<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 28, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
Commission File No. 0-20185
BHC FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2264646
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
TWELVE HUNDRED
ONE COMMERCE SQUARE
2005 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-3212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 636-3000
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
The number of shares of the Registrant's common stock, par value
$.001 per share, outstanding as of May 6, 1997 was 6,495,850.
<PAGE>
BHC FINANCIAL, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED March 28, 1997
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements:
Consolidated Statements of Financial Condition 3
as of March 28, 1997 (unaudited) and
December 31, 1996
Consolidated Statements of Income (unaudited) 4
for the quarters ended March 28, 1997 and
March 29, 1996
Consolidated Statements of Cash Flows (unaudited) 5
for the quarters ended March 28, 1997 and
March 29, 1996
Notes to Consolidated Financial Statements 6
(unaudited)
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
BHC FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except par values)
<TABLE>
<CAPTION>
March 28, December 31,
1997 1996
---------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents.............................$ 21,880 $ 15,288
Cash and securities segregated under federal
regulations.......................................... 2,428 2,411
Receivable from brokers or dealers and clearing
organizations........................................ 295,324 227,199
Receivable from customers............................. 502,671 493,635
Securities owned, at market value..................... 24,285 16,988
Furniture, equipment, capitalized leases and leasehold
improvements, net.................................... 4,431 4,752
Intangible assets, net................................ 4,290 4,392
Other assets.......................................... 15,948 20,634
------- -------
Total assets..........................................$871,257 $785,299
======= =======
LIABILITIES
Short-term bank loans payable.........................$ 55,400 $ 33,200
Payable to brokers or dealers and clearing
organizations........................................ 293,363 230,975
Payable to customers (including free credit balances
of $307,814, and $318,303 respectively).............. 377,259 366,421
Securities sold, but not yet purchased,at market value 2,410 1,554
Accrued expenses and other liabilities................ 45,032 59,682
------- -------
Total liabilities..................................... 773,464 691,832
------- -------
Commitments and Contingencies.........................
STOCKHOLDERS' EQUITY
Preferred stock, par value $.001,authorized 10,000....
shares; none outstanding.............................
Nonvoting common stock, par value $.001, authorized
3,000 shares; none outstanding.......................
Voting common stock, par value $.001, authorized
30,000 shares; issued 7,579 shares................... 8 8
Additional paid-in capital............................ 39,582 39,582
Retained earnings..................................... 73,629 69,303
Treasury Stock, at cost 1,248 shares ................. (15,426) (15,426)
------- -------
Total stockholders' equity............................ 97,793 93,467
------- -------
Total liabilities and stockholders' equity............$871,257 $785,299
======= =======
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
<PAGE>
BHC FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Quarters ended
-------------------------
MARCH 28, MARCH 29,
1997 1996
----------- -----------
<S> <C> <C>
Revenues:
Processing and Support Service Fees.............. $13,344 $12,722
Margin interest.................................. 7,710 6,266
Other interest................................... 1,353 1,275
Commissions...................................... 2,612 2,581
Other............................................ 1,601 1,132
------- -------
Total revenues.................................. 26,620 23,976
Interest expense................................. 4,751 3,627
------- -------
Net revenues.................................... 21,869 20,349
------- -------
Expenses, excluding interest:
Employees' compensation and benefits............. 6,275 5,809
Floor brokerage and clearing..................... 1,659 1,662
Communications................................... 945 907
Occupancy and equipment.......................... 1,985 1,587
Other............................................ 3,444 2,156
------- -------
Total expenses, excluding interest.............. 14,308 12,121
------- -------
Income before income taxes........................ 7,561 8,228
Provision for income taxes........................ 3,046 3,256
------- -------
Net income........................................ $ 4,515 $ 4,972
====== ======
Earnings per share $ 0.68 $ 0.70
====== =====
Weighted average shares outstanding 6,664 7,104
====== =====
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
<PAGE>
BHC FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Quarters ended
-------------------------
MARCH 28, MARCH 29,
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income ...................................... $ 4,515 $ 4,972
Adjustments to reconcile net income to net cash
provided by (used in)operating activities:
Depreciation and amortization................... 582 497
(Increase) decrease in operating assets:
Cash and securities segregated under federal
regulations.................................... (17) (18)
Receivable from brokers or dealers and clearing
organizations.................................. (68,125) 62,929
Receivable from customers....................... ( 9,036) 7,887
Securities owned................................ ( 7,297) (5,565)
Other assets.................................... 4,686 3,074
Increase (decrease) in operating liabilities:
Payable to brokers or dealers and clearing
organizations.................................. 62,388 (45,724)
Payable to customers............................ 10,838 22,455
Securities sold, but not yet purchased.......... 856 895
Accrued expenses and other liabilities.......... (14,650) (2,392)
------ ------
Cash (used in)provided by operating activities.. (15,260) 49,010
------ ------
Cash flows from financing activities:
Proceeds from (payments on) short term loans, net 22,200 (41,900)
Dividends paid.................................... (189) (210)
Payments for purchases of common stock for treasury - (3,280)
Proceeds from exercise of stock options........... - 16
------ ------
Cash provided by (used in) financing activities... 22,011 (45,374)
------ ------
Cash flows from investing activities:
Purchases of furniture, equipment and leasehold
improvements..................................... (159) (602)
------ ------
Cash used in investing activities................ (159) (602)
------ ------
Increase in cash and cash equivalents............. 6,592 3,034
Cash and cash equivalents, beginning of period.... 15,288 21,517
------- --------
Cash and cash equivalents, end of period..........$ 21,880 $ 24,551
======= =======
Supplementary Information:
Cash paid for interest $ 4,683 $ 5,929
======= ========
Cash paid for income taxes $ 1,173 $ 307
======= ========
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
<PAGE>
BHC FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies:
The accompanying consolidated financial statements include the accounts
of BHC Financial, Inc. (the "Parent") and its wholly-owned subsidiaries
(collectively the "Company"), the most significant of which are BHC
Securities, Inc.("BHC"), TradeStar Investments, Inc. ("TradeStar"), BHCM Inc.
("BHCM") and netVest, Inc. ("netVest"). All significant intercompany accounts
and transactions have been eliminated in consolidation. The financial
statements were prepared in accordance with generally accepted accounting
principles which require the use of management's estimates.
The Company prepares its interim consolidated financial statements as of
the last Friday of the period. The consolidated financial statements for the
quarters ended March 28, 1997 and March 29, 1996 are unaudited, and should be
read in conjunction with the consolidated financial statements and notes
thereto for the year-ended December 31, 1996 included in the Company's Form
10K. In the opinion of management, the interim consolidated financial
statements reflect all adjustments of a normal and recurring nature necessary
for a fair presentation of the information set forth therein. The results of
operations for the quarter ended March 28, 1997 are not necessarily indicative
of the operating results to be expected for the full year or any other period.
BHC, TradeStar and BHCM are registered broker-dealers in securities under
the Securities Exchange Act of 1934, as amended (the "1934 Act"). BHC provides
integrated support and processing services to securities brokerage affiliates
of banks and other financial institutions. TradeStar provides discount retail
brokerage services. BHCM is a third party marketer which sells investment
products including fixed and variable annuities and insurance and markets
BHC's processing and support services to community banks. netVest provides
telephone and PC inquiry, trading and quote services.
Earnings per share is computed based on the weighted average number of
shares outstanding and the effect of common stock equivalents if dilutive.
FASB No. 128, Disclosure on Earnings per Share, establishes standards for
computing and presenting earnings per share (EPS), and simplifies the
standards for computing EPS previously found in APB Opinion No. 15, "Earnings
per Share". It replaces the presentation of primary EPS with a presentation
of basic EPS, and requires dual presentation of basic and diluted EPS on the
face of the income statement, and a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation.
Basic EPS excludes dilution and is computed by dividing income available
to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. Diluted EPS is computed similarly
to fully diluted EPS pursuant to APB Opinion No. 15. This Statement is
effective for financial statements issued for the period ending December 31,
1997 and requires restatement of all prior-period EPS data presented.
<PAGE>
BHC FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The impact of this statement did not have a material impact on pro-forma EPS
for the quarters ended March 28, 1997 and March 29, 1996, respectively.
Total revenues include related party revenues of $2,995,000 and
$4,417,000 respectively; and interest expense includes related party interest
expense of $2,151,000 and $1,719,000 respectively for the quarters ended March
28, 1997 and March 29, 1996.
2. Net Capital Requirements:
BHC is subject to the Securities and Exchange Commission's ("SEC")
Uniform Net Capital Rule (Rule 15c3-1 under the 1934 Act) which requires the
maintenance of minimum net capital. At March 28, 1997, BHC had net capital of
$66,904,000 or approximately 13% of aggregate debit balances, which was
$56,261,000 in excess of its minimum net capital requirement of $10,643,000.
3. Litigation and Claims:
On January 21, 1994, BHC received notice that a purported holder of a
brokerage account with a BHC client filed a complaint in the Supreme Court of
the State of New York which alleges that BHC received, in violation of New
York statutory and common law, cash payments from market makers in certain
securities (referred to as payment for order flow) in return for BHC's
executing customer orders with such market makers. In the complaint, the
plaintiff seeks injunctive relief and damages, a return of cash payments for
order flow, in addition to clearing and execution fees earned by BHC from
January 1, 1990, certification of this matter as a class action, punitive
damages, and costs and attorneys' fees in an unspecified amount. Payment for
order flow is common practice within the securities industry. BHC removed
this matter to the United States District Court for the Southern District of
New York, and the federal court on December 18, 1995, dismissed the complaint
for failure to state a claim upon which relief can be granted. The plaintiff
has appealed the dismissal and on January 17, 1997 the United States Court of
Appeals for the Second Circuit vacated the final judgment of the lower court
and remanded with instructions to remand the action to state court.
In the opinion of management, the ultimate liability, if any, resulting
from this matter will have no material effect on the Company's consolidated
financial position. The materiality of this matter on the Company's future
operating results depends on the level of future results of operations, as
well as on the timing and amount of the ultimate outcome.
4. Pending Merger:
On March 2, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Fiserv, Inc. ("Fiserv") and its wholly
owned subsidiary, Fiserv Delaware Sub, Inc. ("Fiserv Sub"). Pursuant to the
Merger Agreement, Fiserv Sub will be merged into the Company, and the Company
will be the Surviving Corporation and will become a wholly owned subsidiary of
Fiserv (the "Merger"). At the effective time of the Merger (the "Effective
Time"), the Company will change its name to "Fiserv Clearing, Inc." It is
<PAGE>
BHC FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
presently contemplated that the Effective Time will be May 30, 1997 or such
other date as the parties may agree. Fiserv, headquartered in Brookfield,
Wisconsin, is an independent provider of financial data processing systems and
related information management services and products to more than 5,000 banks,
credit unions, mortgage firms and savings institutions worldwide. The common
stock of Fiserv is traded on The Nasdaq National Market tier of the Nasdaq
Stock Market under the symbol "FISV." Pursuant to the Merger Agreement,
each outstanding share of the Company's Common Stock will be converted into
the right to receive such number of shares of Fiserv Common Stock as shall
equal the Conversion Ratio, which is defined as the quotient of (x) $33.50
divided by (y) an amount equal to the average closing price of Fiserv Common
Stock as reported in The Wall Street Journal for the 20 trading days ending on
the second trading day prior to the Effective Time. The merger has been
approved by the Boards of Directors of both the Company and Fiserv and is
subject to approval by the Company's stockholders at the special meeting of
stockholders to be held on May 23, 1997.
It is anticipated that the Merger will be accounted for as a pooling of
interests under Accounting Principles Board Opinion No. 16 ("Pooling"). In
the event that the merger cannot qualify as a Pooling, the merger
consideration will be adjusted from $33.50 to $31.50.
5. Subsequent Event:
For the merger to qualify as a Pooling as discussed in Note 4 to the
interim consolidated financial statements, the Company sold on May 6, 1997,
165,000 shares of its Common stock currently held in its treasury in a direct
public offering to a limited number of institutional investors. The shares
were registered with the Securities and Exchange Commission pursuant to a
registration statement on Form S-3, File No. 333-24701. Net proceeds to the
Company were approximately $5,400,000.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
The Company's principal source of revenue is derived from providing
processing and support services to securities brokerage affiliates of banks
and other financial institutions and broker dealers. In addition, revenue is
derived from commissions generated by the Company's retail brokerage
subsidiary, TradeStar, and from third party marketing agreements handled by
BHCM.
The Company's revenues are directly affected by trading volume and the
level of interest rates charged on margin debit balances. The results of
operations for the quarter ended March 28, 1997 are not necessarily indicative
of the operating results to be expected for the full year or any other period.
Oral and written statements regarding the Company's expectations as to
its future operations and financial condition and certain other information
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Although the Company believes that
its expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that
actual results will not differ materially from its expectations. Factors
which could cause actual results to differ from expectations include a general
downturn in the economy or the stock markets and the related transaction
activity, substantial changes in interest rates, the gain or loss of
significant customers, unforeseen new competition, changes in government
policy or regulation and unforeseen costs and other effects related to legal
proceedings.
RESULTS OF OPERATIONS
Business conditions related to the provision of processing and support
services to the securities brokerage affiliates of banks and other financial
institutions and broker dealers were slightly more favorable in the first
quarter of 1997 compared to the first quarter of 1996. This was reflected in
the increase in transaction volume and average margin balances. However,
increased market driven pricing pressure combined with three less interest and
transaction days and merger related expenses led to a decrease in net income
in the first quarter of 1997 when compared to the first quarter of 1996.
<PAGE>
The information in the table below should be considered when reading the
discussion and analysis of operating results:
<TABLE>
<CAPTION>
Percent Change
For the Quarters Ended Increase
March 28, 1997 March 29, 1996 (Decrease)
-------------- -------------- -------------
<S> <C> <C> <C>
Total transactions processed
(in thousands) 632.0 565.0 12%
Daily average transactions
processed 10,534 8,968 17%
Transaction days in quarter 60 63 (5%)
Average margin debit balances
(in thousands) $452,719 $332,343 36%
Average broker call rate 7.00% 7.00%
</TABLE>
First Quarter 1997 Compared to First Quarter 1996
For the first quarter of 1997, net revenues increased $1,520,000, or 7%,
over the first quarter of 1996. The increase was primarily a result of
increases in processing and support service fees, net interest income and
other interest income and other income ancillary to the securities brokerage
industry. Processing and support service fees increased $622,000 to
$13,344,000, a 5% increase, which was due to a 12% increase in transactions
processed offset by a 15% decrease in the average price per ticket. Generally
in periods where daily transaction volumes are increasing, processing and
support service fees will increase, while processing and support fees revenue
per ticket will decline. This is due to BHC's volume discount program which
rewards clients for high transaction volumes by reducing the charge per
transaction when various volume levels are achieved. Additionally, increased
pricing pressure from the market has driven down the average price per ticket.
Net interest income (margin interest and other interest less interest
expense) increased $398,000 to $4,312,000 in the first quarter of 1997 when
compared to the same period last year. Margin interest increased $1,444,000
due to the increase of $120.4 million in average margin balances outstanding
which averaged $452.7 million at March 28, 1997 compared to $332.3 million at
March 29, 1996. Other interest income of $1,353,000 in the first quarter of
1997 increased $78,000, or 6% over the first quarter of 1996. The increase
was due to increased securities lending business where BHC acts as both the
borrower and the lender and makes a spread on the transaction. The increase in
funding requirements due to the growth in margin balances caused interest
expense to increase $1,124,000, or 31%.
In the first quarter of 1997, other income increased $469,000, or 41%,
over 1996. The increase was due to increases in revenues generated by
netVest's VoiceQuote product, trading profits generated by BHC Trading and
other fees ancillary to the processing of securities transactions.
<PAGE>
Expenses, excluding interest, increased by 18% in the first quarter of
1997 compared to the same period in 1996, primarily related to increases in
employees' compensation and benefits, occupancy, and other operating expenses
(including merger related costs).
Employees' compensation and benefits increased $467,000, or 8%, in the
first quarter of 1997 when compared to the first quarter of 1996. The number
of average full time employees increased 8% over the first quarter of 1996.
This is due to increased product development initiatives and increased
transaction processing volumes.
Occupancy and equipment costs increased $398,000, or 25%, in the first
quarter of 1997 when compared to the first quarter of 1996, due in part to
increased variable costs related to mutual fund processing and increased
equipment rentals and purchases related to BHC's internal systems upgrade and
to systems development initiatives.
Other operating expenses increased $1,287,000, or 60%, in the first
quarter of 1997 when compared to the first quarter of 1996. The primary
reason for the increase was $643,000 of merger related costs to date
associated with our pending merger with Fiserv. The remaining increase was
due to various system related enhancements and the introduction of our client
server order entry software, higher promotional expenses and state franchise
taxes.
The provision for income taxes decreased $210,000 due to lower income
before taxes. The effective tax rate increased to 40.3% for the first quarter
of 1997 from 39.6% for the first quarter of 1996, due to a reduction in state
tax exempt income.
LIQUIDITY AND CAPITAL RESOURCES
At March 28, 1997, 97% of assets consisted of cash, assets readily
convertible into cash, and assets collateralized by marketable securities.
Stockholders' equity was $97.8 million at March 28, 1997, up $4.3 million, or
5%, from December 31, 1996, which was due to the first quarter's earnings,
offset by dividends declared.
The Company has credit arrangements totaling $215,000,000 with several
banks. These demand loans, which are used to finance receivables in
customers' margin accounts, bear interest at the respective bank's overnight
borrowing rate and are collateralized by securities held in customers' margin
accounts and the Company's cash equivalents. At March 28, 1997, the Company
had $55,400,000 of borrowings under these arrangements. In the
opinion of management, the Company's existing credit arrangements will be
adequate to meet the Company's short-term operating capital needs.
On April 16, 1997, the Company's Board of Directors declared a $.03 per
share dividend payable May 15, 1997 to stockholders of record on May 1, 1997,
resulting in a payment of approximately $190,000. See also Note No. 5 to the
Unaudited Interim Consolidated Financial Statements regarding the sale of
165,000 shares of the Company's common stock on May 6, 1997 for $5,400,000.
BHC is subject to the requirements of the SEC and the NYSE, relating to
liquidity, minimum net capital levels and the use of customer funds and
securities. BHC has always operated in excess of the applicable minimum net
capital requirements. See Note 2 of Notes to Unaudited Interim Consolidated
Financial Statements.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
4.4 Form of Second amendment to the Stock
Rights Plan between BHC Financial, Inc.
and American Stock Transfer and Trust
Company.
27 Financial Data Schedule
(b) Reports on Form 8-K:
Date of Report Item
-------------- -------
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BHC FINANCIAL, INC.
DATE:May 9, 1997 BY: /s/WILLIAM T. SPANE, JR.
------------------------
William T. Spane
Chairman of the Board
Chief Executive Officer
and President
(Principal Executive Officer)
DATE:May 9, 1997 BY: /s/ LAWRENCE E. DONATO
-------------------------
Lawrence E. Donato
Senior Vice President
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
DATE:May 9, 1997 BY: /s/ RICHARD M. BARE
-------------------------
Controller
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.4 Form of Second amendment to the Stock
Rights Plan between BHC Financial, Inc.
and American Stock Transfer and Trust
Company.
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from BHC
Financial's first quarter 1997 unaudited consolidated financial statements
and is qualified in its entirety by reference to such unaudited consolidated
financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-28-1997
<CASH> 21880
<RECEIVABLES> 521284
<SECURITIES-RESALE> 1159
<SECURITIES-BORROWED> 275552
<INSTRUMENTS-OWNED> 24285
<PP&E> 4431
<TOTAL-ASSETS> 871257
<SHORT-TERM> 55400
<PAYABLES> 384605
<REPOS-SOLD> 1145
<SECURITIES-LOANED> 284872
<INSTRUMENTS-SOLD> 2410
<LONG-TERM> 0
0
0
<COMMON> 8
<OTHER-SE> 97785
<TOTAL-LIABILITY-AND-EQUITY> 871257
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 9063
<COMMISSIONS> 2612
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 14945
<INTEREST-EXPENSE> 4751
<COMPENSATION> 6275
<INCOME-PRETAX> 7561
<INCOME-PRE-EXTRAORDINARY> 7561
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4515
<EPS-PRIMARY> .68
<EPS-DILUTED> .68
</TABLE>
<PAGE>
Exhibit 4.4
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT, dated as of April 16 , 1997, is between BHC
Financial, Inc., a Delaware corporation (the "Corporation"), and American
Stock Transfer and Trust Company (the "Rights Agent").
RECITALS
A. The Corporation and the Rights Agent are parties to a Rights
Agreement, dated as of November 12, 1996, as amended by the First Amendment
thereto dated as of March 2, 1997 (as so amended, the "Rights Agreement").
B. Pursuant to Section 27 of the Rights Agreement, the Corporation and
the Rights Agent desire to amend the Rights Agreement as set forth below:
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 7 (a). Section 7(a) of the Rights Agreement
is amended to read in its entirety as follows:
"Except as otherwise provided herein, the Rights shall become exercisable
on the Distribution Date, and thereafter the registered holder of any Right
Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise
provided herein, exercise the Rights evidenced thereby in whole or in part
upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent at
the office or agency of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price with respect to the
total number of one one-hundredths of a share of Preferred Stock (or
other securities, cash or other assets, as the case may be) as to which the
Rights are exercised, at any time which is both after the Distribution Date
and prior to the time (the "Expiration Date") that is the earliest of (i)
the Close of Business on November 12, 2006 (the "Final Expiration Date"),
(ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date"), (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof, or (iv) upon the effectiveness of
the merger of the Company and Fiserv Delaware Sub, Inc. pursuant to and in
accordance with the Merger Agreement, dated as of March 2, 1997, among the
Corporation, Fiserv, Inc. and Fiserv Delaware Sub, Inc., as the same may be
amended from time to time."
2. EFFECTIVENESS. This Amendment shall be deemed effective as of the
date set forth above. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected thereby.
3. MISCELLANEOUS. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same
instrument. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to
be invalid, illegal, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
EXECUTED as of the date set forth above.
BHC FINANCIAL, INC.
By: /s/ William T. Spane
-------------------------------------
President and Chief Executive Officer
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By: /s/ Herbert J. Lemmer
-----------------------------------
Vice President
