MPS Offers Skipjack IC

Evolv is the emerging technology company that specializes in harnessing the dramatic power of artificial intelligence to create the business and internet “killer apps” of the future. Recent product innovations have included the introduction of Skipjack IC (Internet Commerce), a secure internet transaction software snap-on for Microsoft Internet Information Server. This inexpensive program supports credit cards (Visa, MasterCard, American Express, Discover Card, Diners Club and JCB), debit cards and even checks. It is completely secure owing to Evolv’s proprietary encryption technology.

The philosophy behind Skipjack IC is simple: it is an easy-to-use, cost-effective, turn-key solution for merchants. As such, it allows companies of any size to instantly and confidently open up shop on the Internet.

In that spirit, Evolv has forged their first credit card processor alliance with the highly respected Midwest Payment Systems. MPS is a wholly owned subsidiary of Fifth Third Bank and one of the top ten processors in the nation. With 25 years in the business, the firm provides unparalleled service and support for a customer base of over 17,000 representing more than $22 billion in credit card volume.

“They have a great track record and are very dedicated to service. We feel confident that MPS will be able to meet and exceed merchant expectations,” says Brad Hoeweler, Evolv’s CEO. “This new technology is very exciting and we’re looking forward to welcoming a whole new breed of merchant to a profitable Internet experience,” adds Ray Neugebauer, Sales Officer at MPS.

Skipjack IC requires Microsoft Windows NT Server version 4.0 with Service Pack 3, Internet Information Server 3.0, Active Server Pages, a modem and an analog phone line. It retails for $1,495.00 US (introductory price), and includes online documentation, a sample web site, 800 number, test credit card account and email support.

To purchase Skipjack IC, contact Scott Valetti at scottv@e-volv.com or 513-563-2907. Additional information about Skipjack IC and the product itself is available at Evolv’s website: .

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Transamerica Buys Whirlpool Cards

Transamerica Corporation said it completed the previously announced purchase of the consumer finance business of Whirlpool Financial Corporation, including Whirlpool Financial National Bank, a credit card bank, effective Jan. 1, 1998.

The agreement for the acquisition was originally announced by Transamerica and Whirlpool Corporation on Sept. 18, 1997, as part of an overall agreement for Transamerica to acquire approximately $1.23 billion of receivables and other assets of Whirlpool Financial Corporation’s inventory finance, consumer finance and international factoring businesses. The acquisition of the inventory finance business and certain of the international assets closed on Oct. 16. Acquisition of most of the remaining international assets has also now been completed.

The consumer finance operations, which provide credit card financing for retail customers of appliance dealers, will become part of Transamerica Distribution Finance Corporation, a Chicago-based Transamerica subsidiary which specializes in providing financing to manufacturers, distributors and retailers of consumer durable, home and recreational products.

Transamerica Corporation, based in San Francisco, provides financial and life insurance services to individuals and organizations worldwide. Its primary businesses, in addition to its finance businesses, include life insurance, asset management, leasing and real estate-related services. Consolidated assets were $50 billion as of Sept. 30, 1997.

Whirlpool Corporation is the world’s leading manufacturer and marketer of major home appliances, headquartered in Benton Harbor, Michigan.

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Discover Card Bonds Rated

Discover Card Master Trust I’s $350 million floating rate class A credit card pass-through certificates, series 1997-5, are expected to be rated ‘AAA’ by Fitch IBCA. The corresponding $18.4 million floating rate class B certificates are expected to be rated ‘A+’.

Series 1997-5 expected ratings reflect the high quality of the receivables generated by Discover Card holders, 12.5% available subordinated amount supporting class A, 7.5% cash collateral account protecting class B, sound legal and cash flow structures, and excellent servicing provided by Greenwood Trust Co.

Economic and credit stress scenarios were applied to the collateral pool to determine the appropriate levels of credit enhancement for the certificates. One of the more severe ‘AAA’ scenarios involved decreasing yield by more than 30%, cutting monthly payment rate by 40% and increasing chargeoffs over 30%. The less stringent ‘A+’ stress decreased yield by 25%, payment rate by 30% and increased chargeoffs to 23%. With the credit enhancement currently available, the securities could withstand these stresses simultaneously and still make full and timely payments of principal and interest to class A and class B investors.

Investors are protected from a deterioration in asset quality, seller insolvency or servicer default by early amortization triggers. If certain adverse events occur, an accelerated payout of investor principal will begin possibly earlier than expected. During such an amortization event, finance charge collections normally allocated to the seller will become available to cover trust expenses through a structural feature that fixes the finance charge allocation based upon preamortization invested amounts. Allocating finance charge collections in this manner allows funds otherwise designated to the seller to flow through to the trust. Greenwood has the option the allocate collections on a floating basis, which would require enhancement levels to be increased to 17.5% for class A and 12.5% for class B.

Class A certificateholders will receive monthly interest payments of one- month LIBOR plus 0.09% throughout the revolving and accumulation periods and on the expected final payment date, provided an early amortization event does not occur. Interest will be paid monthly to class B certificateholders at one-month LIBOR plus 0.27%. Following a variable accumulation period, principal is expected to be paid to class A on the February 2001 distribution date and to class B one month later. As a part of Group One, series 1997-5 will share excess finance charge and principal collections with other Group One series.

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SAFE KID Phone Cards

1998 should be the year of child safety, says Independence Blue Cross (IBC), which is encouraging its members to provide their children with special telephone cards that can automatically speed dial any of nine different numbers in an emergency. The cards also store emergency medical information.

IBC will introduce the McGruff SAFE KID Phone Cards, now available through its award-winning Child Safety program, at the Blue Cross RiverRink KidsFest at Penn’s Landing Saturday, January 3 and Sunday, January 4. IBC will be giving away 200 free McGruff SAFE KID Phone Cards during the two day festival.

The McGruff SAFE KID Phone Card, designed for children ages eight to 15, is available at cost to IBC members of managed care plans (Keystone Health Plan East, Personal Choice and Blue Choice). The $2.95 card includes 10 pre-paid minutes. Additional minutes can be added using a credit card. Order forms for the phone cards will be available at KidsFest.

“The McGruff phone card program offers peace of mind for parents,” said Independence Blue Cross President and CEO G. Fred DiBona, Jr. “In an emergency situation, it is important for a child to be able to make a telephone call quickly and be sure that help is on the way. These phone cards are easy to use and provide our members and their families with a sense of security in case of an emergency.”

Other special features of the McGruff SAFE KID Phone Card include:

— Emergency medical information stored on the card

— Personal child ID information stored on the card

— Track-A-Call & Find-A-Kid

— Directions recorded in a parent’s voice

— Speed dials to nine different emergency contacts

— Remote Programming

— Message Center

— All cards are rechargeable

As part of the Independence Blue Cross’ Health Lifestyles Child Safety program, the company will distribute free child safety guides to parents who visit its Wellness Van at KidsFest. Children will be photographed and have their pictures placed on the identification record inside the guide; which also includes safety tips, a fingerprinting kit and child safety poster. Free fingerprinting also will be available.

IBC members may order cards by sending a $2.95 check made payable to Phone Card c/o Digital Direct, 975 Hemlock Road, P.O. Box 155, Morgantown, PA 19543- 0155. They must include their name and their IBC health plan ID number on their check.

Independence Blue Cross is the largest health insurer in southeastern Pennsylvania, providing coverage to nearly 3 million people.

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Premiums Drop to 13.27%

1997 CARD SALES MORE THAN TRIPLE 1996 LEVEL

Thousand Oaks, CA — The volume of card portfolio assets sold for all of 1997 rose dramatically compared to 1996 numbers, according to a release by R.K. Hammer Investment Bankers, a California-based bank advisory firm which specializes in such card deals.

Deal Highlights for 1997:

Over $20 billion involving 22 transactions have been announced in the card industry during this year, which compares to $7.1 billion and 21 transactions for all of 1996. This data excludes the impending sale of the AT&T card deal, not closing until 1998.

Average premium price for 1997, at 13.27%, is down from an average of 17.70% for 1996, recognizing the larger size and pre-approved solicitation nature fo some deals in the current reporting period.

The largest deals this year were: Bank of New York, $4.0 billion going to Chase; and Advanta, $10.5 billion going to Fleet, both announced in the Third Quarter.

Other card portfolio buyers this year: Bank of America, GE Capital, Associates, Metris Companies, PNC, FNB Omaha, NOVUS, and MBNA.

These figures do not include mergers of equals or whole institution purchases (i.e. Bank One/First USA, Dean Witter Discover/Morgan Stanley, NationsBank/Barnett, First Union/Signet, First Union/CoreStates, and National City/First of America); small portfolio sales, less than $15MM, this smaller segment producing an estimated 70-80 private deals each year; nor over $1 billion in private label/oil company portfolio sales during 1997.

Average earnings multiples for premiums paid have been 5.10% (Average card pre-tax ROA of 2.60% divided into average premium price of 13.27%).

The estimated range of prices for card portfolios this year has been from less Par value (or no premium) to over 24% for the highest quality assets, with the average being 13.27%.

Other Observations from the 1997 Hammer research:

1. New portfolio purchasers successfully entering the hunt for card assets.

Long-time successful bidders such as GE and Associates, previously enjoying a large market share of deals done each year, have shared the victory percentages this year with such newer card portfolio acquisition players as Bank of America, Metris, and Fleet.

Former players also successfully back in the hunt.

Former winning bidders such as Chase, earlier a perennial favorite in deals like this back in the 1980’s, have jumped back in with several large acquisitions in 1997. As evidenced by a very hefty 25% ($270 per account) premium on the pending AT&T deal, we also look for Citicorp to again be in the quest for portfolio purchases.

Expect some other surprise sellers in 1998.

With AT&T’s $14 billion card business expected to close in the 2Q 1998, next year is expected to produce even larger numbers and volumes of card assets traded. Several other larger card companies are looking at valuing their card programs, to make decisions about growing vs. divesting. Most boards of directors are asking, “what would our market value be, if we were to sell, too.”

4. Unusual Sale Alliances Seen

Some very unusual sale situations developed in 1997, and are expected to continue into 1998. Some of these involved the common purchase of only card receivables, but the far more unusual structuring of facilities and people into the transaction mix and establishing local charitable foundations as well. Buyers this year seemed to be smarter in recognizing the concern for selling management is not just asset redeployment, but the concern for the people on site who helped them build a marketable business to begin with.

CARD PORTFOLIO SALES — TWELVE YEAR HISTORY
1997 UPDATE

Range of Estimated Avg. Wtd. Assets Sold
Gross Premiums Gross Premiums #Transactions ($ Billions)

1997 N/A – 24.0% 13.2% 22 $20.80

1996 0.0% – 23.0% 17.7% 21 $ 7.12

1995 5.0% – 27.5% 20.7% 19 $ 0.91

1994 7.0% – 21.0% 18.0% 18 $ 0.75

1993 7.1% – 23.0% 18.1% 14 $ 0.82

1992 16.8% – 25.0% 16.8% 17 $ 0.88

1991 7.0% – 24.0% 14.0% 32 $ 3.80

1990 7.0% – 27.0% 18.7% 26 $ 5.40

1989 3.0% – 25.0% 18.9% 25 $ 6.60

1988 7.8% – 25.5% 20.3% 15 $ 1.60

1987 10.5% – 16.0% 20.3% 6 $ 0.86

1986 14.3% – 29.0% 20.4% 3 $ 1.60

NOTES:

1) National Brand deals only (MS-VISA); not privately label or retail transactions

2) “Gross” Premiums, prior to discounting for delinquent/statused accounts

3) Does not include numerous smaller deals, typically 4) Does not include “mergers of equals” or total organization purchases

5) Excludes AT&T sale to Citicorp (2Q98).

Re: Variables Impacting Sale Price, for a Card Portfolio Transaction

The following are some examples of the kinds of attributes and situations which prompt a premium valuation to be calculated:

1. Credit Quality, as evidenced by original credit criteria, credit bureau risk scores, behavior scores, bankruptcy scores, and the trends of those score patterns.

2. Attrition Rate, the percentage of accounts and balances (and the profitability of those accounts) which close voluntarily (customer requested closure) vs. involuntarily (bank revoked).

3. Income Yields, the APR, annual fee structure, nuisance fee structure, teaser rates outstanding, the percentage revolving.

4. Open vs. Closed, the percentage of accounts and balances which are open to buy vs. those which are closed (but who also may be paying as agreed, and therefore not delinquent).

5. The Policies and Processes at the seller, and the degree to which those vary from those of the buyer, creating improvement opportunities.

6. The Data Processor of the seller, and that of the buyer, necessitating a conversion of accounts or merely a simple transfer of BIN/ICA.

7. The ROE/ROA hurdle rates at the buyer, the minimum returns required.

8. The Operating Expense of the buyer.

9. The Life-span/Premium amortization period used by the buyer, typically 7-10 years.

10. Any unusual liabilities or other conditions which are to be assumed by the buyer (i.e. facility, staff, equipment, etc.).

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NYCE Sets Record Xmas Eve

The NYCE Network announced that an all-time one-day volume record for electronic payments transactions was set this past Christmas Eve, December 24, 1997.

Within this 24-hour period, consumers conducted more than 1.9 million transactions through NYCE. The total represents more than 1.2 million ATM transactions at NYCE ATMs and more than 533,000 NYCE point-of-sale (POS) transactions. “Christmas Eve is a pinnacle day for holiday preparations and typically is our highest transaction volume day of the year,” said James S. Judd, senior vice president with NYCE Corporation. “The rising number of transactions signifies that people recognize the convenience of their ATM card to withdraw cash as well as the growing number of options consumers have to make all kinds of purchases. Everything from holiday gifts, to gasoline, to food items for family dinners can quickly and easily be obtained, making ATM cards a convenient method for consumers to access their cash everyday.”

Based in Woodcliff Lake, New Jersey, NYCE Corporation provides financial institutions with flexible, state-of-the-art processing services that include telephone- and PC-based banking and bill payment solutions, ATM terminal driving, card authorization, card management, and gateway access. The corporation also operates the NYCE Network, the largest shared regional electronic funds transfer (EFT) network in the Northeast.

As of November 30, 1997, more than 1,300 financial institutions participate in the NYCE Network, providing ATM and related payment services to more than 30.9 million cardholders through more than 18,700 ATMs and more than 115,000 POS merchant locations.

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SmarTalk Aquires ConQuest

SmarTalk TeleServices, Inc. (Nasdaq:SMTK) announced today the completion of the acquisition of ConQuest Telecommunications Services Corp. as a result of overwhelming approval by shareholders of both companies. SmarTalk and ConQuest had previously announced that both companies would hold special meetings of shareholders on December 31, 1997. Approval by shareholders was the final requirement needed to complete this acquisition.

Dublin, Ohio-based ConQuest is a developer and marketer of prepaid calling cards and other enhanced telecommunications services, including domestic and international calling services for the tour and travel industry. ConQuest’s retail distribution network includes Winn-Dixie, Marathon Oil, SuperAmerica, Pick Kwik Food Stores and Emro Marketing, which includes convenience stores and service stations such as Speedway and Starvin’ Marvin. ConQuest also provides long-distance and other operator services to franchisees of Holiday Inn, Ramada Inn, Comfort Inns and Days Inns.

Under terms of the acquisition, each share of ConQuest Common Stock will be automatically converted into the right to receive 7.63 shares of SmarTalk Common Stock. ConQuest will become a wholly-owned subsidiary of SmarTalk.

SmarTalk manufactures and distributes prepaid calling cards and other enhanced telecommunications products which are sold at retail. On December 22nd, the Company announced it had signed an agreement to acquire American Express Telecom, a leading provider of prepaid calling products currently selling phone cards in more than 14,000 locations worldwide. The products include the FirstClass PhoneCard(TM) sold through the U.S. Postal Service and the PhoneFunds(TM) card sold through the National Park Foundation and selected American Express Travel Service Offices.

SmarTalk currently maintains agreements giving access to more than 100,000 distribution outlets including mass merchandisers, consumer electronics retailers, supermarkets and home office superstores, such as Office Depot, Sav-On Drug, Osco Drug, CompUSA, Pep Boys, Fingerhut, ACE Cash Express, The Good Guys, Staples, Service Merchandise, Merit Stations, Qwik Shops, Wegmans, OfficeMax, Eckerd Drug, Food4Less, Ralphs Supermarkets, Best Buy, and Builders Square, as well as university book stores and convenience stores throughout North America, and with distributors including WH Smith in the United Kingdom. SmarTalk also offers specialized value-added promotional phone card programs to corporate clients including Gillette, Hewlett- Packard, Wells Fargo Bank, Nabisco, Pfizer and Prudential Securities. The Company maintains strategic marketing partnerships with Choice Hotels and HFS, the two largest hotel franchisers in the US, along with Simon DeBartolo Group, the largest publicly-traded real estate company and operator of shopping malls in North America.

Based in Los Angeles, with additional offices in Boston, Orlando, Boca Raton, San Francisco, Rochester, Dublin Ohio, Butler Pennsylvania, Toronto and the UK, SmarTalk is a member of the Telecommunications Resellers Association, International Telecard Association and the Consumer Electronics Manufacturer’s Association.

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Dec 20 Biggest Shopping Day

A pre-Christmas mini-surge in spending boosted same-store sales for the holiday shopping period to 2.2 percent over the same period last year, according to TeleCheck Services, the world’s leading check acceptance company. The data compare retail sales from November 28 through December 29 to the equivalent 31-day period last year, and are based on a same-store comparison of the dollar volume of authorized checks written by consumers at more than 27,000 of TeleCheck’s 167,000 subscribing locations. Checks account for more than one-third of retail spending. TeleCheck is a subsidiary of First Data Corporation (FDC:NYSE).

“Shoppers accelerated their spending pace during the final three days before Christmas, with two of those days making the list of the season’s top five shopping days. Despite this mini-surge in spending, sales dropped off sharply after Christmas, resulting in a modest gain in same-store sales that did not meet early projections. Some of the factors affecting holiday retail sales include a move by consumers toward travel, entertainment and other services in lieu of traditional gifts, a drop in the population of very young children who are major recipients of gifts, and deep discounting by retailers throughout the season,” said Dr. William Ford, TeleCheck’s Senior Economic Advisor.

The top five shopping days, in descending order, were Saturday, December 20; Tuesday, December 23; Saturday, December 13; Monday, December 22, and the day-after-Thanksgiving, November 28.

Sales in the Southeast rose 4.6 percent, with gains of 5.0 percent in Tennessee, 4.3 percent in Florida, 2.9 percent in Georgia, 2.6 percent in The Carolinas and 1.5 percent in Louisiana. Nashville’s sales rose 3.5 percent, but Memphis’ dropped 3.0 percent. Sales rose 4.1 percent in Orlando, 2.3 percent in Tampa and 0.1 percent in Miami/Ft. Lauderdale. Atlanta’s sales rose 3.4 percent and New Orleans’ gained 0.7 percent.

The Midwest was up 2.9 percent, with Wisconsin up 4.8 percent and Ohio up 3.3 percent. Sales rose 2.4 percent in Illinois 1.1 percent in Minnesota and 1.0 percent in Michigan. Milwaukee’s sales rose 3.1 percent, Cleveland’s gained 2.4 percent and Chicago’s jumped 5.1 percent. Sales dropped 0.2 percent in Minneapolis/St. Paul and rose 0.6 percent in Detroit.

The Northeast increased 2.2 percent, with sales up 5.4 percent in Massachusetts and 3.0 percent in New York. Boston was up 2.9 percent, but New York City was down 3.5 percent.

The Mid-Atlantic rose 1.6 percent, with New Jersey up 1.8 percent. Sales were up by 1.6 percent in Virginia, 0.9 percent in Pennsylvania, 0.7 percent in Maryland and 0.6 percent in the District of Columbia. Sales rose 0.4 percent in Pittsburgh, dropped 0.3 percent in Philadelphia and rose 1.3 percent in Baltimore.

Sales in the West increased 1.4 percent, with Hawaii up 3.2 percent, Colorado up 2.7 percent and Arizona up 2.6 percent. Washington’s sales rose 2.0 percent and California’s grew 1.3 percent, while Oregon’s dropped 0.2 percent. Sales rose 1.4 percent in Denver, 3.9 percent in Phoenix and 3.6 percent in Seattle. San Diego’s sales rose 2.4 percent and Los Angeles’ gained 2.3 percent, while the Bay Area’s dropped 0.1 percent. Portland’s sales rose 1.4 percent.

Southwest sales were down 0.2 percent. Missouri’s sales rose 1.4 percent and Texas’ gained 0.1 percent, while Oklahoma’s dropped 0.8 percent. Sales gained 1.8 percent in St. Louis, but were down 2.4 percent in Kansas City. Sales rose 2.9 percent in Austin, 2.1 percent in Dallas/Fort Worth, 0.7 percent in San Antonio and 0.5 percent in Houston. Oklahoma City’s sales were up 1.1 percent while Tulsa’s dropped 2.7 percent.

TeleCheck’s index is compiled on a calendar basis and is based on the total sales volume of check-writing consumers at a broad cross-section of retailers. Figures are not adjusted for inflation. Checks account for 37 percent of retail spending. In 1996, TeleCheck authorized over $40.2 billion in checks and processed more than 645 million check inquiries.

Note: The TeleCheck logo and additional information on retail sales figures can be downloaded from the TeleCheck web site at .

Founded in 1992, Hackensack, NJ-based First Data Corporation is a global leader in payment systems, electronic commerce and information management products and services. First Data and its principal operating units process the information that allows millions of consumers to pay for goods or services by credit, debit or smart card at the point of sale or over the Internet; by check, or wire money – seamlessly and effortlessly. For more information about First Data, visit us on the Internet at .

Dr. William Ford holds the Weatherford Chair of Finance at Middle Tennessee State University. Earlier in his career he was president of the Federal Reserve Bank of Atlanta and served on former Fed Chairman Paul Volcker’s Federal Open Market Committee.

NATIONAL 2.2%

SOUTHEAST 4.6% WEST 1.4%
Florida 4.3% Arizona 2.6%
Miami/Ft. Lauderdale 0.1% Phoenix 3.9%
Orlando 4.1% California 1.3%
Tampa 2.3% Bay Area -0.1%
Louisiana 1.5% Los Angeles 2.3%
New Orleans 0.7% San Diego 2.4%
Georgia 2.9% Oregon -0.2%
Atlanta 3.4% Portland 1.4%
Tennessee 5.0% Washington 2.0%
Memphis -3.0% Seattle 3.6%
Nashville 3.5% Colorado 2.7%
The Carolinas 2.6% Denver 1.4%
Hawaii 3.2%
SOUTHWEST -0.2%
Texas 0.1% NORTHEAST 2.2%
Austin 2.9% Massachusetts 5.4%
Dallas/Ft. Worth 2.1% Boston 2.9%
Houston 0.5% New York 3.0%
San Antonio 0.7% New York City -3.5%
Missouri 1.4%
Kansas City -2.4%
St. Louis 1.8%
Oklahoma -0.8%
Oklahoma City 1.1%
Tulsa -2.7%

MIDWEST 2.9%
Illinois 2.4%
Chicago 5.1%
Michigan 1.0%
Detroit 0.6%
Minnesota 1.1%
Minneapolis/St. Paul -0.2%
Wisconsin 4.8%
Milwaukee 3.1%
Ohio 3.3%
Cleveland 2.4%

MID-ATLANTIC 1.6%
District of Columbia 0.6%
Pennsylvania 0.9%
Philadelphia -0.3%
Pittsburgh 0.4%
New Jersey 1.8%
Virginia 1.6%
Maryland 0.7%
Baltimore 1.3%

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FDC Sells Nationwide Credit

First Data Corporation today announced that Nationwide Credit, Inc., its Atlanta-based receivables management business unit, has been acquired by NCI Acquisition Corporation, an investment partnership formed by affiliates of Centre Partners Management LLC and Weiss, Peck and Greer, L.L.C., both of New York. The transaction has received regulatory approval, and was signed and closed today.

First Data received approximately $155 million in cash for Nationwide Credit and will record an after-tax loss on the sale of approximately $60 million in its fiscal fourth quarter.

Nationwide Credit, Inc., which is expected to report approximately $120 million in revenues in 1997, is one of the nation’s leading financial recovery and receivables management firms. It provides customized financial recovery services to financial institutions, health care providers, oil companies, utilities, telecommunications companies and government agencies through 15 offices in 14 states.

Nationwide Credit will operate as an independent subsidiary of NCI Acquisition Corporation with its own board of directors. The company will continue to be managed by Jerry Kaufman, president, and its existing management team.

“The divestiture of Nationwide Credit is a continuation of our strategy to focus on transaction and information processing,” said Ric Duques, First Data Corporation chairman and chief executive officer. “Although we will continue to offer receivables management services, we will do so strategically and primarily in the card industry through Atlanta-based Credit Performance Services, the receivables management component of our card processing business. This divestiture will allow Nationwide Credit to expand in its markets under its own strategic direction.”

“We are pleased to partner with Nationwide’s strong management team in the buyout of the company from First Data,” said Craig Whiting, a managing director of Weiss, Peck & Greer. Paul Zepf, a managing director with Centre Partners, added,” We believe Nationwide is well-positioned to take advantage of the excellent growth and consolidation opportunities within the receivables management business.”

Centre Partners is a $450 million private equity firm that focuses on middle market buyouts. Since its formation in 1986, Centre and its predecessor funds have invested $1.6 billion in over 40 transactions. Weiss, Peck & Greer is an investment management firm formed in 1970, which manages in excess of $14 billion in assets. Through a private equity group and a venture capital group, the firm has managed 12 risk capital funds with $1.2 billion in aggregate committed capital.

Hackensack, N.J.-based First Data Corporation is a global leader in payment systems, electronic commerce and information management products and services. First Data and its principal operating units process the information that allows millions of consumers to pay for goods and services by credit, debit or smart card at the point of sale or over the Internet; by check or wire money. For more information about First Data, please visit the Company on the Internet at [www.firstdatacorp.com][1].

[1]: http://www.firstdatacorp.com

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New VISA Gift Card

S&H Citadel, Inc., America’s foremost innovator of incentive marketing solutions, merchandise and debit card award systems, announces it’s exclusive, ‘Best of Everything Visa Gift Purchasing Card.

The BOE card is convenient. These Visa cards are pre-loaded with $25, $50, $100, $150, $250 or $500. Custom denominations are available for a minimum quantity of 50 cards. The BOE card guarantees a gift is received. There is no learning curve; the BOE card uses the same swipe technology as a credit card for at-counter usage.

The BOE card is better than a gift certificate or cash. All or part of the available balance may be used with any BOE merchant and recipients may supplement purchases with their own dollars. And unlike most certificate reward vehicles, this card CAN be replaced if lost or stolen.

The BOE card is versatile — and elegant! It is available in three different embossed options for any occasion: Best Wishes, Thank You or Congratulations. The BOE Visa Card program components include the gold embossed specially designed BOE Visa card, Card Carrier with activation instructions and general information, a beautiful see-through mailing envelope and a 12-page Best of Everythin gsm Merchant Guide, listing S&H Citadel exclusive partners. The gift box design is elegant, and the theme is presented throughout.

The S&H Citadel Best of Everything Card is easy to order. Simply place an order for any quantity and present them at anytime — for employees, clients, sales awards or anytime gifts! For other S&H Citadel Debit card solutions please see .

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Providian Buys First Union Slice

Providian Financial Corporation announced Dec 29 that it had signed a definitive agreement, subject to regulatory approval, to purchase a $1.1 billion portfolio of unsecured credit card receivables from First Union Direct Bank, N.A. The purchase price was not disclosed. Providian Financial expects the purchase to have an accretive impact on 1998 earnings per share, and should allow the company to exceed the upper end of its long term EPS growth goal of 22% to 25%.

“Pursuing highly-selective, opportunistic acquisitions has been a component of our growth strategy since the company went public in June,” said Shailesh Mehta, Providian Financial’s Chairman and Chief Executive Officer, “and the purchase of this portfolio is consistent with that strategy and our financial goals.”

The portfolio, comprised of both Visa and MasterCard credit card accounts, was originated via national direct mail campaigns conducted by First Union. Providian believes its segmentation, credit and customer management capabilities will add value to the portfolio.

Providian Financial Corporation is a leading provider of lending and deposit products to consumers nationwide. The company is a member of the S&P 500 Index (Consumer Finance Industry Group). With over $10 billion in assets under management and over four million customers, the company serves a broad, diversified market with loan products which include credit cards, revolving lines of credit, home loans and secured credit cards. The company also offers fee-based services. Providian Financial (formerly known as Providian Bancorp, Inc.), headquartered in San Francisco, California, ranks among the twenty largest credit card issuers in the nation and is the largest issuer of secured credit cards.

Statements contained herein as to the company’s expectations are forward looking statements per the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in these statements, due to portfolio characteristics, economic conditions, competition in the industry, and other factors. More information on risk factors affecting the company is available in the Form 10 Information Statement on file with the SEC, effective April, 1997.

First Union Announces Sale of $1.1 Billion Credit Card Portfolio

First Union Corporation announced today that it had signed a definitive agreement to sell a $1.1 billion portfolio of credit card receivables to Providian Financial Corporation (NYSE: PVN) at an undisclosed purchase price. The sale is expected to be completed on or about Jan. 30, 1998.

The portfolio represents approximately 17 percent of First Union’s $6.5 billion in managed credit card receivables as of Sept. 30, 1997, and is comprised of accounts that resulted from national credit card solicitations that began in 1994.

“Our strategy is to reposition our portfolio and build our credit card and other consumer business by expanding relationships with our growing customer base on the East Coast,” said Jack M. Antonini, executive vice president for First Union’s Consumer Group.

First Union is the nation’s 6th largest banking and financial services company with assets of $144 billion as of Sept. 30, 1997.

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InterCept Switch Up & Running

The InterCept Group, a financial services holding company based in Atlanta, Georgia, announced today the completion of the first transaction on the company’s new surcharge-free ATM network, InterCept Switch. The transaction was conducted between First Community Bank and Trust and Bartow County Bank, both of Cartersville, Georgia.

Designed as a network of community financial institutions, the InterCept Switch offers members a solution with which to compete against regional and other larger institutions. InterCept Switch members agree to waive surcharge fees for each other’s cardholders, thus creating a large network of surcharge- free ATMs. Member institutions do, however, retain the option of applying fees to transactions initiated by customers of non-member institutions.

Anderea Williams, vice president and cashier of Bartow County Bank, conducted the transaction at First Community Bank and Trust. She said of InterCept Switch, “We are very happy to be an early participant in this imaginative program. As a member, we feel that we will be in a better position to please existing customers and gain new business because of the additional service we are able to offer. Because the network enables us to surcharge non-member cardholders, we are also able to continue generating surcharge revenue, which positively impacts our bottom line”.

Jeff Berns, vice president of the InterCept Switch, said, “We are excited about this event because it marks the beginning of a service which will help community financial institutions level the playing field versus the large regional players. The network will offer member financial institutions several hundred ATM locations where their customers can gain access to their funds, free of surcharges. Additionally, this network offers a business- oriented alternative to the surcharge issue as well as a very significant marketing opportunity to those institutions who join.”

John Collins, chairman of The InterCept Group, said, “The InterCept Switch is one of several new products which we are busy introducing. We continue to focus on community financial institutions, and we try to develop useful and attractive products and services for them. We believe that the InterCept Switch will help us strengthen our partnerships around the country and will signal, again, our determination to provide timely and economical solutions. The market is already telling us that this is a good idea.”

According to InterCept officials, the network has more than 100 commitments in nine states. Membership in the network is economically priced and available for all types of state or federally chartered financial institutions.

The InterCept Switch was created to help community banks and credit unions capitalize on changes made to Georgia banking laws which allow for the selective application of surcharges by financial institutions, regardless of national and regional ATM network rules. The network was able to expand its offering beyond Georgia due to recent relaxation of surcharge rules by both national and regional ATM networks. It is being marketed nationwide through alliances with Bankers Banks, state associations and by The InterCept Group’s sales staff. Switching and other operational support is provided by the PULSE EFT network of Houston, Texas.

The InterCept Switch is a wholly-owned subsidiary of The InterCept Group. Other members of the group include InterCept Systems, Inc., Data Services Corporation, Provesa, Inc., Bank Services Corporation, and FiNet, Inc. The InterCept Group serves over 700 financial institutions in 14 states. For more information on any of these companies or services, contact The InterCept group at 770-248-9600. For specific information on the InterCept switch contact Jeff Berns at 770-582-2290.

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