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
May 20, 1996
(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 May 20, 1996, Total System Services, Inc. ("Registrant") announced the
completion of the merger of its merchant processing operations with the merchant
processing operations of Visa U.S.A. through the formation of Vital Processing
Services L.L.C.
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
99 - Registrant's press release, May 20, 1996
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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: May 20, 1996 By:/s/ Kathleen Moates
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Kathleen Moates
Deputy General Counsel
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N E W S R E L E A S E
For Immediate Release
Contacts:Danita Gibson-Lloyd Albert Coscia Virginia Lewis
Total System Services, Inc. Visa U.S.A. Ketchum Public Relations
(706) 649-5578 (415) 432-2039 (404) 877-1842
Vital Processing Services To Begin Operations Immediately
Fred O. Gumbel Named President & Chief Executive Officer
Columbus, Ga. and San Francisco, May 20, 1996---Total System Services, Inc. SM,
(TSYS(R)) (NYSE: "TSS"), and Visa U.S.A. today announced the completion of the
merger of their merchant processing operations, creating Vital Processing
Services L.L.C. (Vital).
In late 1995, the two companies announced their intent to form an
independent joint venture company to offer fully-integrated merchant transaction
and related electronic information services to financial institutions and their
merchant customers.
Vital will begin operations immediately, and there will not be any
interruption in service for existing customers. The company will be headed by
Fred O. Gumbel, former President of EDS' Electronic Commerce Strategic Business
Unit, who has been named President and CEO. A prominent figure in the
transaction processing industry, Mr. Gumbel brings more than 19 years of
experience to Vital. In addition to the CEO, the Board of Directors will include
Philip W. Tomlinson, President, TSYS; James B. Lipham, Executive Vice President
& CFO, TSYS; Carl F. Pascarella, President & CEO, Visa U.S.A.; and William E.
Stewart, Executive Vice President, Visa U.S.A.
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Vital/page 2
Vital combines the forces of 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 (POS)
services. Since 1992, MBS has enabled banks to maintain and grow profitable
merchant processing operations by providing value-added POS services and
support. On the back- office side, TSYS contributes technologically advanced
merchant accounting, billing options and reporting systems. TSYS is one of the
world's leading credit, debit and private label card processing companies,
serving financial institutions throughout the United States, Mexico, Puerto Rico
and Canada. In 1995, the combined merchant processing businesses of MBS and TSYS
exceeded 2.8 billion transactions.
Revenues from the combined functions and businesses of the two
companies are expected to be approximately $100 million in Vital's first year of
operation, making the company a strong competitive force in the marketplace. The
company will begin operations with a staff of nearly 400 employees and will be
headquartered in Tempe, Ariz. where plans are currently underway for the
construction of a new corporate facility.
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: accounting and reporting, settlement and reconciliation,
customer service and exception processing, and a variety of merchant and bank
back- office services.
"Vital Processing Services is the perfect solution for today's
increasingly competitive marketplace, enabling financial institutions to
outsource their merchant business without sacrificing their customer
relationships or their bottom lines," said President and Chief Executive
Officer, Visa U.S.A., Carl F. Pascarella. "Vital is uniquely positioned to
leverage its economies of scale, infrastructure, and expertise to provide
value-added processing solutions that strengthen the banks' relationships with
their merchant customers," Pascarella said.
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Vital/page 3
Commenting on the announcement, Richard W. Ussery, TSYS Chairman of the
Board and Chief Executive Officer, said, "The merging of these two market
leaders truly creates synergies within Vital and generates a new and unique
processing alternative to the acquiring marketplace. We believe the combined
critical mass of these two leaders, along with their innovative services,
positions Vital well in the payment system marketplace. We also are confident
that under the demonstrated expertise and leadership of Fred Gumbel, Vital will
flourish."
Headquartered in Columbus, Ga., TSYS is one of the world's largest
credit, debit and private- label card processing companies, serving card issuing
and acquiring institutions located throughout the United States, Puerto Rico,
Canada and Mexico, representing more than 68 million cardholder and over 635,000
merchant accounts. TSYS provides a comprehensive on-line system of data
processing services marketed as THE TOTAL SYSTEM SM. TSYS' 1995 revenues totaled
$249.7 million. The company is an 80.8 percent owned subsidiary of Synovus
Financial Corp. (NYSE- "SNV"), an $8.0 billion asset, multi-financial services
company that also includes 34 banking affiliates in four Southeastern states, a
full-service brokerage firm, a comprehensive trust services provider and a
mortgage services company. Synovus' Internet address is http://www.snv.com.
Headquartered in the San Francisco Bay Area, Visa is the world's
largest consumer payment system. It plays a pivotal role in developing and
implementing new technologies that benefit its 19,000 member financial
institutions and their cardholders, business, governments and the global
economy. Visa's 464 million cards are accepted by more than 12 million merchants
worldwide. The Visa/Plus network consists of more than 278,000 ATMs in 100
countries. Visa's Internet address is http://www.visa.com.
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