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
February 26, 1999
(Earliest Event Reported)
Synovus Financial Corp.
(Exact Name of Registrant as
Specified in its Charter)
Georgia 1-10312 58-1134883
(State of (Commission File (IRS Employer
Incorporation) Number) Identification
Number)
901 Front Avenue, Suite 301, Columbus, Georgia 31901
(Address of principal executive offices)
(706) 649-2267
(Registrant's Telephone Number)
(Former name or former address, if changed since last report)
Item 5. Other Events.
On February 26, 1999, Total System Services, Inc. ("TSYS"), Synovus
Financial Corp.'s ("Registrant's) 80.8% owned processing subsidiary, announced
that it received notice from Universal Card Services Corp. ("UCS"), a unit of
CITIBANK, of its decision not to renew its processing contract for consumer
cards beyond the original term ending August 1, 2000.
A copy of TSYS' press release regarding the announcement referenced above
is attached hereto as Exhibit 99.1, and by this reference is hereby incorporated
by reference into this Form 8-K and made a part hereof.
This Form 8-K contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act
of 1995. "Forward-looking" statements contained in this Form 8-K include the
intent, belief or current expectations of TSYS and members of its senior
management team with respect to TSYS' future relationship with UCS, new business
signed by TSYS which is in the process of being converted, anticipated growth in
business from existing clients, the number of new accounts to be added in 1999
and the anticipated consequences of the loss of UCS as a consumer credit card
client in the year 2000, as well as the assumptions upon which such statements
are based. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance, and involve risks and
uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements. Important factors currently
known to management that could cause actual results to differ materially from
those contemplated by the forward-looking statements in this Form 8-K include,
but are not limited to, adverse developments with respect to the successful
conversion of clients, adverse developments with respect to entering into
contracts with new clients and retaining current clients, failure to
successfully complete TSYS' year 2000 modification plans substantially as
scheduled and budgeted and adverse developments with respect to the credit card
industry in general and overall market conditions. Additional factors that could
cause actual results to differ materially from those contemplated in this Form
8-K can be found in TSYS' Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 12, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements - None.
(b) Pro Forma Financial Information - None.
(c) Exhibits
99.1 - TSYS' press release, February 26, 1999
2
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYNOVUS FINANCIAL CORP.
("Registrant")
Dated: March 1, 1999 By:/s/ Kathleen Moates
- ------------------------ -------------------------------
Kathleen Moates
Deputy General Counsel
4
Exhibit Index
Exhibit Number Description
99.1 TSYS'
press release
dated February 26, 1999
5
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Contact: Danita Gibson-Lloyd Patrick A. Reynolds
Corporate Communications Manager Director of Investor Relations
(706)649-5578 (706)649-4978
[email protected]
TSYS To Process CITIBANK's UCS Portfolio Until August 2000
Columbus, Ga., February 26, 1999 -- Total System Services, Inc.(R) (TSYS(R))
(NYSE:"TSS") today received notice from Universal Card Services Corp.
(UCS), a unit of CITIBANK, of its decision not to renew its processing
relationship for consumer cards beyond the original term ending August 1,
2000.
Leslie Palmer, senior vice president and chief information officer for
UCS said, "Undeniably we share many other common interests with TSYS that we
may want to enhance and grow in the future. These include UCS' business
card and the American Advantage Businesss Card programs. We look forward to
a continued relationship with TSYS into the next century."
TSYS Chairman of the Board and CEO Richard W. Ussery said, "We are
proud to have helped UCS grow its portfolio since its inception in 1990. We
don't like to lose any business, especially a client with which we've played
such a critical and long-term role in its success. The new business we have
already signed and are in the process of converting, along with the
anticipated growth of our existing clients, will certainly offset this loss."
TSYS experienced its greatest growth in new business in 1998 and will
add 78 million new accounts in 1999. TSYS management believes that the loss
of UCS as a consumer card-processing client in 2000 should not have a
material adverse effect on TSYS' financial condition or results of operation
for the year ending December 31, 2000.
This press release contains forward looking statements which involve
risks and uncertainties which may cause actual results to differ materially
from those in such statements.
TSYS (www.totalsystem.com) is one of the world's leading information
technology processors of credit, debit, commercial and private-label cards.
An 80.8% owned subsidiary of Synovus Financial Corp. (NYSE:"SNV")
(www.synovus.com), TSYS serves card-issuing institutions throughout the
United States, Puerto Rico, Canada, Mexico and the Caribbean. Creating
innovative processing solutions, TSYS makes it possible for more than 119
million cardholders to use their cards and enables card issuers to
profitably compete and better serve their customers through our world-class
people, technology and service.
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