TOTAL SYSTEM SERVICES, INC.

UNITED STATES
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

October 25, 2007
Date of Report
(Date of earliest event reported)

Total System Services, Inc.

(Exact name of registrant as specified in its charter)


Georgia	1-10254	58-1493818

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1600 First Avenue, Columbus, Georgia		31901

(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code		(706) 649-2267

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 7 — REGULATION FD

Item 7.01 Regulation FD Disclosure

On October 25, 2007, Total System Services, Inc. (“TSYS” or the “Company”) announced that it had entered into an Agreement and Plan of Distribution (the “Plan of Distribution”) with Synovus Financial Corp. (“Synovus”) and Columbus Bank and Trust Company (“CB&T”), a wholly owned banking subsidiary of Synovus and approximately 80.8% parent of TSYS. Subject to the terms and conditions of the Plan of Distribution, CB&T will distribute all of its shares of TSYS common stock to Synovus and then Synovus will distribute all of those shares to Synovus shareholders, after which distributions TSYS will become a fully independent, publicly owned company (the “spin-off”). Prior to the spin-off, and in accordance with the Plan of Distribution, TSYS expects to pay a one-time aggregate cash dividend of $600 million (the “special dividend”) to all TSYS shareholders, including (indirectly) Synovus. The special dividend is expected to be funded by a combination of TSYS’ cash on hand and a credit facility expected to be entered into by TSYS prior to the spin-off.

In connection with the announcement, TSYS management will be holding a conference call at 8:30 a.m., on October 26, 2007 to discuss the spin-off and related matters. A copy of the press release regarding the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of a slide presentation prepared by TSYS to be presented and discussed at the conference call and posted on the Company’s website is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

SECTION 8 — OTHER EVENTS

Item 8.01 Other Events

On October 25, 2007, TSYS announced that it had entered into the Plan of Distribution with Synovus and CB&T. A copy of the press release regarding the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the spin-off, TSYS will be soliciting proxies for a special meeting of its shareholders in order to amend TSYS’ Articles of Incorporation and Bylaws to remove provisions that will no longer be appropriate once TSYS is a fully independent company.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

TSYS intends to file with the Securities and Exchange Commission a proxy statement in connection with the proposed amendments to its Articles of Incorporation

and those amendments to its Bylaws requiring shareholder approval. The proxy statement will be mailed to the shareholders of TSYS. SHAREHOLDERS OF TSYS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Such proxy statement (when available) and other relevant documents may also be obtained, free of charge, on the Securities and Exchange Commission’s website (http://www.sec.gov) or by contacting TSYS Investor Relations, P.O. Box 2567, Columbus, Georgia 31902-2567, telephone (706) 644-6081, or from the TSYS website, www.tsys.com.

PARTICIPANTS IN THE SOLICITATION

TSYS and certain persons may be deemed to be participants in the solicitation of proxies relating to the proposed amendments to TSYS’Articles of Incorporation and those amendments to TSYS’ Bylaws requiring shareholder approval. The participants in such solicitation may include TSYS’ executive officers and directors. Further information regarding persons who may be deemed participants is set forth in the proxy statement for TSYS’ 2007 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 19, 2007, and will be available in TSYS’ proxy statement to be filed with the Securities and Exchange Commission in connection with the proposed amendments to TSYS’ Articles of Incorporation and Bylaws.

FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits


99.1		Press Release of Total System Services, Inc., dated October 25, 2007
99.2		Slide Presentation

SIGNATURE

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.


	TOTAL SYSTEM SERVICES, INC.
	/s/ Kathleen Moates
	Kathleen Moates
	Senior Deputy Counsel

Date: October 25, 2007

EXHIBIT INDEX


Exhibit Number		Exhibit
99.1		Press Release of Total System Services, Inc., dated October 25, 2007
99.2		Slide Presentation

Exhibit 99.1


Total System Services, Inc. 1600 First Avenue Post Office Box 2567 Columbus GA 31902-2567		+1.706.649.2307 +1.706.649.5740 www.tsys.com

For immediate release:

Contacts:


Cyle Mims		Shawn Roberts
TSYS Media Relations		TSYS Investor Relations
+1.706.644.3110		+1.706.644.6081
cylemims@tsys.com		shawnroberts@tsys.com

TSYS Board Approves Agreement with Synovus for Spin-Off

Fully independent TSYS best positioned to take advantage of market opportunities

Columbus, Ga., Oct. 25, 2007 — TSYS (NYSE: TSS), one of the world’s largest providers of outsourced payment services, today announced that it has entered into an agreement and plan of distribution with Synovus, under which Synovus plans to distribute all of its shares of TSYS common stock in a spin-off to Synovus shareholders. Under the terms and conditions of the agreement, TSYS will become a fully independent company. Prior to the spin-off transaction and in accordance with the agreement and plan of distribution, TSYS has agreed to pay a one-time aggregate cash dividend of $600 million to all TSYS shareholders, including Synovus. TSYS expects that the dividend will be funded by a combination of cash on hand and the use of a revolving credit facility.

“This is a watershed event for both TSYS and Synovus that we believe will benefit the shareholders of both companies,” said Philip W. Tomlinson, chairman and chief executive officer of TSYS. “This transaction allows for broader diversification of our shareholder base; more liquidity in our shares; additional investment in strategic growth opportunities and potential acquisitions; and the opportunity for shareholders to value TSYS as a stand-alone, pure play in the payments processing market.”

In the spin-off, Synovus will distribute its 80.8 percent equity stake in TSYS, on a pro rata basis, to Synovus shareholders as of a record date to be determined by the Synovus board (expected to be on or around December 18, 2007). Based on the number of Synovus and TSYS shares outstanding as of September 30, 2007, Synovus shareholders can expect to receive approximately 0.49 shares of TSYS common stock for every one share they own of Synovus; however, the final distribution ratio will be based on the number of Synovus shares outstanding on the record date and, accordingly, this preliminary distribution ratio is subject to change. No fractional shares of TSYS common stock will be issued. Synovus shareholders will receive the net cash value in lieu of any fractional share of TSYS. Following the spin-off, TSYS and Synovus will be two fully independent publicly traded companies, with neither retaining any ownership interest in the other.

“It will be business as usual when it comes to our day-to-day operations following the spin-off. TSYS will continue to operate under its current brand name and the company headquarters will remain in Columbus, Georgia,” continued Mr. Tomlinson. “What will be different, however, is the greater flexibility we will have with respect to planning and executing our growth strategies,

TSYS Board Approves Agreement with Synovus for Spin-Off/p. 2

including the flexibility to issue shares of stock and incur debt without the constraints that exist within a bank holding company structure. TSYS will be in a much more desirable competitive position. Our team has consistently delivered outstanding performance during some very difficult times over the past few years and we are excited about our future growth opportunities.”

Based on the number of TSYS shares outstanding as of September 30, 2007, it is expected that TSYS shareholders as of a record date to be determined by the TSYS board (expected to be on or around December 17,2007), will receive a cash dividend of $3.04 per share. The final per share dividend will be determined based on the number of TSYS shares outstanding on the record date for the TSYS cash dividend. TSYS intends for its annual dividend per share to remain at $0.28. Decisions regarding future dividends will be made by the TSYS Board of Directors based upon circumstances in existence at that time.

The decision by the TSYS Board of Directors to agree to the terms of the spin-off, including the cash dividend, follows the recommendation by a special committee of independent TSYS directors. The TSYS special committee and the TSYS Board of Directors both concluded that the spin-off is in the best interests of TSYS and its shareholders.

The transaction, including the declaration of the cash dividend, is expected to be completed by year-end 2007 and is subject to certain conditions, including the approval of the spin-off by the Georgia Department of Banking and Finance, which are set forth in the agreement and plan of distribution.

Subject to the completion of the spin-off, the TSYS Board of Directors has extended to April 2010 TSYS’ current share repurchase program that was set to expire in April 2008 and increased the number of shares that may be repurchased under the plan from up to two million (of which approximately 1.1 million shares have been repurchased) to up to ten million shares.

The special committee of the Board of Directors retained Goldman, Sachs & Co. as its financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP, and Rogers & Hardin LLP, as its legal advisors during its investigation of the spin-off transaction.

Conference Calls and Webcasts

TSYS will host a conference call at 8:30 a.m. EDT, Friday, October 26, to further discuss the spin-off. The conference call can be accessed via simultaneous Internet broadcast at www.tsys.com by clicking on the “Conference Call” icon on the homepage. The replay will be archived for 12 months and will be available approximately 30 minutes after the completion of the call.

In addition, Synovus will host a joint conference call at 4:30 p.m. EDT today. Interested persons may listen to this conference call via simultaneous Internet broadcast at www.synovus.com by clicking on the “Live Webcast” icon on the Synovus homepage. The replay will be archived for 12 months and will be available approximately 30-45 minutes after the completion of the call.

TSYS Board Approves Agreement with Synovus for Spin-Off/p. 3

TSYS (www.tsys.com) is one of the world’s largest companies for outsourced payment services, offering a broad range of issuer- and acquirer-processing technologies that support consumer-finance, credit, debit, healthcare, loyalty and prepaid services for financial institutions and retail companies in the Americas, EMEA and Asia-Pacific regions. Based in Columbus, Ga., TSYS (NYSE: TSS) has been closely held by Synovus Financial Corp. (NYSE: SNV), one of FORTUNE magazine’s “Most Admired Companies” and a member of its “100 Best Companies to Work For” for 10 consecutive years, since it’s initial public offering in 1983. For more information, contact news@tsys.com.

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. These forward-looking statements include, among others, statements identified by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “assume,” “outlook,” “continue,” “seek,” “plans,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions. These statements are based on the current beliefs and expectations of TSYS’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by our forward-looking statements in this press release. Many of these factors are beyond TSYS’ ability to control or predict. These factors include, but are not limited to, those found in TSYS’ filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

Additional Information and Where to Find It

TSYS intends to file with the Securities and Exchange Commission a proxy statement in connection with the proposed amendments to its Articles of Incorporation and those amendments to its Bylaws requiring shareholder approval. The proxy statement will be mailed to the shareholders of TSYS. SHAREHOLDERS OF TSYS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Such proxy statement (when available) and other relevant documents may also be obtained, free of charge, on the Securities and Exchange Commission’s website (http://www.sec.gov) or by contacting TSYS Investor Relations, P.O. Box 2567, Columbus, Georgia 31902-2567, telephone (706) 644-6081, or from the TSYS website, www.tsys.com.

TSYS Board Approves Agreement with Synovus for Spin-Off/p. 4

Participants in the Solicitation

TSYS and certain persons may be deemed to be participants in the solicitation of proxies relating to the proposed amendments to TSYS’ Articles of Incorporation and those amendments to TSYS’ Bylaws requiring shareholder approval. The participants in such solicitation may include TSYS’ executive officers and directors. Further information regarding persons who may be deemed participants is set forth in the proxy statement for TSYS’ 2007 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 19, 2007, and will be available in TSYS’ proxy statement to be filed with the Securities and Exchange Commission in connection with the proposed amendments to TSYS’ Articles of Incorporation and Bylaws.