SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / /Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 FIserv, Inc. ------------------------------------------------ (Name of Registrant as Specified In Its Charter) Edward P. Alberts ------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- 5) Total fee paid: ----------------------------------------------------------------------- /X/ Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ----------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- 3) Filing Party: ----------------------------------------------------------------------- 4) Date Filed: Fiserv 255 Fiserv Drive Brookfield, Wisconsin 53045 February 27, 1996 To our Shareholders: You are cordially invited to attend the Annual Meeting of Shareholders of FIserv, Inc., which will be held at our Corporate Offices at 10:00 a.m. on Thursday, March 21, 1996, in the Corporation's Education Center located on the second floor. Information about the meeting and the matters on which the shareholders will act is set forth in the formal Notice of Meeting and Proxy Statement on the following pages. Following these matters, management will present a current report on the activities of the Corporation. At the meeting, we will welcome your comments on or inquiries about the business of FIserv that would be of interest to shareholders generally. At your earliest convenience, please review the information on the business to come before the meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND RETURN YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. Thank you for your prompt attention to this matter. Sincerely, /S/ GEORGE D. DALTON George D. Dalton Chairman and Chief Executive Officer Fiserv NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 21, 1996 CUSIP # 337738-10-8 To the Shareholders of FIserv: The Annual Meeting of Shareholders of FIserv, Inc. will be held at the Corporate Offices on Thursday, March 21, 1996, at 10:00 a.m., Central Standard Time, for the following purposes: 1. to elect three Directors to serve for a three-year term expiring in 1999; 2. to consider and act upon a proposal to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin, as the independent auditors of the Corporation and subsidiaries for 1996; 3. to consider and act upon a proposal to adopt an amendment to the Company's Articles of Incorporation increasing the number of authorized shares of the Company's Common Stock from 75,000,000 to 150,000,000; 4. to consider and act upon a proposal to adopt an amendment to the Company's Articles of Incorporation to change the name of the Company from FIserv, Inc. to Fiserv, Inc.; 5. to consider and act upon a proposal to amend and restate the FIserv, Inc. Non-Qualified Stock Option Plan, among other things, to increase the number of shares of Common Stock reserved for issuance under the FIserv, Inc. Stock Option Plan by 4,000,000 shares and to provide for the inclusion of incentive stock options under said Plan; and 6. to transact such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on February 12, 1996, as the record date for determining shareholders entitled to notice of the meeting and to vote. By Order of the Board of Directors /S/ CHARLES W. SPRAGUE Charles W. Sprague Secretary February 27, 1996 YOUR VOTE IS IMPORTANT. THE PROXY STATEMENT IS INCLUDED WITH THIS NOTICE. TO VOTE YOUR STOCK, PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. SHAREHOLDERS ATTENDING THE MEETING MAY WITHDRAW THEIR PROXIES AT ANY TIME PRIOR TO THE EXERCISE THEREOF. PROXY STATEMENT THE PROXY AND SOLICITATION This Proxy Statement is being mailed on or about February 27, 1996, to the holders of record as of February 12, 1996, of Common Stock, $.01 par value per share ("Common Stock"), of FIserv, Inc. (the "Corporation" or the "Company") in connection with the solicitation by the Board of Directors of a Proxy in the enclosed form for the Annual Meeting of Shareholders to be held at the Corporate Offices, 255 Fiserv Drive, Brookfield, Wisconsin 53045, on March 21, 1996, or at any and all adjournments thereof. Pursuant to the Wisconsin Business Corporation Law, a shareholder may revoke a writing appointing a proxy either by giving notice to the Corporation in writing or in open meeting. The cost of soliciting the proxy will be borne by the Corporation. PURPOSES OF ANNUAL MEETING The Annual Meeting has been called for the purposes of (i) electing three Directors to serve for a three-year term expiring in 1999; (ii) considering and acting upon a proposal to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin, as the independent auditors of the Corporation and subsidiaries for 1996; (iii) considering and acting upon a proposal to increase the number of authorized shares of the Corporation's Common Stock from 75,000,000 to 150,000,000; (iv) considering and acting upon a proposal to change the name of the Corporation from FIserv, Inc. to Fiserv, Inc.; (v) considering and acting upon a proposal to amend and restate the FIserv, Inc. Non-Qualified Stock Option Plan, among other things, to increase the number of shares of Common Stock reserved for issuance under the Plan by 4,000,000 shares and to provide for the inclusion of incentive stock options under the Plan; and (vi) transacting such other business as may properly come before the meeting. The persons named as proxies in the enclosed Proxy have been selected by the Board of Directors and will vote shares represented by valid Proxies. They have indicated that, unless otherwise specified in the Proxy, they intend to vote to (i) elect as Directors for their respective terms the nominees listed on Pages 2 and 3; (ii) to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin, as the independent public accountants of the Corporation and subsidiaries for 1996; (iii) to increase the number of authorized shares of the Corporation's Common Stock from 75,000,000 to 150,000,000; (iv) to change the name of the Corporation from FIserv, Inc. to Fiserv, Inc.; and (v) to amend and restate the FIserv, Inc. Non-Qualified Stock Option Plan, among other things, to increase the number of shares of Common Stock reserved for issuance under the Plan by 4,000,000 shares and to provide for the inclusion of incentive stock options under the Plan. All of the nominees for Director are presently members of the Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unable to serve as a Director. In the event, however, of the death or unavailability of any nominee or nominees, the Proxy to vote in favor of the election of such nominee or nominees will be voted for such other person as the Board of Directors may recommend. The Corporation has no knowledge of any other matters to be presented to the meeting. In the event other matters do properly come before the meeting, the persons named in the Proxy will vote in accordance with their judgment on such matters. VOTING SECURITIES As of January 22, 1996, the Corporation had outstanding and entitled to vote at the meeting 44,887,613 shares, of which all are Common Stock. All of these shares are to be voted as a single class, and each of the shares is entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. There are no cumulative voting rights with respect to Common Stock, with the result that holders of a majority of the Common Stock may elect all the Corporation's Directors. The Board of Directors has fixed the close of business on February 12, 1996, as the record date for determining shareholders entitled to notice of the meeting and to vote. The following table sets forth information furnished to the Corporation as of December 31, 1995 with respect to each person known to the Corporation to be the beneficial owner of more than five percent of the Corporation's Common Stock. NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - - -------------------- -------------------- --------- Donald F. Dillon 2,607,473 5.6% 1345 Old Cheney Rd. Lincoln, NE 68512 The shares of Common Stock listed in the foregoing table are owned beneficially with sole voting and investment power. The following table sets forth information furnished to the Corporation as of December 31, 1995, with respect to the beneficial ownership by each Director and nominee, certain named executive officers and by all present Directors and executive officers as a group of the Corporation's Common Stock. Each person on the following table disclaims beneficial ownership of shares owned by one's spouse, minor children or other relatives. DIRECTORS AND NUMBER OF SHARES OF COMMON PERCENT EXECUTIVE OFFICERS STOCK BENEFICIALLY OWNED (1) OF CLASS - - ------------------- ---------------------------- -------- George D. Dalton 499,023 1.1% Leslie M. Muma 457,694 * Donald F. Dillon 2,607,473 5.6 Kenneth R. Jensen 343,299 * Bruce K. Anderson 257,432 * Gerald J. Levy 41,502 * L. William Seidman 15,550 * Thekla R. Shackelford 3,050 * Roland D. Sullivan 37,498 * Frank R. Martire 199,312 * Norman J. Balthasar 237,225 * All Directors and executive officers as a group (15 persons) 5,064,073 10.9% * Less than 1% (1) Includes 232,460 shares which are subject to outstanding options which are exercisable within 60 days after December 31, 1995. The percentages shown assume exercise of such options. Beneficial ownership of each of the shares of Common Stock listed in the foregoing table is comprised of either sole voting power and sole investment power, or voting power and investment power that is shared with the spouse of the Director or Executive Officer. 1. NOMINEES FOR THE BOARD OF DIRECTORS The nominees for election as members of the Board of Directors, with information furnished to the Corporation by them as of January 31, 1996, are as follows: Nominee for three-year term expiring in 1999: LESLIE M. MUMA (age 51) has been a Director of the Corporation since it was established in 1984, and was named Vice Chairman of the Board of Directors in May 1995. From 1971 to 1984, Mr. Muma was the President of one of the Corporation's predecessors, Data Management Resources, Inc., a wholly-owned subsidiary of Freedom Savings & Loan Association, Tampa, Florida. Mr. Muma has over 30 years of data processing experience. He also serves as a Director of MGIC Investment Corporation. Principal Occupation: Vice Chairman of the Board of Directors of the Corporation, President and Chief Operating Officer of the Corporation. Nominee for three-year term expiring in 1999: DONALD F. DILLON (age 55) was named Vice Chairman of the Board of Directors of the Corporation in May 1995. In 1976, Mr. Dillon and an associate founded a turnkey software company--Information Technology, Inc. ("ITI")--which has grown to become a leading national provider of banking software and services. ITI was acquired by FIserv in May 1995, and Mr. Dillon continues in his position as Chairman and President of the ITI organization. From 1966 to 1976, Mr. Dillon was with the National Bank of Commerce in Lincoln, Nebraska, most recently as Senior Vice President heading the bank's Information Management Division. Mr. Dillon has over 29 years of experience in the financial and data processing industries. He also serves as Secretary of the Board of Trustees and Executive Committee Member for Doane College in Crete, Nebraska, and is a Member of the Board of Trustees for the University of Nebraska and a Member of the University of Nebraska's Directors Club. Principal Occupation: Vice Chairman of the Board of Directors of the Corporation; Chairman and President, Information Technology, Inc. Nominee for three-year term expiring in 1999: GERALD J. LEVY (age 63) has been a Director of the Corporation since March 31, 1986. He is known nationally through his involvement in various financial industry memberships and organizations. Mr. Levy is a past Director and Chairman of the United States League of Savings Institutions, and served as Chairman of its Government Affairs Policy Committee. Since 1959, Mr. Levy has served Guaranty Bank in various capacities, including President and Chief Executive Officer from 1973 to the present. He also serves as Director of Guaranty Bank, S.S.B., Guaranty Financial Mutual Holding Corp., and Financial Institution Insurance Group, Ltd. Principal Occupation: Chairman and Chief Executive Officer of Guaranty Bank, S.S.B. in Milwaukee, Wisconsin, since 1984. Continuing Members of the Board of Directors Continuing members of the Board of Directors, with information furnished to the Corporation by them as of January 31, 1996, are as follows: Continuing term expiring in 1997: GEORGE D. DALTON (age 67) has been Chairman of the Board of Directors of the Corporation since it was established in 1984. From 1964 to 1984, Mr. Dalton was President of one of the Corporation's predecessors, First Data Processing, Inc., a subsidiary of First Bank System, Inc. Mr. Dalton has over 40 years of data processing experience. He also serves as a Director of ARI Network Services, Inc. Principal Occupation: Chairman of the Board of Directors, Chief Executive Officer of the Corporation. Continuing term expiring in 1997: BRUCE K. ANDERSON (age 55) has been a Director of the Corporation since it was founded in 1984. Mr. Anderson's background includes working extensively with information technology companies like the Corporation. He also serves as a Director of Comdata Holdings Corporation, Genicom Corporation, Broadway & Seymour, Inc. and several private companies. Principal Occupation: General partner of the sole general partners of numerous Welsh, Carson, Anderson & Stowe partnerships. Mr. Anderson has indicated his intention to resign from the Board of Directors effective March 21, 1996. Continuing term expiring in 1997: L. WILLIAM SEIDMAN (age 74) has been a Director of the Corporation since February 1992. Mr. Seidman became Chairman of the Federal Deposit Insurance Corporation on October 21, 1985, and Chairman of the Resolution Trust Corporation in 1989. He held these positions until October 21, 1991. From 1982 to 1985, he was Dean of the College of Business at Arizona State University, Tempe, Arizona. From 1977 to 1982, he was Vice Chairman and Chief Financial Officer of Phelps Dodge Corporation. Mr. Seidman was President Gerald Ford's Assistant for Economic Affairs from 1974 to 1977. From 1968 to 1974, he was Managing Partner of Seidman & Seidman, Certified Public Accountants. He served as Chairman (1970) and Director of the Detroit Branch of the Federal Reserve Bank of Chicago from 1966 to 1970. He was also Special Assistant for Financial Affairs to Michigan Governor George Romney from 1963 to 1966. Principal Occupation: Chief Commentator for CNBC-TV; and Publisher of Bank Director magazine. Continuing term expiring in 1998: KENNETH R. JENSEN (age 52) has been Executive Vice President, Chief Financial Officer, Treasurer, Assistant Secretary and a Director of the Corporation since it was established in 1984. He became Senior Executive Vice President of the Corporation in 1986. In 1983, Mr. Jensen was Chief Financial Officer of SunGard Data Systems, Inc. (a computer services company). From 1968 to 1982, Mr. Jensen was a founder and Chief Financial Officer of Catallactics Corporation (a financial services company), and from 1974 to 1980 was also Chief Financial Officer of Market Research Corporation of America. Mr. Jensen has over 30 years of experience in the data processing industry. Principal Occupation: Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of the Corporation. Continuing term expiring in 1998: ROLAND D. SULLIVAN (age 76) has been a Director of the Corporation since July 15, 1986. Mr. Sullivan was the Myers Regents Professor of Management at St. Johns University from 1983 to 1990. He has an extensive background in strategic planning and management, and is known throughout the financial industry. From 1938 to 1983, Mr. Sullivan served First Bank System, Inc. in various capacities, including Vice President - Strategic Information Systems and Technology Planning; Executive Vice President of Research and Planning - First Computer Corporation (a subsidiary of First Bank System). Since 1991, Mr. Sullivan has been associated with Sendero Corporation, a wholly owned subsidiary, most recently as Chairman and Chief Executive Officer. As of January 1995, he also serves as Midwest Region Executive, Savings & Community Bank Group of the Corporation. Principal Occupation: Chairman and Chief Executive Officer, Sendero Corporation, and Midwest Region Executive, Savings & Community Bank Group of the Corporation. Continuing term expiring in 1998: THEKLA R. SHACKELFORD (age 61) was appointed a Director of the Corporation in November 1994. Ms. Shackelford is an Educational Consultant and served as President of the national professional association for educational consultants in 1987-88. Prior to that, she was Director of Development of the Buckeye Boys Ranch in Columbus, Ohio. She is currently serving as Chairman of the I KNOW I CAN scholarship board in Columbus and is on the boards of Banc One Corporation, Wendy's International and Sundance Broadcasting, Inc. Ms. Shackelford is the recipient of numerous awards for community service and educational achievements. Principal Occupation: Educational Consultant. BOARD OF DIRECTORS AND MANAGEMENT COMMITTEE MEETINGS During the year ended December 31, 1995, there were four regular meetings of the Corporation's Board of Directors. There were six special meetings of the Corporation's Board of Directors. All of the regular meetings held by the Board of Directors were fully attended, except that Ms. Shackelford was unable to attend one regular meeting. There were also four meetings of the Corporation's Management Committee during the year, all of which were fully attended. During 1995, Messrs. Anderson, Levy and Seidman and Ms. Shackelford received $17,500, $18,500, $18,800 and $17,800, respectively, for their services on the Board of Directors. In addition, Directors who are not executive officers received options to acquire 250 shares of the Company's Common Stock at market price on the date of grant for each regular meeting attended, and 10,000 shares following the 1995 Annual Meeting. There are presently two standing committees of the Board of Directors, the Audit Committee and the Compensation Committee, the members of which consist of all Directors who are not executive officers. Meetings of these committees are held in conjunction with regular meetings of the Board of Directors. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT To the Company's knowledge, all statements of beneficial ownership required to be filed with the Securities and Exchange Commission (the "Commission") in 1995 have been timely filed with the exception of the late filing by Mr. Rockafellow, Executive Vice President, President - First Trust Corporation, of one Form 4 reporting the sale of Common Stock. EXECUTIVE COMPENSATION The following table sets forth in summary form all compensation, as defined in regulations of the Commission, paid or accrued by the Corporation and its subsidiaries during each of the three years ended December 31, 1995 to each of its five highest paid executive officers whose aggregate cash compensation exceeded $100,000.