-----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, FQgQAj8/727oWvWN4SCfjcc/ZguXShtsCNLSifbPKuGqobyApeEI9oQuKVCBRj0W fR3XL+xglyW08YWBg77UfQ== 0000721683-99-000016.txt : 20000211 0000721683-99-000016.hdr.sgml : 20000211 ACCESSION NUMBER: 0000721683-99-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990930 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: 99720868 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 September 29, 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) 1600 First Avenue, Columbus, Georgia 31901 ------------------------------------------- (Address of principal executive offices) (706) 649-2267 ------------------------------- (Registrant's Telephone Number) 1200 Sixth Avenue, Columbus, Georgia 31901 ---------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. - ------- ------------ 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 ------------------------ -------------------------------------- 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 EX-99.1 2 PRESS RELEASE [GRAPHIC OMITTED] For immediate release: Contacts: Danita Gibson-Lloyd Kimberly Knight Corporate Communications Manager Corporate Communications Specialist (706) 649-5578 (706) 644-1218 dglloyd@totalsystem.com kiknight@totalsystem.com 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. ### EX-99.2 3 A:\EX99-2.EDG [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. ### -----END PRIVACY-ENHANCED MESSAGE-----