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.
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(Name of Registrant as Specified In Its Charter)
Edward P. Alberts
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(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).
<PAGE>
/ / 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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FIserv, Inc.
255 FIserv Drive
Brookfield, Wisconsin 53045
February 28, 1995
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 30, 1995, in the Corporation's Education Center located on the
second floor.
<PAGE>
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, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 30, 1995
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 30, 1995, 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
1998;
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 1995; and
3. to transact such other business as may properly come before the
meeting.
<PAGE>
The Board of Directors has fixed the close of business on February 13, 1995, 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 28, 1995
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 28, 1995, to the
holders of record as of February 13, 1995, of Common Stock, $.01 par value per
share ("Common Stock"), of FIserv, Inc. (the "Corporation") 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 30, 1995, 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 electing three Directors
to serve for a three-year term expiring in 1998, considering and acting upon a
proposal to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin, as the
independent auditors of the Corporation and subsidiaries for 1995, and
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
elect as Directors for their respective terms the nominees listed on Pages 2 and
3, and to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin, as the
independent auditors of the Corporation and subsidiaries. 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 or persons as the Board
of Directors may recommend.
<PAGE>
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 23, 1995, the Corporation had outstanding and entitled to vote at
the meeting 39,169,713 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 13, 1995, 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, 1994, 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 his
spouse, minor children or other relatives.
NUMBER OF SHARES OF COMMON PERCENT
DIRECTORS AND OFFICERS STOCK BENEFICIALLY OWNED (1) OF CLASS
- ---------------------- ---------------------------- --------
George D. Dalton 569,172 1.4%
Leslie M. Muma 457,602 1.1
Kenneth R. Jensen 333,682 *
Bruce K. Anderson 252,057 *
Gerald J. Levy 19,202 *
L. William Seidman 10,125 *
Thekla R. Shackelford 1,000 *
Roland D. Sullivan 34,348 *
Frank R. Martire 165,375 *
Norman J. Balthasar 225,867 *
All Directors and executive
officers as a group
(15 persons) 2,381,554 5.9
* Less than 1%
(1) Includes 221,259 shares which are subject to outstanding options
which are exercisable within 60 days after December 31, 1994. 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 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, 1995, are as follows:
<PAGE>
NOMINEE FOR A THREE-YEAR TERM EXPIRING IN 1998:
KENNETH R. JENSEN (age 51) 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.
NOMINEE FOR A THREE-YEAR TERM EXPIRING IN 1998:
ROLAND D. SULLIVAN (age 75) 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 Nominees for the Board
of Directors (continued) 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.
NOMINEE FOR A THREE-YEAR TERM EXPIRING IN 1998:
THEKLA R. SHACKELFORD (age 60) 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.
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, 1995, are as follows:
CONTINUING TERM EXPIRING IN 1996:
LESLIE M. MUMA (age 50) has been President and a Director of the Corporation
since it was established in 1984. 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.
Principal Occupation: President and Chief Operating Officer of the
Corporation.
<PAGE>
CONTINUING TERM EXPIRING IN 1996:
GERALD J. LEVY (age 62) 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 the 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 First Re
Insurance.
Principal Occupation: Chairman and Chief Executive Officer of Guaranty Bank,
S.S.B. in Milwaukee, Wisconsin, since 1984.
CONTINUING TERM EXPIRING IN 1997:
GEORGE D. DALTON (age 66) 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 54) 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.
CONTINUING TERM EXPIRING IN 1997:
L. WILLIAM SEIDMAN (age 73) 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: Chairman of the Board of Commac, Inc.; Chief
Commentator for CNBC-TV; and Publisher of Bank Director magazine.
BOARD OF DIRECTORS AND MANAGEMENT COMMITTEE MEETINGS
During the year ended December 31, 1994, there were four regular meetings of
the Corporation's Board of Directors. All of the meetings held by the Board of
Directors were fully attended, except that Mr. Sullivan missed one meeting.
There were also four meetings of the Corporation's Management Committee during
the year, all of which were fully attended.
<PAGE>
Messrs. Anderson, Levy and Seidman received $14,000 each for their services on
the Board of Directors. 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 regularly in conjunction with 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 1994
have been timely filed except for a report relating to the sale by Leslie M.
Muma of 25,000 shares of the Company's common stock.
EXECUTIVE COMPENSATION
The following table sets forth in summary form all compensation, as defined in
regulations of the Securities and Exchange Commission, paid or accrued by the
Corporation and its subsidiaries during each of the three years ended December
31, 1994 to each of its five highest paid executive officers whose aggregate
cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
(a) (b) (c) (d) (e) (i)
---------------------------------------------------
All Other
Compen-
Name and Principal Position Year Salary ($) Bonus ($) Other sation ($) <2>
George D. Dalton 1994 460,000 100,000 <1> 10,260
Chairman of the Board, 1993 390,000 85,000 <1> 16,289
Chief Executive Officer 1992 340,000 85,000 <1> 13,518
Leslie M. Muma 1994 410,000 90,000 <1> 10,260
President, Director, 1993 340,000 80,000 <1> 16,289
Chief Operating Officer 1992 290,000 80,000 <1> 13,518
Kenneth R. Jensen 1994 325,000 80,000 <1> 10,260
Senior Executive Vice 1993 275,000 65,000 <1> 16,289
President, Director, CFO and 1992 245,000 65,000 <1> 13,518
Treasurer
Frank R. Martire 1994 255,000 45,988 <1> 9,120
Management Committee Member 1993 230,000 150,000 <1> 9,214
1992 212,000 100,000 <1> 11,230
Norman J. Balthasar 1994 235,000 31,340 <1> 7,620
Management Committee Member 1993 215,000 15,000 <1> 9,214
1992 195,000 42,530 <1> 11,230
<1> Less than aggregate amount required to be reported
<2> Represents contributions to 401 (k) plan; 1994 is estimated.
<PAGE>
Frank R. Martire (age 47) was named Executive Vice President, Group Leader -
Bank & Credit Union Group on January 1, 1995. He previously had been President
of FIserv Division III since April 1, 1991, and is a member of the Corporation's
Management Committee. From 1983 to 1991, he was associated with Citicorp
Information Resources, Inc., most recently as Chairman.
Norman J. Balthasar (age 48) was named Executive Vice President, Group Leader -
Savings & Community Bank Group on January 1, 1995. He previously had been
President of FIserv Division I since September 1990, and is a member of the
Corporation's Management Committee. From 1984 to 1990 he was associated with
FIserv Tampa, Inc., most recently as President.
OPTION GRANTS IN LAST FISCAL YEAR
The following tables sets forth, with respect to the executive officers named in
the Summary Compensation Table, information with respect to options granted and
exercised during the year ended December 31, 1994 under the Corporation's stock
option plans, together with the number of options outstanding as of December 31,
1994.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Rates of Stock Price
Appreciation for
Individual Grants Option Term <F1>
(a) (b) (c) (d) (e) (f) (g)
-----------------------------------------------------------------------
% of total
options
granted to Exercise
Options employees price Expiration
Name granted in year ($/share) date 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George D. Dalton 65,813 12.41% 20.00 2/18/04 827,796 2,097,724
Leslie M. Muma 57,038 10.75% 20.00 2/18/04 717,424 1,818,029
Kenneth R. Jensen 43,875 8.27% 20.00 2/18/04 551,860 1,398,472
Frank R. Martire 0 0.00%
Norman J. Balthasar 5,850 1.10% 20.00 2/18/04 73,581 186,463
All Shareholders - - - - - not applicable - - - - 469,480,499 1,189,713,899
<FN>
<F1>(1) The amounts in these columns are the result of calculations at the 5%
and 10% rates set by the SEC and are not intended to forecast possible future
appreciation, if any, of the Corporation's stock price.
The Corporation chose not to use an alternative formula for a grant date valuation.
</FN>
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
(a) (b) (c) (d) (e)
Number Value of
of shares Number of unexercised
acquired Value unexercised in-the-money
on realized options at options at
Name exercise ($) year-end year-end ($)
- -----------------------------------------------------------------
George D. Dalton 192,171 1,913,967 Exercisable
127,778 490,705 Unexercisable
Leslie M. Muma 166,690 1,660,120 Exercisable
110,818 425,741 Unexercisable
Kenneth R. Jensen 128,115 1,275,987 Exercisable
85,185 327,138 Unexercisable
Frank R. Martire 123,187 704,342 Exercisable
121,500 587,686 Unexercisable
Norman J. Balthasar 88,266 1,156,377 Exercisable
30,870 283,128 Unexercisable
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
establishing compensation for the Corporation's Chief Executive Officer,
President and Chief Operating Officer and its Senior Executive Vice President
and Chief Financial Officer (the Executives). In so doing, the Committee has
developed and implemented compensation policies and programs which seek to
enhance the long-term profitability of the Corporation, thereby contributing to
the value of shareholders' investment.
In addition to annual cash compensation, the Committee establishes criteria
pursuant to which the Executives may also qualify for the award of options to
acquire the Corporation's common stock at a price equal to market value on the
date of grant. Awards are based 75% on growth in earnings per share (EPS) and
25% on revenue growth. If revenue growth percentage exceeds that for EPS, the
EPS growth percentage will replace revenue growth percentage in determining
awards. The range of growth used to calculate awards is from 10% to 25% and the
maximum annual award to any executive is 100,000 shares.
Based upon the Corporation's superior performance over the past five years when
compared to companies comprising the S&P 500 and its S&P industry group, it
appears that the level of executive compensation is below that which is being
paid to senior executives by other companies in similar businesses.
Committee Members: Bruce K. Anderson, Chairman
Gerald J. Levy
L. William Seidman
Thekla R. Shackelford
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG FISERV, INC.,
S&P 500 INDEX, AND S&P COMPUTER SOFTWARE AND SERVICES INDEX
Computer
MEASUREMENT PERIOD S&P Software &
(FISCAL YEAR COVERED) FISERV, INC. 500 INDEX Services Index
- --------------------- ------------ --------- --------------
MEASUREMENT PT-12/31/89 $100 $100 $100
FYE 12/31/90 $143 $ 97 $ 78
FYE 12/31/91 $260 $126 $119
FYE 12/31/92 $261 $136 $141
FYE 12/31/93 $299 $150 $180
FYE 12/31/94 $334 $152 $213
Assume $100 invested on December 31, 1989, in each of Company Stock, S&P 500
Index and Industry Index and the reinvestment of all dividends paid during the
five-year period ending December 31, 1994.
2. INDEPENDENT AUDITORS
Deloitte & Touche LLP, Milwaukee, Wisconsin, has been proposed for reappointment
as the Corporation's independent auditors for the year ending December 31, 1995,
pursuant to the recommendation of the Board of Directors. A representative of
Deloitte & Touche LLP is expected to be present at the meeting with an
opportunity to make a statement if so desired and to answer appropriate
questions with respect to that firm's audit of the Corporation's financial
statements and records for the year ended December 31, 1994. The Board of
Directors recommends that shareholders vote FOR the proposal.
1995 SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for inclusion
in the Proxy Statement for the 1996 Annual Meeting of Shareholders is expected
to be October 13, 1995.
ANNUAL MEETING
The Annual Report of the Corporation for the year ended December 31, 1994, will
be mailed to each shareholder on or about February 28, 1995. The Corporation's
Annual Report on Form 10-K, filed by the Corporation with the Securities and
Exchange Commission, will be furnished without charge to any person requesting a
copy thereof in writing and stating such person is a beneficial holder of shares
of Common Stock of the Corporation on the record date for the annual meeting of
shareholders.
<PAGE>
Requests and inquiries should be addressed to Mr. Charles W. Sprague.
BY THE ORDER OF THE /S/ CHARLES W. SPRAGUE
BOARD OF DIRECTORS CHARLES W. SPRAGUE
FEBRUARY 28, 1995 SECRETARY
FIserv, Inc.
255 FIserv Drive
Brookfield, WI 53045
PROXY
This proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints George D. Dalton, Leslie M. Muma and Charles W.
Sprague as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares of
Common Stock of FIserv, Inc. (the "Corporation") held of record by the
undersigned on February 13, 1995, at the Annual Meeting of Shareholders to be
held on March 30, 1995, or any adjournment thereof.
1. ELECTION OF THREE DIRECTORS TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 1998:
FOR all nominees and their WITHHOLD AUTHORITY to vote for all
term listed below nominees listed below
(except as written to the contrary
on the line provided)
For a term expiring in 1998: K.R. Jensen, R.L. Sullivan, T.R. Shackelford
_______________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the line provided above.)
2. PROPOSAL TO APPROVE THE REAPPOINTMENT OF Deloitte & Touche LLP, Milwaukee,
Wisconsin, as the independent auditors of the Corporation and subsidiaries for
1995:
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
PLEASE SIGN exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: __________________, 1995 ___________________________________
Please check lower box if appropriate Signature
YES, I WILL ATTEND THE ANNUAL ___________________________________
MEETING ON MARCH 30, 1995 Signature if held jointly
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY
