-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MOnXdspZOv99xnuAv3Bd13wJzoSX54RxM2kPGoEonQThz+etFhjVLrqdIngQ5oYc wD7vTcxNq2Y0qQ+1LJGLWQ== 0000721683-99-000002.txt : 19990302 0000721683-99-000002.hdr.sgml : 19990302 ACCESSION NUMBER: 0000721683-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL SYSTEM SERVICES INC CENTRAL INDEX KEY: 0000721683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 581493818 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10254 FILM NUMBER: 99554179 BUSINESS ADDRESS: STREET 1: 1200 SIXTH AVENUE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: 1200 SISTH AVENUE CITY: COLUMBUS STATE: GA ZIP: 31901 8-K 1 FORM 8-K 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 February 26, 1999 (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 February 26, 1999, Total System Services, Inc. ("Registrant") announced that it received notice from Universal Card Services Corp. ("UCS"), a unit of CITIBANK, of its decision not to renew its processing contract for consumer cards beyond the original term ending August 1, 2000. A copy of Registrant's press release regarding the announcement referenced above is attached hereto as Exhibit 99.1, and by this reference is hereby incorporated by reference into this Form 8-K and made a part hereof This Form 8-K 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 Form 8-K include the intent, belief or current expectations of the Registrant and members of its senior management team with respect to Registrant's future relationship with UCS, new business signed by Registrant which is in the process of being converted, anticipated growth in business from existing clients, the number of new accounts to be added in 1999 and the anticipated consequences of the loss of UCS as a consumer credit card client in the year 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 Form 8-K include, but are not limited to, adverse developments with respect to the successful conversion of clients, adverse developments with respect to entering into contracts with new clients and retaining current clients, failure to successfully complete the Registrant's year 2000 modification plans substantially as scheduled and budgeted and 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 Form 8-K can be found in the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 1998. 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, February 26, 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: March 1, 1999 By:/s/ Kathleen Moates - ----------------------- ------------------------------ Kathleen Moates Deputy General Counsel 4 Exhibit Index Exhibit Number Description 99.1 Registrant's press release dated February 26, 1999 5 EX-99.1 2 NEWS RELEASE [GRAPHIC LOGO OMITTED] Contact: Danita Gibson-Lloyd Patrick A. Reynolds Corporate Communications Manager Director of Investor Relations (706)649-5578 (706)649-4978 dgibsonlloyd@totalsystem.com TSYS To Process CITIBANK's UCS Portfolio Until August 2000 Columbus, Ga., February 26, 1999 -- Total System Services, Inc.(R) (TSYS(R)) (NYSE:"TSS") today received notice from Universal Card Services Corp. (UCS), a unit of CITIBANK, of its decision not to renew its processing relationship for consumer cards beyond the original term ending August 1, 2000. Leslie Palmer, senior vice president and chief information officer for UCS said, "Undeniably we share many other common interests with TSYS that we may want to enhance and grow in the future. These include UCS' business card and the American Advantage Businesss Card programs. We look forward to a continued relationship with TSYS into the next century." TSYS Chairman of the Board and CEO Richard W. Ussery said, "We are proud to have helped UCS grow its portfolio since its inception in 1990. We don't like to lose any business, especially a client with which we've played such a critical and long-term role in its success. The new business we have already signed and are in the process of converting, along with the anticipated growth of our existing clients, will certainly offset this loss." TSYS experienced its greatest growth in new business in 1998 and will add 78 million new accounts in 1999. TSYS management believes that the loss of UCS as a consumer card-processing client in 2000 should not have a material adverse effect on TSYS' financial condition or results of operation for the year ending December 31, 2000. This press release contains forward looking statements which involve risks and uncertainties which may cause actual results to differ materially from those in such statements. TSYS (www.totalsystem.com) is one of the world's leading information technology processors of credit, debit, commercial and private-label cards. An 80.8% owned subsidiary of Synovus Financial Corp. (NYSE:"SNV") (www.synovus.com), TSYS serves card-issuing institutions throughout the United States, Puerto Rico, Canada, Mexico and the Caribbean. Creating innovative processing solutions, TSYS makes it possible for more than 119 million cardholders to use their cards and enables card issuers to profitably compete and better serve their customers through our world-class people, technology and service. ### -----END PRIVACY-ENHANCED MESSAGE-----