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 14, 1998
(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)
Item 5. Other Events.
On May 14, 1998, Total System Services, Inc. ("Registrant") announced
that it has signed a ten year processing agreement with Sears, Roebuck and Co.
("Sears") to convert and process its private-label portfolio on TSYS' TS2
Cardholder System. The ten year term will begin upon the completion of the
conversion of Sears accounts to TS2, which conversion is anticipated to be
completed in the second quarter of 1999.
Although TSYS' transactions processed, revenues realized, and costs
recognized for private-label portfolios are less than for comparably sized Visa
and MasterCard portfolios, TSYS expects its processing of the Sears portfolio to
produce a net profit margin consistent with TSYS' historical net profit margins.
A copy of Registrant's press release regarding the announcement
referenced above is attached hereto as Exhibit 99.1, and by this reference made
a part hereof.
The matters set forth in this Form 8-K contain certain forward-looking
statements that involve certain risks and uncertainties including the successful
conversion of the Sears private-label card portfolio to the TS2 cardholder
system, the future utilization of Sears private-label cards by consumers, and
the associated realization of revenues and recognition of costs consistent with
assumptions used by TSYS in negotiating the terms and conditions of the
processing agreement.
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, May 14, 1998
2
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 14, 1998 By:/s/ Kathleen Moates
Kathleen Moates
Deputy General Counsel
4
Exhibit Index
Exhibit Number Description
99.1 Registrant's
press release
dated May 14, 1998
5
For Immediate Release
Media Contacts: Danita Gibson-Lloyd Kimberly Knight
Corporate Communications Mgr. Corporate Communications Spec.
(706) 649-5578 (706) 644-1218
[email protected] [email protected]
TSYS(R) Signs Sears, Roebuck and Co. for Card Processing Services
TSYS To Undertake Industry's Largest Conversion
Strengthens TSYS' Strategic Private Label Initiatives
Columbus, Ga., May 14, 1998 - Total System Services, Inc. (R) (TSYS(R)) (NYSE:
"TSS") today announced the signing of a long-term processing agreement with
Sears, Roebuck and Co. (Sears) (NYSE: "S") to convert and process its
private-label portfolio on TSYS' state-of-the-art Year 2000 compliant TS2(R)
Cardholder System. This conversion of 60 million accounts will be the largest in
the history of the credit card industry.
Sears credit portfolio is by far the largest in the retail industry -
bigger than the next 10 combined. In 1997, more than 32 million Sears accounts
were active, and the portfolio's average managed receivables rose to $26.8
billion, an increase of 10 percent over 1996.
"TSYS is very excited to have signed one of the preeminent card issuers and
best known companies in the world. Sears enjoys a stellar reputation in the
industry, and Total System Services looks forward to a long, prosperous
relationship with them," said Richard W. Ussery, TSYS Chairman of the Board &
CEO. "Our team members are committed to helping Sears meet and exceed its
business challenges with our world-class people, service and systems," he
continued.
"TSYS processing will be key to Sears strategy of continuing to develop and
leverage Sears credit customer relationships and to improve service support of
Sears multiple retail formats and operations," said Alan J. Lacy, President of
Sears Credit.
-- more --
TSYS(R) Signs Sears, Roebuck and Co. for Card Processing Services/p.2
TSYS President Philip W. Tomlinson said, "TSYS has placed a strategic focus
on the retail and private label segments of the card industry. We have
strengthened this key corporate initiative in such a way that a clear market
leader like Sears has found it to be the solution to meet its business
objectives. Moreover, TSYS expects our processing of the Sears portfolio to
produce a net profit margin consistent with our historical net profit margins."
Tomlinson continued, "We expect a smooth, seamless conversion of the Sears
portfolio to TS2 primarily because TS2 was designed with option-driven features
that large issuers require so that they may effectively compete in today's
market. TS2 will enable Sears to proactively respond to the needs of its
customers."
"TS2 enables us to accomplish large-scale conversions quickly and
efficiently. The changes that are required to meet the specific needs of issuers
are made by changing option settings, not by modifying the system through labor
intensive custom code as is the case with other software platforms," Tomlinson
added.
Sears, Roebuck and Co., is a leading U.S. retailer of apparel, home and
automotive products and services, with annual revenues of more than $41 billion.
For more information, visit Sears Web site at www.sears.com.
TSYS (www.totalsystem.com) is one of the world's largest credit, debit,
commercial and private-label card processing companies. An 80.7% owned
subsidiary of Synovus Financial Corp. (NYSE: "SNV")(www.synovus.com), TSYS
serves card-issuing institutions throughout the United States, Puerto Rico,
Canada and Mexico. Creating innovative processing solutions, TSYS makes it
possible for more than 92 million cardholders to use their cards anytime,
anywhere, without fail. We enable card-issuing institutions to profitably
compete and better serve their customers through our world class people,
technology and service.
###
The matters set forth in this news release contain forward-looking statements
that are dependent on certain risks and uncertainties including the successful
conversion of the Sears private-label card portfolio to the TS2 cardholder
system, the future utilization of Sears private-label cards by consumers, and
the associated realization of revenues and recognition of costs consistent with
assumptions used by TSYS in negotiating the terms and conditions of this
processing agreement.
Editors' Note: To hear live remarks and participate in Q & A at TSYS' press
conference, call 1/800-753-9057 at 10 a.m. EST Friday, May 15. Please call in
five to 10 minutes early to ensure your connection.
