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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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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): February 20, 2004

 

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CERTEGY INC.

(Exact name of Registrant as Specified in its Charter)

 

Georgia		001-16427		58-2606325
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

 

11720 Amber Park Drive Suite 600 Alpharetta, Georgia		30004
(Address of principal executive offices)		(Zip code)

 

Registrant’s telephone number, including area code: (678) 867-8000

 

Not Applicable

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

 

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ITEM 7. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
99.1		Certegy Inc. press release dated February 20, 2004, announcing an agreement to acquire Game Financial Corporation for approximately $43 million in cash (furnished pursuant to Item 9 of Form 8-K).

 

ITEM 9. Regulation FD Disclosure

 

Certegy Inc. (“Certegy”) is furnishing the following information and Exhibit pursuant to Item 9 of Form 8-K.

 

On February 20, 2004, Certegy issued a press release announcing it had entered into an agreement to acquire Game Financial Corporation for approximately $43 million in cash. A copy of the press release is attached as Exhibit 99.1.

 

The information in the Report, including the Exhibit attached hereto, is furnished solely pursuant to Item 9 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

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SIGNATURES

 

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.

 

						CERTEGY INC.
						By:		/s/    Michael T. Vollkommer
Date: February 20, 2004								Michael T. Vollkommer Corporate Vice President and Chief Financial Officer

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Certegy to Acquire Game Financial Corporation

Broadens Cash Access Services in Fast-Growing Gaming Industry

 

Alpharetta, GA, February 20, 2004/PR Newswire –Certegy Inc. (NYSE:CEY), a leading global payment services provider, today announced that it has entered into an agreement to acquire Game Financial Corporation for approximately $43 million in cash. Founded in 1990, Game Financial provides debit and credit card cash advances, ATM access and check cashing services in approximately 60 gaming establishments nationwide. Game Financial is a subsidiary of Travelers Express Company, which is owned by Viad Corp (NYSE:VVI). The closing of this transaction, which is subject to customary closing conditions, is expected to occur in early March 2004.

 

“We are very pleased to announce this transaction, which positions Certegy as a leading provider of comprehensive cash access services to the gaming industry. The acquisition of Game Financial is consistent with our strategy to generate new growth opportunities through the development of new product offerings, entry into new vertical markets and through targeted acquisitions,” stated Lee Kennedy, chairman, president and chief executive officer of Certegy Inc.

 

Certegy currently provides payroll check cashing services in over 6,000 locations throughout the United States. “The acquisition of Game Financial will significantly broaden our cash access services beyond payroll check cashing, and will increase our presence in the rapidly growing gaming industry,” stated Jeff Carbiener, senior vice president and group executive for Certegy Check Services. “There is a high demand for single source cash access solutions. Providing these services is a natural extension of our check cashing product line,” he added.

 

“Game Financial has been a good investment for Travelers Express but no longer fits within our core business,” said Phil Milne, president and chief executive officer for

 

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Travelers Express Company, Inc. “We are pleased with the sale to Certegy and confident that Game Financial will continue to be successful under this new management.”

 

Certegy expects this acquisition to add approximately $50 million in annualized revenue. The Company anticipates the transaction to be neutral to its diluted earnings per share in 2004, considering integration costs and lower share repurchases than previously assumed. In 2005, the acquisition is expected to add approximately $0.03 to diluted earnings per share.

 

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About Game Financial Corporation

 

Game Financial Corporation provides check cashing, debit and credit card cash advance and ATM services to gaming establishments. The Minnesota-based company is currently a subsidiary of Travelers Express Company, a world-wide provider of payment services. Travelers Express is owned by Viad Corp (NYSE:VVI).

 

About Certegy Inc.

 

Certegy (NYSE:CEY) provides credit and debit processing, check risk management and check cashing services, merchant processing and e-banking services to over 6,000 financial institutions, 117,000 retailers and 100 million consumers worldwide. Headquartered in Alpharetta, Georgia, Certegy maintains a strong global presence with operations in the United States, United Kingdom, Ireland, France, Chile, Brazil, Australia and New Zealand. As a leading payment services provider, Certegy offers a comprehensive range of transaction processing services, check risk management solutions and integrated customer support programs that facilitate the exchange of business and consumer payments. Certegy generated over $1.0 billion in revenue in 2003. For more information on Certegy, please visit www.certegy.com.

 

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The statements in this release include forward-looking statements that are based on current expectations, assumptions, estimates, and projections about Certegy and our industry. They are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Certegy’s control, that may cause actual results to differ significantly from what is expressed in those statements. Among the factors that could, either individually or in the aggregate, affect our performance and cause actual results to differ materially from estimates provided include the following: satisfaction of conditions of closing; potential integration issues following the acquisition; the untimely loss of Game Financial Corporation’s customers or suppliers; the potential adverse effect of governmental actions; our ability to operate the business with the same success as the current owners; and other risk factors identified from

 

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time to time in our SEC reports, including, but not limited to, those described in the section entitled “Risk Factors” in our 2003 Annual Report on Form 10-K filed on February 17, 2004.