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):
July 24, 2014

ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)



DELAWARE
 
001-15749
 
31-1429215
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
of Incorporation)
 
File Number)
 
Identification No.)



7500 DALLAS PARKWAY, SUITE 700
PLANO, TEXAS 75024
(Address and Zip Code of Principal Executive Offices)

(214) 494-3000
(Registrant's Telephone Number, including Area Code)

NOT APPLICABLE
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[     ]
 
Written communications pursuant to Rule 425 under the Securities Act
 
 
 
[     ]
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
 
 
[     ]
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
 
 
[     ]
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 8.01. Other Events.

On July 24, 2014, Alliance Data Systems Corporation issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $500.0 million aggregate principal amount of Senior Notes due 2022 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act.  A copy of this press release is attached hereto as Exhibit 99.1.

The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This report is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Document Description
 
 
 
99.1
 
Press Release dated July 24, 2014.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
Alliance Data Systems Corporation
 
 
 
 
Date: July 24, 2014
By:
 
/s/ Charles L. Horn
 
 
 
Charles L. Horn
 
 
 
Executive Vice President and
 
 
 
Chief Financial Officer



EXHIBIT INDEX


Exhibit No.
 
Document Description
 
 
 
99.1
 
Press Release dated July 24, 2014.