<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-11(c) or Section 240.14a-12
Fiserv, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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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Notes:
<PAGE>
____
Fiserv.
255 Fiserv Drive
Brookfield, Wisconsin 53045
February 20, 1998
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Fiserv, Inc. (the "Company"), to be held at the Company's corporate offices at
10:00 a.m., Central Standard Time, Tuesday, March 24, 1998, in the Company's
Education Center located on the second floor.
Information about the meeting and the matters on which shareholders will act is
set forth in the accompanying Notice of Meeting and Proxy Statement. Following
action on these matters, management will present a current report on the
activities of the Company. At the meeting, we will welcome your comments on or
inquiries about the business of the Company that would be of interest to
shareholders generally.
At your earliest convenience, please review the information on the business to
come before the meeting.
It is very important that you be represented at the Annual Meeting regardless of
the number of shares you own or whether you are able to attend the Annual
Meeting in person. 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. This will not prevent you from
voting in person, but will ensure that your vote is counted if you are unable to
attend.
Thank you for your prompt attention.
Sincerely,
/s/ George D. Dalton
- --------------------------
George D. Dalton
Chairman,
Chief Executive Officer
<PAGE>
____
Fiserv.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 24, 1998
CUSIP # 337738-10-8
To the Shareholders of Fiserv, Inc.:
The Annual Meeting of Shareholders of Fiserv, Inc. (the "Company") will be held
at the Corporate Offices on Tuesday, March 24, 1998, at 10:00 a.m., Central
Standard Time, for the following purposes, all of which are set forth more
completely in the accompanying Proxy Statement:
1. To elect two Directors to serve for a three-year term expiring in
2001, and in each case until their successors are elected and
qualified;
2. To approve the appointment of Deloitte & Touche LLP, Milwaukee,
Wisconsin, as independent auditors of the Company and its subsidiaries
for the fiscal year ending December 31, 1998; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on February 6, 1998, as
the record date for determining shareholders entitled to notice of and to vote
at the Annual Meeting and at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed in order to permit further solicitation of
proxies by the Company.
By Order of the Board of Directors
/s/ Charles W. Sprague
- ------------------------
Charles W. Sprague
Secretary
February 20, 1998
YOUR VOTE IS IMPORTANT. THE PROXY STATEMENT IS INCLUDED WITH THIS NOTICE. TO
VOTE YOUR SHARES, 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 AS FURTHER DESCRIBED HEREIN.
<PAGE>
PROXY STATEMENT
Solicitation of Proxies
This Proxy Statement is being mailed on or about February 20, 1998, to the
holders of record as of February 6, 1998, of common stock, $.01 par value per
share ("Common Stock"), of Fiserv, Inc. (the "Company") in connection with the
solicitation by the Board of Directors of proxies in the enclosed form for the
Annual Meeting of Shareholders (the "Annual Meeting") to be held at the
Company's offices, 255 Fiserv Drive, Brookfield, Wisconsin 53045, at 10:00 a.m.,
Central Standard Time, on March 24, 1998, and at any and all adjournments or
postponements thereof. Pursuant to the Wisconsin Business Corporation Law, a
shareholder may revoke a writing appointing a proxy either by giving notice to
the Company in writing or in open meeting. Any shareholder giving a proxy has
the power to revoke it at any time before it is exercised by (i) filing with the
Secretary written notice thereof (Charles W. Sprague, Executive Vice President,
General Counsel and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield,
Wisconsin 53045); (ii) submitting a duly-executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of his or
her intention to vote in person.
The cost of solicitation of proxies by mail on behalf of the Board of
Directors will be borne by the Company. Proxies also may be solicited by
personal interview or by telephone, in addition to the use of the mail, by
directors, officers and regular employees of the Company, without additional
compensation therefor. The Company also has made arrangements with brokerage
firms, banks, nominees and other fiduciaries to forward proxy solicitation
materials for shares of Common Stock held of record by the beneficial owners of
such shares. The Company will reimburse such holders for their reasonable out-
of-pocket expenses.
Proxies solicited hereby will be returned to the Board of Directors, and
will be tabulated by inspectors of election designated by the Board of
Directors, who will not be employed by or a director of the Company, or any of
its affiliates.
Purposes of Annual Meeting
The Annual Meeting has been called for the purposes of (i) electing two
Directors to serve for a three-year term expiring in 2001; (ii) approving the
appointment of Deloitte & Touche LLP, Milwaukee, Wisconsin, as the independent
auditors of the Company and its subsidiaries for the fiscal year ending December
31, 1998; and (iii) transacting such other business as may properly come before
the Annual Meeting or any adjournments or postponements thereof.
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 (i) to elect as Directors for their respective terms the nominees noted
herein; and (ii) for approval of the appointment of Deloitte & Touche LLP,
Milwaukee, Wisconsin, as the independent auditors of the Company and its
subsidiaries for the fiscal year ending December 31, 1998. 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
1
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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 Company has no knowledge of any other matters to be presented at the
Annual Meeting. In the event other matters are properly brought before the
Annual Meeting or any adjournments or postponements thereof, the persons named
in the proxy will vote in accordance with their best judgment on such matters.
Voting Securities
The Board of Directors has fixed the close of business on February 6, 1998,
as the record date (the "Voting Record Date") for determining shareholders
entitled to notice of and to vote at the Annual Meeting. On January 30, 1998,
there were 53,746,668 shares of Common Stock outstanding and entitled to vote,
and the Company had no other class of securities outstanding. All of these
shares are to be voted as a single class, and each holder is entitled to one
vote for each share held of record on all matters submitted to a vote of
shareholders. The presence, in person or by proxy, of at least a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting,
shall constitute a quorum for the transaction of business. A quorum being
present, all matters, other than the election of directors, shall require the
affirmative vote of a majority of the total votes cast in person or by proxy in
order to be approved. Directors will be elected by a plurality of votes cast at
the Annual Meeting. Abstentions will be included in the determination of shares
present and voting for purposes of determining whether a quorum exists. Broker
non-votes will not be so included. Neither abstentions nor broker non-votes are
counted in determining whether a proposal has been approved. In the event there
are not sufficient votes for a quorum or to approve or ratify any proposal at
the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed
in order to permit the further solicitation of proxies.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information with respect to the beneficial
ownership of Common Stock as of December 31, 1997 (except as otherwise noted
below) by (i) each shareholder known to the Company to own beneficially more
than 5% of the shares of Common Stock outstanding, as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission (the "Commission"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (ii) each Director and Director nominee of the Company; (iii) each of
the executive officer(s) of the Company appearing in the Summary Compensation
Table below; and (iv) all Directors and executive officers as a group.
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<TABLE>
<CAPTION>
Number of Shares of Options Exercisable
Common Stock Within 60 Days After
Name Beneficially Owned (1)(2) December 31, 1997 Percent of Class*
- ----------------------------------- ------------------------- -------------------- ------------------
<S> <C> <C> <C>
George D. Dalton................... 548,225 49,613 **
Leslie M. Muma..................... 525,563 43,065 **
Donald F. Dillon................... 2,342,151 14,563 4.2%
Kenneth R. Jensen.................. 406,914 33,075 **
Gerald J. Levy..................... 49,677 2,150 **
L. William Seidman................. 25,675 2,150 **
Thekla R. Shackelford.............. 7,750 2,150 **
Roland D. Sullivan................. 47,140 2,050 **
Norman J. Balthasar................ 241,870 8,360 **
All Directors and executive
officers as a group (15 persons).. 4,834,421 186,196 8.7%
</TABLE>
* As of the Voting Record Date.
** Amount represents less than 1% of the total number of shares of Common Stock
outstanding on the Voting Record Date.
(1) Unless otherwise indicated, includes shares of Common Stock held directly by
the individuals as well as by members of such individuals' immediate family
who share the same household, shares held in trust and other indirect forms
of ownership over which shares the individuals exercise sole or shared
voting and/or investment power. Each person on the above table disclaims
beneficial ownership of shares owned by his or her spouse, minor children or
other relatives.
(2) Includes shares which are subject to outstanding options exercisable within
60 days after December 31, 1997, as set forth above.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Matter 1. Election of Directors
The following is a summary of certain information concerning the nominees for
Director and continuing Directors of the Company. There are no family
relationships among any of the directors and/or executive officers of the
Company. No person being nominated as a director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.
Nominees for three-year term expiring in 2001:
Kenneth R. Jensen (age 54) has been Executive Vice President, Chief
Financial Officer, Treasurer, Assistant Secretary and a Director of the Company
since it was established in 1984. He became Senior Executive Vice President of
the Company 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, also was Chief Financial
Officer of Market Research Corporation of America. Mr. Jensen has over 35 years
of experience in the data processing industry.
Principal Occupation: Senior Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary of the
Corporation.
3
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Thekla R. Shackelford (age 63) was appointed a Director of the Company in
1994. Ms. Shackelford is an Educational Consultant and served as President of
the National Professional Association for Education Consultants from 1987-1988.
Prior to 1987, she was Director of Development of the Buckeye Boys Ranch located
in Columbus, Ohio. She currently is serving as Chairman of the I KNOW I CAN
scholarship board in Columbus, Ohio, and is a director of Banc One Corporation
(banking) and Wendy's International, Inc. (restaurants), both located in
Columbus, Ohio. Ms. Shackelford is the recipient of numerous awards for
community service and educational achievements.
Principal Occupation: Educational Consultant.
The affirmative vote of a plurality of the votes cast is required for the
election of directors. Unless otherwise specified, the shares of Common Stock
represented by the proxies solicited hereby will be voted in favor of the above-
described nominees.
The Board of Directors recommends that you vote FOR the election of the
nominees for director.
Information With Respect to Continuing Directors
Continuing terms expiring in 1999:
Leslie M. Muma (age 53) has been a Director of the Company since it was
established in 1984, and was named Vice Chairman of the Board of Directors in
1995. From 1971 to 1984, Mr. Muma was the President of one of the Company'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 (mortgage insurance), Milwaukee, Wisconsin.
Principal Occupation: Vice Chairman of the Board of Directors of the
Company, President and Chief Operating Officer of the
Company.
Gerald J. Levy (age 65) has been a Director of the Company since 1986.
He is known nationally for 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, S.S.B., Milwaukee, Wisconsin, in various capacities, including Chief
Executive Officer from 1973 to the present. He also serves as Director of
Guaranty Bank, S.S.B., Guaranty Financial Mutual Holding Corp., the holding
company of Guaranty Bank, S.S.B., and Republic Mortgage Insurance Company, all
Milwaukee, Wisconsin.
Principal Occupation: Chief Executive Officer of Guaranty Bank, S.S.B.
since 1984.
Donald F. Dillon (age 57) was elected to and named Vice Chairman of
the Board of Directors of the Company in May 1995. In 1976, Mr. Dillon and an
associate founded Information Technology, Inc. ("ITI"), a turnkey software
company, which has grown to become a leading national provider of banking
software and services. ITI was acquired by the Company in May 1995, and Mr.
Dillon continues in his position as Chairman and President of ITI. From 1966 to
1976, Mr. Dillon was with the National Bank of Commerce, Lincoln, Nebraska, and
4
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served most recently as Senior Vice President - Information Management Division.
Mr. Dillon has over 30 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
Company, Chairman and President, ITI.
Continuing terms expiring in 2000:
George D. Dalton (age 69) has been Chairman of the Board of Directors since
it was established in 1984. From 1964 to 1984, Mr. Dalton was President of one
of the Company'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. (sales
network software), Milwaukee, Wisconsin, and APAC TeleServices, Inc.
(telemarketing), Deerfield, Illinois.
Principal Occupation: Chairman of the Board of Directors and Chief
Executive Officer of the Company.
L. William Seidman (age 76) has been a Director of the Company since 1992.
Mr. Seidman became Chairman of the Federal Deposit Insurance Corporation in
October 1985 and Chairman of the Resolution Trust Company in 1989, and held
such positions until October 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 in 1970
and Director of the Detroit Branch of the Federal Reserve Bank of Chicago from
1966 to 1970. He also was Special Assistant for Financial Affairs to Michigan
Governor George Romney from 1963 to 1966.
Principal Occupation: Chief Commentator for CNBC-TV, Publisher
of Bank Director Magazine and Industry Consultant.
5
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Matter 2. Appointment of Auditors
The Company's independent auditors for the fiscal year ended December 31,
1997, were Deloitte & Touche LLP, Milwaukee, Wisconsin. The Board of Directors
of the Company has recommended that Deloitte & Touche LLP be reappointed to
perform the audit of the Company's financial statements for the fiscal year
ending December 31, 1998. 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 Company's financial statements and records for the fiscal year ended
December 31, 1997.
The affirmative vote of a majority of the shares represented, in person or
by proxy, at the Annual Meeting is required for approval of the appointment of
Deloitte & Touche LLP as the Company's independent auditors. Although
shareholders are not legally required to approve the appointment of the
Company's auditors, the Company nonetheless has traditionally permitted
shareholders to approve the appointment. In the event this proposal is not
approved, the Board of Directors will re-evaluate its recommendation. Unless
otherwise specified, the shares of Common Stock represented by the proxies
solicited hereby will be voted in favor of the above proposal.
The Board of Directors recommends that shareholders vote FOR the proposal
to reappoint Deloitte & Touche LLP as the Company's independent auditors.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors held four regular meetings during fiscal 1997.
During fiscal 1997, each director attended at least 75% of the meetings of the
Board of Directors and committees of the Board of Directors ("Committees") held
during his or her tenure as a director or Committee member. The Board of
Directors has standing Compensation and Audit Committees.
The Compensation Committee evaluates the performance of the Company's
executive officers, approves executive officer compensation and reviews
management's recommendations as to the compensation of other key personnel, acts
as the nominating committee for officers and directors and makes recommendations
to the Board of Directors regarding the types, methods and levels of director
compensation, administers the compensation plans for the officers, directors and
key employees, and discharges certain other responsibilities of the Board of
Directors when so instructed by the Board. The members of the Compensation
Committee are Messrs. Levy (Chairman) and Seidman, and Ms. Shackelford. The
Compensation Committee held one meeting during the year ended December 31, 1997.
The Audit Committee reviews the scope and timing of the audit of the
Company's financial statements by the Company's independent public accountants
and reviews with these accountants the Company's management policies and
procedures with respect to auditing and accounting controls. The Audit Committee
also reviews with the independent accountants the financial statements,
auditor's reports and management letter of the independent accountants.
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The Audit Committee reviews and evaluates Conflict of Interest statements and
discharges certain other responsibilities of the Board of Directors when so
instructed by the Board of Directors. The members of the Audit Committee are
Messrs. Levy (Chairman) and Seidman, and Ms. Shackelford. The Audit Committee
held four meetings during the fiscal year ended December 31, 1997.
Compensation of Directors
Directors who are officers or employees of the Company receive no
compensation for service as members of the Board of Directors of the Company or
for service on committees of the Board of Directors. A director who is not an
officer or employee of the Company receives an annual fee of $12,000 for service
on the Board of Directors of the Company, plus $1,000 for attendance at Board of
Director meetings. In addition, each outside director is granted options to
acquire, at fair market value, 10,000 shares of common stock of the company upon
election to each new three-year term and options on 250 shares for attendance at
Board of Director meetings. The options granted may be exercised 20% per year
and expire 10 years from the date of the award.
Compensation of Executive Officers
The following table sets forth in summary form all compensation, as defined
in regulations of the Commission, paid or accrued by the Company and its
subsidiaries during each of the three years ended December 31, 1997, to the
Company's Chief Executive Officer and the next four highest paid executive
officers whose total annual salary and bonus for the fiscal year ended December
31, 1997, exceeded $100,000.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation(3) ------------------
--------------------- Number of Shares All Other
Name and Principal Position Year Salary(1) Bonus(2) Subject to Options Compensation(4)
- --------------------------- ---- --------- -------- ------------------ ---------------
<S> <C> <C> <C> <C> <C>
George D. Dalton 1997 $600,000 $170,000 58,725 $12,750
Chairman of the Board, Chief Executive 1996 560,000 90,000 61,763 12,000
Officer 1995 525,000 90,000 61,763 11,145
Leslie M. Muma 1997 535,000 150,000 50,963 12,750
Vice Chairman of the Board, President, 1996 500,000 50,000 53,663 12,000
Chief Operating Officer 1995 475,000 80,000 53,663 11,145
Donald F. Dillon(5) 1997 300,000 270,000 45,056 12,750
Vice Chairman of the Board, Chairman and 1996 208,800 203,000 27,759 12,000
President of Information Technology, Inc. 1995 191,800 200,000 -- --
Kenneth R. Jensen 1997 415,000 80,000 39,150 12,750
Senior Executive Vice President, Chief 1996 395,000 75,000 41,175 12,000
Financial Officer 1995 370,000 60,000 41,175 11,145
Norman J. Balthasar 1997 300,000 97,000 20,750 12,750
Corporate Executive Vice President, 1996 270,000 60,000 8,600 12,000
President-Savings and Community Bank Group 1995 255,000 67,000 6,600 11,145
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes compensation earned and deferred by the named executive officers
in each of the fiscal years indicated.
(2) Bonus payments are discretionary.
(3) Perquisites provided to the named executive officers by the Company did not
exceed the lesser of $50,000 or 10% of each named executive officer's total
annual salary and bonus during the fiscal years indicated, and accordingly,
are not included.
(4) Amounts shown in this column represent the Company's contributions on
behalf of the named executive officers under the Company's 401(k) Plan for
the fiscal years ended December 31, 1995 and 1996. The amount shown for
fiscal 1997 is estimated.
(5) Information Technology, Inc. was acquired by the Company on May 17, 1995.
Amounts shown for 1995 represent annualized salary amounts.
The following table sets forth certain information concerning individual
grants of stock options to those individuals listed in the Summary Compensation
Table during the fiscal year ended December 31, 1997.
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OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed Rates
% of Total of Stock Price
Options Appreciation
Granted to Exercise for Option Term(3)
Options Employees in Price Expiration ------------------------
Name Granted(1) Fiscal Year(2) ($/Sh) Date 5% 10%
- ------------------- ---------- -------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
George D. Dalton 58,725 8.5 36.00 2/27/07 $1,329,546 $3,369,331
Leslie M. Muma 50,963 7.4 36.00 2/27/07 1,153,813 2,923,988
Donald F. Dillon 45,056 6.5 36.00 2/27/07 1,020,077 2,585,076
Kenneth R. Jensen 39,150 5.7 36.00 2/27/07 886,364 2,246,221
Norman J. Balthasar 20,750 3.0 36.00 2/27/07 469,784 1,190,526
</TABLE>
(1) The Company's Stock Option Plan provides for grants of Common Stock to
employees and directors. In general, the options are granted with an option
price not less than the fair market value of the underlying shares on the
date of grant, with 20% of the options becoming exercisable annually and
expiring five to 10 years from the date of the grant.
(2) Options to purchase 689,000 shares of Common Stock were granted to
employees under the Company's stock option plan during the fiscal year
ended December 31, 1997.
(3) Amount shown represents the potential realizable value, net of the option
exercise price, assuming that the underlying market price of the Common
Stock appreciates in value from the date of grant to the end of the option
term at annualized rates of 5% and 10%. These amounts represent certain
assumed rates of appreciation only. Actual gains, if any, on stock option
exercises are dependent upon the future performance of the Common Stock and
overall market conditions. There can be no assurance that the amounts
reflected in this table will be achieved.
The following table sets forth certain information concerning the exercise
of stock options granted under the Company's stock option plans by each of the
executive officers named in the Summary Compensation Table during the fiscal
year ended December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Number of Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End(1)
Acquired Value ---------------------------- ----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George D. Dalton 0 0 252,720 121,906 $7,236,925 $2,364,936
Leslie M. Muma 0 0 272,919 105,841 8,401,848 2,053,310
Donald F. Dillon 0 0 20,115 52,700 325,077 783,295
Kenneth R. Jensen 0 0 209,655 81,270 6,438,634 1,189,343
Norman J. Balthasar 0 0 117,704 25,570 4,418,113 420,161
</TABLE>
(1) The value of Unexercised In-the-Money Options is based upon the difference
between the fair market value of the stock options and the exercise price
of the options at December 31, 1997.
9
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Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for
establishing compensation for the Company's Chairman and Chief Executive
Officer, Vice Chairman and Chief Operating Officer, Vice Chairman and President
of Information Technology, Inc. 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 Company, 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 Company'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 the revenue growth percentage exceeds that for EPS, the EPS
growth percentage will replace the revenue growth percentage in determining
awards. The minimum growth required to earn awards is 10% and the maximum annual
award to any executive is 300,000 shares.
Mr. Dalton's 1997 Compensation. Compensation for the Chief Executive
Officer aligns with the philosophy and practices discussed above for the other
senior executive officers. At the beginning of each year, the Compensation
Committee sets a target bonus amount for the Chief Executive Officer. For 1997,
as in 1996, Mr. Dalton's performance goals were established based on strategic
and financial measurements, including a target level of earnings per share and
implementation of the Company's acquisition and internal growth strategies. Of
these factors, the Company's target level of earnings per share carried a
significantly greater weight than the aggregate weight assigned to the remaining
factors. Based on the evaluation, the Compensation Committee awarded an
incentive payment of 28% of Mr. Dalton's compensation level for 1997.
The Compensation Committee awarded Mr. Dalton stock options in accordance
with the criteria described above for other senior executives.
Based upon the Company's 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 commensurate with that which is being
paid to senior executives by other companies in similar businesses.
Committee Members: Gerald J. Levy, Chairman
L. William Seidman
Thekla R. Shackelford
10
<PAGE>
Stock Price Performance Graphs
The first graph on the following page compares the cumulative total return
during the period 1993-97 for the Company's Common Stock, the S&P 500 Index and
the NASDAQ Computer and Data Processing Services Index (the "NASDAQ Industry
Index"). The second graph on the following page compares the cumulative total
return during the same period for the Company's Common Stock, the S&P 500 Index
and the S&P Computers (Software and Services) Index.
In past Proxy Statements, the Company has compared its stock price
performance to the S&P Computers (Software and Services) Index. Upon review of
the companies included in the S&P Computers (Software and Services) Index and
the NASDAQ Industry Index, the Company has concluded that the NASDAQ Industry
Index includes additional industry-specific data processing and computer
services companies that are more closely aligned with the Company's business and
should provide a more meaningful benchmark for comparison with the Company's
stock price performance. As a result, in future Proxy Statements the Company
will use the NASDAQ Industry Index (first graph) for comparison purposes.
Each of the following graphs assumes $100 invested on December 31, 1992, in
each of Company Common Stock, S&P 500 Index, S&P Computers (Software and
Services) Index, NASDAQ Computer and Data Processing Services Index and
reinvestment of all dividends paid during the five-year period ending December
31, 1997.
11
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
FISERV, INC., S&P 500 INDEX AND
NASDAQ COMPUTER AND DATA PROCESSING SERVICES INDEX
(Assumes initial investment of $100 and reinvestment of dividends.)
[Performance Graph Appears Here]
[Plot Points for Graph]
<TABLE>
<CAPTION>
NASDAQ Computer &
Measurement period Data Processing
(Fiscal Year Covered) Fiserv, Inc. S&P 500 Index Services Index
<S> <C> <C> <C>
Measurement point-
12/31/92 $100 $100 $100
12/31/93 $114 $110 $106
12/31/94 $128 $112 $129
12/31/95 $178 $153 $196
12/31/96 $218 $189 $242
12/31/97 $292 $252 $297
</TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
FISERV, INC., S&P 500 INDEX AND
S&P COMPUTERS (SOFTWARE AND SERVICES) INDEX
(Assumes initial investment of $100 and reinvestment of dividends.)
[Performance Graph Appears Here]
[Plot Points for Graph]
<TABLE>
<CAPTION>
S&P Computer
Measurement period (Software &
(Fiscal Year Covered) Fiserv, Inc. S&P 500 Index Services) Index
<S> <C> <C> <C>
Measurement point-
12/31/92 $100 $100 $100
12/31/93 $114 $110 $128
12/31/94 $128 $112 $151
12/31/95 $178 $153 $212
12/31/96 $218 $189 $330
12/31/97 $292 $252 $459
</TABLE>
12
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons owning in excess of 10% of the shares of the Common Stock
outstanding to file reports of ownership and changes in ownership with the
Commission. Officers, directors and 10% shareholders are also required to
furnish the Company with copies of all Section 16(a) forms they file.
Based upon a review of the information furnished to the Company, the
Company believes that during the fiscal year ended December 31, 1997, its
officers and directors complied with all applicable Section 16(a) filing
requirements.
Shareholder Proposals for the 1999 Annual Meeting
Any proposal which a shareholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of shareholders,
which is scheduled to be held in March 1999, must be received at the corporate
offices of the Company, 255 Fiserv Drive, Brookfield, Wisconsin 53045,
Attention: Charles W. Sprague, Executive Vice President, General Counsel and
Secretary, no later than October 23, 1998. If such proposal is in compliance
with Rule 14a-8 under the Exchange Act, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
shareholders. It is urged that any such proposals be sent certified mail, return
receipt requested.
Annual Report
The Annual Report of the Company for the fiscal year ended December 31,
1997, will be mailed to each shareholder on or about February 20, 1998. The
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, filed by the Company with the SEC, 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 Company on the record date
for the Annual Meeting.
Requests and inquiries should be addressed to Charles W. Sprague.
By Order of the Board of Directors,
/s/ Charles W. Spraque
-----------------------------------
Charles W. Sprague
Secretary
Brookfield, Wisconsin
February 20, 1998
13
<PAGE>
____
Fiserv.
255 Fiserv Drive
Brookfield, Wisconsin 53045
<PAGE>
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
(414) 879-5000
Fiserv, Inc. is located in the Brookfield Lakes Corporate Center. It is
approximately 25 minutes from Milwaukee General Mitchell International Airport
and 20 minutes from downtown Milwaukee.
From Chicago, go north on I-94 to Milwaukee. After entering Wisconsin, you will
pass through Racine and Kenosha. Approaching Milwaukee, watch for the I-894
bypass. This is a left lane exit. After approximately nine miles, this bypass
runs back into I-94; take the left lane exit for I-94 to Madison. The second
exit, approximately 3 miles, is Moorland Road north.
From Milwaukee's Mitchell International Airport, take I-94 north to Milwaukee.
As you approach Milwaukee, take I-894 (bypass). This is a left lane exit.
After approximately nine miles, this bypass runs back into I-94; take the left
lane exit for I-94 to Madison. The second exit, approximately 3 miles, is
Moorland Road north.
From Moorland Road, go north approximately 3/4 mile (two stoplights) to
Bluemound Road/Highway 18. Turn left (west) on Bluemound Road and continue
approximately 1-1/2 miles (four stoplights), turning left at the stoplight into
the entrance to Brookfield Lakes Corporate Center (you will see the Wyndham
Gardens Hotel at this entrance).
Traveling from the west, exit I-94 at Bluemound Road/Highway 18. Go east on
Bluemound Road approximately 1-1/2 miles (six stoplights), turning right at the
stoplight into the entrance to Brookfield Lakes Corporate Center.
Once inside Brookfield Lakes, take Corporate Drive approximately 1/4 mile to
Fiserv Drive and turn right. Fiserv Drive leads directly to the Fiserv
headquarters.
[Map goes here]
<PAGE>
EXHIBIT 99.1
Fiserv, Inc.
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 6, 1998, at the Annual Meeting of Shareholders to be
held on March 24,1998, or any adjournment thereof.
1. ELECTION OF TWO DIRECTORS TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2001:
[_] FOR all nominees and their term listed below
(except as written to the contrary on the line provided)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
For a term expiring in 2001: K.R. Jensen & 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 1998:
[_] 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.
DATED: ______________, 1998 _______________________________
Please check lower box if appropriate Signature
[_] YES, I WILL ATTEND THE ANNUAL _______________________________
MEETING ON MARCH 24, 1998 Signature if held jointly
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.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY
