As filed with the Securities and Exchange Commission on August 14, 1995
Registration File No. 33-58617
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pre-Effective Amendment No. 2 To
FORM S-3
Registration Statement
Under
The Securities Act of 1933
TOTAL SYSTEM SERVICES, INC.
(Exact Name of registrant as specified in its charter)
Georgia 54-1493818
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
1200 Sixth Avenue
Columbus, Georgia 31901
(706) 649-2204
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Kathleen Moates
Deputy General Counsel
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(706) 649-4818
(Name, Address and Telephone Number of Agent for Service)
Approximate date of commencement of the proposed sale to the public: As soon as
practicable and from time to time after the Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ X ]
<PAGE>
PROSPECTUS
Total System Services, Inc.(Service Mark)
28,800 Shares of Common Stock
$.10 PAR VALUE
The shares of common stock of Total System Services, Inc. ("TSYS"(R))
covered by this Prospectus ("Shares") are presently issued and outstanding
shares of $.10 par value common stock of TSYS ("TSYS Common Stock") which may be
offered and sold from time to time by Synovus Trust Company as Trustee for the
Total System Services, Inc. Pension Plan (the "Selling Shareholder"), which
Shares are to be sold in the manner set forth under "Plan of Distribution." TSYS
will not receive any proceeds from the sale of the Shares offered pursuant to
this Prospectus. The Shares represent approximately .05% of the issued and
outstanding shares of TSYS Common Stock.
The Shares may be sold on the New York Stock Exchange or any other
exchanges on which TSYS Common Stock may be traded (which may involve crosses
and block transactions), and in independent transactions off all exchanges, in
negotiated transactions, or otherwise. The Shares will be sold at market prices
prevailing at the time of the sale or at negotiated or fixed prices. See "Plan
of Distribution." TSYS, as the sponsoring employer, will bear the costs of
registering the Shares under the Securities Act of 1933, including the
registration fee, legal and accounting fees, any printing fees, and also bear
the costs of underwriting commissions and/or discounts, if any, and brokerage
commissions (expenses are estimated at $2,600).
TSYS has agreed to keep the Registration Statement on Form S-3 covering
the Shares effective until the Shares are sold.
TSYS Common Stock, including the Shares offered hereby, is listed on
the New York Stock Exchange. On August 2, 1995, the last reported sale price of
TSYS Common Stock on the New York Stock Exchange was $17.25 per share. TSYS
Common Stock is traded on the New York Stock Exchange under the symbol TSS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1995.
Total System Services, Inc.(sm) is a service mark and TSYS(R) is a federally
registered service mark of Total System Services, Inc.
<PAGE>
AVAILABLE INFORMATION
TSYS is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("Commission"). Copies of such reports, proxy statements and
other information can be obtained from the Commission at prescribed rates by
addressing a written request for such copies to the Public Reference Section of
the Commission, at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. In addition, such reports, proxy statements and other information can be
inspected and copied at the public reference facilities referred to above and at
the Regional Offices of the Commission at: Chicago Regional Office, 500 West
Madison Street, Chicago, Illinois 60661-2511 and New York Regional Office, Seven
World Trade Center, New York, New York 10048. In addition, the Common Stock of
TSYS is listed on the New York Stock Exchange (the "NYSE") and such reports,
proxy statements and other information concerning TSYS can be inspected at the
office of the NYSE, 20 Broad Street, New York, New York 10005.
TSYS has filed with the Commission a Registration Statement on Form S-3
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), with the Commission covering the
shares of TSYS Common Stock being offered by this Prospectus. This Prospectus,
which is part of the Registration Statement, does not contain all the
information and undertakings set forth in the Registration Statement and
reference is hereby made to such Registration Statement, including the Exhibits
and Schedules filed as a part thereof, which may be inspected and copied in the
manner and at the locations specified above, for further information with
respect to TSYS and the TSYS Common Stock offered hereby. Statements contained
in this Prospectus or any document incorporated by reference in this Prospectus
as to the contents of any contract or other document referred to herein or
therein are not necessarily complete and in each instance reference is made to
the copy of such contact or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by TSYS are
incorporated as of their respective dates into this Prospectus by reference:
(1) TSYS' Annual Report on Form 10-K for the fiscal year ended December
31,1994;
(2) TSYS' Quarterly Reports on Form 10-Q for the Quarters ended
March 31, 1995 and June 30, 1995;
(3) TSYS' Current Reports on Form 8-K dated January 5, 1995 and March
15, 1995; and
<PAGE>
(4) TSYS' Registration Statement on Form 8-A filed on May 17, 1989.
All reports subsequently filed by TSYS pursuant to Section 13(a) and
(c) of the Exchange Act and any definitive proxy or information statements filed
pursuant to Section 14 of the Exchange Act in connection with any subsequent
shareholders' meeting and any reports filed pursuant to Section 15(d) of the
Exchange Act prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Prospectus.
TSYS will provide, without charge, to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any and all of the documents incorporated herein by reference (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). Requests for copies of such
documents should be directed to Total System Services, Inc., Post Office Box
1755, Columbus, Georgia 31902-1755, Attention: Corporate Secretary, (404)
649-4751.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus, in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by TSYS, the Selling
Shareholder, or any other person, underwriter, dealer or agent. Neither the
delivery of this Prospectus nor any sale made hereunder or thereunder shall
under any circumstances create an implication that there has been no change in
the affairs of TSYS since the date hereof. This Prospectus does not constitute
an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
<PAGE>
TSYS
TSYS, a Georgia corporation, is a credit, debit and private label card
processing company which provides card-issuing institutions with a comprehensive
on-line system of data processing services. The principal executive offices of
TSYS are located at 1200 Sixth Avenue, Columbus, Georgia 31901, and TSYS'
telephone number is (404) 649-2204.
THE SELLING SHAREHOLDER
This Prospectus relates to periodic offers and sales by the Selling
Shareholder of 28,800 shares of TSYS Common Stock. Prior to this offering, the
Selling Shareholder owned 28,800 shares of TSYS Common Stock. Upon consummation
of the sale of the Shares of TSYS Common Stock contemplated hereby, the Selling
Shareholder will no longer own any shares of TSYS Common Stock. Except for the
ownership interest of the Selling Shareholder in such 28,800 shares of TSYS
Common Stock, the Selling Shareholder is not the beneficial owner of any other
shares of TSYS Common Stock. Synovus Trust Company, which holds the Shares of
TSYS Common Stock in a fiduciary capacity for the Selling Shareholder, is a
wholly-owned subsidiary of Columbus Bank and Trust Company, which owns
52,200,646 shares of TSYS Common Stock representing approximately 80.8% of the
shares of TSYS Common Stock outstanding as of August 1, 1995. On January 31,
1995, Synovus Trust Company also held in various fiduciary capacity 355,940
shares of TSYS Common Stock representing approximately .55% of the outstanding
shares of TSYS Common Stock. The 28,800 Shares offered hereby represent
approximately .05% of the shares of TSYS Common Stock outstanding on August 1,
1995.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Shareholder subject to compliance with applicable federal and state securities
laws. The Shares may be sold on the New York Stock Exchange or any other
exchanges on which TSYS Common Stock may be traded (which may involve crosses
and block transactions), and in independent transactions off all exchanges, in
negotiated transactions, or otherwise. The Shares will be sold at market prices
prevailing at the time of sale or at negotiated or fixed prices. The Shares may
be sold from time to time by one or more of the following, without limitation:
(a) one or more block trades in which a broker or dealer may or may not be
engaged to attempt to sell all or part of the Shares as agent or to position and
resell a portion of any block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) off the market sales in which a broker
or dealer may or may not be engaged to attempt to sell all or part of the Shares
as agent.
In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Shareholder in
amounts to be negotiated
<PAGE>
prior to the sale. As of the date hereof, there are no selling arrangements
between the Selling Shareholder and any broker or dealer. The Shares offered
hereby are not expected to be sold pursuant to an underwriting. This Prospectus
does not restrict the availability of any exemption under the securities laws or
the regulations under those laws pursuant to which the Selling Shareholder may
sell or otherwise dispose of the Shares.
TSYS will not receive any of the proceeds from the sale of the Shares
by the Selling Shareholder. TSYS, as the sponsoring employer, will bear the
costs of registering the Shares under the Act, including the registration fee
under the Act, legal and accounting fees, any printing fees, and also bear the
costs of underwriting commissions and/or discounts, if any, and brokerage
commissions.
In offering the Shares covered by this Prospectus, the Selling
Shareholder and brokers, dealers or agents who participate in a sale of Shares
by the Selling Shareholder may be considered "underwriters" within the meaning
of Section 2(11) of the Act and any profits realized by the Selling Shareholder
and the compensation of any broker/dealers may be deemed to be underwriting
discounts and commissions.
EXPERTS
The consolidated financial statements and schedule of Total System
Services, Inc. and subsidiaries as of December 31, 1994 and 1993, and for each
of the years in the three-year period ended December 31, 1994, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
LEGALITY
The legality of TSYS Common Stock covered hereby is being passed upon
for TSYS by Kathleen Moates, Deputy General Counsel of TSYS.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration fee $ 167.00
Legal Services $ 300.00
Accounting Services $ 2,000.00
Printing $ 50.00
Miscellaneous $ 100.00
Total $ 2,617.00
All of the above items, except for the registration fee, are estimates.
The Selling Shareholder will not bear any of the expenses set forth above.
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if he acted in a manner he believed
in good faith to be in or not opposed to the best interests of the corporation
and, in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Georgia Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation, or in connection
with any other proceeding in which he was adjudged liable on the basis that
personal benefit was improperly received by him. Notwithstanding the foregoing,
pursuant to Section 14-2-854 of the Georgia Business Corporation Code a court
may order a corporation to indemnify a director if such court determines the
director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not such director met the standard of conduct
set forth in subsection (a) of Section 14-2-851 of the Georgia Business
Corporation Code or was adjudged liable as described in subsection (d) of
Section 14- 2-851 of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that
to the extent that a director has been successful, on the merits or otherwise,
in the defense of any proceeding to which he was a party, or in defense of any
claim, issue, or matter therein, because he is or was a director of the
corporation, the corporation shall indemnify the director against reasonable
expenses incurred by him in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that
an officer of the corporation who is not a director is entitled to mandatory
indemnification
II - 1
<PAGE>
under Section 14-2-852 and is entitled to apply for court ordered
indemnification under Section 14-2-854, in each case to the same extent as a
director. In addition, Section 14-2-857 provides that a corporation may also
indemnify an officer, employee or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VIII of Registrant's Bylaws, every person
who is or was (and the heirs and personal representatives of such person) a
director, officer, employee or agent of Registrant shall be indemnified and held
harmless by Registrant from and against the obligation to pay a judgement,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), and reasonable expenses (including attorneys' fees and
disbursements) that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of Registrant; (b) because he or she is or was serving at the request of
Registrant as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
enterprise; or (c) because he or she is or was serving as an employee of the
Registrant who was employed to render professional services as a lawyer or
accountant to the Registrant; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interests of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of Registrant, reasonable
expenses incurred in any proceeding shall be paid by Registrant in advance of
the final disposition of such proceeding if authorized by the Board of Directors
in the specific case, or if authorized in accordance with procedures adopted by
the Board of Directors, upon receipt of a written undertaking executed
personally by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by Registrant, and a written affirmation of his or her good
faith belief that he or she has met the standard of conduct required for
indemnification.
The foregoing rights of indemnification and advancement of expenses are
not intended to be exclusive of any other right to which those indemnified may
be entitled, and Registrant has reserved the right to provide additional
indemnity and rights to its directors, officers, employees or agents to the
extent they are consistent with law.
Registrant carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of
Registrant for losses
II - 2
<PAGE>
and expenses it might incur to its directors and officers for successful defense
of claims alleging negligent acts, errors, omissions or breach of duty while
acting in their capacity as directors or officers and indemnification of its
directors and officers for losses and expense upon the unsuccessful defense of
such claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 16. Exhibits
4.1 Articles of Incorporation of Total System Services, Inc., as
amended, incorporated by reference to Exhibit 3.1 of Total System Services,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1990.
4.2 Bylaws of Total System Services, Inc., as amended, incorporated
by reference to Exhibit 4(b) of Post-Effective Amendment No. 1 to TSYS'
Registration Statement on Form S-3 filed with the Commission on May 4, 1993
(File No. 33- 52258).
5 Legal opinion of the Deputy General Counsel of Total System
Services, Inc. regarding the legality of the TSYS Common Stock to be registered.
23.1 The consent of KPMG Peat Marwick LLP re: Consolidated Financial
Statements of Total System Services, Inc. and Subsidiaries.
23.2 The consent of Kathleen Moates, Deputy General Counsel of Total
System Services, Inc., regarding the legality of the TSYS Common Stock to be
registered.
24 Powers of Attorney contained on the signature pages of the
Registration Statement No. 33-58617 as originally filed with the Commission on
April 14, 1995.
II - 3
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such
II - 4
<PAGE>
liabilities (other that the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
filings\TSS\Admen2.s-3
II - 5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Pre-effective Amendment No. 2 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbus,
State of Georgia, on the 14th day of August, 1995.
TOTAL SYSTEM SERVICES, INC.
(Registrant)
By: *
Richard W. Ussery,
Chairman and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ James H. Blanchard Date: August 14, 1995
-----------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee
* Date: August 14, 1995
-----------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
* Date: August 14, 1995
----------------------------------------------
Philip W. Tomlinson,
President
and Director
* Date: August 14, 1995
------------------------------------------------
William A. Pruett,
Executive Vice President
<PAGE>
* Date: August 14, 1995
----------------------------------------------
James B. Lipham,
Treasurer, Principal
Accounting and Financial Officer
* Date: August 14, 1995
------------------------------------------
Griffin B. Bell,
Director
* Date: August 14, 1995
----------------------------------------------
Richard Y. Bradley,
Director
Date: _______, 1995
Salvador Diaz-Verson, Jr.,
Director
* Date: August 14, 1995
----------------------------------------------
Kenneth E. Evans,
Director
* Date: August 14, 1995
---------------------------------------------
Gardiner W. Garrard, Jr.,
Director
* Date: August 14, 1995
--------------------------------------------------
John P. Illges, III,
Director
* Date: August 14, 1995
-------------------------------------------
Mason H. Lampton,
Director
* Date: August 14, 1995
-----------------------------------------------------
William M. McVay,
Director
<PAGE>
* Date: August 14, 1995
--------------------------------------------
W. Walter Miller, Jr.,
Director
* Date: August 14, 1995
--------------------------------------------
H. Lynn Page,
Director
* Date: August 14, 1995
-----------------------------------------------
William B. Turner,
Director
* Date: August 14, 1995
----------------------------------------------
George C. Woodruff, Jr.,
Director
* Date: August 14, 1995
--------------------------------------------
James D. Yancey,
Director
* As Attorney-in-Fact for the directors and officers by whose name an asterisk
appears.
filings\TSS\S3AMEN2.sig
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
23.1 The consent of KPMG Peat Marwick LLP re: Consolidated
Financial Statements of Total System Services, Inc. and Subsidiaries.
filings\tss\s-3dex2.amd
<PAGE>
Independent Auditors' Consent
The Board of Directors
Total System Services, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our Firm under the heading "Experts" in the Registration
Statement/Prospectus.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Atlanta, Georgia
August 14, 1995
filings\tss\ex23-1.895
Exhibit 23.1
<PAGE>
<PAGE>
