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FOUR LEADING REGIONAL BANKS TO FORM JOINT VENTURE IN ELECTRONIC PAYMENT SERVICES

FOUR LEADING REGIONAL BANKS TO FORM JOINT VENTURE IN ELECTRONIC PAYMENT
 SERVICES
 NEW YORK, July 22 /PRNewswire/ -- Four of the nation's strongest regional banking companies -- Banc One Corporation (NYSE: ONE), CoreStates Financial Corp. (NASDAQ: CSFN), PNC Financial Corp. (NYSE: PNC) and Society Corporation (NASDAQ: SOCI) -- today announced that they have signed a definitive agreement to form a joint venture in electronic payment services that builds on each of the partners' existing capabilities. The new company, Electronic Payment Services, Inc. (EPS), will be the largest processor of automated teller machine (ATM) transactions in the United States, with about 20 percent of the national switched volume, and a national leader in electronic point-of- sale (POS) transaction processing services.
 Electronic Payment Services' ATM business would initially represent 1,400 financial institutions with approximately 13,000 ATMs in 16 states. Electronic Payment Services' 1 billion total annual ATM transactions include 730 million switched transactions. Its core ATM markets are currently in the Middle Atlantic and Midwest regions.
 Electronic Payment Services' POS processing business is expected to process 650 million transactions annually through more than 150,000 POS terminals nationwide.
 The new company is expected to have annual revenues exceeding $200 million and approximately 600 employees.
 "Today's action by four strong financial institutions represents the partners' common vision of maintaining and strengthening the historic leadership role of banks in our nation's consumer payment system as it moves from a cash- and paper-based system to an electronic one," said Douglas D. Anderson, executive vice president and head of electronic payment services at CoreStates, who will become chief executive officer of Electronic Payment Services. Michael L. Douglas, director of electronic banking at PNC, will become Electronic Payment Services' chief operating officer.
 "By combining the processing infrastructures and pooling the business interests of the four partners, Electronic Payment Services is expected to create significant cost and market synergies, add to our partners' shareholder value, and establish a strong competitive position nationally," said Anderson. "The combined resources and experience of the four partners will enable Electronic Payment Services to compete effectively against non-bank payment processors and to take full advantage of the significant growth opportunities that exist in these businesses on both a regional and national basis, through internal growth, through acquisitions by each of the partners and by the addition of other banks. The joint venture can provide critical mass and economies of scale that will result in better service to customers, enhanced marketing opportunities, and improvements in the research and development of new products that take advantage of emerging technologies. Electronic Payment Services will be an attractive option for banks and merchants who seek to expand their ATM and POS services."
 Upon completion of the transaction, Banc One, CoreStates, PNC and Society will be equity partners in Electronic Payment Services.
 Banc One will contribute to Electronic Payment Services its wholly- owned Jubilee ATM network and its POS business.
 CoreStates will contribute its wholly-owned Money Access Service Inc. (MAC), one of the leading regional ATM networks, as well as its wholly-owned BUYPASS Corporation, the nation's leading third-party processor of electronic POS transactions. CoreStates will receive a cash payment of approximately $78 million and $245 million of Electronic Payment Services preferred stock with dividends tied to the earnings performance of the new company.
 PNC intends to contribute its interest in the TRINET ATM network, its wholly-owned OWL ATM network and its POS business.
 Society will contribute its wholly-owned Green Machine Network Corporation, one of the leading ATM networks in the Midwest, and its POS business.
 Formation of the new joint venture is not expected to have a material effect on current operating earnings for any of the four partners. CoreStates will realize a gain of approximately $23 million at closing, as well as an increase of $100 million in its tangible equity, including the effect of removing from its books intangibles from previous acquisitions.
 John B. McCoy, chairman and chief executive officer of Banc One Corporation, said, "Banc One's participation in the joint venture is consistent with our strategy of continuing to grow technology-driven, fee-based businesses. With Electronic Payment Services, Banc One will accelerate our growth in the rapidly expanding markets for electronic payment services well beyond what we could have accomplished on our own."
 Terrence A. Larsen, chairman and chief executive officer of CoreStates, said, "This represents an exciting transition to a new level in the development of the ATM and POS businesses. Our board of directors determined that this type of venture with strong banking partners was the best way to maximize the value of these businesses for CoreStates shareholders, who will continue to benefit from the growing earnings stream of these businesses. We expect that Electronic Payment Services will generate strong financial results and will create long- term economic value for CoreStates shareholders greatly exceeding that which we could have achieved independently. Our continuing financial stake in the fortunes of Electronic Payment Services is evidence of our long-term commitment to the ATM and POS businesses."
 Thomas H. O'Brien, chairman and chief executive officer of PNC, said, "Becoming a partner in Electronic Payment Services will give PNC the opportunity to focus cost-effectively on the electronic payment services business, which we believe has significant long-term growth potential. Joining forces with other leaders in the business will give us a distinct advantage in the marketplace for these services."
 Robert W. Gillespie, chairman and chief executive officer of Society Corporation, said, "Society's exciting partnership in Electronic Payment Services will be a strategic investment in the electronic banking arena. By bringing together the resources of four strong financial services leaders, we can provide the highest quality products and services to our customers and expand our market presence and coverage."
 The initial seven-member Electronic Payment Services board of directors will include senior executives from each partner: Donald L. McWhorter, president, Banc One Corporation; David M. VanLear, chairman and chief executive officer, Banc One Regional Affiliate Group; Terrence A. Larsen, chairman and chief executive officer, CoreStates Financial Corp.; Robert N. Gilmore, executive vice president, CoreStates Financial Corp.; James E. Rohr, president, PNC Financial Corp.; A. William Schenck III, executive vice president, PNC Financial Corp.; and Stephen E. Wall, executive vice president, Society Corporation.
 Electronic Payment Services is expected to be incorporated in Delaware and headquartered in the Wilmington area.
 The transaction is subject to Federal Reserve Board approval and closing conditions. Subject to regulatory approval, the transaction is expected to close in the fourth quarter of 1992.
 NOTE: BUYPASS, Green Machine, Jubilee, MAC, Money Access Service, OWL and TRINET are registered trademarks.
 FACTS ABOUT PROPOSED ELECTRONIC PAYMENT SERVICES, INC. (EPS)
 What is Electronic Payment Services?
 Electronic Payment Services, Inc., is a joint venture to be formed by Banc One Corporation, CoreStates Financial Corp., PNC Financial Corp. and Society Corporation.
 Who will own how much of Electronic Payment Services?
 Upon completion of the transaction, Banc One, CoreStates and PNC will each own 31 percent of Electronic Payment Services. Society will own 7 percent.
 What is each company contributing to Electronic Payment Services?
 Banc One will contribute its wholly-owned Jubilee ATM network, its POS business and approximately $30 million in cash. CoreStates will contribute its wholly-owned Money Access Service Inc. (MAC), one of the leading regional ATM networks, as well as its wholly-owned BUYPASS Corporation, the nation's leading third-party processor of electronic point-of-sale (POS) transactions. PNC intends to contribute its interest in the TRINET ATM network, its wholly-owned OWL ATM network, its POS business and approximately $48 million in cash. Society will contribute its wholly-owned Green Machine Network Corporation, one of the leading ATM networks in the Midwest, and its POS business.
 What is CoreStates receiving?
 In addition to 31 percent of the common stock of Electronic Payment Services, CoreStates will receive $245 million of Electronic Payment Services preferred stock with dividends tied to the earnings performance of the new company. CoreStates will also receive cash payments totaling approximately $78 million from Banc One and PNC. Society did not make a cash contribution.
 How many employees will Electronic Payment Services have?
 Electronic Payment Services will have approximately 600 employees.
 What will Electronic Payment Services' annual revenues be?
 Electronic Payment Services is expected to have annual revenues exceeding $200 million.
 Who will manage Electronic Payment Services?
 The following will serve on the Board of Directors of Electronic Payment Services: Donald L. McWhorter, president, Banc One Corporation; David M. VanLear, chairman and chief executive officer, Banc One Regional Affiliate Group; Terrence A. Larsen, chairman and chief executive officer, CoreStates Financial Corp.; Robert N. Gilmore, executive vice president, CoreStates Financial Corp.; James E. Rohr, president, PNC Financial Corp.; A. William Schenck III, executive vice president, PNC Financial Corp.; and Stephen E. Wall, executive vice president, Society Corporation.
 The following will serve as the senior management team of Electronic Payment Services:
 Douglas D. Anderson, chief executive officer
 Michael L. Douglas, chief operating officer
 What is the rationale behind this joint venture?
 The joint venture represents the owners' common vision of maintaining and strengthening the historic leadership role of banks in our nation's consumer payment system as it moves from a cash- and paper- based system to an electronic one. The partners believe the pooling of their ATM and POS assets will enable the group to accomplish what no one of them could alone.
 With all the partners' contributions, how big will Electronic Payment Services be?
 Electronic Payment Services will initially represent 1,400 financial institutions with approximately 13,000 ATMs in 16 states. Electronic Payment Services' 1 billion total annual ATM transactions include 730 million switched transactions, or approximately 20 percent of the national switched volume. 150,000 POS terminals will process 650 million transactions annually.
 What will be the geographic reach of Electronic Payment Services?
 The geographic areas served by the banking partners in this enterprise will give Electronic Payment Services' ATM business a broad market coverage. The company's core ATM markets are currently in the Middle Atlantic and Midwest regions. The POS business is national.
 Where will Electronic Payment Services be headquartered?
 Electronic Payment Services will be incorporated in Delaware and headquartered in the Wilmington area.
 How will the partners account for Electronic Payment Services earnings in their financial reports?
 The partners will account for Electronic Payment Services earnings by the equity method.
 How will the joint venture transactions affect the financial statements of each partner?
 It will not have a material effect on the financial statements of Banc One, PNC and Society. CoreStates will realize a gain of approximately $23 million at closing, as well as an increase of $100 million in its tangible equity, including the effect of removing from its books intangibles from previous acquisitions.
 -0- 7/22/92
 /CONTACT: Mark Greenberg or Scott Miller of Ogilvy Adams & Rinehart, 212-557-0100, for proposed Electronic Payment Services; John Russell, 614-248-5989, for Banc One; Gary Brooten, 215-973-3546, for CoreStates; Jonathan Williams, 412-762-4550, for PNC; or John Fuller, 216-689-8140, for Society/
 (ONE CSFN PNC SOCI) CO: Electronic Payment Services, Inc.; Banc One Corporation; CoreStates
 Financial Corp.; PNC Financial Corp.; Society Corporation ST: New York, Delaware IN: FIN SU: JVN


GK -- NY008 -- 1680 07/22/92 08:29 EDT
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Date:Jul 22, 1992
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