BISYS GROUP INC, S-3, 1998-09-30

BISYS GROUP INC
S-3, 1998-09-30
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE> 1
As filed with the Securities and Exchange Commission on September __, 1998
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------
THE BISYS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3532663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY 07424
(973) 812-8600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

KEVIN J. DELL, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE BISYS GROUP, INC.
150 CLOVE ROAD
LITTLE FALLS, NEW JERSEY 07424
(973) 812-8600

(Name, address, including zip code, and telephone number, including area code,
of agent for service) Copies to:

STEWART E. LAVEY, ESQ.
SHANLEY & FISHER, P.C.
131 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07962
(973) 285-1000
-----------------

Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

COVER CONTINUED ON NEXT PAGE

<PAGE> 2

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRA-
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) TION FEE
- ---------- ------------- -------- -------- --------

<S> <C> <C> <C> <C>
Common 968,202 $43.28125 $41,904,993 $12,362
Stock, $0.02 shares
par value
(including
Common Stock
purchase
rights)(3)
</TABLE>

- --------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable in connection with the shares registered hereby by
reasons of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that results in an
increase in the number of the Company's outstanding shares of Common Stock.

(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon a price of $43.28125 per share,
which was the average of the high and low sale prices of Common Stock reported
on the Nasdaq National Market on September 25, 1998.

(3) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

<PAGE> 3

SUBJECT TO COMPLETION DATED SEPTEMBER __, 1998

PROSPECTUS
THE BISYS GROUP, INC.

968,202 SHARES OF COMMON STOCK

This Prospectus relates to the sale of up to 968,202 shares (the
"Shares") of the common stock, $.02 par value ("Common Stock"), of The BISYS
Group, Inc. ("BISYS" or the "Company") offered hereby for the accounts of the
selling stockholders set forth herein (the "Selling Stockholders"). The Selling
Stockholders acquired the Shares in connection with the Company's acquisition of
Greenway Corporation ("Greenway") by merger (the "Greenway Merger"). See
"Selling Stockholders". The Company is registering the Shares at its expense
(other than any selling commissions) pursuant to certain registration rights
granted by the Company to the Selling Stockholders. See "Selling Stockholders".

SEE "RISK FACTORS", BEGINNING ON PAGE 8 OF THIS PROSPECTUS, FOR
INFORMATION WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The Selling Stockholders may sell the Shares from time to time to or
through underwriters or broker-dealers in open market transactions on the Nasdaq
National Market or in privately negotiated transactions at market prices
prevailing at the time of sale or at negotiated prices. Whether or not any such
sale will be made and the timing and amount of any such sale are within the sole
discretion of the Selling Stockholders. See "Plan of Distribution". The Company
will not receive any of the proceeds from the sale of the Shares. See "Use of
Proceeds". The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").

Certain persons who sell Shares covered by this Prospectus, and any
broker or dealer to or through whom any such person sells Shares, may be deemed
to be underwriters within the meaning of the Securities Act with respect to the
sale of such Shares.

Common Stock is quoted on the Nasdaq National Market under the symbol
"BSYS". The last per share sale price of Common Stock as reported on the Nasdaq
National Market on September 25, 1998 was $43-1/2.

The date of this Prospectus is , 1998.

<PAGE> 4

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

<PAGE> 5

No dealer, salesman, or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offering contained herein, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or any Selling Stockholder. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.

TABLE OF CONTENTS

Page

Available Information.................................................... 6

Documents Incorporated By Reference...................................... 7

The Company.............................................................. 8

Risk Factors............................................................. 9

Use of Proceeds.......................................................... 12

Price Range of Common Stock.............................................. 13

Selling Stockholders..................................................... 13

Plan of Distribution..................................................... 17

Legal Matters............................................................ 18

Experts.................................................................. 19

<PAGE> 6

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices at Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such materials are also available through the Commission's web site located at
HTTP://www.sec.gov. Reports, proxy statements and other information concerning
the Company may be inspected at the offices of the National Association of
Securities Dealers, Inc. located at 1735 K Street, N.W., Washington, D.C. 20006.

This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act
with respect to the Shares offered and sold hereby. As permitted by the rules
and regulations of the Commission, the Prospectus omits certain information
contained in the Registration Statement, and reference is made to the
Registration Statement and the exhibits thereto for further information with
respect to the Company and the Shares offered hereby. Statements herein
contained concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained, upon payment of the fee prescribed by the Commission, or
may be examined without charge at the public reference facilities of the
Commission described above.

<PAGE> 7

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:

(i) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998, as amended;

(ii) The Company's Current Report on Form 8-K for the date September
16, 1998; and

(iii) The description of Common Stock and purchase rights for shares of
Common Stock associated with Common Stock set forth in the Company's
registration statements on Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act and any amendment or report filed for the purpose
of updating such descriptions.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
completion of the offering being made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference herein, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for such
copies should be directed to The BISYS Group, Inc., 150 Clove Road, Little
Falls, New Jersey 07424, Attention: Secretary, (telephone 973-812-8600).

<PAGE> 8

THE COMPANY

The BISYS Group, Inc. and its wholly-owned subsidiaries ("BISYS" or the
"Company") supports more than 9,000 financial institutions and corporate clients
through its integrated business units. The Company provides technology
outsourcing, check imaging applications, and brokerage services to more than
1,000 financial institutions nationwide; distributes and administers over 60
families of mutual funds consisting of more than 900 portfolios; provides
retirement plan record keeping services to over 6,500 companies in partnership
with 30 of the nation's leading bank and investment management companies; and
provides insurance distribution solutions, internet/telephone marketing,
enterprise-wide networking services, and loan/deposit product pricing research.

BISYS seeks to be the single source of all relevant outsourcing
solutions for its clients and to improve their performance, profitability
and competitive position. BISYS endeavors to expand the scope of its services
through focused account management, emphasizing services with recurring revenues
and long-term contracts. BISYS increases its business base principally through
(i) direct sales to new clients, (ii) sales of additional products and services
to existing clients, and (iii) acquisitions of businesses that provide
complementary outsourcing solutions to financial organizations and other
customers.

BISYS was organized in August 1989 to acquire certain banking and
thrift data processing operations of Automatic Data Processing, Inc. ("ADP").
BISYS' traditional business was established in 1966 by United Data Processing,
Inc., the predecessor of the banking and thrift data processing operations of
ADP. Together with its predecessors, BISYS has been providing outsourcing
solutions to the financial services industry for more than 30 years.

The BISYS Group, Inc. is incorporated under the laws of the State of
Delaware and has its principal executive offices at 150 Clove Road, Little
Falls, New Jersey 07424 (telephone (973) 812-8600). Unless the context otherwise
requires, the term the "Company" refers to The BISYS Group, Inc. and its
consolidated subsidiaries.

<PAGE> 9

RISK FACTORS

Prospective investors should carefully consider the following
investment considerations together with the other information contained in this
Prospectus regarding the Company and its business before purchasing the Shares
of Common Stock offered hereby.

THE GLASS-STEAGALL ACT

The Glass-Steagall Act, among other things, prohibits banks from
engaging in the underwriting, public sale or principal distribution of and
dealing in securities. Bank holding companies (either directly or through their
bank or non-bank subsidiaries), however, are generally permitted to purchase and
sell securities, as agent, upon the order and for the account of their
customers. Federal bank regulatory agencies, including the Office of the
Comptroller of the Currency, have, by regulatory interpretations, allowed banks
to provide a wide variety of services to mutual funds, including investment
advisory, administrative, stockholder servicing, custodial and transfer agency
services. If current restrictions under the Glass-Steagall Act were further
relaxed and banks were authorized to organize, sponsor and distribute shares of
an investment company, it is possible that the bank clients of BISYS Fund
Services would consider the possibility of performing some or all of the
services currently provided by the Company. Should such an event occur, it could
have a material adverse impact on the Company's business and results of
operations.

REGULATION

Certain aspects of the Company's businesses are affected by federal and
state regulation which, depending on the nature of any noncompliance, may result
in the suspension or revocation of licenses or registrations, including
broker/dealer licenses and registrations, as well as the imposition of civil
fines and criminal penalties.

Certain of the Company's subsidiaries are registered as broker-dealers
with the Commission. Much of the federal regulation of broker-dealers has been
delegated to self-regulatory organizations, principally the National Association
of Securities Dealers, Inc. and the national securities exchanges.
Broker-dealers are subject to regulation which covers all aspects of the
securities business, including sales methods, trading practices, use and
safekeeping of customers' funds and securities, capital structure, recordkeeping
and the conduct of directors, officers and employees. Additional legislation,
changes in rules and regulations promulgated by the Commission, the Municipal
Securities Rulemaking Board, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Federal Reserve

9
<PAGE> 10

Board and the self-regulatory organizations and changes in the interpretation or
enforcement of existing laws, rules and regulations may directly affect the mode
of operation and profitability of broker-dealers.

Banks and other depository institutions doing business with the Company
are subject to extensive regulation at the federal and state levels under laws,
regulations and other requirements specifically applicable to regulated
financial institutions, and are subject to extensive examination and oversight
by federal and state regulatory agencies. As a result, the activities of the
Company's client banks and financial institutions are subject to comprehensive
regulation and examination, including those activities specifically relating to
the sale by or through them of mutual funds and other investment products.
Changes in laws, rules and regulations affecting the Company's client banks and
financial institutions and the examination of their activities by applicable
regulatory agencies could adversely affect the Company's results of operations.

Certain of the Company's subsidiaries, and officers and employees of
such subsidiaries, are required to be licensed as insurance producers in various
jurisdictions in which the Company conducts its insurance services business and
are subject to regulation under the insurance laws and regulations of such
jurisdictions.

SENSITIVITY TO CHANGES IN MARKET CONDITIONS

A significant portion of the Company's earnings generated through BISYS
Fund Services are from fees based on the average daily market value of the
assets administered by the Company for its clients. A sharp rise in interest
rates or a sudden decline in the stock market could influence an investor's
decision whether to invest or maintain an investment in a mutual fund. As a
result, fluctuations may occur in assets which the Company has under
administration due to changes in interest rates and other investment
considerations. A significant investor trend seeking alternatives to mutual fund
investments could have a negative impact on the Company's revenues by reducing
the assets it administers through BISYS Fund Services. From time to time, the
Company and its bank clients waive, for competitive reasons, certain fees
normally charged to mutual funds to which it provides services. While the
Company has various programs in place, the objective of which is to insulate
itself from disadvantageous interest rate and stock market movements, no
assurances can be made that these efforts will be successful.

10
<PAGE> 11

CONSOLIDATION IN BANKING AND FINANCIAL SERVICES INDUSTRY

There has been and continues to be merger, acquisition and
consolidation activity in the banking and financial services industry. Mergers
or consolidations of banks and financial institutions in the future could reduce
the number of the Company's clients or potential clients. A smaller market for
the Company's services could have a material adverse impact on the Company's
businesses and results of operations. Also, it is possible that larger banks or
financial institutions resulting from mergers or consolidations would consider
the possibility of performing some or all of the services which the Company
currently provides or could provide. Should such event occur, it could have a
material adverse impact on the Company's businesses and results of operations.

ACQUISITION STRATEGY

The Company has made several acquisitions since it was formed and may
make additional acquisitions. However, no assurance can be given that the
Company will make additional acquisitions in the future or that such
acquisitions will be successful. The Company may incur substantial debt and
non-cash amortization expenses in making acquisitions. The issuance of Common
Stock in connection with future acquisitions or otherwise to satisfy future
capital needs may result in dilution to stockholders of the Company.

NO ANTICIPATED STOCKHOLDER DISTRIBUTIONS

The Company has not paid dividends to stockholders since its inception
and does not anticipate paying cash dividends in the foreseeable future.

POSSIBLE VOLATILITY OF STOCK PRICES

The market price of Common Stock is subject to fluctuation due to
general market conditions and conditions specific to the Company, and the
industries in which it conducts business, including, among other things,
technological advances, competitive conditions, losses of contracts with clients
and the size of the Company's public float. Common Stock is traded on the Nasdaq
National Market. During the Company's 1998 fiscal year, the market price of
Common Stock ranged from a low of $29 per share to a high of $42 per share. See
"Price Range of Common Stock".

COMPETITION

The industry in which the Company operates is highly competitive. The
Company often competes with well-established corporations, some of which have
financial, technical and operating resources greater than those of the Company.

11
<PAGE> 12

DEPENDENCE ON KEY PERSONNEL

The Company is dependent upon many management personnel, some of whom
are not parties to employment agreements. The loss or unavailability of certain
of these individuals could have a material adverse effect on the Company's
business prospects. The Company's success will also depend on its ability to
attract and retain highly skilled personnel in all areas of its business. No
assurance can be given that the Company will be able to attract and retain
personnel on acceptable terms in the future.

YEAR 2000 ISSUE

The Company is conducting a review of its computer systems and software
applications to identify any systems and applications that could be affected by
the inability of any existing computer systems to process time sensitive data
accurately beyond the year 1999 (referred to as the "Year 2000" issue). The
Company intends to remediate all significant systems for compliance with the
Year 2000 and is also reviewing the adequacy of the process and progress of
third party vendors of systems that may be affected by the Year 2000 issue. The
Company uses third party provided software and computer systems for such tasks
as account and information statement processing, fund accounting, and 401(k)
plan record-keeping. Because of the complexity of the Year 2000 issue and the
interdependence of organizations using various computer systems, there can be no
assurance that the Company's efforts, or those of clients, vendors or other
third parties with whom the Company interacts, will be satisfactorily completed
in a timely manner. Failure to satisfactorily address the Year 2000 issue could
have a material adverse effect on the Company's prospects, business, financial
condition and results of operations. The costs of the Company's Year 2000
efforts are not expected to have a material adverse effect on the Company.
However, there can be no assurance that the Company will not experience costs
overruns or delays in connection with its plan for replacing or modifying
systems, which could have a material adverse effect on the Company's prospects,
business, financial condition and results of operations.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be paid directly to
the Selling Stockholders.

12
<PAGE> 13

PRICE RANGE OF COMMON STOCK

Common Stock is traded on the Nasdaq National Market under the symbol
"BSYS". The following table sets forth the range of high and low closing prices
of Common Stock for the fiscal quarters ended on the date indicated.

Quarter Ended:

Fiscal Year 1999 HIGH LOW
- ---------------- ---- ---
<S> <C> <C>
through September 25, 1998 45 1/4 36 3/4

Fiscal Year 1998
- ----------------

September 30, 1997 42 30 3/8
December 31, 1997 34 3/8 29 1/4
March 31, 1998 38 32 1/2
June 30, 1998 42 34 1/16

Fiscal Year 1997
- ----------------

September 30, 1996 41 1/2 29
December 31, 1996 43 3/8 34 3/4
March 31, 1997 37 1/4 27 7/8
June 30, 1997 42 1/8 28 1/4
</TABLE>

On September 25, 1998, the last per share closing price of a share of
Common Stock on the Nasdaq National Market was $43 1/2.

Parent has not paid any dividends since its inception and does not
intend to pay dividends in the foreseeable future.

SELLING STOCKHOLDERS

All of the Shares offered hereby are to be sold for the
accounts of the Selling Stockholders set forth herein. The 968,202 Shares
offered hereby are being registered pursuant to registration rights granted by
the Company to former stockholders of Greenway, in connection with the Greenway
Merger.

All of the Selling Stockholders are former stockholders of
Greenway. In connection with the Greenway Merger, each of the Selling
Stockholders represented to the Company that it was acquiring its Shares without
any present intention of effecting a distribution in those Shares and agreed
that it would not sell or otherwise dispose of its Shares other than pursuant to
an effective registration statement under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act.

13
<PAGE> 14

The Company granted certain registration rights to the Selling
Stockholders who were formerly Greenway stockholders under a Registration Rights
Agreement among the Company and such stockholders, in recognition that the
Selling Stockholders may wish to be able to sell some or all of their Shares
when they deem it appropriate.

The Company agreed to file at its expense a registration
statement with the Commission covering the Shares held by the Selling
Stockholders and to use its best efforts to keep such registration statement
effective until the earlier to occur of the sale of all Shares covered by the
registration statement or September 16, 2000 (the second anniversary of the
effective date of the Greenway Merger). The Company will prepare and file at its
expense such amendments and/or supplements to such registration statement as may
be necessary until all of the Shares have been sold pursuant to the registration
statement or until such registration obligations have terminated.

14
<PAGE> 15

The following table sets forth certain information, as of the
date of this Prospectus, with respect to the Selling Stockholders. The Shares
are to be offered by and for the respective accounts of the Selling
Stockholders:

<TABLE>
<CAPTION>
Common Stock Beneficially Maximum Amount Common Stock Beneficially
Selling Stockholder Owned Prior to Offering (1) Offered Hereby (2) Owned After Offering (1)
- ------------------- --------------------------- ------------------ ------------------------
Amount Percent
------ -------
<S> <C> <C> <C> <C>
Kenneth Ashmore 1,435 1,435 0 0
George William Barker 15,802 (3) 13,390 (3) 2,412 *
Danny Belyeu Family Limited
Partnership 14,878 14,878 0 0
Eleanor K. Beasley 7,499 (4) 7,499 (4) 0 0
BFG Investments, LLC (5) 44,637 44,637 0 0
J. Richard Bland, III 14,952 (6) 14,952 (6) 0 0
William P. Carter 7,440 (7) 7,440 (7) 0 0
Daniel B. Cofer 7,440 7,440 0 0
Laura E. Covington 2,373 142 2,231 *
Earl Dolive (8) 8,927 8,927 0 0
Marie A. Effen (9) 2,532 374 2,158 *
Manny Enriquez (10) 30,763 7,438 23,325 *
Thomas E. Fitzgerald, III 17,112 17,112 0 0
C. Nicole Fleck 2,948 1,847 1,101 *
Mildred F. Godard 8,927 8,927 0 0
Andrew J. Green (11) 32,601 (11) 32,601 (11) 0 0
</TABLE>

* Less than 1%

(1) The number of shares shown as being beneficially owned prior to and after
the offering include shares subject to stock options assumed by the Company and
assumes all of the Shares offered hereby are sold.

(2) This Prospectus also covers any additional shares of Common Stock that
become issuable in connection with the shares of Common Stock offered may hereby
by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that results in an
increase in the number of the Company's outstanding shares of Common Stock.

(3) Includes 8,927 shares of Common Stock held by Charles Schwab & Co., for the
benefit of Mr. Barker.

(4) Includes 7,499 shares of Common Stock held by Wheat First Securities for Ms.
Beasley.

(5) Robert Braden is a manager of BFG Investments, LLC. Prior to the Greenway
Merger, he was a director of Greenway.

(6) Includes 3,347 shares of Common Stock held by Wheat First Securities, as
custodian for Mr. Bland.

(7) Includes 7,440 shares of Common Stock held by Interstate/Johnson/Lane for
Mr. Carter.

(8) Prior to the Greenway Merger, Mr. Dolive was a director of Greenway.

(9) Ms. Effen is the wife of Gerald J. Effen. Mr. Effen was Vice President,
Client Services, of Greenway prior to the Greenway Merger.

(10) Mr. Enriquez was
President and a director of Greenway prior to the Greenway Merger. Mr. Enriquez
presently serves as Executive Vice President of Greenway Corporation, a
subsidiary of the Company.

(11) Includes 32,601 shares held by W.T. Green, Jr., as custodian for Andrew J.
Green, a minor. Andrew J. Green is the son of Mr. Green and Elizabeth J. Green
and the brother of W.T. Green, III and Elizabeth H. Green.

15
<PAGE> 16

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Elizabeth H. Green (12) 32,601 (12) 32,601 (12) 0 0
Elizabeth J. Green (13) 32,601 (13) 32,601 (13) 0 0
W.T. Green, Jr. (14) 123,691 (14) 119,683 (14) 4,008 *
W.T. Green, Jr. Family Limited
Partnership (15) 160,694 (15) 160,694 (15) 0 0
W.T. Green, III (16) 36,348 (16) 32,815 (16) 3,533 *
Mitchell B. Hall 3,169 3,169 0 0
Michael H. Horton Family
Partnership, LP 7,440 7,440 0 0
Charles Hubbard 4,463 4,463 0 0
Frank W. Hulse 15,176 15,176 0 0
Phillip Kauffman 8,927 8,927 0 0
Rhonda R. Kett 1,631 35 1,596 *
J. Resse Lainer 13,391 13,391 0 0
Thompson Lewis 12,498 12,498 0 0
Jane Jenkins Lively 8,927 8,927 0 0
Dale May (17) 17,854 17,854 0 0
Gary Middlebrooks 4,463 4,463 0 0
Gerald McDowell 2,177 21 2,156 *
Cynthia H. Osborne 2,652 312 2,340 *
L. Richard Plunkett Family
Partnership (18) 89,274 89,274 0 0
Cornelia Richards 8,927 8,927 0 0
Thomas T. Richards (19) 35,709 35,709 0 0
Service Supply of Douglasville,
Inc. (20) 22,318 (20) 22,318 (20) 0 0
</TABLE>

- ---------------------
(12) Elizabeth H. Green is the daughter of W.T. Green, Jr. and Elizabeth J.
Green and the sister of W.T. Green, III and Andrew J. Green.

(13) Does not include any of the shares of Common Stock shown in the above table
held by: (i) W.T. Green, Jr., Mrs. Green's husband, (ii) the W.T. Green, Jr.
Family Limited Partnership, and (iii) Mrs. Green's children: W.T. Green, III,
Elizabeth H. Green and Andrew J. Green.

(14) Does not include any of the shares of Common Stock shown in the above table
held by: (i) the W.T. Green, Jr. Family Limited Partnership, of which Mr. Green
is general partner, (ii) Elizabeth J. Green, Mr. Green's wife, (iii) Mr. Green's
children: W.T. Green, III, Elizabeth H. Green and Andrew J. Green and (iv)
Service Supply of Douglasville, Inc., of which Mr. Green is President and sole
stockholder.

(15) Mr. Green is general partner of W.T. Green, Jr. Family Limited Partnership.

(16) Mr. Green is the son of W.T. Green, Jr. and Elizabeth J. Green and the
brother of Elizabeth H. Green and Andrew J. Green.

(17) Mr. May was a director of Greenway prior to the Greenway Merger.

(18) Mr. Plunkett is a general partner of the L. Richard Plunkett Family
Partnership. He was a director of Greenway prior to the Greenway Merger.

(19) Mr. Richards was a director of Greenway prior to the Greenway Merger.

(20) Does not include any other shares of Common Stock beneficially held by W.
T. Green, Jr. W.T. Green, Jr. is President and sole stockholder of Service
Supply of Douglasville, Inc.

16
<PAGE> 17

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Reliance Trust Company, for the
benefit of Robert Stone 5,949 (21) 5,949 (21) 0 0
R. Stone, SMI Money Purchase
Pension Plan 2,674 2,674 0 0
R. Stone, SMI Money Profit Sharing
Plan 17,063 17,063 0 0
Robert J. Stone 3,324 (21) 3,324 (21) 0 0
Robert J. Stone, as trustee for
Karen Stone Trust 744 (21) 744 (21) 0 0
Carol C. Thompson 17,854 17,854 0 0
Richard G. Tisinger, Sr. 12,498 12,498 0 0
Janice M. Tressel 1,326 12 1,314 *
J. Thomas Vance (22) 35,709 35,709 0 0
Wilks Investments, L.P. 49,920 49,920 0 0
Charles A. Young 4,183 2,118 2,065 *
</TABLE>

- --------------------------

(21) Does not include any shares of Common Stock held by the SMI Money Purchase
Pension Plan or the SMI Money Profit Sharing Plan.

(22) Mr. Vance was Assistant Secretary and a director of Greenway prior to the
Greenway Merger.

PLAN OF DISTRIBUTION

The Company is registering the Shares on behalf of the Selling
Stockholders. As used herein, "Selling Stockholders" includes donees and
pledgees selling shares received from a named Selling Stockholder after the date
of this Prospectus. All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of Shares will be borne by the Selling Stockholders. Sales of Shares may be
effected by Selling Stockholders from time to time in transactions on the Nasdaq
National Market, in the over-the-counter market, in negotiated transactions,
through put or call options transactions relating to the Shares, through short
sales of Shares, or a combination of such methods of sale, at market prices
prevailing at the time of sale, or at negotiated prices. Such transactions may
or may not involve brokers or dealers.

The Selling Stockholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholders and/or the
purchasers of Shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which

17
<PAGE> 18

compensation as to a particular broker-dealer might be in excess of customary
commissions).

The Selling Stockholders and any broker-dealers that act in connection
with the sale of Shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the Shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The Company has agreed to indemnify each Selling
Stockholder against certain liabilities, including liabilities arising under the
Securities Act. The Selling Stockholders may agree to indemnify any agent,
dealer, or broker-dealer that participates in transactions involving sales of
the Shares against certain liabilities, including liabilities arising under the
Securities Act.

Because Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
The Company has informed the Selling Stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.

Selling Stockholders also may resell all or a portion of the Shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.

Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing: (i) the name of each such Selling Stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Stockholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.

18
<PAGE> 19

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Shanley & Fisher, P.C., Morristown, New Jersey.

EXPERTS

The consolidated balance sheets as of June 30, 1998 and 1997 and the
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended June 30, 1998, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of such firm as experts in accounting and auditing.

19
<PAGE> 20

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<CAPTION>
<S> <C>
Registration Fee-Securities and
Exchange Commission $12,362
-------
Accounting Fees and Expenses 2,500
-------
Legal Fees and Expenses 10,000
Miscellaneous Expenses 2,000
-------
TOTAL $26,862
=======
</TABLE>

All of the foregoing estimated expenses are being borne by The BISYS Group, Inc.
(the "Registrant").

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is organized under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify any person who is a party (or is threatened to be made
a party) to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may similarly
indemnify such person in the case of actions or suits brought by or in the right
of the corporation, except (unless otherwise ordered by the court) that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation.

A corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Any indemnification shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the person has met the aforesaid standard of
conduct. Such determination shall be made (1) by a majority vote of the
directors who were not parties to the action, suit, or proceeding, whether or

II-1

<PAGE> 21
not a quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits, or otherwise, in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith. The
statute also provides that it is not exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaws, agreement, vote
of stockholders or disinterested directors, or otherwise. The Registrants'
By-Laws provide for the indemnification of its directors and officers to the
fullest extent permitted by law.

Section 102(b)(7) of the Delaware General Corporation Law allows a
Delaware corporation to limit or eliminate the personal liability of directors
to the corporation and its stockholders for monetary damages for breach of
fiduciary duty as a director. However, this provision excludes any limitation on
liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involved intentional misconduct or a knowing violation of law, (3) for
intentional or negligent payment of unlawful dividends or stock purchases or
redemptions or (4) for any transaction from which the director derived an
improper benefit. Moreover, while this provision provides directors with
protection against awards for monetary damages for breaches of their duty of
care, it does not eliminate such duty. Accordingly, this provision will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care. Finally,
this provision applies to an officer of a corporation only if he or she is a
director of such corporation and is acting in his or her capacity as director,
and does not apply to officers of the corporation who are not directors.

The Registrant's Certificate of Incorporation provides for the
limitation on liability permitted by Section 102(b)(7). The Registrant maintains
directors and officers' liability insurance.

II-2

<PAGE> 22

ITEM 16. EXHIBITS

(a) Exhibits

The following exhibits are filed as part of this Registration
Statement:

2.1 Agreement and Plan of Merger dated August 21, 1998 among the
Registrant, BI-Green Acquisition Corp., Greenway Corporation and the
stockholders of Greenway Corporation named therein (incorporated herein
by reference to Exhibit 2.1 to the Registrant's Current Report on Form
8-K for the date September 16, 1998, Commission File No. 0-19922).

2.2 Amendment No. 1 dated as of August 31, 1998 to Agreement and Plan of
Merger dated as of August 21, 1998 among the Registrant, BI-Green
Acquisition Corp., Greenway Corporation and the stockholders of
Greenway Corporation named therein (incorporated herein by reference to
Exhibit 2.2 to the Registrant's Current Report on Form 8-K for the date
September 16, 1998, Commission File No. 0-19922).

4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8, Registration No. 333-02932).

4.2 Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997, Commission File No. 0-19922).

4.3 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement No. 33-45417).

4.4 Form of Registration Rights Agreement among the Registrant and the
persons named on Schedule I thereto (incorporated herein by reference
to Exhibit No. 2.3 to the Registrant's Current Report on Form 8-K for
the date September 16, 1998, Commission File No. 0-19922).

5.1* Opinion of Shanley & Fisher, P.C.

23.1* Consent of PricewaterhouseCoopers LLP.

23.2* Consent of Shanley & Fisher, P.C. (included in Exhibit 5.1)

II-3

<PAGE> 23

24.1* Powers of Attorney

- ---------------------

* Filed herewith

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-

II-4

<PAGE> 24

effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-5

<PAGE> 25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Little Falls, State of New Jersey, on
September 29, 1998.

THE BISYS GROUP, INC.

By: Lynn J. Mangum
------------------------------------
Lynn J. Mangum
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

<S> <C> <C>
Lynn J. Mangum Director, Chairman of September 29, 1998
- ------------------------- the Board and Chief
Lynn J. Mangum Executive Officer
(principal executive
officer)

Dennis R. Sheehan Executive Vice President September 29, 1998
- ------------------------ and Chief Financial Officer
Dennis R. Sheehan (principal accounting and
principal financial officer)

* Director September 29, 1998
- -------------------------
Robert J. Casale

* Director September 29, 1998
- -------------------------
Thomas A. Cooper

* Director September 29, 1998
- ------------------------
Jay W. DeDapper
</TABLE>

II-6

<PAGE> 26

<TABLE>
<CAPTION>
<S> <C> <C>
* Director September 29, 1998
- -------------------------
John J. Lyons

* Director September 29, 1998
- -------------------------
Thomas E. McInerney

* Director September 29, 1998
- -------------------------
Neil P. Marcous
</TABLE>

*Lynn J. Mangum hereby signs this Registration Statement on Form S-3 on behalf
of each of the indicated persons for whom he is attorney-in-fact on September
29, 1998 pursuant to a power of attorney filed herewith.

By: Lynn J. Mangum
-----------------
Lynn J. Mangum
Attorney-in-fact

II-7

<PAGE> 27

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

5.1 Opinion of Shanley & Fisher, P.C.

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Shanley & Fisher, P.C.
(included in Exhibit 5.1)

24.1 Powers of Attorney

<PAGE> 1
Exhibit No. 5.1

SHANLEY & FISHER, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000

September 29, 1998

The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424

Re: The BISYS Group, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to The BISYS Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-3 (the "Registration Statement") relating to the offer and
sale of up to 968,202 shares of the Company's common stock, par value $.02 per
share, presently issued and outstanding (the "Shares"). The Shares are to be
offered and sold for the accounts of the selling stockholders named in the
prospectus constituting a part of the Registration Statement.

This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").

For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement together with exhibits filed as a part thereof and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.

Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized, validly issued
<PAGE> 2
The BISYS Group, Inc.
September 29, 1998
Page 2

and are fully paid and non-assessable, and will, when sold, be validly issued,
fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the prospectus
constituting a part thereof under the caption "Legal Matters". By giving the
foregoing consent, we do not admit that we are persons whose consent is required
under Section 7 of the Act.

Very truly yours,

SHANLEY & FISHER, P.C.

<PAGE> 1
[PRICEWATERHOUSECOOPERS LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
The BISYS Group, Inc. on Form S-3 of our report dated August 7, 1998 (except as
to certain information presented in Note 12, for which the date is August 21,
1998), on our audits of the consolidated financial statements of The BISYS
Group, Inc., and Subsidiaries as of June 30, 1998 and 1997, and for each of the
three years in the period ended June 30, 1998, which report is included in the
Annual Report on Form 10-K.

PricewaterhouseCoopers LLP

Columbus, Ohio
September 29, 1998

<PAGE> 1
EXHIBIT NO. 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
shares of common stock of the Company, par value $.02 ("Common Stock"), to be
offered and sold by selling stockholders of the Company, in connection with
certain transactions approved by the Board of Directors of the Company,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned to a registration
statement under the Act on an appropriate form covering said shares of Common
Stock, and any amendments to such registration statement, to be filed with the
Commission, and to any and all instruments or documents filed as part of or in
connection with such registration statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent shall
do or cause to be done by virtue hereof.