-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RBWJR6agG7SRoQU2rTmM43qvpLqpFdaGbCbOuH+EZzFvojgNVmm2Zx4eK57ihvFq hK8zQevFLK3wzC8Crjyejg== 0000931763-01-000071.txt : 20010124 0000931763-01-000071.hdr.sgml : 20010124 ACCESSION NUMBER: 0000931763-01-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010122 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DATA CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12392 FILM NUMBER: 1513466 BUSINESS ADDRESS: STREET 1: NATIONAL DATA COPRORATION STREET 2: NATIONAL DATA PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NATIONAL DATA PLZ CITY: ATLANTA STATE: GA ZIP: 30329-2010 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2001 ---------------- Commission File No. 001-12392 --------- NATIONAL DATA CORPORATION ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 58-0977458 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation) Identification Number) National Data Plaza, Atlanta, Georgia 30329-2010 ------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 728-2000 -------------- N/A --- (Former name, former address and former fiscal year, if changed since last year) Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibit 99.1 (a) Press Release dated January 22, 2001. Exhibit 99.1 (b) Information regarding the calculation of the adjusted conversion rate for the 5% Convertible Subordinated Notes due November 1, 2003. Item 9. Regulation FD Disclosure ------------------------ On January 22, 2001, National Data Corporation issued a press release which is filed herewith as Exhibit 99.1 (a) and incorporated in this Item 9 by this reference. Information regarding the calculation of the adjusted conversion rate for the 5% Convertible Subordinated Notes due November 1, 2003 is filed herewith as Exhibit 99.1 (b) and incorporated into this Item 9 by this reference. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL DATA CORPORATION ------------------------- (Registrant) By: /s/ David H. Shenk --------------------------- David H. Shenk Interim Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer) Date: January 23, 2001 EX-99.1(A) 2 0002.txt PRESS RELEASE Exhibit 99.1 (a) PRESS RELEASE 1/22/01 For Immediate Release --------------------- CONVERSION RATE OF NDC CONVERTIBLE SUBORDINATED NOTES ADJUSTED ATLANTA, January 22, 2001--- National Data Corporation (NYSE: NDC) today announced that, as provided in the indenture governing its 5% Convertible Subordinated Notes due November 1, 2003 (the "Notes"), its Board of Directors has determined the adjusted conversion rate of the Notes reflecting the previously announced spin-off of Global Payments Inc. to NDC's stockholders. The new conversion rate, effective today, is 28.80 shares of NDC common stock for each $1,000 principal amount of Notes. NDC will effect the spin-off by distributing 0.8 share of common stock of Global Payments for each share of common stock of NDC held by NDC stockholders of record at the close of business on January 19, 2001. The distribution will be effective at 11:59 p.m. on January 31, 2001. EX-99.1(B) 3 0003.txt CALCULATION INFORMATION Exhibit 99.1 (b) Section 1304(4) of the Indenture for the 5% Convertible Subordinated Notes due November 1, 2003 (the "Notes") provides for an adjustment of the Conversion Rate as a result of the Special Distribution of the stock of Global Payments Inc. to the stockholders of NDC, with the new Conversion Rate to be calculated from the Conversion Rate in effect on the Record Date pursuant to the following formula: CS minus SD ----------- Adjusted Conversion Rate = CR divided by CS where: (a) CR is the Conversion Rate in effect on the Record Date for the distribution. (b) CS is the current market price per share of NDC Common Stock (calculated as the average of the closing prices per share for the five trading days selected by NDC commencing not more than 10 trading days before, and ending no later than, the Record Date). (c) SD is the fair market value of the Special Distribution to be distributed applicable to one share of NDC Common Stock on the Record Date. The values used to determine the Adjusted Conversion Rate for the Notes of 28.80 shares of NDC Common Stock for each $1,000 principal amount of Notes are as follows: CR = The Conversion Rate of the Notes on the Record Date (January 19, 2001) was 19.1465 shares of NDC common stock for each $1,000 principal amount of Notes. CS = The current market price per share of NDC Common Stock on the Record Date was $37.99. This was calculated as the average of the closing prices per share of NDC Common Stock on the New York Stock Exchange as reported by Bloomberg L.P. for the five consecutive trading days commencing on January 12, 2001 and ending on January 19, 2001. SD = The fair market value of the Special Distribution per share on the Record Date was $12.73. This was calculated as the product of eight-tenths (8/10) multiplied by $15.91, the average closing price per share of Global Payments Common Stock traded on a when issued basis on the New York Stock Exchange as reported by Bloomberg L.P. for the four trading days ending on January 19, 2001, which are the only days on which such shares traded on or prior to the Record Date. -----END PRIVACY-ENHANCED MESSAGE-----