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): June 1, 2001
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Commission File No. 001-16111
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Global Payments Inc.
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(Exact name of registrant as specified in its charter)
Georgia 58-2567903
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(State or other jurisdiction of (IRS Employer
incorporation) Identification Number)
Four Corporate Square, Atlanta, Georgia 30329
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 728-2363
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N/A
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(Former name, former address and former fiscal year, if
changed since last year)
Item 5. Other Events.
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Global Payments Announces Agreement To Extend and Expand Comerica Alliance
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On June 1, 2001, Global Payments Inc. expanded its alliance relationship
with Comerica Bank following Comerica's acquisition of Imperial Bank in January
2001.
Under the terms of the agreement, Global Payments retains its majority
interest in the expanded alliance that will include Imperial Bank's merchant
portfolio for a purchase price of $20.4 million. Global financed the purchase
under its line of credit, which was increased from $110 million to $125 million
in conjunction with the agreement. In addition, the term of the original
Comerica alliance agreement will be extended through March 2008. Global's
interest in the alliance remains at 51%.
The purchase was in conjunction with the 1996 Comerica alliance agreement
between Comerica and National Data Corporation, at that time the parent company
of Global Payments. Proceeds from the transaction were included in the
calculation of Comerica's restructuring charge for their acquisition of
Imperial.
Imperial Bank has a U.S. West Coast presence and a merchant portfolio
totaling approximately 15,200 merchant locations primarily in traditional
retail and hospitality industry, with a large base of emerging market merchants
including technology firms, local governments, casinos and small dental
practices. The merchant portfolio has annual revenues of approximately $20
million.
Comerica Incorporated is a multi-state financial services provider
headquartered in Detroit with banking subsidiaries in Michigan, California and
Texas; banking operations in Florida and businesses in several other states.
Comerica has an investment services affiliate, Munder Capital Management, and
operates banking subsidiaries in Canada and Mexico.
Forward-Looking Information
When used in this Current Report on Form 8-K and elsewhere by management of
Global Payments Inc. ("Global Payments" or the "Company"), from time to time,
the words "believes," "anticipates," "expects," "intends," "plans" and similar
expressions and statements that are necessarily dependent on future events are
intended to identify forward-looking statements concerning the Company's
business operations, economic performance and financial condition, including in
particular, the Company's business strategy and means to implement the strategy,
the Company's objectives, the amount of future capital expenditures, the
likelihood of the Company's success in developing and introducing new products
and expanding its business, and the timing of the introduction of new and
modified products or services. For such statements, the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 is applicable and invoked. Such statements are
based on a number of assumptions, estimates, projections or plans that are
inherently subject to significant risks, uncertainties and contingencies that
are subject to change. Actual revenues, revenue growth and margins will be
dependent upon all such factors and their results subject to risks related to
the implementation of changes by the Company, the failure to implement changes,
and customer acceptance of such changes or lack of change. Actual results of
events could differ materially from those anticipated in the Company's forward-
looking statements, as a result of a variety of factors, including: (a) those
set forth in Risk Factors in the Company's Information Statement included in the
Registration Statement on Form 10 which are incorporated herein by this
reference; (b) those set forth elsewhere herein; (c) those set forth from time
to time in the Company's press releases and reports and other filings made with
the Securities and Exchange Commission; and (d) those set forth from time to
time in the Company's analyst calls and discussions. The Company cautions that
such factors are not exclusive. Consequently, all of the forward-looking
statements made herein are qualified by these cautionary statements and readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no obligation to
update forward looking or other statements or to publicly release the results of
any revisions of such forward-looking statements that may be made to reflect
events or circumstances after the date hereof, or thereof, as the case may be,
or to reflect the occurrence of unanticipated events.
SIGNATURES
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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.
GLOBAL PAYMENTS INC.
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(Registrant)
By: /s/ James G. Kelly
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James G. Kelly
Chief Financial Officer
(Principal Financial Officer
and Chief Accounting Officer)
Date: June 4, 2001