TOTAL SYSTEM SERVICES INC
8-K, 1997-11-25
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



                                November 24, 1997
                            (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 November  24,  1997,  Total  System  Services,  Inc.  ("Registrant")
announced the signing of a seven year  processing  agreement  with Canadian Tire
Acceptance Limited of Welland, Ontario to process its credit card portfolio.

         On November 25, 1997,  Registrant  announced  the signing of a six year
processing  agreement with Winston Salem, North  Carolina-based BB&T Corporation
to process its credit card portfolio.

         A copy of  Registrant's  press  releases  regarding  the  announcements
referenced  above are attached  hereto as Exhibits 99.1 and 99.2,  respectively,
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

                  99.1 - Registrant's press release, November 24, 1997

                  99.2 - Registrant's press release, November 25, 1997


















                                        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: November 25, 1997                    By:/s/ Kathleen Moates
       -----------------------------           -------------------
                                                   Kathleen Moates
                                                   Deputy General Counsel















                                        3

<PAGE>

                                  Exhibit Index

Exhibit Number                                       Description

99.1                                                 Registrant's
                                                     press release
                                                     dated November 24, 1997

99.2                                                 Registrant's
                                                     press release
                                                     dated November 25, 1997







                                       4









For Immediate Release
<TABLE>
<CAPTION>

Contacts:
<S>                                 <C>                                          <C>
Danita Gibson-Lloyd                 Scott Bonikowsky                             Virginia Lewis
Corp. Communications. Mgr.          Senior Director, Corp. Communications        Senior Account Executive
Total System Services, Inc.         Canadian Tire Corporation, Limited           Ketchum Public Relations
(706) 649-5578                      (416)  480-8570                              (404) 877-1842
[email protected]                                                     [email protected]

</TABLE>

       Total System Services, Inc. Signs Canadian Tire for Card Processing
                         Expands International Presence
   TSYS to Process More than Six Million Private-label & MasterCard Cards for
                    Canada's Fifth Largest MasterCard Issuer

Columbus, Ga., Nov. 24, 1997 -Today, Total System Services,  Inc.(R),  (TSYS(R))
(NYSE - "TSS"),  announced the signing of a long-term card processing  agreement
with  Canadian  Tire  Acceptance  Limited  (CTAL) to  process  its more than six
million  private-label and MasterCard cards. These accounts will be converted to
TSYS' state-of-the-art TS2(R) Cardholder System.

         A wholly-owned  subsidiary of the country's largest hardgoods retailer,
CTAL is the fifth largest  MasterCard  issuer in Canada.  With 431 stores across
Canada, the store retailer enjoys a large and loyal clientele that has bolstered
its store card and its MasterCard product.

         TSYS President  Philip W.  Tomlinson  said,  "Total System  Services is
delighted to partner with an organization of Canadian Tire Acceptance  Limited's
caliber.  CTAL has a very strong portfolio which has shown  remarkable  strength
and  flexibility  in the  marketplace.  It is our desire to help  Canadian  Tire
Acceptance continue to prosper by offering innovative and technologically  sound
solutions,  such as our Year  2000  compliant  TS2  system,  that  will help the
company  meet its  business  objectives.  We look  forward  to a long,  mutually
beneficial relationship."

         TS2 is the  complete  rewrite  of  TSYS'  Cardholder  System.  The card
processing system offers  exceptional  levels of service and performance  beyond
any application in today's card processing domain.

         "The Total System TS2 processing and software  platform will help build
upon our proven  capabilities of providing  innovative  products and services to
Canadians by


<PAGE>


enabling us to quickly and  flexibly  design new credit card  products,  enhance
existing offerings, and increase our level of customer service," says Tom Gauld,
President,  Canadian Tire Acceptance  Limited.  "We are especially  pleased that
Total System Services,  a world-class company, has chosen Welland Ontario as the
site for their first Canadian  subsidiary office. This relationship is a big win
for our company, our customers and the Niagara region."

                                    -- more -


TSYS Signs Canadian Tire Acceptance for Card Processing/p.2

         Located in Welland, Ontario, Canadian Tire Acceptance Limited (CTAL) is
a wholly-owned subsidiary of Canadian Tire Corporation,  Limited. CTAL currently
provides a variety of credit and other financial services to more than 6 million
Canadian Tire  customers.  Services  include the Canadian Tire Credit Card,  the
Options MasterCard, the Canadian Tire AutoClub, a Long Distance Savings Plan and
a selection of insurance products.

         Headquartered  in  Columbus,  Ga.,  TSYS is one of the world's  largest
credit, debit,  commercial and private-label card processing companies,  serving
card issuing  institutions  located  throughout the United States,  Puerto Rico,
Canada and Mexico,  representing more than 91 million cardholder accounts.  TSYS
provides a comprehensive  on-line system of data processing services marketed as
THE TOTAL SYSTEM(R). In 1996, TSYS formed a joint venture with Visa(R) U.S.A. to
create  Vital   Processing   Services   L.L.C.   (www.vitalps.com),   a  leading
full-service  merchant  services  provider.  TSYS' 1996 revenues  totaled $311.6
million;  the company is an 80.7 percent owned  subsidiary of Synovus  Financial
Corp. (NYSE:  "SNV")  (www.synovus.com),  a $9.0 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.
TSYS' Internet address is www.totalsystem.com.


                                       ###





<PAGE>




                                [GRAPHIC OMITTED]


For Immediate Release
<TABLE>
<CAPTION>

Contacts:
<S>                                 <C>                                <C>                        <C>
Total System Services, Inc.         BB&T Corporation
Danita Gibson-Lloyd                 Virginia Lewis                     Scott Qualls               Jason Reed
Corporate Communications Mgr.       Senior Account Executive           Senior Vice President      Public Relations
Total System Services, Inc.         Ketchum Public Relations           BB&T Corporation           BB&T Corporation
(706) 649-5578                      (404) 877-1842                     (919) 246-4919             (910) 733-2206
[email protected]        [email protected]         [email protected]        [email protected]

</TABLE>


              TSYS to Provide Card Processing for BB&T Corporation
            BB&T to Move Card Issuance from North Carolina to Georgia


COLUMBUS,  Ga.,  Nov.  25, 1997 - Total System  Services,  Inc.  (R),  (TSYS(R))
(NYSE:"TSS")  today  announced  the signing of a multi-year  contract to provide
credit, debit and commercial card processing for Winston Salem,  N.C.-based BB&T
Corporation.   The  bank  will  convert  its  one  million   accounts  to  TSYS'
state-of-the-art Year 2000 compliant TS2(R) Cardholder System.

         TSYS President  Philip W. Tomlinson said, "We appreciate the confidence
BB&T has placed in us to meet its business  needs and are certain that they will
enjoy the benefits of our leading-edge systems and solutions. We look forward to
helping them prosper in this highly competitive environment."

         TS2 is the  complete  rewrite  of  TSYS'  Cardholder  System.  The card
processing system offers  exceptional  levels of service and performance  beyond
any application in today's card processing domain.

         "TSYS offers high quality  innovative card  processing  services," said
Scott  Qualls,  senior vice  president  and manager of BB&T's  Revolving  Credit
Department,  "Their addition to BB&T's team will allow us to continue  providing
world-standard client service for all our bankcard and debit card clients."

         BB&T also  announced  its  intention  to move its state of issuance for
bankcard and merchant businesses to Georgia.  BB&T is in the process of applying
with the  appropriate  state and federal  authorities.  BB&T currently  operates
these businesses out of North Carolina.

                                  Exhibit 99.2


<PAGE>



                                   -- more --

TSYS Signs Branch Banking and Trust For Card Processing/p.2


         BB&T Corporation (NYSE: "BBK"), a multi-bank holding company with $27.2
billion in assets, operates 485 banking offices in 256 cities in North Carolina,
South Carolina and Virginia.  BB&T is a full-service  commercial and retail bank
that also offers additional financial services, such as insurance,  investments,
leasing and trust.  More information on BB&T is available at the bank's website,
www.BBandT.com.

         Headquartered  in  Columbus,  Ga.,  TSYS is one of the world's  largest
credit, debit,  commercial and private-label card processing companies,  serving
card issuing  institutions  located  throughout the United States,  Puerto Rico,
Canada and Mexico,  representing more than 91 million cardholder accounts.  TSYS
provides a comprehensive  on-line system of data processing services marketed as
THE TOTAL SYSTEM(R). In 1996, TSYS formed a joint venture with Visa(R) U.S.A. to
create  Vital   Processing   Services   L.L.C.   (www.vitalps.com),   a  leading
full-service  merchant  processing  company.  TSYS' 1996 revenues totaled $311.6
million;  the company is an 80.7 percent owned  subsidiary of Synovus  Financial
Corp.  (NYSE:  "SNV")(www.synovus.com),  a $9.0 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. TSYS' Internet address is www.totalsystem.com.

                                      # # #




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