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As filed with the Securities and Exchange Commission on October 21,
1997.
Registration No. 333-24701
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
FISERV CLEARING, INC.
(formerly BHC FINANCIAL, INC.)
(Exact Name of Registrant as Specified in Its Charter)
Delaware 23-2264646
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-3212
(215) 636-3000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Lawrence E. Donato
Senior Vice President, Chief Financial
Officer and Treasurer
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-3212
(215) 636-3000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
_________________
Copies to:
William H. Rheiner, Esq.
Martha J. Hays, Esq.
Ballard Spahr Andrews & Ingersoll
1735 Market Street
Philadelphia, PA 19103
(215) 665-8500
________________
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The Registrant hereby requests that this Post-Effective
Amendment become effective as soon as practicable pursuant to Section
8(c) of the Securities Act of 1933.<PAGE>
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On April 7, 1997, BHC Financial, Inc. (the "Company") filed
Registration Statement No. 333-24701 on Form S-3 (as amended, the
"Registration Statement") to register the public offering (the
"Offering") of 200,000 shares of common stock, par value $.001
per share, of the Company (the "BHC Common Stock"). The BHC Common
Stock was offered in connection with the Agreement and Plan of Merger
dated March 2, 1997 (the "Merger Agreement") among the Company,
Fiserv, Inc. ("Fiserv"), and Fiserv Sub, Inc. ("Fiserv Sub"), a wholly
owned subsidiary of Fiserv (the "Merger"). The Merger Agreement
required that the Company sell in an offering such number of shares of
BHC Common Stock as may be necessary to satisfy the Pooling Condition.
The Pooling Condition was defined in the Merger Agreement as Fiserv
having reasonably determined that the Merger would be accounted
for as a pooling of interests in accordance with generally accepted
accounting principles.
The Offering was made to satisfy the Pooling Condition.
The Securities and Exchange Commission declared the
Registration Statement effective as of 5:00 p.m. on May 5, 1997. The
Company subsequently sold 165,000 shares in the Offering to satisfy
the Pooling Condition.
At the termination of the Offering, 35,000 shares remained
unsold (the "Remaining Shares"). Accordingly, the Company hereby
removes from registration under the Registration Statement the
Remaining Shares.
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Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Post-Effective Amendment No. 1 to Form S-3 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Philadelphia, Commonwealth of Pennsylvania on October 21, 1997.
FISERV CLEARING, INC.
(formerly BHC FINANCIAL, INC.)
By:
Senior Vice President, Chief
Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
person in his capacity and on the date indicated.
Signature Title Date
George D. Dalton Director October 21, 1997
