TOTAL SYSTEM SERVICES INC
8-K, 1996-09-20
COMPUTER PROCESSING & DATA PREPARATION
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                       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



                               September 16, 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)


<PAGE>




Item 5.           Other Events.

         On September  16,  1996,  Total System  Services,  Inc.  ("Registrant")
announced  that it is  expected  that  earnings  for 1996  will  exceed  current
analysts' estimates by approximately 10%.

         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, September 16, 1996























                                        2





<PAGE>





                                    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:  September 20, 1996                   By:/s/ Kathleen Moates
        ---------------------                   -------------------
                                                    Kathleen Moates
                                                    Deputy General Counsel















                                        3

<PAGE>





[TSYS LOGO]
For Immediate Release


 Contact:  James B. Lipham                  Patrick A. Reynolds
           Chief Financial Officer          Director of Investor Relations
           (706) 649-2262                   (706) 649-4973

                  TSYS EXPECTS TO EXCEED ANALYSTS' ESTIMATES FOR 1996

         Columbus,  Ga., September 16, 1996 --Today, at 11:00 a.m., Total System
Services,  Inc.  (TSYS) (NYSE:  "TSS") Chairman of the Board and Chief Executive
Officer  Richard W. Ussery will announce at the  Donaldson,  Lufkin,  & Jenrette
Emerging  Growth  Conference  in New York that he expects  earnings  for 1996 to
exceed current analysts' estimates by approximately 10%.
         This forward-looking projection is based on a series of projections and
estimates  reflecting  greater  revenues  generated  from the  conversion of new
customers  to TSYS'  credit  card  processing  system,  the  growth of  existing
customers'  accounts on file, and increased  volumes as well as use of ancillary
services,  better results for the start up of Vital Processing  Services,  TSYS'
merchant   processing   joint  venture  with  Visa(R)   U.S.A.,   and  continued
improvements in productivity through better expense control.
         Headquartered  in  Columbus,  Ga.,  TSYS is one of the world's  largest
credit, debit and private- label card processing companies, serving card issuing
institutions  located  throughout  the United  States,  Puerto Rico,  Canada and
Mexico,  representing more than 76 million cardholder accounts.  TSYS provides a
comprehensive  on-line system of data processing  services marketed as THE TOTAL
SYSTEMSM.  The company is an 80.8 percent owned subsidiary of Synovus  Financial
Corp. (NYSE- "SNV"), a $8.3 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.

         The  matters  set  forth  in  this  news  release  are  forward-looking
statements that are dependent on certain risks and  uncertainties  including the
financial  strength  of  the  economy,  particularly  the  consumers'  continued
utilization of credit cards as payment  systems and a credit medium,  continuing
scheduled  conversions of new and existing customers to the company's cardholder
software,  the  economic  viability of the  company's  joint  ventures,  and the
continued operational capabilities of the company.

                                       ###



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