UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Online Resources & Communications Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68273G101
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Group International, Inc.
95-4154357
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
950,500
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
1,187,500
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,187,500 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Guardian Trust Company
95-2553868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
950,500
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
1,187,500
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,187,500 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.
Item 1(a) Name of Issuer:
Online Resources & Communications Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
7600 Colshire Drive
McLean, VA 22102
Item 2(a) Name of Person(s) Filing:
Capital Group International, Inc. and Capital Guardian Trust
Company
Item 2(b) Address of Principal Business Office:
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
68273G101
Item 3 The person(s) filing is(are):
(b) [X] Bank as defined in Section 3(a)(6) of the Act.
(g) [X] Parent Holding Company in accordance with Section
240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
Capital Group International, Inc. is the parent holding company of
a group of investment management companies that hold investment
power and, in some cases, voting power over the securities reported
in this Schedule 13G. The investment management companies, which
include a "bank" as defined in Section 3(a)6 of the Securities
Exchange Act of 1934 (the "Act") and several investment advisers
registered under Section 203 of the Investment Advisers Act of
1940, provide investment advisory and management services for their
respective clients which include registered investment companies
and institutional accounts. Capital Group International, Inc. does
not have investment power or voting power over any of the
securities reported herein; however, Capital Group International,
Inc. may be deemed to "beneficially own" such securities by virtue
of Rule 13d-3 under the Act.
<PAGE>
Capital Guardian Trust Company, a bank as defined in Section 3(a)6
of the Act is deemed to be the beneficial owner of 1,187,500 shares
or 10.6% of the 11,180,019 shares of Common Stock believed to be
outstanding as a result of its serving as the investment manager of
various institutional accounts.
Item 5 Ownership of 5% or Less of a Class: [ ]
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
1.
Capital Guardian Trust Company is a bank as defined in Section
3(a)(6) of the Act and a wholly owned subsidiary of Capital Group
International, Inc.
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: May 9, 2000 (For the period ended April
30, 2000)
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Group International, Inc.
Date: May 9, 2000 (For the period ended April
30, 2000)
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Guardian Trust Company
CUSIP: 68273G101 Page 5 of 7
*By
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 29,
1999 included as an Exhibit to Schedule 13G filed with the
Securities and Exchange Commission by Capital Group
International, Inc. on February 10, 2000 with respect to
Acclaim Entertainment, Inc.
CUSIP: 68273G101 Page 6 of 7
AGREEMENT
Los Angeles, CA
May 9, 2000
Capital Group International, Inc. ("CGII") and Capital Guardian Trust
Company ("CGTC") hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934 (the "Act") in connection with
their beneficial ownership of Common Stock issued by Online Resources &
Communications Corp.
CGII and CGTC state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGII and CGTC are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy
of the information concerning each of them contained therein but are not
responsible for the completeness or accuracy of the information concerning
the others.
CAPITAL GROUP INTERNATIONAL, INC.
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Group International,
Inc.
CAPITAL GUARDIAN TRUST COMPANY
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Guardian Trust Company
*By
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 29, 1999 included
as an Exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Capital Group International, Inc. on February 10, 2000
with respect to Acclaim Entertainment, Inc.
