<PAGE>
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
Date of Report (date of earliest event reported): June 20, 1996
SPS TRANSACTION SERVICES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10993 36-3798295
- ---------------------------- ---------------------- ----------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2500 Lake Cook Road, Riverwoods, Illinois 60015
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 405-3700
--------------------------
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits
20.1 Press Release of the Registrant dated June 21, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPS TRANSACTION SERVICES, INC.
Date: June 20, 1996 By: /s/ Russell J. Bonaguidi
----------------------------------- -----------------------------
Russell J. Bonaguidi
<PAGE>
EXHIBIT INDEX
------------------------
Exhibit
Number Description of Exhibits
- ------- -----------------------
20.1 Press Release of the Registrant dated June 21, 1996
<PAGE>
EXHIBIT 20.1
NEWS RELEASE
For release: Immediate
Contact: Jean Fargo
Corporate Communications Mgr.
(847) 405-3400
SPS COMMENTS ON EARNINGS OUTLOOK
RIVERWOODS, Ill., June 21, 1996 -- SPS Transaction Services, Inc. (NYSE:PAY)
said today that a continuing industry-wide decline in consumer credit quality
has caused increased charge-offs in the company's private label credit card
loan portfolios which, combined with the mix and pricing of promotional payment
plans offered to private label cardholders, will result in second quarter
earnings below current analysts' estimates.
The company currently projects earnings per share for the quarter ended
June 30, 1996 to be between 22 cents and 25 cents. Final second quarter
earnings will be announced in mid-July.
"We have tightened our credit policies and have initiated a program of
increasing prices with certain private label credit card clients," said Robert
L. Wieseneck, SPS president and CEO. "We expect charge-offs and the impact of
promotional payment plans to result in third and fourth quarter earnings
comparable to or lower than our second quarter. While earnings will continue to
be adversely impacted over at least the next twelve months, current initiatives
should allow earnings to begin recovering in the first half of 1997."
"The other major elements of our business, network services, operational
outsourcing and commercial account processing, continue to perform to our
expectations," he added.
SPS Transaction Services, Inc. is a provider of a range of technology
outsourcing services including the electronic processing of credit card
transactions, commercial accounts receivable processing, and call center
customer service and technical help desk services in addition to its private
label credit card business. SPS is a majority-owned subsidiary of Dean Witter,
Discover & Co.
Statements contained in this press release which are not historical facts
are forward-looking statements as that phrase is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those projected. Such risks and uncertainties include
-more-
<PAGE>
Page 2
changes in consumer credit payment patterns, fluctuations in consumer demand,
loss or addition of merchant clients, merchant/cardholder response to price
changes, the mix of card sales generated under promotional payment plans, and
general economic conditions, as well as risks detailed in the company's filings
with the Securities and Exchange Commission including the company's Form 10-Q
for the period ended March 31, 1996.
###
