PROSPECTUS
853,710 Shares
Fiserv, Inc.
The Financial Data Services Company
Common Stock
This Prospectus may be used in connection with the distribution of up
to 853,710 shares of Fiserv, Inc. Common Stock, $.01 par value (the "Shares"),
proposed to be disposed of from time to time by the Selling Shareholders named
herein. See "Selling Shareholders". The Company will not receive any of the
proceeds from the sale of the Shares. The expenses of the registration of which
this Prospectus forms a part will be paid by the Company. The Common Stock of
the Company is traded in the NASDAQ National Market System under the symbol
"FISV". On July 29, 1997, the reported closing sale price of the Common Stock
as quoted on the NASDAQ National Market System was $47.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The distribution of the Shares by the Selling Shareholders may be
effected from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the NASDAQ National Market
System (or any exchange on which the Common Stock may then be listed), in
negotiated transactions or otherwise. Sales will be effected at such prices and
for such consideration as may be obtainable from time to time. Commission
expenses and brokerage fees, if any, will be paid individually by the Selling
Shareholders. See "Plan of Distribution".
July 30, 1997
NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY SUCH INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY THE SELLING SHAREHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
---------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
Company's: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed with the Securities and Exchange Commission (the "Commission") on
February 18, 1997; (ii) Periodic Report on Form 8-K dated March 3, 1997 filed
with the Commission; (iii) Quarterly Report on Form 10-Q, filed with the
Commission on April 22, 1997; (iv) Periodic Report on Form 8-K dated June 13,
1997; (v) Form 8 dated June 25, 1997; (vi) Quarterly Report on Form 10-Q, filed
with the Commission on July 22, 1997; and (vii) all other reports filed pursuant
to Section 13(a) or 15(d) of the Exchange Act since December 31, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Prospectus and prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Mr. Charles W. Sprague, Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000.
The Company's headquarters are located at 255 Fiserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000. Fiserv was incorporated as a Delaware
corporation in 1984, and reincorporated as a Wisconsin corporation in 1992. The
terms "Fiserv" and the "Company" as used herein mean Fiserv, Inc. and, unless
the context otherwise requires, its consolidated subsidiaries.
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THE COMPANY
Fiserv, with operations in 75 cities, including 15 cities in Canada,
England and Singapore, is a leading independent provider of financial data
processing systems and related information management services and products to
banks, credit unions, mortgage banks, savings institutions and other financial
intermediaries. These services and products are based primarily on proprietary
software developed by Fiserv and maintained on computers located at data
processing centers throughout the United States. Fiserv is ranked as the
nation's leading data processing provider for banks and savings institutions in
terms of total clients served and is the nation's second leading data processing
provider for credit unions and mortgage banks. Fiserv directly supports account
and transaction processing software systems for approximately 3,383 financial
institutions; maintaining approximately 50 million service bureau accounts.
Fiserv delivers this account and transaction processing in all four of the
traditional delivery modes: service bureau; facilities management; resource
management; and in-house solutions. Fiserv also provides electronic banking
services, which include Automated Teller Machine ("ATM")/Electronic Funds
Transfer ("EFT") services to financial institutions, and processing
approximately 200 million ATM transactions annually. Fiserv also provides check
and share draft remittance and back-office processing to financial institutions,
handling approximately over 3.6 billion prime pass items per year through its
regional item processing centers located in over 45 cities in North America. In
addition, Fiserv provides trust administration services for IRAs and other
retirement plans, and furnishes microcomputer software to financial institutions
for executive information and decision support systems. The total client base
served by Fiserv includes more than 5,000 financial institutions. Fiserv
believes that its focus on customer service and the contractual nature of its
business, combined with its historical renewal experience, provide a high level
of recurring revenues.
Since Fiserv's formation in 1984, it has expanded its operations
through over 60 acquisitions and internally through the growth of existing
clients. From 1988 to 1996, Fiserv's revenues increased from $125.0 million to
$798.3 million, its operating income increased from $15.5 million to $123.6
million and its net income grew from $9.2 million to $61.7 million. During this
period, net income per common and common equivalent share increased from $.33 to
$1.34.
RECENT DEVELOPMENTS
On May 30, 1997, Fiserv completed its previously announced acquisition
of BHC Financial, Inc. ("BHC") pursuant to a stock-for-stock merger under which
Fiserv will acquire all of the outstanding shares of BHC for $33.50 per share.
BHC, based in Philadelphia, provides securities processing and support
services to banks, insurance companies, brokerage firms, money managers and
mutual fund companies. It currently processes approximately 10,000 integrated
trade executions and clearings per day. In 1996, BHC reported revenues of $81.2
million, net income of $18.0 million and earnings per share of $2.69, increases
of 24%, 29% and 39%, respectively, over the previous year's levels.
3
USE OF PROCEEDS
All proceeds from the sale of the Shares to be sold pursuant to this
Prospectus will be for the account of the Selling Shareholders. As a
consequence, the Company will not receive any proceeds from the sale of the
Shares offered by the Selling Shareholders.
DIVIDEND POLICY
The Company has not paid cash dividends on its Common Stock. The
Company intends to retain earnings for use in its business and, therefore, does
not anticipate paying any cash dividends in the foreseeable future. The
Company's existing long-term debt instruments contain provisions limiting the
amount of cash dividends the Company can pay.
SELLING SHAREHOLDERS
The following table sets forth information with respect to the number
of shares of Common Stock beneficially owned by each of the Selling
Shareholders.
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Akers Family Trust
August 1991 564 15 549 --
W. Duane Albert, M.D. 564 15 549 --
Lester H. Amey 858 24 834 --
Robert T. Arnold 4,590 4,590 -0- --
Richard M. Bare 19,236 19,236 -0- --
Wilbur F. Bettis IRA 2,530 71 2,459 --
Vincent G. Bell, Jr. 5,683 5,683 -0- --
Richard L. Bunn 6,338 6,338 -0- --
Vincent Capka 90,000 22,500 67,500 --
Albert J. & Patricia
Clerc 1,355 38 1,317 --
Henry H. Clines 34,810 34,810 -0- --
Bill G. Coker, D.D.S. 1,129 31 1,098 --
Joseph P. Coladonato 2,903 79 2,824 --
Carroll Hood Crouch, Jr. 3,584 3,584 -0- --
4
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Larry R. Cryder 564 564 -0- --
Larry R. Cryder, Trustee
FBO Julie A. Claus 140 140 -0- --
Peter J. DaPuzzo 1,129 1,129 -0- --
Floyd M. & Florence E.
Davis 564 15 549 --
George L. Denton, Jr. 4,371 4,371 -0- --
Lawrence E. Donato 59,372 59,372 -0- --
Inge Estridge 564 564 -0- --
M.N. Estridge, M.D. 2,259 2,259 -0- --
Eldon L. Foltz, M.D. 886 886 -0- --
Robert H. Foulks 9,618 9,618 -0- --
James E. Frazier 281 281 -0- --
Barbara Frey 140 140 -0- --
Frederick Goldberg 846 846 -0- --
Herbert I. Goldberg 2,137 2,137 -0- --
William K. Gumpert 2,824 2,824 -0- --
John F. Hemmer, M.D. 1,344 1,344 -0- --
Charles Hoon 140 140 -0- --
Clayton Hoon 140 140 -0- --
David M. Hoon 140 140 -0- --
H. Stanley Jones 281 281 -0- --
Robert B. Kaplan 26,767 26,767 -0- --
Rachel E. Kehrberg,
Trustee, Rachel E.
Kehrberg 1987 Trust 1,344 1,344 -0- --
Carol L. Kindstrand 819 819 -0- --
Sam T. Knappenberger 3,106 3,106 -0- --
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Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Walter J. Koller 13,814 13,814 -0- --
Gloria C. Mason 1,411 1,411 -0- --
John Keith Mason, M.D. 1,524 1,524 -0- --
Morris L. Miller 25,533 25,533 -0- --
Michael Murphy 8,571 8,571 -0- --
Charles E. Naddaff 9,869 9,869 -0- --
E. Louise Newquist 1,129 1,129 -0- --
Charles Peterson 281 7 274 --
Harold Pierson 1,638 1,638 -0- --
Richard C. Reason 1,615 45 1,570 --
John A. Rumsfeld, M.D. 1,678 31 1,647 --
John W. Saunders, Jr. 6,120 6,120 -0- --
George or Marina
Schreyer, Trustees FBO
The Multilayer
Technology, Inc.
Defined Benefit
Pension Plan 2,903 79 2,824 --
Lincoln Trust Company,
Custodian FBO Carolin
Kay Seibert 281 7 274 --
Dennis K. Senft 564 15 549 --
Charles E. Smith 338 9 329 --
SouthTrust Corporation 219,862 219,862 -0- --
William T. Spane, Jr. 82,154 82,154 -0- --
Ronald P. or Carol A.
Thon, Trustees, Thon,
Inc. Profit Sharing Trust 715 715 -0- --
6
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Ronald P. or Carol A.
Thon, Trustees, Ronald
P. Thon and Carol A.
Thon Revocable Family
Trust dated November
11, 1996 526 526 -0- --
William M. Thon, Trustee,
Carol A. Thon Charitable
Remainder Trust dated
June 17, 1996 176 176 -0- --
William M. Thon, Trustee,
Ronald P. Thon Charitable
Remainder Trust dated
June 17, 1996 176 176 -0- --
William M. Thon 3,904 109 3,795 --
Larry Urbach 364,500 28,200 291,750 --
Urbach Partners, L.P. 307,800 44,550 263,250 --
USAA Investment
Corporation 91,348 91,348 -0- --
Joel F. Walker 281 7 274 --
Jerold Weiner 466,800 72,970 367,050 --
Weiner Partners, L.P. 371,030 26,780 344,250 --
James R. Waller, Jr. 564 15 549 --
Charles Zeigler, M.D. 2,824 79 2,745 --
- ----------
1 Information as of July 1, 1997.
2 Assumes all shares registered herein are sold.
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DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or
by pledgees, donees, transferees or other successors in interest. Such sales may
be made in any one or more transactions (which may involve block transactions)
in the over-the-counter market, on NASDAQ, and any exchange in which the Common
Stock may then be listed, or otherwise in negotiated transactions or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may sell the Shares as
agent or may purchase such Shares as principal and resell them for their own
account pursuant to this prospectus. Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or purchasers of Shares from whom they may act
as agent (which compensation may be in excess of customary commissions).
The Company has informed the Selling Shareholders that the
anti-manipulative rules under the Securities Exchange Act of 1934 (Rules 10b-6
and 10b-7) may apply to their sales of Shares in the market. Also, the Company
has informed the Selling Shareholders of the need for delivery of copies of the
Prospectus in connection with any sale of securities registered hereunder in
accordance with applicable prospectus delivery requirements.
In connection with such sales, the Selling Shareholders and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In order to comply with certain state securities, laws, if applicable,
the Common Stock will not be sold in a particular state unless such securities
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
The validity of the issuance of the shares of the Common Stock offered
hereby will be passed upon for the Company by Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary of the Company. Mr.
Sprague beneficially owns 21,461 shares of Fiserv Common Stock, which number
includes vested but unexercised stock options.
EXPERTS
The financial statements incorporated by reference in this prospectus
from the Company's Annual Report on Form 10-K for the year ended December 31,
1996 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. This Prospectus does not contain all
information set forth in the Registration Statement and the exhibits thereto
which the Company has filed with the Commission under the Securities Act of
1933, as amended (the "Act"), and to which reference is hereby made. Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; Seven World Trade Center, 13th Floor, New York, New York 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates upon
request from the Public Reference Section of the Commission at Room 1024 at 450
Fifth Street, N.W., Washington, D.C. 20549. The Company's registration
statements, proxy statements and other information may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006. The Commission also maintains a website on the
internet at http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") filed
by the Company with the Commission under the Act. This Prospectus does not
contain all of the information included in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the Exhibits
relating thereto for further information with respect to the Company and the
Common Stock offered hereby.
No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any
information or representations not contained in this Prospectus must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy such securities under any
circumstances where such offer of solicitation is unlawful. Neither the delivery
of this Prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.
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