<PAGE>
As filed with the Securities and Exchange Commission on June 20, 1995
Registration File No. 33-58617
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pre-Effective Amendment No. 1 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"(Registration Mark)) 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 June 19, 1995, the last reported sale
price of TSYS Common Stock on the New York Stock Exchange was $14.38 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.(Service Mark) is a service mark and TSYS
(Registration Mark) 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 Report on Form 10-Q for the Quarter ended March
31, 1995;
(3) TSYS' Current Reports on Form 8-K dated January 5, 1995 and March
15, 1995; and
(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.
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 June 19, 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 June
19, 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 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.
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 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 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.
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 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.
<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. 1 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 20th day of June, 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: June 20, 1995
James H. Blanchard,
Director and Chairman of the
Executive Committee
* Date: June 20, 1995
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
* Date: June 20, 1995
Philip W. Tomlinson,
President
and Director
* Date: June 20, 1995
William A. Pruett,
Executive Vice President
* Date: June 20, 1995
James B. Lipham,
Treasurer, Principal
Accounting and Financial Officer
* Date: June 20, 1995
Griffin B. Bell,
Director
* Date: June 20, 1995
Richard Y. Bradley,
Director
Date: _______, 1995
Salvador Diaz-Verson, Jr.,
Director
* Date: June 20, 1995
Kenneth E. Evans,
Director
* Date: June 20, 1995
Gardiner W. Garrard, Jr.,
Director
* Date: June 20, 1995
John P. Illges, III,
Director
* Date: June 20, 1995
Mason H. Lampton,
Director
* Date: June 20, 1995
William M. McVay,
Director
* Date: June 20, 1995
W. Walter Miller, Jr.,
Director
* Date: June 20, 1995
H. Lynn Page,
Director
* Date: June 20, 1995
William B. Turner,
Director
* Date: June 20, 1995
George C. Woodruff, Jr.,
Director
* Date: June 20, 1995
James D. Yancey,
Director
* As Attorney-in-Fact for the directors and officers by whose name an asterisk
appears.
<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.
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.
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.
KPMG Peat Marwick LLP
Atlanta, Georgia
June 20, 1995
Exhibit 23.1<PAGE>
CONSENT
Board of Directors
Total System Services, Inc.
The undersigned counsel to Total System Services, Inc. consents to the
use of my opinion as Exhibit 5 to the Registration Statement and to the
reference to me under the heading "Legality" in the Registration
Statement/Prospectus.
Sincerely,
/s/Kathleen Moates
Deputy General Counsel
Columbus, Georgia
June 20, 1995
Exhibit 23.2<PAGE>
