Equifax Offers ProfitMax

Equifax Card Solutions and HNC Software Inc. have announced an agreement to make HNC’s ProfitMax cardholder profitability management system available to card issuers who process through Equifax.

![][1]     ProfitMax uses neural networks, expert rules bases and HNC’s cardholder behavior profiling technology to analyze each cardholder account and predict its future profit. Three neural network-based models — Credit Risk, Revenue Potential and Attrition Risk — are used along with historical data to give a well-rounded picture of the expected profitability of each account in an issuer’s portfolio on a transaction-by-transaction basis.

ProfitMax has a modular design that facilitates its use with the FBS Card Management system that ECS clients use to manage their cardholder accounts. Equifax clients will have the option of using ProfitMax with either custom or “consortium” models. A consortium model enables economies of scale by allowing issuers to share a model built on their combined data.

Larry Towe, senior vice president and general manager, Equifax Card Solutions, said, “Equifax Card Solutions is making ProfitMax available because clients have learned to expect innovative decision solutions from us. The power of ProfitMax to predict profitability opens new doors to how our clients can make decisions about their card portfolios.”

“In working with Equifax in our recently announced strategic alliance, I’ve grown to appreciate their serious commitment to the announced goal of being a company whose information, processing and knowledge-based solutions are increasingly instrumental in shaping global commerce,” said Allen Jost, vice president of business development at HNC. “HNC is pleased to be part of the Equifax solution.”

Equifax is a leading provider of information, processing, consulting and software solutions that facilitate and enhance buyer-seller transactions worldwide. The company serves businesses in the banking, finance, retail, credit card, telecommunications and utilities, and health care administration industries.

Equifax is changing the shape of global commerce through growth and innovation, driven by technology and people. It operates globally in 17 countries, with sales in 40 countries. Founded in 1899 in Atlanta, Equifax (NYSE:EFX) today has 10,000 employees around the world. Revenues for the 12 months ended Sept. 30, 1997, exceeded $1.3 billion.

With headquarters in San Diego, HNC Software Inc. (NASDAQ:HNCS) is a world leader in the development and delivery of predictive software solutions in client/server environments. HNC provides innovative predictive software systems in the financial services, retail, insurance information and electronic commerce markets.

[1]: /graphic/hnc/hnc.gif

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TSYS Dividend

Total System Services, Inc. , announced that the Board of Directors declared a quarterly cash dividend of $.01125 per share. The cash dividend is payable on January 2, 1998, to shareholders of record as of the close of business on December 19, 1997.

Headquartered in Columbus, Ga., TSYS is one of the world’s largest credit, debit, commercial and private-label card processing companies, serving card issuing institutions located throughout the United States, Puerto Rico, Canada and Mexico, representing more than 91 million cardholder accounts. TSYS provides a comprehensive on-line system of data processing services marketed as THE TOTAL SYSTEM(R). In 1996, TSYS formed a joint venture with Visa(R) U.S.A. to create Vital Processing Services L.L.C. (), a leading full-service merchant processing company. TSYS’ 1996 revenues totaled $311.6 million; the company is an 80.7 percent owned subsidiary of Synovus Financial Corp. (NYSE: SNV) (), a $9.0 billion asset, multi- financial services company and component of the Standard and Poors 500 Index. Synovus includes 34 banking affiliates in four Southeastern states, a full- service brokerage firm, a comprehensive trust services provider and a mortgage services company. TSYS’ Internet address is .

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CyberCash & Pandesic

CyberCash, Inc., the leading enabler of financial transactions over the Internet, announced Monday it will deliver the payment options for Pandesic LLC, the Internet company from Intel and SAP. The partnership provides users of Pandesic with a complete end-to-end Internet payment solution that offers proven, secure, real-time transaction processing. This solution allows merchants to quickly and easily add end-to-end capabilities for selling and delivering goods and services, as well as receiving payment over the Internet.

CyberCash meets the needs of Pandesic’s merchant customers who are looking for a proven, leading payment service, offering a secure credit card transaction processing. It also allows merchants the ability to continue existing banking relationships due to CyberCash’s extensive banking relationships.

“Pandesic and CyberCash have created the perfect launching pad for merchants who are interested in setting up a complete Web store, or any business for that matter, using the best specialty vendors, in one place,” said Denis Yaro, executive vice president, development for CyberCash. “Our payment solution integrates with their business package to deliver the tools and security they need.”

The Pandesic e-business solution allows merchant customers to manage their business in real-time using integrated business processes. A complete end-to-end solution, which bundles, software, services and hardware, Pandesic LLC seamlessly handles all marketing, order processing and fulfillment, inventory pricing, materials management, tax handling, payment processing, shipping and handling logistics, financial reporting, and vendor-payment processes associated with electronic commerce transactions.

“By packaging a highly scaleable, turnkey e-business solution, we’ve created an environment where merchants can be sure they’re getting all the tools they need to run successful businesses on the Internet,” said Bryan Plug, president and CEO of Pandesic LLC. “CyberCash affords our merchants the most proven and complete payment suite on the Internet.”

Web merchants like Quokka Sports, one of the Internet’s leading sports marketing and production companies, are experiencing the benefits of the Pandesic e-business solution. “We’re all about total sports immersion — making the online coverage of sporting events as real as possible,” said Steve Nelson, senior vice president and general manager of Quokka. “The Pandesic offering with CyberCash is all about total business solutions for the Internet — with seamless integration for our audience from seeing merchandise on the site to purchasing it as if they were actually at the event.

About CyberCash

CyberCash, Inc., headquartered in Reston, Virginia, USA, provides enabling technology and services that allow secure financial transactions on the Internet worldwide. The Company offers a complete suite of Internet payment services including a credit card service which handles payments using major debit and credit cards, an innovative micropayment service which enables cash transactions and a secure electronic check service which allows consumer-to-business and business-to-business payments from a bank account. CyberCash is traded on the Nasdaq Stock Market, under the symbol CYCH. CyberCash’s Web address is .

About Pandesic LLC

Pandesic LLC develops innovative, end-to-end electronic business solutions that make companies more competitive by providing real-time access to business information, leveraging proven best-business practices and using highly integrated systems. Formed in 1997, Pandesic LLC is a limited-liability company founded jointly by Intel Corp. and SAP America, Inc. and is headquartered in Sunnyvale, Calif.

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Revolving Credit Off 38%

Consumer revolving debt continues with a much lower rate of expansion than last year, according to preliminary figures for October, released by the Federal Reserve Friday. Revolving credit is growing at an annual rate of 8.1% versus 13.1% one year ago or about 38% less. In terms of actual dollars, total revolving credit has risen only 8% during the past twelve months, from $490.6 billion to $529.7 billion. The restrained growth in revolving credit appears to be carrying over into the holiday season as early data reveals charge volume is off 66% to 76% this year. According to figures for the Thanksgiving shopping weekend, released last week, VISA card volume only increased 12% this year compared to about 20% last year and TeleCheck’s same-store sales were only up 1.0% compared to 4.3% a year ago. Meanwhile the Federal Reserve numbers released Friday shows significant acceleration in auto lending from a 4.5% growth rate last year to 12.5% this year. Overall total consumer credit (short-term and intermediate-term credit extended to individuals exclusive of loans secured by real estate) is growing 10.5% annually, logging in at $1.233 trillion for October. The Federal Reserve also announced Friday it has made technical changes in its estimation procedures to reflect more complete information and to adjust for new seasonal factors. For an expanded data series on FRB consumer data visit www. cardflash.com.

REVOLVING CREDIT HISTORICAL
Oct97 Sep97 Aug97 Jul97 Jun97 May97 Apr97 Mar97 Feb97 Jan97 Oct96
%GRWTH: 8.1 5.8 7.9 9.3 4.2 4.6 6.9 0.5 9.4 14.7 13.1
$OWED: 529.7 526.2 523.6 520.2 516.2 514.3 512.4 509.5 509.3 505.3 490.6
Source: Federal Reserve; revised figures as of 12/05/97

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Sears Credit Head Departs

The president of Sears, Roebuck & Co.’s credit division, Steven Goldstein, resigned Friday to form a privately-held electronic commerce investment firm. Goldstein, who came to Sears during the summer of 1996 after thirteen years at American Express, introduced a number of major changes to Sears credit business, growing the private-label portfolio from $23 billion to $27 billion. Sears immediately announced that CFO Alan Lacy will replace Goldstein as president and that Gary Crittenden will succeed Lacy as CFO.

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Consolidating Edu-Related Card Debt

EduCap Inc. announced Friday the immediate availability to families of a new consolidation loan for education-related debt.

The loan is the only one of its kind in the education financing industry because it allows borrowers (students and/or parents) to consolidate all education related debt — including federal, alternative, campus-based loans and education-related credit card debt.

Applicants can consolidate a minimum of $5,000 up to a maximum of $100,000 in education expenses, including such items as tuition, rent, travel, and computer hardware, software and peripherals. Repayment terms from 20 to 25 years enable the P.L.A.T.O. Consolidation Loan to have a monthly payment that may be as much as 45% lower than the borrower’s total current monthly payments for their individual loans.

Consolidation can take place in four to six weeks, which is a significant reduction when compared to other programs. Families receive a single bill with an affordable monthly payment they can manage.

P.L.A.T.O. loan consultants are available 365 days per year to quickly answer questions and provide loan consolidation guidance. Students and/or parents can receive program details and initiate the loan consolidation by calling 800-GO-PLATO. Financial Aid Administrators in need of program details can call P.L.A.T.O.’s Education Finance Representatives Monday through Friday at 800-263-3527.

The P.L.A.T.O. Consolidation Loan is the most recent in a number of innovative programs offered by P.L.A.T.O. — The Classic Student Loan(R), a well-established educational loan program that has been available to students and their families for more than six years.

Plans for the P.L.A.T.O. Consolidation Loan Program began months ago and are a timely addition to the education financing industry because consumers face reduced availability of and increased problems with government loan consolidation programs.

P.L.A.T.O. loans are a product of EduCap Inc., a nonprofit corporation based in Washington, D.C. EduCap is the nation’s largest provider of credit-based loans for education with more than $1.5 billion provided to nearly 250,000 families and students at more than 5,000 institutions of higher learning.

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Capital One’s Overseas Operations Center

Capital One, a leading credit card issuer with nearly eleven million customers worldwide, announces today the location of its new European Operations Center in Nottingham, UK. The $50m(A) Operations Center will service the needs of its rapidly expanding UK customer base and act as a springboard into continental European markets.

The new Operations Center is scheduled to be up and running by 1999 and will be situated at the former Boots Printing Works in Nottingham city center. However, operations will start in May 1998 in a temporary location near to the permanent building. Capital One plans to employ up to 900 people, the majority being recruited locally.

Nigel Morris, Capital One’s President and Chief Operating Officer said, “As our first Overseas Operations Center, this is a significant milestone for Capital One and clearly indicates that we are committed to developing a major long term presence in the international financial services industry.

“In the US, our growth has been founded on the strategy of investing in the best technology, systems, products — and most importantly — people. This Operations Center will provide an important platform from which Capital One can build an equally successful business in the UK and Europe.

“After considering a number of proposals from other sites in the EU, we selected Nottingham because it has a highly qualified and motivated workforce, an ideal business environment and excellent transport links.”

At today’s announcement, Mrs. Margaret Beckett, President of the Board of Trade said, “I am delighted that Capital One has decided to locate in Nottingham. This is a significant investment for both the East Midlands region and the UK as a whole, underlining as it does Britain’s continuing success in attracting foreign investment. The Government greatly values Capital One’s commitment and I am certain the company will be a fine business partner and an enthusiastic participant in community activities.”

John Finch, Chief Executive of East Midlands Development Company, said, “After eight months of intensive effort from the team and splendid support from our partners across the region, we’re thrilled by the Capital One decision. This world class company will make a huge success of its European venture. It will also strengthen our region’s competence in IT and financial services. We’re convinced it will stimulate further investment.”

Anthony Dunnett, Chief Executive of English Partnerships said, “By focusing on Capital One’s requirements from the outset, English Partnerships is pleased to have played a key role in enabling new life to be brought to an important derelict site in the center of Nottingham.”

Headquartered in Falls Church, Virginia, Capital One Financial Corporation is a holding company whose principal subsidiaries, Capital One Bank and Capital One, F.S.B., offer financial products and services to consumers. Capital One’s subsidiaries collectively had 10.7 million customers and $13.5 billion in managed loans outstanding as of September 30, 1997, and are among the largest providers of MasterCard and Visa credit cards in the United States.

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First American-Deposit Guaranty Merger

Nashville, Tenn.-based First American Corporation (Nasdaq: FATN) and Jackson, Miss.-based Deposit Guaranty Corp. (NYSE: DEP) today announced the signing of a definitive agreement under which Deposit Guaranty will be merged into First American.

E.B. Robinson Jr., chairman and CEO of Deposit Guaranty Corp., said, “Deposit Guaranty sought in a merger partner one who would generate superior value for our shareholders. First American is a financial services provider of the future rather than a bank of the past. First American is further down the road with customer information systems and distribution management than most banks in the country, and we concluded that the fit of the two organizations was excellent. Deposit Guaranty believes both shareholder groups will win in this merger as the enhanced revenue and lower costs of distribution occur in the future.

“We are also excited about the prospects of bringing new value to our customers through the expertise and capabilities First American has in serving small businesses and providing services such as financial planning and investments to customers.”

First American is the top small business lender in Tennessee and ranks second in the nation in annuities sales per dollar of deposits.

Dennis C. Bottorff, chairman and CEO of First American, said, “First American and Deposit Guaranty share common operating philosophies and a very strong commitment to our clients, shareholders, employees and communities. Through this agreement, we are leveraging the joint strengths of First American and Deposit Guaranty to build one of the nation’s best-performing financial institutions. We look forward to combining the strengths of the two institutions to create value, increase revenue and decrease distribution costs in the combined company.”

As part of the transaction, First American will create a $15 million charitable foundation dedicated to supporting the communities Deposit Guaranty services. A board of trustees, led by the chief executive officer of Deposit Guaranty, will administer the foundation.

Robinson will become chief operating officer of First American Corporation, with responsibility for the company’s General Bank (retail) and Corporate Bank operations. Howard L. McMillan Jr., president and chief operating officer of Deposit Guaranty, will be chairman of Deposit Guaranty’s operations. Five members of the current Deposit Guaranty board of directors will become directors of First American Corporation.

Under the terms of the agreement, Deposit Guaranty shareholders will receive, in a tax-free exchange, 1.17 shares of First American common stock for each share of Deposit Guaranty common stock. The value of the transaction is $2.7 billion and represents an exchange value of $64.06 for each common share of Deposit Guaranty stock, based on First American’s closing share price of $54.75 on Friday, Dec. 5. The merger will be accounted for as a pooling-of-interests and is expected to be neutral to earnings in 1998 and 6 percent accretive to First American’s consensus estimate in 1999.

The combined company will have assets of approximately $17.4 billion, deposits of $13 billion and stockholders’ equity of $1.65 billion. It will operate in Tennessee, Mississippi, Louisiana, Arkansas, Virginia and Kentucky and will be the fourth largest financial services institution in the Mid-South region in total assets. Subject to regulatory and stockholder approvals, the transaction is expected to close in the second quarter of 1998.

Deposit Guaranty is a $6.8 billion institution with 171 offices and 195 ATMs in its three-state operating area of Mississippi, Arkansas and Louisiana. Headquartered in Jackson, Miss., the company has approximately 3,500 employees. The corporation is the parent company of Deposit Guaranty National Bank and has mortgage offices in Oklahoma, Nebraska, Texas, Indiana and Iowa. Deposit Guaranty has previously announced plans to acquire Victory Bancshares, with total assets of $118 million, in Memphis, Tenn., which is scheduled to close during the first quarter of 1998.

First American Corporation is a $10.6 billion institution with 169 offices and 440 ATMs in Tennessee, Kentucky and Virginia. First American has approximately 4,200 employees. The corporation is the parent company of First American National Bank, First American Federal Savings Bank and First American Enterprises Inc. Through its 98 percent ownership of INVEST, the company has approximately 1,900 representatives selling mutual funds, annuities and other investment and insurance products in more than 1,000 investment centers throughout the United States.

To the extent that statements in this report relate to the plans, objectives or future performance of First American Corporation and Deposit Guaranty Corp., these statements may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on Management’s current expectations and the current economic environment. Actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. Additional discussion of factors affecting First American’s or Deposit Guaranty’s business and prospects is contained in the company’s periodic filings with the Securities and Exchange Commission.

FIRST AMERICAN CORPORATION
DEPOSIT GUARANTY CORPORATION
December 8, 1997
Deal Summary Fact Sheet

STRUCTURE:
— Pooling of interests
— Tax-free exchange
— Definitive agreement signed
— Due diligence completed

TERMS:
— 1.17 shares of First American common stock for each common share of
Deposit Guaranty
— 19.9% stock option from DEP to FATN
— Deposit Guaranty has the right to terminate the agreement if First
American’s stock price on average for the 20 business days preceding
consummation either:
— (1) Declines by more than 25% or
— (2) Declines by more than 20% and more than 15% relative to a
specified bank index

PRICING: (Based on closing share prices as of Dec. 5, 1997)
— FATN closing price (12/5/97): $54.75
— DEP closing price (12/5/97): $52.38
— Purchase price: $2.7 billion
— Purchase price per share: $64.06
— Price/Book: 4.19x
— Price/1998 EPS consensus: 25.33x
— Pricing compares favorably to recent transactions based on contribution
analysis, implied ROA, price-to-earnings adjusted for synergies and
earnings contribution.

TIMING:
— Expected to close in the second quarter of 1998
— Subject to shareholder (both organizations) and regulatory approvals

ACQUISITION RATIONALE:
— Aids in FATN becoming one of the highest performing, most highly valued
companies in the industry
— Neutral to earnings in 1998; 6% accretive in 1999 (based on IBES
consensus estimates); 10% if earnings from excess capital are included
— 250 – 300 basis point expected increase in ROE
— Expected improvement in productivity
— Opportunity to increase net interest margin
— Low cost source of funds in Mississippi, Louisiana and Arkansas markets
— 32.5% expected synergies (25% cost, 7.5% revenue); fully phased in
during 1999
— Broadened geographic presence
— Opportunity to capitalize on FATN customer profitability and
distribution management technologies

FIRST AMERICAN CORPORATION/DEPOSIT GUARANTY CORPORATION
Fact Sheet

FIRST AMERICAN DEPOSIT GUARANTY

PROFILE: $10.6 billion $6.8 billion
Financial services Financial services company
holding company
Headquartered in Headquartered in
Nashville, Tenn. Jackson, Miss.
Dennis C. Bottorff, E.B. Robinson Jr.,
Chairman & CEO Chairman & CEO
Nasdaq SYMBOL: FATN NYSE SYMBOL: DEP
Stock price: $54.75 Stock price: $52.38 on
on 12/5/97; up 12/5/97; up 69.65 percent
90 percent from $28.81 from $30.88 on 12/31/96
on 12/31/96

HOLDINGS: First American National Bank Deposit Guaranty
National Bank
First American Federal Deposit Guaranty Mortgage
Savings Bank Company
First American Enterprises
INVEST Financial Corp.
(98 percent ownership)
SSI Group (41 percent
ownership)

GROWTH (9/30/96 to 9/30/97):
Revenue: 9 percent growth Revenue: 15 percent growth
Net income: 15 percent Net income: 5.7 percent
growth growth
Avg. loans: 5.5 percent Avg. loans: 11.2 percent
growth growth*
Deposits: 4.3 percent growth Deposits: 12.7 percent
growth*
Loans: 5.5 percent growth Loans: 14.8 percent
growth*
* includes acquisitions

FINANCIAL
PERFORMANCE (3rd Qtr. 1997):
Net income of $37.2 million Net income of
or $.63 per share $23.3 million or $.57 per
share
Quarterly cash dividend Quarterly cash dividend
$.20 per share $.20 per share

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USCS’ New E-Bill Solution

USCS International Inc. (NASDAQ:USCS) today announced that its International Billing Services subsidiary has introduced a new Electronic Billing Solution that offers billers an efficient and cost-effective new option in statement delivery.

With this solution, billers can deliver statements for viewing and payment via their own Web sites or through statement consolidators such as MSFDC, CheckFree, Intuit and others. Billers may also continue to use IBS to process, produce and deliver their paper statements via the U.S. Postal Service.

For billers who elect to display statements on their own Web sites, IBS will use internally-developed software to convert statement data streams into complete, interactive web-based statements. End users will access the biller’s Web site to view full-color HTML versions of their statements — complete with graphics, logos and full billing detail — on their PC screens.

Customers can then securely pay their bills with the touch of a button, using payment services provided by CyberCash, an IBS electronic billing partner. CyberCash’s payment suite includes PayNow Secure Electronic Check and Credit Card Services. PayNow securely processes consumers’ checking account information in a highly encrypted format and allows consumers to write electronic checks.

Checks written with PayNow will appear on consumers’ monthly checking account statements in the same way as debit card transactions.

Billers may also choose to deliver customer statements through electronic bill consolidation services announced by several leading consumer software and financial services companies, including MSFDC, CheckFree, Intuit and others. Such consolidation services seek to assemble several of a consumer’s electronic statements in a single location, so the consumer need access only a single Web site to view and pay multiple bills.

IBS’ internally developed software systems will also be used to channel billing data through such services.

One of IBS’ first Electronic Billing Solution customers is AirTouch Paging. “At AirTouch Paging, we are committed to offering the most advanced communications technologies and the highest levels of customer service. The statements we provide our customers — including the manner in which they receive them — must reflect that position,” said Kevin Broadway, Chief Information Officer for AirTouch Paging.

“Working with IBS has allowed us to expand the options our customers have for receiving and paying their bills, and they appreciate the flexibility we’ve shown in meeting their preferences.” AirTouch Paging is one of the largest paging companies in the U.S. with over 3 million units in service at the end of the third quarter 1997.

IBS has established relationships with each major provider of electronic bill consolidation services and has built interfaces to each service. By using IBS’ solution, billers eliminate the need to initiate, manage and maintain relationships with each of these services who will soon begin marketing directly to consumers.

Through its systems and software interfaces, IBS can dynamically route statements to the appropriate consolidation service depending on which service an individual consumer has chosen to use. The IBS solution is built upon industry standard technologies and open systems platforms that, when appropriate, allow the company to incorporate complementary technologies developed by third parties.

For instance, IBS has harnessed CyberCash’s PayNow internet payment technology to process certain types of electronic payments. The IBS solution will also incorporate Open Financial Exchange server software technology developed by Just-In-Time Solutions.

Additional benefits of IBS’ Electronic Billing Solution include:

— Highly targeted, rules-driven electronic inserts, which enable targeted marketing campaigns; in addition, billers can access real-time statistics on the performance of those inserts, to better evaluate the return they are receiving from their marketing investment

— Links to customer service operations, so exact images of customers’ electronic statements are available to customer service representatives

— Enabling of electronic payments, which eliminates much of the time and expense associated with traditional bill payment methods and eases the bill payment process for the consumers

— Accounts receivable updates

“IBS long ago recognized the cost savings and marketing advantages that electronic statement delivery and payment can offer billers, and we’ve been actively involved in joint development efforts and pilot programs with other leaders in this field to refine our electronic presentment capabilities,” said Randy Lintecum, president of IBS.

“Based on the success of our pilots, and the growing interest consumers have shown in this new technology, we decided the time is right to make this innovative service available to all companies who have a need to generate and send high volumes of statements.

“IBS is dedicated to getting the right bill to the right consumer at the right time, in the right format and through the right delivery service. We are the only statement processing company that can act as a single point of contact for any major company’s billing statement needs — electronic, paper-based or both,” he concluded.

“In today’s increasingly competitive environment, billers who can cost-effectively and efficiently offer their customers true choice in statement delivery and payment formats will have a tremendous advantage,” said Dawne Chandler, vice president of electronic services for IBS.

“At IBS, we are proud of the role we are playing in the launch of this new era of statement delivery and payment. We intend to continue our development efforts so our customers will always have access to the most advanced statement processing solutions.”

International Billing Services is the leading provider of complete statement processing solutions for the communications industry and is a USCS International company. USCS International offers customer management software and statement processing solutions to the global communications marketplace.

In the United States, the company currently serves 58 percent of all cable television subscribers, 39 percent of all cellular telephone subscribers and 11 percent of all landline telephone subscribers. USCS International’s clients include providers of cable television, wireless and landline telephony, direct broadcast satellite and multiple communications services in the United States and 20 other countries.

More information on USCS can be found at [www.uscs.com][1].

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

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TRANZ Enabler Wireless to Launch

U.S. Wireless Data Inc. (OTCBB:USWDA) announced today that it is proceeding with the national launch of its TRANZ(TM) Enabler wireless transactions processing technology.

The company has concluded the initial training of more than 400 GTE Wireless field representatives and GTE Wireless is now able to market the TRANZ Enabler in all 22 of the metropolitan markets in which they maintain CDPD coverage.

U.S. Wireless Data announced in August 1997 a joint marketing and operating agreement with GTE Wireless, the wireless business unit of GTE Corp., to distribute USWD’s TRANZ Enabler wireless credit card processing system using GTE’s cellular CDPD network. USWDA has hired more than 40 sales and marketing representatives across the United States and plans to hire an additional 60 sales representatives over the next four months.

U.S. Wireless Data also disclosed a small sampling of businesses and merchants that have begun clearing their credit card and POS transactions with the U.S. Wireless Data TRANZ Enabler. They include: the Utah Jazz (an NBA franchise), the Dallas Stars (an NHL franchise), the Houston Astrodome, AMPCO Systems Parking, Villanova University, Image Impact (the organizer of the Boston Marathon), Fan Fare Enterprises (an organizer of auto racing events), Will Page Wireless (29 locations, Tampa, Fla.), and the City of Largo, Fla.

Commenting on the national launch, Clyde Casciato, U.S. Wireless Data vice president of Sales and Marketing, commented, “We are extremely encouraged with our progress on all fronts. We were able to complete the GTE Wireless training program in two months, which is three months ahead of our business plan model. The creation of our nationwide marketing team is also ahead of schedule, and I am very enthused with the quality of this team.

“High profile merchants are beginning to choose our wireless POS solutions, and we anticipate that significant companies, including Fortune 100 companies, will be added to our list of clients in the near future. We have executed CDPD air time agreements with GTE Mobile Communications, AT&T Wireless Services and Bell Atlantic/NYNEX Mobile and we are now able to offer our wireless transactions processing solutions in all regions in the continental United States.”

USWD’s proprietary enabling technology, TRANZ Enabler, converts a merchant’s existing dial-up TRANZ VeriFone credit-card terminal into a high-speed wireless terminal. It provides merchants with a faster and more cost efficient way to transact business. The wireless transaction takes three to five seconds, vs. 11 to 20 seconds with a dial-up service.

Going wireless means the merchant no longer needs a dedicated or shared telephone line to carry transaction traffic, thereby eliminating delays, busy signals and the cost to install or pay for monthly telephone service.

U.S. Wireless Data Inc. has developed, tested and is now delivering compelling new proprietary products, programs and standards to the transaction processing and credit card industry which utilize Cellular Digital Packet Data (“CDPD”) wireless networks. USWD delivers the fastest and most cost-effective transaction processing solution to retail merchants in the United States today — wired or wireless.

USWD will generate recurring revenue from every transaction processed by merchants who utilize the company’s CDPD wireless technology. The company’s strategy will be to deploy its technology through marketing and partnership agreements with major cellular phone companies, regional and community banks, select ISOs, and its own sales force.

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The Advanta Tax Advantage

Advanta’s sale of its credit card portfolio to Fleet has been structured to avoid all Federal taxes according to documents filed with the SEC last week. The two key factors of the tax-advantaged transaction is the fact Advanta will retain about 5% of its card portfolio (corporate card accounts) and has established a limited liability corporation with Fleet to accommodate the transfer of the card business. Advanta will hold 1% of the Rhode Island LLC. The net result is: Advanta should avoid all federal taxes on the $500 million premium it is receiving for the $10.9 billion in card loans being transferred to Fleet. Advanta also revealed in its SEC filing that it will pay investment bankers of Bankers Trust about $8.5 million in fees. Advanta chairman Dennis Alter and vice chairman William Rosoff will be paid between $3 million and $5 million in executive compensation while severance negotiations with ex-top executives Pete Hart and Jim Allhusen are continuing. Advanta also noted that all 1,900 jobs, affected by the sale, will be remain intact.

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FV Expands Board

First Virtual Holdings Incorporated (Nasdaq: FVHI), a leader in advanced communications and marketing systems for Internet commerce, today announced the addition of James A. Taylor, Ph.D., to its board of directors. Taylor is senior vice president of enterprise communications and brand development at Gateway 2000, a leading direct marketer of computers.

“The addition of Jim Taylor to our board is an important step in broadening the vision for the future of electronic commerce,” said Lee Stein, chairman and chief executive officer of First Virtual Holdings. “Jim’s expertise in building brand equity and his proven insights into emerging technologies and their markets will be invaluable as we expand our enabling technologies, systems and services for personalized, interactive e-mail marketing.”

Taylor joined Gateway in 1996, after serving as executive managing director at Hill & Knowlton, one of the largest public relations firms in the world. During his tenure at Gateway, he was named “Corporate Advertising Executive of the Year” by The Delany Report and “Marketer of the Year” by Brandweek.

Taylor received his Ph.D. and master’s degrees from Michigan State University and his bachelor’s degree in rhetoric from the University of California at Berkeley. He co-authored the popular book, The 500 Year Delta, an examination of the effects of social change on marketing, business management and social experiences. An accomplished speaker, Taylor has addressed such groups as the National Science Foundation, the American Red Cross and the American Association of Advertising Agencies.

About First Virtual Holdings Incorporated

Founded in 1994, First Virtual Holdings develops and markets leading interactive messaging services for electronic commerce that integrates secure payment processing with intelligent messaging and interactive transactional advertisements. Through the power of e-mail, this platform enables companies to conduct relationship marketing using a sophisticated messaging system that includes interactive transactional advertising banners, special transactional offers, and creative interactive messaging.

The company has its headquarters in San Diego, with research facilities in Ann Arbor, Mich., and data center facilities in Dallas and San Diego. First Virtual Holdings has strategic relationships with First Data Corporation, First USA Paymentech, a subsidiary of Banc One Corp., and GE Capital Corporation.

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