SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

First Data Corp – ‘424B3’ on 1/23/04

On:  Friday, 1/23/04, at 5:33pm ET   ·   As of:  1/26/04   ·   Accession #:  1193125-4-8389   ·   File #:  333-105432

Previous ‘424B3’:  ‘424B3’ on 9/25/03   ·   Next:  ‘424B3’ on 9/17/08   ·   Latest:  ‘424B3’ on 2/11/14

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/26/04  First Data Corp                   424B3       1/23/04    1:1.8M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Final Proxy/Prospectus                              HTML   1.69M 

Table of Contents

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-105432

MERGER PROPOSAL — YOUR VOTE IS IMPORTANT

You are cordially invited to attend a special meeting of shareholders of Concord EFS, Inc. at which you will be asked to adopt the amended merger agreement by and among Concord, First Data Corporation and Monaco Subsidiary Corporation, a wholly owned subsidiary of First Data Corporation, and, by doing so, approve the proposed merger. On October 28, 2003, you voted to approve the original merger agreement, which provided for a merger in which Concord shareholders would receive 0.40 of a share of First Data common stock for each share of Concord common stock that they hold, and cash in lieu of fractional shares of First Data common stock. The amended merger agreement provides that Concord shareholders will receive 0.365 of a share of First Data common stock for each share of Concord common stock that they hold, and cash in lieu of fractional shares of First Data common stock. Under the amended merger agreement, the exchange ratio is fixed at 0.365 and will not be changed to reflect fluctuations in the market price of the common stock of either company.

The following table includes the closing sale prices of First Data and Concord common stock on the New York Stock Exchange, where they are traded under the symbols “FDC” and “CE,” respectively, on September 23, 2003, the date immediately preceding the date of the original joint proxy statement/prospectus; October 28, 2003, the date of the initial Concord shareholders meeting; December 12, 2003, the last full trading day prior to the announcement of the amended merger agreement; and January 22, 2004, the most recent practicable date prior to the mailing of this proxy statement/prospectus. This table also includes an illustration of the implied dollar value of the exchange ratio on those dates, calculated by multiplying the closing price of First Data common stock on such date by the applicable exchange ratio.

As more fully described in “The Proposed Merger” beginning on page 24, First Data and Concord have agreed to reduce the exchange ratio in order to take into account several factors, most notably First Data’s agreement with the Antitrust Division of the United States Department of Justice to divest its interest in NYCE Corporation, the status of Concord’s business and the terms of the amended merger agreement, including the elimination of many of the conditions to closing the merger.

A holder of Concord common stock generally will not recognize any gain or loss for federal income tax purposes upon the exchange of the holder’s shares of Concord common stock for shares of First Data common stock pursuant to the merger. A more detailed discussion of the federal income tax consequences of the merger is found under “Material Federal Income Tax Consequences of the Merger” beginning on page 56. In addition, the section entitled “Risk Factors” on pages 18 through 21 of this proxy statement/prospectus contains a description of the risks that you should consider in evaluating the merger.

Your board of directors has concluded after careful consideration that approval of the amended merger agreement is in the best interests of the Concord shareholders. As a result of the amendment, we were able to protect most of the value from the original transaction for our shareholders and also greatly increase the likelihood that the merger will be completed. Your board of directors unanimously recommends that Concord shareholders vote FOR this proposal. We cannot complete the merger unless the Concord shareholders adopt the amended merger agreement. We encourage you to read this proxy statement/prospectus, which includes important information about the merger. Your vote is important.

BOND R. ISAACSON Co-Chief Executive Officer Concord EFS, Inc.		DAN M. PALMER Co-Chief Executive Officer Concord EFS, Inc.

Neither the SEC nor any state securities commission has approved or disapproved the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated January 23, 2004 and is first being mailed to the Concord shareholders on or about January 27, 2004.

Table of Contents

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about First Data and Concord from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

If you would like to request documents, please do so by February 19, 2004, in order to receive them before the special meeting.

See “Where You Can Find More Information.”

VOTING BY MAIL OR BY TELEPHONE

If you are a shareholder of record, you may submit your proxies:

If you are a beneficial owner, please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you.

Table of Contents

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF CONCORD EFS, INC.:

NOTICE IS HEREBY GIVEN that Concord EFS, Inc. will hold a special meeting of its shareholders at Colonial Country Club, 2736 Countrywood Parkway, Memphis, Tennessee 38018 on February 26, 2004, beginning at 10:00 a.m. local time. The purpose of the special meeting is to consider and to vote upon the following matters:

In the merger, each share of Concord common stock will be converted into 0.365 of a share of First Data common stock.

Holders of record of Concord common stock at the close of business on January 16, 2004 are entitled to receive this notice and to vote at the special meeting and any adjournment or postponement of that meeting. As of the record date, there were 465,137,424 shares of Concord common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.

If your Concord shares are not registered in your own name and you would like to attend the special meeting, please bring evidence of your Concord share ownership on the record date with you to the meeting, such as an account statement from your bank, broker or other record holder.

Whether or not you plan to attend the meeting in person, please vote your shares promptly via telephone or by marking, signing, dating and returning the proxy card promptly in the enclosed prepaid envelope. Instructions regarding both methods of voting are contained on the proxy card.

Your board of directors unanimously recommends that you vote to adopt the amended merger agreement. Your attention is directed to the proxy statement/prospectus accompanying this notice for a discussion of the merger and the amended merger agreement.

By Order of the Board of Directors,

J. Richard Buchignani

Secretary

January 23, 2004

YOUR VOTE IS IMPORTANT

PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN YOUR PROXY OR FOLLOW THE TELEPHONE VOTING PROCEDURES DESCRIBED ON THE PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOUR PROMPT ACTION WILL AID CONCORD EFS, INC. IN REDUCING THE EXPENSE OF PROXY SOLICITATION.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

CHAPTER ONE

THE MERGER

QUESTIONS AND ANSWERS ABOUT THE MERGER

1

Table of Contents

2

Table of Contents

SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. All references in this proxy statement/prospectus to the original merger agreement mean the merger agreement, dated as of April 1, 2003, and all references to the amended merger agreement mean the merger agreement dated as of April 1, 2003, as amended by the amendment and abeyance agreement, dated as of December 14, 2003. To understand the merger fully and for a more complete description of the legal terms of the amended merger agreement, you should carefully read this entire document and the documents to which we refer you. Copies of the original merger agreement and the amendment and abeyance agreement are attached as Annex A and Annex B, respectively, to this document and are incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

The Companies Involved in the Proposed Merger (see page 61)

First Data Corporation

6200 South Quebec Street

Greenwood Village, Colorado 80111

(303) 967-8000

Internet address: www.firstdata.com

First Data Corporation, with headquarters in Denver, helps power the global economy. In the electronic commerce and payment services businesses, First Data serves approximately 3 million merchant locations, 1,400 card issuers and millions of consumers, making it easy, fast and secure for people and businesses to buy goods and services using virtually any form of payment. With 29,000 employees worldwide, First Data provides the following services throughout the United States:

First Data also offers a variety of payment services in the United Kingdom, Australia, Canada, Japan, Mexico, Spain, the Netherlands, the Middle East and Germany. First Data’s Western Union and Orlandi Valuta money transfer networks include a total of approximately 169,000 agent locations in more than 195 countries and territories. Shares of First Data common stock are traded on the New York Stock Exchange under the symbol “FDC.”

Concord EFS, Inc.

2525 Horizon Lake Drive, Suite 120

Memphis, Tennessee 38133

(901) 371-8000

Internet address: www.concordefs.com

Concord EFS, Inc., an electronic transaction processor, provides the technology and network systems that make payments and other financial transactions faster, more efficient and more secure than paper-based alternatives. Concord’s primary activities include:

3

Table of Contents

Concord’s new Risk Management Services group, which combines products that are currently part of its Network Services and Payment Services reporting segments, provides software, information and analysis to financial institutions, retailers, government service providers and other businesses to assist in fraud prevention and reduction. Shares of Concord common stock are traded on the New York Stock Exchange under the symbol “CE.”

Concord Shareholders Will Receive 0.365 of a Share of First Data Common Stock for Each Share of Concord Common Stock They Hold (see page 69)

Concord shareholders will receive 0.365 of a share of First Data common stock for each share of Concord common stock they hold. First Data will not issue fractional shares pursuant to the merger. As a result, the total number of shares of First Data common stock that each Concord shareholder will receive pursuant to the merger will be rounded down to the nearest whole number, and each Concord shareholder will receive a cash payment for the remaining fraction of a share of First Data common stock that he or she would otherwise receive, if any, based on the market value of First Data common stock at the close of business on the closing date of the merger.

Example:  If you currently own 130 shares of Concord common stock, you will be entitled to receive 47 shares of First Data common stock and a check for the market value of 0.45 shares of First Data common stock at the close of business on the closing date of the merger.

Concord Shareholders Will Not Recognize Any Gain or Loss for Federal Income Tax Purposes Upon the Exchange of Their Shares, Except that Gain or Loss Will be Recognized on the Receipt of Cash in Lieu of a Fractional Share of First Data Common Stock (see page 56)

Each of Sidley Austin Brown & Wood LLP, legal counsel to First Data, and Kirkland & Ellis LLP, legal counsel to Concord, has delivered its opinion which provides that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and that each of First Data, Concord and Monaco Subsidiary Corporation (the wholly owned subsidiary of First Data that will merge with and into Concord) will be a party to the reorganization within the meaning of Section 368(a) of the Internal Revenue Code. It is the opinion of each of Sidley Austin Brown & Wood LLP and Kirkland & Ellis LLP that a holder of Concord common stock will not recognize any gain or loss for federal income tax purposes upon the exchange of the holder’s shares of Concord common stock for shares of First Data common stock pursuant to the merger, except that gain or loss will be recognized on the receipt of cash in lieu of a fractional share of First Data common stock. The foregoing opinions are based, in part, on customary factual assumptions and written factual representations.

You should carefully read the discussion under the heading “Material Federal Income Tax Consequences of the Merger” beginning on page 56. The federal income tax consequences described above may not apply to some holders of Concord common stock, including some types of holders specifically referred to on page 56.

First Data Expects to Continue its Historical Policy of Paying Quarterly Dividends After Completion of the Merger

The holders of First Data common stock receive dividends if and when declared by the First Data board of directors out of legally available funds. First Data increased its dividend from $0.01 to $0.02 per share on a quarterly basis to stockholders during the second quarter of 2002. After completion of the merger, First Data expects to continue paying quarterly cash dividends on a basis consistent with First Data’s past practice. The timing and amount of future dividends will be:

4

Table of Contents

First Data can give Concord shareholders no assurance that First Data will continue to pay dividends on its common stock in the future.

Recent Closing Prices of First Data Common Stock and Concord Common Stock

The following table includes the closing sale prices per share of First Data common stock and Concord common stock as reported on the NYSE Composite Transaction Tape on:

This table also includes the equivalent price per share of Concord common stock on those dates. The equivalent price per share is equal to the closing price of a share of First Data common stock on that date multiplied by 0.365 the applicable exchange ratio in the merger. These prices will fluctuate prior to the special meeting and the merger, and shareholders are urged to obtain current market quotations prior to making any decision with respect to the merger.

Dissenters Will Not Have Any Appraisal Rights (see page 60)

The holders of Concord common stock will not have any right to an appraisal of the value of their shares in connection with the merger.

Concord’s Financial Advisors Delivered Opinions to the Concord Board of Directors that, as of December 14, 2003, the Exchange Ratio of 0.365 was Fair, From a Financial Point of View, to Concord Shareholders (see page 40)

Each of Goldman, Sachs & Co. and William Blair & Company, L.L.C. delivered its opinion to the Concord board of directors that, as of December 14, 2003 and based upon and subject to the assumptions, qualifications and limitations discussed in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Concord common stock. The full text of the written opinions of Goldman Sachs and William Blair, each dated December 14, 2003, which discuss, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken in

5

Table of Contents

connection with each opinion, are attached to this proxy statement/prospectus as Annex C and Annex D, respectively. Concord shareholders should read these opinions in their entirety. Based on these opinions and a number of other factors described in “The Proposed Merger — Concord’s Reasons for the Merger,” the Concord board of directors believes that the terms of the merger, including the exchange ratio of 0.365, are advisable to Concord and its shareholders and unanimously recommends to Concord’s shareholders that they adopt the amended merger agreement and, by doing so, approve the merger.

Due to the size and significance of the merger, the Concord board of directors believed that it was appropriate to retain the services of two financial advisors. The non-executive chairman of the Concord board of directors is a principal of William Blair. The disinterested directors of Concord believed it to be in the best interests of Concord shareholders to engage William Blair as a financial advisor based on William Blair’s qualifications and expertise, reputation, knowledge of Concord’s business and long record of providing sound financial advice to Concord. The Concord board of directors believed that it was advisable to engage Goldman Sachs as a financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger and has no direct or indirect interest in Concord.

Under the terms of separate letter agreements, dated February 21, 2003, in the case of Goldman Sachs, and February 20, 2003, in the case of William Blair, Concord agreed to pay Goldman Sachs a fee of $10,000,000 and William Blair a fee of $9,500,000 upon completion of the proposed merger. In addition, under the terms of the letter agreements, Concord paid Goldman Sachs a fee of $2,000,000 and William Blair a fee of $1,500,000, in each case, upon delivery of its opinion on April 1, 2003 as to the fairness, from a financial point of view, of the exchange ratio in the original merger agreement.

Each of the Goldman Sachs and William Blair opinions is addressed to the Concord board of directors and is directed to the fairness, from a financial point of view, of the exchange ratio in the proposed merger. Neither the Goldman Sachs opinion nor the William Blair opinion constitutes a recommendation to any Concord shareholder as to how any such shareholder should vote with respect to the proposed merger or any other matter.

The Merger and the Future Performance of First Data After the Completion of the Merger are Subject to a Number of Risks (see page 18)

There are a number of risks related to the merger, including the following:

Furthermore, there are a number of risks relating to the businesses of First Data, Concord and the combined company, including the following:

6

Table of Contents

For a more complete discussion of these and other risk factors please see “Risk Factors” and the documents that we have filed with the Securities and Exchange Commission and which we have incorporated into this document.

Due to Variances Between the Certificates of Incorporation, By-laws and Other Corporate Documents of First Data and Concord, Differences Exist Between the Rights of First Data Shareholders and Concord Shareholders (see page 97)

The rights of shareholders of both companies are governed by Delaware law. However, there are differences in the rights of First Data shareholders and Concord shareholders as a result of the provisions of the certificate of incorporation, by-laws and other corporate documents of each company. See “Certain Legal Information — Comparison of First Data/Concord Shareholder Rights.”

Recommendations to Concord Shareholders (see page 40)

Your board of directors believes the merger is advisable and unanimously recommends that you vote FOR the proposal to adopt the amended merger agreement and, by doing so, approve the proposed merger.

Concord Shareholder Approval Will Be Required to Complete the Merger (see page 94)

Adoption of the amended merger agreement requires the affirmative vote of at least a majority of the votes represented by the outstanding shares of Concord common stock. On January 16, 2004, which is the record date for determining those Concord shareholders who are entitled to vote at the special meeting, directors and executive officers of Concord and their affiliates beneficially owned and had the right to vote 8,889,341 shares of Concord common stock, or approximately 1.9% of the outstanding shares of Concord common stock outstanding and entitled to vote at the special meeting. Although none of the members of the board of directors of Concord or its executive officers have executed voting agreements, based solely on discussions with its board of directors and executive officers, to Concord’s knowledge, directors and executive officers of Concord and their affiliates intend to vote their common stock in favor of the adoption of the amended merger agreement.

Upon the Completion of the Merger, Concord Will Become a Wholly Owned Subsidiary of First Data (see page 69)

Under the terms of the proposed merger, a wholly owned subsidiary of First Data, formed for the purpose of the merger, will merge with and into Concord. As a result, Concord will survive the merger and will become a wholly owned subsidiary of First Data upon completion of the merger.

The original merger agreement and the amendment and abeyance agreement are attached as Annex A and Annex B, respectively, to this proxy statement/prospectus. We encourage you to read the original merger agreement and the amendment and abeyance agreement carefully and fully, as they are the legal documents that govern the merger.

7

Table of Contents

Concord Shareholders Will Hold Approximately 19% of the First Data Shares

First Data will issue up to approximately 190 million shares of First Data common stock to Concord shareholders as contemplated by the amended merger agreement, which includes approximately 21 million shares of First Data common stock issuable pursuant to Concord stock options to be assumed by First Data and converted into options to purchase shares of First Data common stock. Immediately following completion of the merger, it is expected that there will be approximately 892 million shares of First Data common stock issued and outstanding. The shares of First Data common stock to be issued to Concord shareholders as contemplated by the amended merger agreement will represent approximately 19% of the outstanding First Data common stock after the merger on a fully diluted basis. This information is based on the number of First Data and Concord shares and options outstanding on January 16, 2004.

Bank Regulatory Approvals Will be Required for the Completion of the Merger (see page 59)

First Data and Concord have sought and obtained regulatory approval of the Division of Banking of the Colorado Department of Regulatory Agencies and the Federal Deposit Insurance Corporation in connection with transactions related to the transfer of the assets and liabilities of Concord EFS National Bank and the termination of its national bank charter so that First Data does not become a bank holding company. On August 21, 2003, the Division of Banking of the Colorado Department of Regulatory Agencies approved, subject to certain customary conditions, the applications of First Financial Bank, Concord and Concord EFS National Bank to complete such transactions. On October 14, 2003, the Federal Deposit Insurance Corporation approved, subject to certain customary conditions, the application of First Financial Bank to complete the transactions. The approval order provides that the transactions must be completed within six months of the date of the approval order, unless such time period is extended for good cause by the Federal Deposit Insurance Corporation.

A Number of Conditions Must Be Satisfied or Waived to Complete the Merger (see page 79)

The completion of the merger depends upon the satisfaction or waiver of a number of conditions, including the following:

8

Table of Contents

How the Amended Merger Agreement May Be Terminated by First Data and Concord (see page 80)

First Data and Concord may mutually agree to terminate the amended merger agreement and abandon the merger at any time prior to completion of the merger, whether before or after the Concord shareholders have adopted the amended merger agreement.

In addition, either party could decide, without the consent of the other, to terminate the amended merger agreement in a number of situations, including:

The amended merger agreement may also be terminated by First Data prior to the completion of the merger if the board of directors of Concord withdraws or adversely modifies its recommendation of the merger.

The amended merger agreement may also be terminated by Concord prior to the completion of the merger if:

Termination Fees and Expenses May Be Payable in Some Circumstances (see page 81)

Generally, if the amended merger agreement is terminated by either party in certain circumstances where the Concord board of directors has withdrawn or modified its recommendation of the merger with First Data in favor of a competing takeover proposal or in certain circumstances involving the acquisition of Concord by another person, Concord will be required to pay First Data a termination fee of $210 million.

First Data and Concord Have Agreed to Divest NYCE Corporation (see page 58)

On October 23, 2003, the Antitrust Division of the United States Department of Justice, along with the District of Columbia and the states of Connecticut, Illinois, Louisiana, Massachusetts, New York, Ohio, Pennsylvania and Texas (which we refer to in this document as the plaintiff states), filed a complaint in the United States District Court for the District of Columbia. The complaint asserted that the proposed merger of First Data and Concord would substantially lessen competition in the alleged market for point of sale PIN debit network services and sought to enjoin the proposed transaction.

9

Table of Contents

On December 14, 2003, First Data, Concord, the Antitrust Division and the plaintiff states entered into a hold separate stipulation and order and agreed to the terms of a proposed final judgment, which would resolve the issues in the pending litigation. On December 15, 2003, the proposed final judgment and hold separate stipulation and order were filed with the United States District Court, and the hold separate stipulation and order was signed by the Court. On January 13, 2004, the Court signed an amended hold separate stipulation and order, making changes to the provisions of the hold separate stipulation and order concerning First Data’s representation on the NYCE Corporation board of directors. After compliance with the requirements of the Tunney Act, including the passage of a 60-day waiting period, the opportunity for public comment and a finding by the Court that the proposed final judgment is in the public interest, the Court is expected to sign the proposed final judgment, formally settling the litigation.

Pursuant to the terms of the proposed final judgment, First Data has agreed to divest its 64 percent interest in NYCE Corporation, including NYCE Corporation’s interests in various tangible and intangible assets, within 150 calendar days of the signing of the hold separate stipulation and order by the United States District Court, or within five days after notice of entry of the final judgment by the United States District Court, whichever is later. NYCE Corporation operates an ATM network, provides PIN-based debit point-of-sale services and provides real-time payment solutions such as ATM management and monitoring services and debit card issuance and authorization solutions. The Antitrust Division, in consultation with the plaintiff states, may agree to one or more extensions of the time period for divestiture, with such extensions not to exceed ninety calendar days in total. First Data agreed to use its best efforts to accomplish the divestiture as expeditiously as possible.

The agreement by the parties to the amended hold separate stipulation and order and the terms of the final judgment, and the signing of the amended hold separate stipulation and order by the United States District Court, are expected to terminate any obstacle that the Antitrust Division or the plaintiff states could impose to the closing of the merger under the Hart-Scott-Rodino Act.

First Data Common Stock Will Be Listed on the NYSE (see page 60)

The shares of First Data common stock to be issued pursuant to the merger will be listed on the New York Stock Exchange under the symbol “FDC.”

Concord Executive Officers and Directors Have Interests in the Merger that May be Different From, or in Addition to, the Interests of Concord Shareholders, Including Interests With Respect to Stock Options, Retention Bonus Payments and Employment Agreements (see page 63)

When Concord shareholders consider their board of directors’ recommendation that they vote in favor of the adoption of the amended merger agreement, Concord shareholders should be aware that Concord executive officers and directors may have interests in the merger that may be different from, or in addition to, shareholders’ interests.

For example, the dollar amount of in-the-money options held by the directors and executive officers of Concord that will become vested upon completion of the merger is approximately $26.7 million, based on the closing sale price of First Data common stock on January 20, 2004. Under the Concord retention bonus program, executive officers of Concord have been allocated an aggregate of approximately $4.7 million, which will become payable upon completion of the merger or, in some cases, six months after completion of the merger.

In addition, Concord executive officers Edward A. Labry III, Dan M. Palmer, J. Richard Buchignani, Ronald V. Congemi, Paul W. Finch, Jr., Edward T. Haslam and E. Miles Kilburn have employment agreements which provide that they are entitled to payments and benefits in the event of a change of control of Concord or in the event the executive officers are terminated by Concord without “cause” or terminate their employment for “good reason” (in each case, as defined in their respective employment agreements). The aggregate cash amounts

10

Table of Contents

payable to these executive officers under their employment agreements would have totaled approximately $4.8 million if the merger had been completed and the terminations had occurred on January 20, 2004.

The Concord board of directors was aware of these interests and considered them, among other matters, in approving the amended merger agreement and the merger. Concord shareholders should consider these and other interests of Concord’s directors and executive officers that are described in this proxy statement/prospectus.

Each Outstanding Concord Stock Option to Purchase Concord Common Stock Will Be Converted Into a Vested and Fully Exercisable Option to Purchase 0.365 Shares of First Data Common Stock (see page 66)

Upon completion of the merger, each outstanding Concord stock option to purchase Concord common stock will be converted into an option to purchase First Data common stock. Each outstanding Concord stock option will become vested and fully exercisable upon completion of the merger. The number of shares of First Data common stock underlying the new First Data option will equal the number of shares of Concord common stock for which the corresponding Concord option was exercisable, multiplied by 0.365, rounded to the nearest whole share. The per share exercise price of each new First Data option will equal the exercise price of the corresponding Concord option divided by 0.365, rounded to the nearest whole cent.

The Purchase Method of Accounting Will Be Used to Account for the Merger (see page 56)

First Data will account for the merger under the purchase method of accounting for business combinations under accounting principles generally accepted in the United States of America.

11

Table of Contents

Selected Historical Financial Information

We are providing the following selected historical consolidated financial information to assist you in your analysis of the financial aspects of the merger. We derived the annual First Data historical information from the consolidated financial statements of First Data as of and for each of the years ended December 31, 1998 through 2002. We derived the annual Concord historical information from the consolidated financial statements of Concord as of and for each of the years ended December 31, 1998 through 2002. The data as of and for the nine months ended September 30, 2003 and 2002 has been derived from interim financial statements of both First Data and Concord and, in the opinion of each company’s management, include all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the interim period. The information is only a summary and should be read in conjunction with each company’s historical consolidated financial statements and related notes contained in the First Data and Concord annual reports on Form 10-K for the year ended December 31, 2002 and quarterly reports on Form 10-Q for the periods ended March 31, 2003, June 30, 2003 and September 30, 2003, which have been incorporated by reference in this proxy statement/prospectus, as well as other information that has been filed with the Securities and Exchange Commission (“SEC”). See “Where You Can Find More Information” for information on where you can obtain copies of this information. The historical results included below and elsewhere in this document are not indicative of the future performance of First Data, Concord or the combined company.

12

Table of Contents

First Data Selected Historical Financial Information

13

Table of Contents

Concord Selected Historical Financial Information

14

Table of Contents

Selected Unaudited Pro Forma Condensed Combined Consolidated Financial Information

The merger will be accounted for under the purchase method of accounting, which means the assets and liabilities of Concord will be recorded, as of completion of the merger, at their respective fair values and added to those of First Data. For a more detailed description of purchase accounting, see “The Proposed Merger — Accounting Treatment.”

We have presented below selected unaudited pro forma condensed combined consolidated financial information that reflects the purchase method of accounting and is intended to provide you with a better picture of what our businesses might have looked like had they actually been combined at the beginning of each period presented. The unaudited pro forma condensed combined consolidated financial information has been prepared assuming that 0.365 of a share of First Data common stock had been issued in exchange for each outstanding share of Concord common stock. The unaudited pro forma condensed combined consolidated financial information may have been different had the companies actually been combined at the beginning of each period presented. The unaudited pro forma condensed combined consolidated financial statements reflect NYCE Corporation as a discontinued operation because of the required divestiture under the proposed agreement with the Antitrust Division of the Department of Justice. The assets and liabilities of NYCE are classified as held for sale in the unaudited pro forma condensed combined consolidated balance sheet, and NYCE’s results of operations are treated as income from discontinued operations, net of tax, and excluded from the unaudited pro forma condensed combined consolidated statements of income. You should not rely on the selected unaudited pro forma condensed combined consolidated financial information as being indicative of the historical results that would have occurred had the companies been combined or the future results that may be achieved after the completion of the merger. The following selected unaudited pro forma condensed combined consolidated financial information has been derived from, and should be read in conjunction with, the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements and related notes included in Chapter Two of this proxy statement/prospectus.

15

Table of Contents

Comparative Historical and Unaudited Pro Forma Per Share Information

The following table includes selected historical per share information of First Data and Concord and unaudited pro forma condensed combined consolidated per share information after giving effect to the treatment of NYCE Corporation as a discontinued operation and the merger between First Data and Concord, under the purchase method of accounting, assuming that 0.365 of a share of First Data common stock had been issued in exchange for each outstanding share of Concord common stock. You should read this information in conjunction with the selected historical financial information, included elsewhere in this proxy statement/prospectus, and the historical financial statements of First Data and Concord and related notes that are incorporated in this proxy statement/prospectus by reference. The unaudited First Data pro forma condensed combined consolidated per share information is derived from, and should be read in conjunction with, the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements and related notes included in Chapter Two of this proxy statement/prospectus. The historical per share information is derived from audited financial statements as of and for the year ended December 31, 2002 and unaudited financial statements for the nine months ended September 30, 2003. The unaudited First Data pro forma combined cash dividends per share reflect the historical amounts paid by First Data. The unaudited pro forma Concord per share equivalents are calculated by multiplying the unaudited First Data pro forma combined per share amounts by the exchange ratio of 0.365. The pro forma combined outstanding shares of First Data as of September 30, 2003 was 898.6 million. The pro forma combined outstanding shares are based on the number of shares of First Data common stock outstanding at September 30, 2003 and the number of shares of Concord common stock outstanding at September 30, 2003 multiplied by the 0.365 exchange ratio. All per share amounts with respect to First Data common stock noted below have been retroactively restated to reflect the impact of a 2-for-1 stock split that was distributed on June 4, 2002.

The unaudited pro forma condensed combined consolidated per share information does not purport to represent what the actual results of operations of First Data and Concord would have been had the companies been combined during the periods presented or to project First Data’s and Concord’s results of operations that may be achieved after the completion of the merger.

16

Table of Contents

Comparative Per Share Market Price And Dividend Information

First Data common stock and Concord common stock are each listed on the New York Stock Exchange. First Data’s and Concord’s ticker symbols are “FDC” and “CE,” respectively. The following table shows, for the calendar quarters indicated, based on published financial sources: (1) the high and low sale prices of shares of First Data common stock and Concord common stock as reported on the New York Stock Exchange Composite Transaction Tape (and on the NASDAQ National Market with respect to Concord prior to November 7, 2002) and (2) the cash dividends paid per share of First Data common stock. Concord has not paid cash dividends on its common stock. The sales prices and dividends with respect to First Data common stock noted below have been retroactively restated for all periods to reflect the impact of a 2-for-1 stock split that was distributed to the First Data shareholders on June 4, 2002.