreement, dated as of June
11, 1996, among the Registrant,
Florists' Transworld Delivery,
Inc., the lending institutions
party to the Credit Agreement
and Bankers Trust Company, as
Agent.
EXHIBIT I.(D)
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as
of June 11, 1996, among FTD Corporation ("Holdings"),
Florists' Transworld Delivery, Inc. (the "Borrower"), the
lenders party to the Credit Agreement referred to below
(the "Banks"), and Bankers Trust Company, as Agent (in
such capacity, the "Agent"). Unless otherwise defined
herein, capitalized terms used herein shall have the
respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks and
the Agent are parties to a Credit Agreement, dated as of
December 19, 1994 (as amended, modified or supplemented
through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to further
amend the Credit Agreement as herein provided;
NOW THEREFORE, it is agreed:
1. Section 3.01(b) of the Credit Agreement is
hereby deleted in its entirety and the following new
Section 3.01(b) is inserted in lieu thereof:
"(b) The Borrower shall pay to the Agent for
the account of the RL Banks pro rata on the basis
of their RL Percentages, a fee in respect of each
Letter of Credit (the "Letter of Credit Fee"), (x)
in the case of each Standby Letter of Credit,
computed at a rate per annum equal to the
Applicable Eurodollar Margin with respect to
Revolving Loans on the daily Stated Amount of such
Standby Letter of Credit and (y) in the case of
each Trade Letter of Credit, computed at a rate
per annum equal to 1% of the daily Stated Amount
of such Trade Letter of Credit. Accrued Letter of
Credit Fees payable with respect to all Letters of
Credit shall be due and payable quarterly in
arrears on each Quarterly Payment Date and upon
the first day after the termination of the Total
Revolving Loan Commitment upon which no Letters of
Credit remain outstanding."
2. Section 4.02(A)(c) of the Credit
Agreement is hereby amended by (i) deleting the
reference to the date "June 30, 1996" appearing in the
third proviso thereof and inserting the date "June 30,
1997" in lieu thereof, (ii) deleting the reference to
the date "September 30, 1996" appearing in the third
and fourth provisos thereof and inserting the date
September 30, 1997 in each place in lieu thereof and
(iii) deleting the reference to the date "October 1,
1996" appearing in the fourth proviso thereof and
inserting the date "October 1, 1997" in lieu thereof.
3. Section 8.10 of the Credit Agreement is
hereby amended by deleting the reference to the amount
"$22,250,000" set forth opposite the reference to the
date "June 30, 1996" appearing in the table thereof and
inserting the amount "$20,500,000" in lieu thereof.
4. The definition of "Consolidated Net
Worth" appearing in Section 10 of the Credit Agreement
is hereby amended by inserting the following proviso at
the end thereof:
"; provided that in calculating
Consolidated Net Worth at any time, no effect
shall be given to any reduction in Consolidated
Net Worth in an amount not to exceed $10,000,000
as a result of the incurrence of any
Consolidation Costs."
5. The definition of "Consolidation"
appearing in Section 10 of the Credit Agreement is
hereby deleted in its entirety, and the following new
definition of "Consolidation" is inserted in lieu
thereof:
"Consolidation" shall mean the consolidation
of the Borrower's operations currently
operated at the Specified Properties
including, but not limited to, the sale,
lease and/or relocation of either or both of
the Specified Properties in accordance with
the provisions of this Agreement.
6. In order to induce the Banks to enter
into this Amendment, each of Holdings and the Borrower
hereby represents and warrants that (x) no Default or
Event of Default exists on the Second Amendment
Effective Date (as hereinafter defined), both before
and after giving effect to this Amendment and (Y) all
of the representations and warranties contained in the
Credit Documents shall be true and correct in all
material respects on the Second Amendment Effective
Date, both before and after giving effect to this
Amendment, with the same effect as though such
representations and warranties had been made on and as
of the Second Amendment Effective Date (it being
understood that any representation or warranty made as
of a specific date shall be true and correct in all
material respects as of such specific date).
7. This Amendment is limited as specified
and shall not constitute a modification, acceptance or
waiver of any other provision of the Credit Agreement
or any other Credit Document.
8. This Amendment may be executed in any
number of counterparts and by the different parties
hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an
original, but all of which shall together constitute
one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the
Agent.
9. This Agreement and the rights and
obligations of the parties hereunder shall be construed
in accordance with and governed by the law of the State
of New York.
10. This Amendment shall become effective on
the date (the "Second Amendment Effective Date") when
each of Holdings, the Borrower and the Required Banks
shall have signed a counterpart hereof (whether the
same or different counterparts) and shall have
delivered (including by way of telecopier) the same to
the Agent at its Notice Office, provided that the
amendment to the Credit Agreement effected by Section 1
of this Amendment shall not become effective unless
each of the RL Banks also shall have signed a
counterpart hereof and delivered (including by way of
telecopier) the same to the Agent at its Notice Office.
11. From and after the Second Amendment
Effective Date, all references in the Credit Agreement
and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the
Credit Agreement after giving effect to this Amendment.
IN WITNESS WHEREOF, each of the parties
hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above
written.
FTD CORPORATION
By /s/ Scott D. Levin
Title: Secretary
FLORISTS' TRANSWORLD
DELIVERY, INC.
By /s/ P. A. Luck
Title: Vice President and
Chief Financial Officer
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Christopher Kinslow
Title: Vice President
MICHIGAN NATIONAL BANK
By /s/ Thomas R. Kuslits
Title: Vice President
NBD BANK
By
Title:
COMERICA BANK
By
Title:
HARRIS TRUST AND
SAVINGS BANK
By /s/ Peter J. Dancy
Title: Vice President
THE FIRST NATIONAL BANK
OF CHICAGO
By
Title:
CAISSE NATIONALE DE
CREDIT AGRICOLE
By /s/ A. Butzbach
Title:
