UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*
SPS Transaction Services, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class Securities)
#845743103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
CUSIP NO. 845743103
13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley, Dean Witter, Discover & Co.
IRS No. 36-3145972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 20,000,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 20,000,000
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 74%
12 TYPE OF REPORTING PERSON* HC
CUSIP NO. 845743103
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13G PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOVUS Credit Services Inc.
IRS No. 36-2517428
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 20,000,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 20,000,000
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 74%
12 TYPE OF REPORTING PERSON* CO
Issuer: SPS Transaction Services, Inc.
CUSIP No.: 845743103
ITEM 1
Item 1(a) Name of Issuer:
SPS Transaction Services, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
2500 Lake Cook Road
Riverwoods, IL 60015
ITEM 2
Item 2(a) Name of Person Filing
(1) Morgan Stanley, Dean Witter, Discover & Co.
(2) NOVUS Credit Services Inc.
Item 2(b) Address of Principal Business Office or, if none, Residence
(1) 1585 Broadway, New York, New York 10036
(2) 2500 Lake Cook Road, Riverwoods, IL 60015
Item 2(c) Citizenship
(1) Delaware
(2) Delaware
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
845743103
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4 OWNERSHIP.
(a) Amount Beneficially Owned
20,000,000
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(b) Percent of Class
74%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 20,000,000
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(ii) shared power to vote or to direct the vote
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(iii) sole power to dispose or to direct the disposition of 20,000,000
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(iv) shared power to dispose or to direct the disposition of
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ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
NOVUS Credit Services Inc. is a wholly-owned subsidiary of Morgan
Stanley, Dean Witter, Discover & Co. ("MSDWD") through which MSDWD
conducts its credit services business.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: June 6, 1997
NOVUS Credit Services Inc.
/s/ Michael J. Hartigan
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Michael J. Hartigan
Vice President, Assistant General Counsel and
Assistant Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: June 6, 1997
Morgan Stanley, Dean Witter, Discover & Co.
/s/ Ronald T. Carman
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Ronald T. Carman
Assistant Secretary
