As filed with the Securities and Exchange Commission on February 21, 2001.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
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
incorporation or organization) identification number)
5660 New Northside Drive
Suite 1400
Atlanta, Georgia 30328-5800
(770) 857-0001
(Address, including zip code, and telephone number,including area code,
of Registrant's principal executive offices)
Michael T. Whealy
Executive Vice President, Chief Administrative Officer
and General Counsel
First Data Corporation
5660 New Northside Drive
Suite 1400
Atlanta, Georgia 30328-5800
(770) 857-0001
(Name and address including zip code, and telephone
number, including area code, of agent for service)
______
Copies to:
Thomas A. Rossi, Esq. Fredrick C. Lowinger, Esq.
First Data Corporation Sidley & Austin
11718 Nicholas Street Bank One Plaza
Stop Code M-10 10 South Dearborn Street
Omaha, Nebraska 68154 Chicago, Illinois 60603
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-24667
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered (1) Per Unit (2) Offering Price (2) Registration Fee
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Debt Securities ................
Common Stock (3)................ $105,000,000 100% $105,000,000 $26,250
Preferred Stock (3).............
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(1) Such indeterminate number or amount of debt securities, common stock
and preferred stock as may from time to time be issued at indeterminate
prices. Plus an additional amount of debt securities issued with an
original issue discount such that the aggregate initial public offering
price of all securities registered hereby will not exceed $105,000,000 in
U.S. dollars or the U.S. dollar equivalent in foreign currency or currency
units.
(2) Estimated solely for the purpose of calculating the registration fee. The
aggregate initial public offering price of the securities registered hereby
will not exceed $105,000,000 in U.S. dollars or the U.S. dollar equivalent
in foreign currency or currency units.
(3) Also includes such presently indeterminable number of shares of common
stock and preferred stock as may be issued upon conversion or exchange of
any debt securities or preferred stock that provide for conversion into or
exchange for other securities. No separate consideration will be received
for the common stock or preferred stock issuable upon such conversion or
exchange.
EXPLANATORY STATEMENT
This registration statement on Form S-3 is being filed pursuant to Rule
462(b) and General Instruction IV to Form S-3, both promulgated under the
Securities Act of 1933, as amended, to register an additional $105,000,000
maximum aggregate offering price of debt securities, common stock and preferred
stock of First Data Corporation. The contents of the registration statement on
Form S-3 (Registration No. 333-24667), which registration statement was
previously filed with the Securities and Exchange Commission on May 1, 1997, are
incorporated by reference into this registration statement.
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 on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Omaha, State of Nebraska, on February 20, 2001.
FIRST DATA CORPORATION
By: /s/ THOMAS A. ROSSI
---------------------------
Thomas A. Rossi
Assistant Secretary
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.
Signature Title Date
--------- ----- ----
/s/ HENRY C. DUQUES Chairman of the Board and Chief February 20, 2001
------------------------------------ Executive Officer
Henry C. Duques
/s/ KIMBERLY S. PATMORE Executive Vice President and Chief February 20, 2001
------------------------------------ Financial Officer (Principal
Kimberly S. Patmore Financial Officer)
/s/ THOMAS L. MOORE Vice President and Corporate February 20, 2001
------------------------------------ Controller (Principal Accounting
Thomas L. Moore Officer)
/s/ CHARLES T. FOTE Director February 20, 2001
------------------------------------
Charles T. Fote
/s/ COURTNEY F. JONES Director February 20, 2001
------------------------------------
Courtney F. Jones
/s/ ROBERT J. LEVENSON Director February 20, 2001
------------------------------------
Robert J. Levenson
/s/ JAMES D. ROBINSON III Director February 20, 2001
------------------------------------
James D. Robinson III
/s/ CHARLES T. RUSSELL Director February 20, 2001
------------------------------------
Charles T. Russell
/s/ BERNARD L. SCHWARTZ Director February 20, 2001
------------------------------------
Bernard L. Schwartz
II-1
/s/ JOAN E. SPERO Director February 20, 2001
------------------------------------
Joan E. Spero
/s/ GAREN K. STAGLIN Director February 20, 2001
------------------------------------
Garen K. Staglin
/s/ ARTHUR F. WEINBACH Director February 20, 2001
------------------------------------
Arthur F. Weinbach
II-2
EXHIBIT INDEX
Exhibit
Number
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5.1 Opinion of Thomas A. Rossi, Esq.
15 Letter re: Unaudited Interim Financial Information.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thomas A. Rossi, Esq. (included in Exhibit 5.1).