SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
First Data Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 47-0731996
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(State of Incorporation or Organization) (IRS Employer Identification
No.)
5660 New Northside Drive, Suite 1400, Atlanta, Georgia 30328-5800
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General Instruction
Instruction A.(c), please check the A.(d), please check the following box. [_]
following box. [X]
Securities Act registration statement file number to which 333-24667 & 333-
this form relates: 56028
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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2% Senior Convertible Contingent Debt New York Stock Exchange, Inc.
Securities (CODES/SM/) due 2008
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Securities to be registered pursuant to Section 12(g) of the Act:
none
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Title of Class
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities To Be Registered.
The particular terms of the Registrant's 2% Senior Convertible Contingent
Debt Securities (CODES/SM/) due 2008 (the "CODES") to be registered hereunder
are described under the heading "Description of Debt Securities" in the
Prospectus dated May 16, 1997 and under the heading "Description of the CODES"
in the Prospectus Supplement dated February 22, 2001 (collectively, the
"Prospectus") filed with the Securities and Exchange Commission pursuant to Rule
424 of the Securities Act of 1933, as amended, in connection with the
Registration Statement on Form S-3 of First Data Corporation (Registration
Statement No. 333-24667) and the Registration Statement on Form S-3 of First
Data Corporation (Registration Statement No. 333-56028). The portions of the
Prospectus referred to above are incorporated herein by reference.
The Registrant intends to make an application for the listing of the CODES
on The New York Stock Exchange.
Item 2. Exhibits.
Exhibit
Number Description of Exhibit
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1. Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995 (Commission File No.
1-11073)).
2. By-Laws, as amended (incorporated by reference to Exhibit 3 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (Commission File No. 1-11073)).
3. Indenture dated as of March 26, 1993 between the Registrant and
Norwest Bank Minnesota, National Association, as Trustee, relating to
the senior debt securities (incorporated by reference to Exhibit 4.3
to the Registrant's Registration Statement on Form S-3 (Registration
No. 33-74568)).
4. Indenture dated as of April 1, 1996 between the Registrant and The
Bank of New York, as Trustee, relating to the subordinated debt
securities (incorporated by reference to Exhibit 4.4 to the
Registrant's Registration Statement on Form S-3 (Registration No.
333-4012)).
5. 2001 First Supplemental Indenture dated as of February 28, 2001
between the Registrant and Wells Fargo Bank Minnesota, National
Association (incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated February 28, 2001).
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6. Global Note pursuant to the Supplemental Indenture dated as of
February 28, 2001 between the Registrant and Wells Fargo Bank
Minnesota, National Association (incorporated by reference to Exhibit
4.2 to the Registrant's Current Report on Form 8-K dated February 28,
2001).
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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, thereunto duly authorized.
Dated: March 2, 2001 FIRST DATA CORPORATION
By: STANLEY ANDERSEN
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Stanley Andersen
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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1. Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995 (Commission File No.
1-11073)).
2. By-Laws, as amended (incorporated by reference to Exhibit 3 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (Commission File No. 1-11073)).
3. Indenture dated as of March 26, 1993 between the Registrant and
Norwest Bank Minnesota, National Association, as Trustee, relating to
the senior debt securities (incorporated by reference to Exhibit 4.3
to the Registrant's Registration Statement on Form S-3 (Registration
No. 33-74568)).
4. Indenture dated as of April 1, 1996 between the Registrant and The
Bank of New York, as Trustee, relating to the subordinated debt
securities (incorporated by reference to Exhibit 4.4 to the
Registrant's Registration Statement on Form S-3 (Registration No.
333-4012)).
5. 2001 First Supplemental Indenture dated as of February 28, 2001
between the Registrant and Wells Fargo Bank Minnesota, National
Association (incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated February 28, 2001).
6. Global Note pursuant to the Supplemental Indenture dated as of
February 28, 2001 between the Registrant and Wells Fargo Bank
Minnesota, National Association (incorporated by reference to Exhibit
4.2 to the Registrant's Current Report on Form 8-K dated February 28,
2001).