UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 28, 2002
MASTERCARD INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE * 13-4172551
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 PURCHASE STREET
PURCHASE, NEW YORK 10577
(Address of principal executive offices) (Zip Code)
(914) 249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Effective June 28, 2002, MasterCard Incorporated acquired control
of 100% of the shares of Europay International S.A. ("Europay") not previously
owned by MasterCard International Incorporated ("MasterCard International")
pursuant to the Share Exchange and Integration Agreement, dated as of February
13, 2002, entered into by MasterCard Incorporated, MasterCard International and
Europay (the "Integration Agreement"). In connection with the Integration
Agreement, each shareholder of Europay (other than MasterCard International and
MasterCard/Europay U.K. Limited, a company formed by certain financial
institutions in the United Kingdom for the purpose of holding their shares in
Europay ("MEPUK")) was required to enter into a separate share exchange
agreement with MasterCard Incorporated and MasterCard International, pursuant to
which it exchanged its Europay shares for a specified number of shares of class
A redeemable common stock and class B convertible common stock of MasterCard
Incorporated. In addition, the shareholders of MEPUK were required to enter into
an agreement with MasterCard Incorporated and MasterCard International pursuant
to which they exchanged their MEPUK shares for a specified number of shares of
class A redeemable common stock and class B convertible common stock of
MasterCard Incorporated. As a result of this transaction, each of Europay and
MEPUK became a wholly-owned subsidiary of MasterCard Incorporated. MasterCard
International and MEPUK continue to hold shares of Europay.
Also effective June 28, 2002, pursuant to the Agreement and Plan of
Merger, dated as of February 13, 2002, entered into among MasterCard
Incorporated, MasterCard International and MasterCard Merger Sub, Inc., a
wholly-owned subsidiary of MasterCard Incorporated (the "Merger Agreement"),
MasterCard International and MasterCard Merger Sub, Inc. were merged under
Delaware law with MasterCard International being the surviving entity. Under the
Merger Agreement, each issued and outstanding principal membership interest in
MasterCard International was automatically converted by virtue of the merger
into a class A membership interest of MasterCard International and a specified
number of shares of class A redeemable common stock and class B convertible
common stock of MasterCard Incorporated.
The issuance of class A redeemable and class B convertible common stock
of MasterCard Incorporated was registered under the Securities Act of 1933
pursuant to MasterCard Incorporated's Post-Effective Amendment No. 2 to its
Registration Statement on Form S-4, Registration No. 333-67544, which was
declared effective on May 8, 2002 (the "Registration Statement"). The proxy
statement-prospectus of MasterCard International contained in the Registration
Statement contains additional information about the transactions described
above. The information in such proxy statement-prospectus contained under the
following captions is included herein as Exhibit 99.1 and is incorporated by
reference into this Item 2:
(i) "The Conversion;"
(ii) "The Integration;"
(iii) "Share Allocation and the Global Proxy;"
(iv) "Management;"
(v) "Security Ownership of Certain Beneficial Owners and
Management;"
(vi) "Certain Relationships and Related Transactions;"
(vii) "Description of Capital Stock of MasterCard
Incorporated;" and
(viii) "Material Contracts Between MasterCard International
and Europay."
On July 1, 2002, MasterCard International issued a news release
announcing the completion of the above-referenced transactions. A copy of the
news release is included herein as Exhibit 99.2 and is incorporated by
reference into this Item 2.
Item 7. Financial Statements and Exhibits.
(A) Financial Statements of Business Acquired.
The consolidated financial statements of Europay as of
December 31, 2001 and 2000 and for each of the three
years ended December 31, 2001, 2000 and 1999 are
included herein as Exhibit 99.3 and are incorporated by
reference into this Item 7.
(B) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial
statements combining the historical consolidated balance
sheets and statements of income of MasterCard
International and Europay as of and for the year ended
December 31, 2001 and giving pro forma effect to the
conversion and integration are included herein as
Exhibit 99.4 and are incorporated by reference into this
Item 7.
(C) Exhibits.
(i) Exhibit 2.1. Share Exchange and Integration
Agreement, dated as of February 13, 2002, by and
among MasterCard Incorporated, MasterCard
International Incorporated and Europay International
S.A. (incorporated by reference to
Annex B to the proxy statement-prospectus in Part I
of the Registration Statement defined herein).
(ii) Exhibit 2.2. Form of Share Exchange Agreement to be
entered among MasterCard Incorporated, MasterCard
International Incorporated and each shareholder of
Europay International S.A. other than MEPUK and
MasterCard International Incorporated (incorporated
by reference to Annex C to the proxy
statement-prospectus in Part I of the Registration
Statement defined herein).
(iii) Exhibit 2.3. Agreement and Plan of Merger, dated as
of February 13, 2002, by and among MasterCard
International Incorporated, MasterCard Incorporated
and MasterCard Merger Sub, Inc. (incorporated by
reference to Annex A to the proxy
statement-prospectus in Part I of the Registration
Statement defined herein).
(iv) Exhibit 2.4. Form of Share Exchange Agreement to be
entered among MasterCard Incorporated and each
shareholder of MasterCard/Europay U.K. Limited
(incorporated by reference to Exhibit 2.4 of the
Registration Statement defined herein).
(v) Exhibit 4.1. Amended and Restated Certificate of
Incorporation of MasterCard Incorporated.
(vi) Exhibit 4.2. Amended and Restated Bylaws of
MasterCard Incorporated.
(vii) Exhibit 4.3. Form of Specimen Certificate for Class
A Redeemable Common Stock of MasterCard Incorporated
(incorporated by reference to Exhibit 4.1 of the
Registration Statement defined herein).
(viii) Exhibit 4.4. Form of Specimen Certificate for Class
B Convertible Common Stock of MasterCard
Incorporated (incorporated by reference to Exhibit
4.2 of the Registration Statement defined herein).
(ix) Exhibit 99.1. Portions of the proxy
statement-prospectus contained in the Registration
Statement defined herein.
(x) Exhibit 99.2. News Release, dated July 1, 2002, of
MasterCard International.
(xi) Exhibit 99.3. Consolidated financial statements of
Europay as of December 31, 2001 and 2000 and for
each of the three years in the periods ended
December 31, 2001, 2000 and 1999.
(xii) Exhibit 99.4. Unaudited pro forma condensed combined
financial statements of MasterCard International and
Europay as of and for the year ended December 31,
2001 and giving pro forma effect to the conversion
and integration.
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.
MASTERCARD INCORPORATED
Date: July 12, 2002 By: /s/ ROBERT W. SELANDER
--------------------------
President and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2.1 Share Exchange and Integration Agreement, dated as
of February 13, 2002, by and among MasterCard
Incorporated, MasterCard International Incorporated
and Europay International S.A. (incorporated by
reference to Annex B to the proxy
statement-prospectus in Part I of the Registration
Statement defined herein).
2.2 Form of Share Exchange Agreement to be entered among
MasterCard Incorporated, MasterCard International
Incorporated and each shareholder of Europay
International S.A. other than MEPUK and MasterCard
International Incorporated (incorporated by
reference to Annex C to the proxy
statement-prospectus in Part I of the Registration
Statement defined herein).
2.3 Agreement and Plan of Merger, dated as of February
13, 2002, by and among MasterCard International
Incorporated, MasterCard Incorporated and MasterCard
Merger Sub, Inc. (incorporated by reference to Annex
A to the proxy statement-prospectus in Part I of the
Registration Statement defined herein).
2.4 Form of Share Exchange Agreement to be entered among
MasterCard Incorporated and each shareholder of
MasterCard/Europay U.K. Limited (incorporated by
reference to Exhibit 2.4 of the Registration
Statement defined herein).
4.1 Amended and Restated Certificate of Incorporation of
MasterCard Incorporated.
4.2 Amended and Restated Bylaws of MasterCard
Incorporated.
4.3 Form of Specimen Certificate for Class A Redeemable
Common Stock of MasterCard Incorporated
(incorporated by reference to Exhibit 4.1 of the
Registration Statement defined herein).
4.4 Form of Specimen Certificate for Class B Convertible
Common Stock of MasterCard Incorporated
(incorporated by reference to Exhibit 4.2 of the
Registration Statement defined herein).
99.1 Portions of the proxy statement-prospectus contained
in the Registration Statement defined herein.
99.2 News Release, dated July 1, 2002, of MasterCard
International.
99.3 Consolidated financial statements of Europay as of
December 31, 2001 and 2000 and for each of the three
years in the periods ended December 31, 2001, 2000
and 1999.
99.4 Unaudited pro forma condensed combined financial
statements of MasterCard International and Europay
as of and for the year ended December 31, 2001 and
giving pro forma effect to the conversion and
integration.