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
August 16, 1995
(Earliest Event Reported)
Total System Services, Inc.
(Exact Name of Registrant as
Specified in its Charter)
Georgia 1-10254 58-1493818
(State of (Commission File (IRS Employer
Incorporation) Number) Identification
Number)
1200 Sixth Avenue, 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)
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Item 5. Other Events.
On August 16, 1995, Total System Services, Inc. ("Registrant")
announced an agreement in principle with Visa U.S.A. to merge their merchant
processing operations. Consummation of the transaction is subject to mutually
satisfactory due diligence, the execution of a definitive agreement and the
approval of the transaction, or the expression of no objection to the
transaction, by the appropriate federal and state regulatory authorities.
A copy of Registrant's press release regarding the announcement
referenced above is attached hereto as Exhibit 99, and by this reference made a
part hereof.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements - None.
(b) Pro Forma Financial Information - None.
(c) Exhibits Index
99 - Registrant's press release, August 16, 1995.......Page 4
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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.
TOTAL SYSTEM SERVICES, INC.
("Registrant")
Dated: August 22, 1995 By: /s/Kathleen Moates
-----------------------
Kathleen Moates
Deputy General Counsel
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(TSYS logo)NEWS RELEASE
Total System Services Inc. (Service Mark)
For Immediate Release
Contacts: Betsy Helgager or Danita Gibson
Senior Account Executive Corporate Communications
Ketchum Public Relations TSYS Marketing
(404) 877-1827 (706) 649-5578
TOTAL SYSTEM SERVICES AND VISA U.S.A.
TO LAUNCH MERCHANT PROCESSING COMPANY
NEW YORK, August 16, 1995 -- Total System Services, Inc. (TSYS), (NYSE:TSS) and
Visa U.S.A. today announced an agreement in principle to merge their merchant
processing operations. The planned venture forms a powerful new independent and
stand-alone processing company to offer fully-integrated merchant transaction
and related electronic information services to financial institutions and their
merchant customers. The combined functions and business of the two companies
will immediately create a new competitive force in the marketplace.
The pact brings together two of the leading providers in the electronic payments
industry. Merchant Bank Services, (MBS), the Visa U.S.A. affiliate, is the
nation's largest provider of front-end point-of-sale services. Since its
inception in 1992, MBS has become a major force in the point-of-sale business by
delivering front-end processing services that have enabled banks to maintain and
grow profitable merchant processing operations. On the back-office side, TSYS
contributes world-renowned merchant accounting, billing options and reporting
systems. TSYS is one of the world's leading credit, debit and private-label card
processing companies, serving card issuing and acquiring institutions throughout
the United States, Mexico, Puerto Rico and Canada.
-- more --
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TSYS/VISA To Launch Merchant Processing Company
page 2
Operating as a for-profit company, the new organization will offer a
comprehensive, flexible outsourcing solution to organizations engaged in the
acceptance and processing of payment card transactions. Its wide variety of
services will include front-end electronic authorization and data capture,
merchant accounting, billing options, settlement and reconciliation, customer
service and exception processing, and a variety of merchant and bank back-office
services.
Today, technological advancements and changes in consumer behavior are fueling a
proliferation of new payment products and card acceptance markets -- creating a
dynamic transaction processing environment. While banks have typically
outsourced the front-end point-of-sale functions, many are now looking to
outsource the back-office operations as well. To meet this demand, the new
company will offer a "one-stop-shopping," full-function acquiring solution.
The services provided by the new organization will fill a void in the
marketplace, offering attractive, cost-effective, turn-key alternatives for
financial institutions wishing to outsource their merchant business without
sacrificing their customer relationships or their profitability. The new company
will leverage its economies of scale to provide vertically-integrated processing
solutions designed to strengthen the banks' relationship with their merchant
customers.
The companies, which have enjoyed a beneficial long-standing relationship,
identified the opportunity to better serve their mutual customers by joining
forces to create a jointly-owned company. The new organization will be
structured with an independent management team and a separate Board of
Directors. Interim business contacts for the new company are Rosalind Fisher,
President, Merchant Bank Services and Philip W.
Tomlinson, President, Total System Services.
-- more --
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TSYS/VISA To Launch Merchant Processing Company
page 3
According to Visa U.S.A. President and Chief Executive Officer, Carl F.
Pascarella, partnering with Total System is a powerful opportunity to combine
the highly complementary businesses of market leaders who share a strategic
commitment to supporting banks in the transaction acquiring business. "Both Visa
and Total System are dedicated to providing an outsourcing alternative that
keeps banks in the driver's seat --allowing them to strengthen the all-important
relationships they share with their merchants," said Pascarella. "Total System
has a sterling reputation for high-quality service and customer support. We are
excited at the opportunity to join forces with them and add another competitive
dimension to the marketplace."
Commenting on the announcement, Richard W. Ussery, TSYS Chairman of the Board
and Chief Executive Officer, said, "As the transaction processing business has
become more technology intensive, banks have outsourced more functions. The
combined expertise of TSYS and Visa will provide banks with an attractive array
of cost-effective processing services that will help them remain competitive in
the payment and information business."
Headquartered in Columbus, Ga., TSYS is one of the world's largest credit, debit
and private-label card processing companies, serving 139 primary card issuing
and acquiring institutions located throughout the United States, Puerto Rico,
Canada and Mexico, representing approximately 56 million cardholder and 600,000
merchant accounts. TSYS provides a comprehensive on-line system of data
processing services marketed as THE TOTAL SYSTEM SM. TSYS 1994 revenues totaled
$187.6 million; the company is an 80.8 percent owned subsidiary of Synovus
Financial Corp. (NYSE:SNV), a $7.6 billion asset, multi-financial services
company that also includes 34 affiliates in four Southeastern states and a
full-service brokerage firm.
-- more --
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TSYS/VISA To Launch Merchant Processing Company
page 4
Merchant Bank Services is a separate member-owned, not-for-profit company formed
by Visa U.S.A. to serve as the primary United States distributor of Visa
merchant processing services and to enhance Visa member bank profitability in
the merchant business. In 1994, Merchant Bank Services processed more than 1.6
billion point-of-sale transactions.
Visa is the world's largest consumer payment system provider. San
Francisco-based Visa and its 19,000 member financial institutions worldwide
serve more than 12 million merchants and service more than 405 million cards,
including 206.2 million in the U.S. In 1994, Visa card (credit and debit)
transactions totaled more than $630 billion worldwide. Visa also owns and
operates Visa/PLUS, the largest global automated teller machine (ATM) network.
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