-----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, QUPs8dlfRpEZXnFkFNPkWC2yqSMae3j/kea8eIikcblEuK6eS8nlT7hKncRdTJZe lEqNgsFMX2VB7ObICGE5hw== /in/edgar/work/0000740112-00-000013/0000740112-00-000013.txt : 20001011 0000740112-00-000013.hdr.sgml : 20001011 ACCESSION NUMBER: 0000740112-00-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001009 ITEM INFORMATION: FILED AS OF DATE: 20001010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD EFS INC CENTRAL INDEX KEY: 0000740112 STANDARD INDUSTRIAL CLASSIFICATION: [6099 ] IRS NUMBER: 042462252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13848 FILM NUMBER: 737862 BUSINESS ADDRESS: STREET 1: 2525 HORIZON LAKE DR STE 120 CITY: MEMPHIS STATE: TN ZIP: 38133 BUSINESS PHONE: 9013718000 MAIL ADDRESS: STREET 1: 2525 HORIZON LAKE DRIVE STREET 2: SUITE 120 CITY: MEMPHIS STATE: TN ZIP: 38133 FORMER COMPANY: FORMER CONFORMED NAME: CONCORD COMPUTING CORP DATE OF NAME CHANGE: 19920515 8-K 1 0001.txt CURRENT REPORT ON 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 Date of report (Date of earliest event reported): October 9, 2000 CONCORD EFS, INC. ---------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-13848 04-2462252 ---------------- ----------- -------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) of Incorporation) 2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133 -------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (901) 371-8000 --------------- N/A --------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On October 6, 2000, Concord EFS, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger dated as of October 6, 2000 (the "Merger Agreement") with Star Systems, Inc., a Delaware corporation ("Star"), and Orion Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"). The Merger Agreement provides for the merger (the "Merger") of Merger Sub with and into Star, with Star surviving as a wholly owned subsidiary of the Company. The consummation of the Merger is subject to certain regulatory approvals and other closing conditions, including the approval of the Merger by the shareholders of Star and that the transaction be treated as a pooling of interests for accounting purposes. In connection with execution of the Merger Agreement, shareholders of Star owning in the aggregate more than a majority of the outstanding common stock of Star entered into separate voting agreements with the Company to approve the Merger. In connection with the Merger Agreement, on October 9, 2000 the Company issued a press release and held an open conference call. Copies of such press release and the "talking points" prepared for the conference call are filed as exhibits hereto and are incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) -- (b) Not applicable. (c) Exhibits: Exhibit Number Description of Exhibit 99.1 Press Release issued by the Company on October 9, 2000. 99.2 "Talking Points" prepared for the open conference call held by the Company on October 9, 2000. Signature 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. CONCORD EFS, INC. Date: October 9, 2000 By: /s/ Thomas J. Dowling --------------------- Thomas J. Dowling Senior Vice President Exhibit Index The following is a list of the Exhibits filed herewith. Exhibit Number Description of Exhibit - ------- --------------------------- 99.1 Press Release issued by the Company on October 9, 2000. 99.2 "Talking Points" prepared for the open conference call held by the Company on October 9, 2000. EX-99.1 2 0002.txt EXHIBIT 1 EX 99.1 FOR IMMEDIATE RELEASE Contacts: Edward A. Labry Concord EFS, Inc. (901) 371-8000 CONCORD EFS AND STAR SYSTEMS TO MERGE Memphis, TN - October 9, 2000 - Concord EFS, Inc. (NASDAQ: CEFT), a leading electronic commerce processor, and Star Systems, Inc., the largest PIN-secured payments network in the U.S., today announced that they have entered into a merger agreement pursuant to which Star Systems would become a wholly-owned subsidiary of Concord. Concord currently owns the MAC; EFT network, which provides services to over 3,300 financial institutions primarily in the Northeast and Midwest. The STARsm network has 3,500 financial institution members, and operates primarily in 22 states in the West, Southwest, and Southeast, plus the District of Columbia. In connection with the closing of the merger, Concord will issue 24.75 million shares of common stock for all of the outstanding shares of Star Systems' common stock. The merger is expected to be completed during the first half of 2001, subject to regulatory approval and other closing conditions, and is expected to be accounted for as a pooling of interests transaction. It is anticipated that the transaction will be non-dilutive in the first year and accretive in future years, consistent with Concord's strategy to supplement its strong internal growth with additive acquisitions. "This merger is evidence of our belief in the significant potential for growth in PIN-based debit transactions, which are the most secure, cost-efficient card-based payments available," said Edward A. Labry III, Concord president. "Combining the MAC and STAR networks will produce a national debit network with broad geographic coverage, improved efficiencies, and new on-line consumer products and services. Going forward, we believe that the large debit card base resulting from this combination will help fuel growth in PIN-secured payments both at the point of sale and via the Internet, producing further benefits for financial institutions and retailers nationwide." STAR leads the industry in PIN-secured debit used for payment at the point of sale (POS). Of the 2.4 billion transactions processed by STAR in 1999, 40% were payments made by STAR cardholders at an estimated 500,000 point of sale locations. More than 136,000 ATMs and 80 million cards carry the STAR brand. The MAC network, which processed 1.9 billion transactions in 1999, has 52,000 MAC-branded ATMs, plus an additional 7,000 ATMs currently branded Cash Station; but transitioning to the MAC brand in the coming months. The financial institution channel accounted for 47% of Concord's transactions in 1999. "Joining with Concord is a good match of product lines and strategies," said Ronald V. Congemi, president and CEO of Star Systems, Inc. "Whereas STAR is strong in branded network access services, Concord is a leader in ATM processing services. STAR and MAC members will benefit from the best that both companies have to offer, and cardholders will benefit from access to more ATM and POS locations than ever before. This merger will also position us to further develop new and better payment services." Executives of both companies say that they expect that both the STAR and MAC network brands will co-exist for some period of time. Adds Congemi, "Both networks have developed strong brand franchises in their respective regions among financial institutions, merchants, and consumers, and there are a number of ways we can make the most of these strengths." Note: A listen-only conference call with Dan M. Palmer, Concord chairman and CEO, and Edward A. Labry, Concord president, is scheduled for Monday, October 9, 2000 at 12:00 p.m. Eastern time. The conference call number for Domestic USA is (800) 482-5567, International call-in number is (303) 267-1007. The pass code for the call is 831816. Digital Replay numbers for the conference call are Domestic USA (800) 625-5288, International call-in number is (303) 804-1855. The pass code for the replay is 831816. The replay will run October 9, 2000 through October 11, 2000. About Concord EFS, Inc.: Concord is a vertically-integrated electronic transaction processor, providing transaction authorization, data capture, settlement and funds transfer services to financial institutions, supermarkets, petroleum retailers, convenience stores, and other independent retailers. Concord's primary activities include providing credit, debit, check authorization, and electronic benefits transfer (EBT) processing services to selected retail segments; and providing gateway processing, ATM driving and MAC network access to the financial services industry. Concord also provides electronic payment and payroll services to trucking companies, truck stops and other businesses. Concord news releases, links to SEC filings, and other information are available on its corporate web site at www.concordefs.com. About Star Systems, Inc.: The STAR Network processes more than 2.4 billion transactions a year via nearly 3,500 member financial institutions and 636,000 participating ATMs and retail locations such as grocery stores, gas stations, and discount stores. The leading electronic payments network in the U.S., STAR is headquartered in Maitland, FL, with offices also in San Diego, CA; Columbia, SC; Reston, VA; and St. Louis, MO. Visit http://www.star-system.com for more information. This release may contain or incorporate by reference statements which may constitute "forward-looking" information, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Any such statements are not guarantees for future performance and involve risks and uncertainties, and actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future results over time. See the cautionary statements included as Exhibit 99 to our Form 10-Q for the quarter ended March 31, 1999 for a more detailed discussion of certain of the factors that could cause actual results to differ materially from those included in the forward-looking statements. EX-99.2 3 0003.txt EXHIBIT 2 EX-99.2 Concord/STAR Merger Agreement Key Message Points October 9, 2000 Terms of Merger Agreement - - Star Systems will become a wholly-owned subsidiary of Concord - - At closing, Concord will issue 24.75 million unregistered shares of common stock for all the outstanding shares of Star Systems' common stock - - Expected to be completed during the first half of 2001 - - Subject to pre-merger review by the Federal government pursuant to the Hart/Scott/Rodino Act Related Issues - - Merger agreement received unanimous approval of Star Systems board members, who collectively represent approximately 97% of Star Systems' outstanding shares - - Majority of Star Systems board members have signed long-term (through 2004), assignable contracts with STAR - - Concord anticipates a disciplined process to eliminate the stock overhang in 2001 Overall Rationale for Merger - - Combine Concord's processing strengths with Star Systems' access strengths into a superior product/service offering for financial institutions, retailers and consumers - - Combined strengths of Concord's MAC; network and Star Systems' STARsm network provide broad geographic coverage, improved efficiencies, and "best of breed" products and services - - Apply both companies' PIN-secured debit payment expertise to create a national debit network which will promote growth in on-line debit at retail locations and via the Internet Benefits to Concord - - Increases accessibility for STAR member financial institutions to services available such as Concord's ATM, debit card, and agent bank processing services - - Creates opportunity for internal cost reductions due to synergies across the network businesses - - Ability to offer improved access services and new products to MAC membership Benefits to STAR - - Ability to offer a broader array of processing products to STAR membership, including enhanced ATM terminal driving, payroll processing, and turn-key agent bank services - - Enhanced resources to support development of new products and services for network membership Benefits to Financial Institution Issuers - - Availability of new products and services for cardholders - - Potential for fee reductions for financial institutions that are currently members of MAC, Cash Station and STAR networks - - Cost efficiencies due to simplified network administration Benefits to Financial Institution Acquirers - - Access to a much larger cardholder base for transactions - - Cost efficiencies due to simplified network administration and consolidated network links - - Availability of competitive alternative to other national payment providers Benefits to Retailers - - Access to a much larger cardholder base for payment transactions - - Cost efficiencies due to simplified network rules administration and consolidated network links - - Availability of competitive alternative to other national payment cards Benefits to Consumers - - Increased location convenience - - Ability to use card for payments nationally and through new channels (such as the Internet) - - Access to new and improved on-line services Brands - - MAC and STAR brands will co-exist for some period of time - - Current plans for brand transition in MAC (Cash Station) and STAR (HONOR) networks will proceed as communicated to members previously Organization - - STAR will continue to operate under the leadership of Ron Congemi Geography - - The geographic coverage of the STAR and MAC networks is complementary - - STAR operates primarily in 22 states in the West, Southwest and Southeast, plus D.C. - - MAC operates primarily in 9 states in the Northeast and Midwest Service Commitment - - During the coming months, customers of both Concord and Star Systems can rely on continued delivery of excellent service -----END PRIVACY-ENHANCED MESSAGE-----