SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
March 3, 1997
FISERV, INC.
(Exact name of registrant as specified in its charter)
Wisconsin
(State or other jurisdiction of incorporation)
0-14948 39-1506125
(Commission File Number) (IRS Employer Identification No.)
255 Fiserv Drive 53045
Brookfield, Wisconsin (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code
(414) 879-5000
ITEM 7. (C) EXHIBITS.
(1) News release by Fiserv, Inc., dated March 3, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FISERV, INC.
By /S/ EDWARD P. ALBERTS
------------------------
EDWARD P. ALBERTS
Senior Vice President - Finance
Date: March 3, 1997
<PAGE>
For release: March 3, 1997
Fiserv, Inc. Announces Agreement to Acquire BHC Financial, Inc.
a Leading, Independent Provider of Securities Processing and Support
Services to Bank-Affiliated Broker-Dealers
Brookfield, Wisconsin, -- March 3, 1997 -- In a joint announcement made
today, Fiserv, Inc. (NASDAQ:FISV) and BHC Financial, Inc. (NASDAQ:BHCF) have
agreed to a stock-for-stock merger under which Fiserv, Inc. will acquire all of
the outstanding shares of BHC Financial, Inc. for $33.50, subject to receiving
pooling accounting treatment. The exchange ratio will be determined by taking
the average of the closing price of Fiserv, Inc. common stock for the last 20
trading days ending two days prior to closing. The agreement is subject to all
normal conditions to closing including receipt of all necessary regulatory
consents and BHC shareholder approval.
BHC Financial, Inc., through its principal business unit BHC
Securities, Inc. and related subsidiaries, posted 1996 year-end net revenues of
$81.2 million, net income of $18.0 million and earnings per share of $2.69 (on
6,331,000 shares outstanding), an increase of 24%, 29% and 39%, respectively,
over the prior year figures.
BHC Financial, Inc. provides securities processing and support services
to banks, insurance companies, brokerage firms, money managers and mutual fund
companies. On behalf of its clients and over 1,000,000 customer accounts, the
company currently processes approximately 10,000 integrated trade executions and
clearings per day.
"This is a fast-growing market within the financial industry,"
commented George D. Dalton, Chairman and Chief Executive Officer of Fiserv, Inc.
"This transaction is a timely extension for Fiserv to move into the securities
processing business in support of our bank clients that offer a broad array of
investment products and services to their customer base. With the excellent
service reputation and technology platform of BHC Financial, Inc. there is
significant opportunity to broaden its market among Fiserv clients and the
financial services industry. We look forward to our growth together."
BHC Financial, Inc. currently serves a client base that includes
clearing services for 14 of the nation's 50 largest banks. Through subsidiaries,
the company also provides correspondent brokerage services to community banks,
retail discount brokerage services, insurance products and automated order entry
services for a variety of financial institutions.
"The retirement plan processing expertise of the Fiserv Trust Group,
together with the existing retirement products in place at BHC Financial, Inc.,
will give us the foundation we need to continue to grow this business and remain
responsive to our client interests with new products and services," said William
T. Spane, Jr., Chairman, Chief Executive Officer and President of BHC Financial,
Inc. "This will be a dynamic combination of resources offering specialized
talents and customized services in the areas of equity securities, mutual funds,
self-directed 401K accounts, insurance and annuity processing. Together with
Fiserv, we will be well positioned as financial services providers seek
technology partners for their long-term success."
Headquartered in Philadelphia, Pa., the management of the company--
William T. Spane, Jr. along with Lawrence E. Donato, Executive Vice President
and Chief Operating Officer--have both been with BHC Financial, Inc. since its
formation in 1983. With their team of approximately 450 professionals, Spane and
Donato will be a strong addition to the Trust Group of Fiserv subsidiaries.
BHC Securities, Inc., a wholly owned subsidiary of BHC Financial, Inc.
,provides a range of processing and related services through an on-line, real
time computerized order-matching and accounting system that supports all aspects
of a retail brokerage operation. This includes executing and clearing client
transactions, extensions and maintenance of credit to the client's customers,
and daily administration and processing of cash sweeps to money market funds and
deposit accounts.
In addition to traditional processing and support services, BHC
Securities, Inc. provides an array of complementary products and services to new
and existing clients, such as specialized processing for bank and capital
markets departments, mutual fund processing for both load and no load funds,
self-directed retirement plans, equity dividend reinvestment plans, investment
management accounts, mutual fund wrap accounts, customized programming and
annuity processing.
Multiple subsidiaries complement the overall operations. Through
TradeStar Investments, Inc., the company provides discount brokerage services
that include a variety of investment vehicles such as stocks, bonds, options,
tax-free investments, mutual funds, annuities and retirement accounts.
Headquartered in Houston, Texas, the company has branch locations in Scottsdale,
Ariz.; Indianapolis, Ind.; Bryn Mawr, Penn.; and Austin, Dallas, and Fort Worth,
Texas.
BHCM, Inc. provides third-party marketing services to banks that
outsource their annuity and mutual fund sales and compliance efforts. In
addition, BHCM, Inc. through its Investor Services division, provides complete
brokerage services to over 150 community banks and financial organizations.
NetVest, Inc., formed in July of 1995, offers a variety of automated
voice-response, personal computer and Internet products and services to enhance
productivity levels of clients.
The Fiserv Trust Group is the nation's largest provider of independent
trust services for self-directed individual retirement accounts and includes
First Trust Corporation and Lincoln Trust Company, both based in Colorado. The
Trust Group serves more than 311,000 individuals and businesses. Retirement plan
assets administered exceed $18.2 billion.
Fiserv, Inc., headquartered in Brookfield, Wis., is an independent
provider of financial data processing systems and related information management
services and products to more than 5,000 banks, credit unions, mortgage firms
and savings institutions worldwide.
# # #
For more information:
George D. Dalton William T. Spane, Jr. Lawrence E. Donato
Chairman, CEO Chairman, CEO, President Executive Vice President, COO
Fiserv, Inc. BHC Financial, Inc. BHC Financial, Inc.
(414) 879-5011 (215) 636-3000 (215) 636-3000
