-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FzE6lI54NAhuJijkT/V9jtY2hEFLhpILfJWHHhq02xnK3AMJqF6AtWWAYCyEWoGY MQISkRqVBWLSkHoiTMyDjg== 0000950144-95-001852.txt : 199506300000950144-95-001852.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950144-95-001852 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: CSX SROS: NYSE SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL MANAGEMENT CORP CENTRAL INDEX KEY: 0000036326 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 581107864 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10442 FILM NUMBER: 95551011 BUSINESS ADDRESS: STREET 1: 3 CORPORATE SQ STE 700 CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4043210120 MAIL ADDRESS: STREET 1: 3 CORPORATE SQ STE 700 CITY: ATLANTA STATE: GA ZIP: 30329 11-K 1 FIRST FINANCIAL MANAGEMENT CORP. SAVINGS PLUS PLAN 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 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:
PAGE NUMBER ------ 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
2 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) 4 FFMC SAVINGS PLUS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 AND 1993 - --------------------------------------------------------------------------------
1994 1993 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 =========== ===========
See notes to financial statements. 4 5 FFMC SAVINGS PLUS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992 - --------------------------------------------------------------------------------
1994 1993 1992 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 =========== =========== ===========
See notes to financial statements. 5 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 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:
FULL YEARS VESTED PERCENTAGE OF OF SERVICE MATCHING CONTRIBUTION 1 25% 2 50 3 75 4 100
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 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:
YEAR MERGER NUMBER OF PROFIT SHARING COMPLETED AND SAVINGS PLANS 1994 3 1993 2 1992 2
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 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:
DESCRIPTION COST MARKET DECEMBER 31, 1994: 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 ----------- -----------
9 10
DESCRIPTION COST MARKET DECEMBER 31, 1994: 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 ----------- -----------
10 11
DESCRIPTION COST MARKET DECEMBER 31, 1993: 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: 1994 1993 ------------------------- ------------------------- Shares Cost Shares Cost 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 ======= =========== ======== ===========
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 12 8. INTERNAL REVENUE SERVICE FORM 5500 Differences between the financial statements and items 31 and 32 on Form 5500 are as follows:
FINANCIAL FORM STATEMENTS 5500 DECEMBER 31, 1994: 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 =========== ===========
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:
December 31, 1994 ------------------------------------------------------------------------------- FFMC Fixed Income Profit ASSETS Balanced Fund Stock Fund Fund Sharing Feature Total 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 =========== =========== =========== ========== =========== December 31, 1993 ------------------------------------------------------------------------------- FFMC Fixed Income Profit ASSETS Balanced Fund Stock Fund Fund Sharing Feature Total 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 =========== =========== =========== ========== ===========
12 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:
Year Ended December 31, 1994 ----------------------------------------------------------------------------- FFMC Fixed Income Profit Balanced Fund Stock Fund Fund Sharing Feature Total 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 =========== =========== =========== ========== ===========
13 14 10. BY FUND INFORMATION (CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS) (continued)
Year Ended December 31, 1993 --------------------------------------------------------------------------- FFMC Fixed Income Profit Balanced Fund Stock Fund Fund Sharing Feature Total 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 =========== =========== =========== ========== =========== Year Ended December 31, 1992 --------------------------------------------------------------------------- FFMC Fixed Income Profit Balanced Fund Stock Fund Fund Sharing Feature Total 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 =========== =========== =========== ========== ===========
14 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 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 - --------------------------------------------------------------------------------
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 * 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 =========== ===========
16 17 FFMC SAVINGS PLUS PLAN SUPPLEMENTAL SCHEDULES (See Independent Auditors' Report) ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1994 - --------------------------------------------------------------------------------
Expense Incurred Identity of Purchase Selling Lease with Party Involved Description of Asset Price Price Rental Transaction 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 Current Value of Asset On Identity of Cost of Transaction Net Gain Party Involved Description of Asset Asset Date or (Loss) 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
17 18 FFMC SAVINGS PLUS PLAN SUPPLEMENTAL SCHEDULES (See Independent Auditors' Report) ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1994 (Continued) - --------------------------------------------------------------------------------
Expense Incurred Identity of Purchase Selling Lease with Party Involved Description of Asset Price Price Rental Transaction 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 Current Value of Asset On Identity of Cost of Transaction Net Gain Party Involved Description of Asset Asset Date or (Loss) 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
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 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 EX-23 2 CONSENT OF DELOITTE & TOUCHE 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 -----END PRIVACY-ENHANCED MESSAGE-----