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 29, 1999
--------------------------
(Earliest Event Reported)
Total System Services, Inc.
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(Exact Name of Registrant as
Specified in its Charter)
Georgia 1-10254 58-1493818
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(State of (Commission File (IRS Employer
Incorporation) Number) Identification
Number)
1600 First Avenue, Columbus, Georgia 31901
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(Address of principal executive offices)
(706) 649-2267
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(Registrant's Telephone Number)
1200 Sixth Avenue, Columbus, Georgia 31901
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On September 29, 1999, Total System Services, Inc. ("Registrant") announced
a ten-year agreement with Bank of America to continue processing its credit card
portfolio until 2009. The new agreement extends the existing agreement by two
years and includes the card portfolios of Bank of America and NationsBank which
merged in 1998.
On September 30, 1999, Registrant announced that it expects its 1999 net
income to exceed its 1998 net income by at least 23 percent and that it expects
its 2000 net income to exceed its 1999 projected net income by at least 13-15
percent.
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 are hereby incorporated by reference into this Form 8-K
and 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, September 29, 1999
99.2 - Registrant's press release, September 30, 1999
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: September 30, 1999 By:/s/ Kathleen Moates
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Kathleen Moates
Deputy General Counsel
4
Exhibit Index
Exhibit Number Description
- -------------- -----------
99.1 Registrant's
press release
dated September 29, 1999
99.2 Registrant's
press release
dated September 30, 1999
5
[GRAPHIC OMITTED]
For immediate release:
Contacts:
Danita Gibson-Lloyd Kimberly Knight
Corporate Communications Manager Corporate Communications Specialist
(706) 649-5578 (706) 644-1218
[email protected] [email protected]
Bank of America Extends Card Processing Contract With TSYS
TS2 Client Signs 10-Year Agreement, Extends Existing Long-term Agreement
Columbus, Ga., Sept. 29, 1999 - Total System Services, Inc., (NYSE - "TSS")
(TSYS), today announced a ten-year agreement with Bank of America (NYSE: "BAC")
to continue processing its credit card portfolio until 2009. The new agreement
extends the existing agreement by two years and includes the card portfolios of
Bank of America and NationsBank which merged in 1998. Bank of America is the
world's sixth largest issuer of Visa and MasterCard credit cards and TSYS' third
largest customer. TSYS expects its continued processing of the Bank of America
portfolio to produce a net profit margin consistent with its historical net
profit margins.
"The renewal of Bank of America is an affirmation of its confidence in TSYS. We
are delighted that Bank of America has renewed its processing agreement because
we have enjoyed a very special relationship with them over the years. They were
the first client to convert to TS2, and working together, we have made TS2 one
of the most technologically advanced processing systems in our industry," said
Philip W. Tomlinson, TSYS President. "We look forward to helping them maintain
their competitive edge and strong market presence as we realize our vision to be
the global processor of choice for commerce."
TSYS is a global processor of data, transactions and payments for credit, debit,
commercial and private-label card issuers. TSYS' sophisticated systems offer
online accounting, data processing, electronic commerce services, portfolio
management, account acquisition, credit evaluation, risk management and customer
service. Through its family of companies, TSYS services the entire lifecycle of
accounts, processing more than 196.7 million accounts for an estimated 275.3
million cardholders who use their cards worldwide. Headquartered in Columbus,
Ga., TSYS (www.totalsystem.com) is an 80.8 percent owned subsidiary of Synovus
Financial Corp. (NYSE: "SNV") (www.synovus.com) named the Best Company to Work
for in America by FORTUNE magazine.
-- more --
Bank of America Extends Card Processing Contract With TSYS/ p.2
This press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act
of 1995. "Forward-looking" statements contained in this press release include
the intent, belief or current expectations of TSYS and members of its senior
management team with respect to the net profit margins to be derived from the
continued processing of the Bank of America portfolio as well as the assumptions
upon which such statements are based. Prospective investors are cautioned that
any such forward-looking statements are not guarantees of future performance,
and involve risks and uncertainties, and that actual results may differ
materially from those contemplated by such forward-looking statements. Important
factors currently known to management that could cause actual results to differ
materially from those contemplated by the forward-looking statements in this
press release include, but are not limited to, adverse developments with respect
to TSYS' future relationship with Bank of America, lower than anticipated
internal growth rates for Bank of America, failure to successfully complete
TSYS' year 2000 modification plans substantially as scheduled and budgeted,
adverse developments with respect to the credit card industry in general and
overall market conditions. Additional factors that could cause actual results to
differ materially from those contemplated in this press release can be found in
TSYS' Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 16, 1999.
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[GRAPHIC OMITTED]
For immediate release:
Contacts:
Patrick A. Reynolds James B. Lipham
Director of Investor Relations Chief Financial Officer
(706) 649-4973 (706) 649-2262
TSYS Expects 23% Net Income Increase in 1999 over 1998
Columbus, Ga., Sept. 30, 1999 - Total System Services, Inc., (NYSE - "TSS")
(TSYS), today announced that it expects its 1999 net income to exceed its 1998
net income by at least 23 percent, exceeding the current consensus estimate of a
20 percent increase in 1999 over 1998. The company also announced that it
expects its 2000 net income to exceed its 1999 projected net income by at least
13 - 15 percent, versus the current consensus estimate of a six percent increase
in 2000 over 1999 net income.
TSYS Chairman of the Board and CEO Richard W. Ussery, said "We are
excited about our earnings projections for 1999 and 2000. Our strong net income
increase in 1999 reflects the conversions of Sears, Nordstrom, Bank of Nova
Scotia, and Canadian Tire among others, along with the expenses associated with
the move into our new corporate campus. The projections for 2000 include the
financial impact of the previously announced deconversion of the Citigroup/AT&T
UCS portfolio in 2000 to the Citigroup in-house processing platform."
TSYS is a global processor of data, transactions and payments for
credit, debit, commercial and private-label card issuers. TSYS' sophisticated
systems offer online accounting, data processing, electronic commerce services,
portfolio management, account acquisition, credit evaluation, risk management
and customer service. Through our family of companies, TSYS services the entire
lifecycle of accounts, processing more than 196.7 million accounts for an
estimated 275.3 million cardholders who use their cards any time, anywhere.
Headquartered in Columbus, Ga., TSYS (www.totalsystem.com) is an 80.8 percent
owned subsidiary of Synovus Financial Corp. (NYSE: "SNV") www.synovus.com) named
the Best Company to Work for in America by FORTUNE magazine.
This press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act
of 1995.
-- more --
TSYS Expects 23% Net Income Increase in 1999 over 1998/p. 2
"Forward-looking" statements contained in this press release include the intent,
belief or current expectations of TSYS and members of its senior management team
with respect to the percentage increases in earnings of TSYS expected for the
years 1999 and 2000, as well as the assumptions upon which such statements are
based. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance, and involve risks and
uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements. Important factors currently
known to management that could cause actual results to differ materially from
those contemplated by the forward-looking statements in this press release
include, but are not limited to, lower than anticipated internal growth rates
for TSYS' existing customers, TSYS' inability to control expenses associated
with the growth in its number of employees, the inability of TSYS to grow its
business through acquisitions, adverse developments with respect to entering
into contracts with new clients and retaining current clients, failure to
successfully complete TSYS' year 2000 modification plans substantially as
scheduled and budgeted, adverse developments with respect to the credit card
industry in general and overall market conditions. Additional factors that could
cause actual results to differ materially from those contemplated in this press
release can be found in TSYS' Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 16, 1999.
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