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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
Date of Report (date of earliest event reported): October 14, 1998
SPS TRANSACTION SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10993 36-3798295
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2500 Lake Cook Road, Riverwoods, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 405-3700
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 5. Other Events
On October 14, 1998, at a special meeting (the "Special Meeting") of
stockholders of SPS Transaction Services, Inc., a Delaware corporation (the
"Company"), the Company's stockholders (i) approved the sale by the Company of
substantially all of its assets, consisting of all the issued and outstanding
capital stock of the Company's two subsidiaries, SPS Payment Systems, Inc., a
Delaware corporation, and Hurley State Bank, a South Dakota state chartered
bank, to Associates First Capital Corporation, a Delaware corporation
("Associates"), pursuant to a Stock Purchase Agreement, dated as of April 18,
1998, between the Company and Associates (the "Sale"), and (ii) adopted the
Agreement and Plan of Merger, dated as of June 15, 1998, between the Company
and Sail Acquisition, Inc., a Delaware corporation ("Acquisition"), pursuant to
which Acquisition will be merged with and into the Company, with the Company
being the surviving corporation (the "Merger").
A copy of the Company's press release relating to the Special Meeting is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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99.1 Press Release of the Registrant dated October 14, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SPS TRANSACTION SERVICES, INC.
Date: October 14, 1998 By: /s/ Russell J. Bonaguidi
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Russell J. Bonaguidi
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press Release of the Registrant dated October 14, 1998.
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EXHIBIT 99.1
NEWS RELEASE
For Release: IMMEDIATE
Contact: Jean Fargo
Corporate Communications Mgr.
(847)405-3953
SPS STOCKHOLDERS APPROVE SALE AND MERGER
Riverwoods, Ill., October 14, 1998 -- At a special meeting held today,
stockholders of SPS Transaction Services, Inc. (NYSE:PAY) approved the terms
and conditions of the previously announced Stock Purchase Agreement between the
Company and Associates First Capital Corporation (NYSE:AFS). The stockholders
of SPS also approved the related merger of the Company with Sail Acquisition,
Inc., a wholly owned subsidiary of NOVUS Credit Services Inc., a wholly owned
subsidiary of Morgan Stanley Dean Witter & Co.
Pursuant to the Stock Purchase Agreement and upon consummation of the
acquisition, Associates will acquire substantially all of SPS' assets,
consisting primarily of all of the capital stock of SPS' two subsidiaries, SPS
Payment Systems, Inc. and Hurley State Bank, in return for $895,696,661 in
cash. In order to distribute the net proceeds of the sale to SPS stockholders,
Sail Acquisition will merge with and into SPS. SPS will be the surviving
corporation, and each outstanding share of SPS common stock will be converted
into the right to receive $32.02 in cash.
The parties anticipate that the acquisition and the merger will be
consummated as soon as practicable.
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