BISYS GROUP INC
10-Q/A, 1996-07-08
COMPUTER PROCESSING & DATA PREPARATION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

(Mark One)


[X]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

                                       OR
[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                        Commission file number:  33-45417

                              THE BISYS GROUP, INC.

             (Exact name of registrant as specified in its charter)

               DELAWARE                                13-3532663

 (State or other jurisdiction                      (I.R.S. Employer 
  incorporation or organization)                    Identification No.)

                    150 Clove Road, Little Falls, New Jersey
                                      07424

                    (Address of principal executive offices)
                                   (Zip Code)

                                  201-812-8600

              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12  months (or for  such shorter  period that the  registrant was
required  to  file  such reports),  and  (2)  has been  subject  to  such filing
requirements for the past 90 days.

Yes  X   No ___
    ---

Indicate the  number of shares  outstanding of each  of the issuer's  classes of
common stock, as of the latest practicable date:


                  Class                     Shares Outstanding at June 27, 1996
                                            -----------------------------------

 Common Stock, par value $.02 per share                     24,290,787         
                                                            ----------
                                                               

                       This document contains   5   pages.
                                              -----

                                        1

<PAGE>







                              THE BISYS GROUP, INC.
                              INDEX TO FORM 10-Q/A
                                 AMENDMENT NO. 1



                                                               Page

PART II.  OTHER INFORMATION . . . . . . . . . . . . . . . .     3






                                        2




<PAGE>


                                     PART II



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
           
          Exhibit 27 - Financial Data Schedule




                                        3




<PAGE>






                                   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, thereunto duly authorized.


                              THE BISYS GROUP, INC.


Date: July 3, 1996      By:                                       
      ---------------      -----------------------------------------------------
                            Robert J. McMullan
                            Executive Vice President and Chief Financial Officer
                           (Duly Authorized Officer)







                                        4




<PAGE>



                                   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, thereunto duly authorized.


                              THE BISYS GROUP, INC.


Date: July 3, 1996      By:  /s/ Robert J. McMullan               
     ---------------      ------------------------------------------------------
                            Robert J. McMullan
                            Executive Vice President and Chief Financial Officer
                            (Duly Authorized Officer)


                                       5



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL EXTRACTED FROM FINANCIAL STATEMENTS AS
OF MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENT.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          25,902
<SECURITIES>                                     2,604
<RECEIVABLES>                                   45,580
<ALLOWANCES>                                     1,587
<INVENTORY>                                          0
<CURRENT-ASSETS>                                79,461
<PP&E>                                          40,459
<DEPRECIATION>                                  19,563
<TOTAL-ASSETS>                                 187,327
<CURRENT-LIABILITIES>                           43,540
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           474
<OTHER-SE>                                     142,809
<TOTAL-LIABILITY-AND-EQUITY>                   187,327
<SALES>                                              0
<TOTAL-REVENUES>                               174,138
<CGS>                                                0
<TOTAL-COSTS>                                   91,590
<OTHER-EXPENSES>                                10,416
<LOSS-PROVISION>                                   511
<INTEREST-EXPENSE>                                 510
<INCOME-PRETAX>                                 35,007
<INCOME-TAX>                                    13,291
<INCOME-CONTINUING>                             21,716
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    21,716
<EPS-PRIMARY>                                     0.88
<EPS-DILUTED>                                     0.88
        

</TABLE>


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