-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JIN0YJRWOMDJ+1hLml9QDUHwRLy74dr54Qq2MxRsZBKAh9EHOVc4mp9Z09vft8hX hl7bBme4s1QEvOqutOp5cQ== 0000906344-96-000039.txt : 19960808 0000906344-96-000039.hdr.sgml : 19960808 ACCESSION NUMBER: 0000906344-96-000039 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960807 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BISYS GROUP INC CENTRAL INDEX KEY: 0000883587 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133532663 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42377 FILM NUMBER: 96604870 BUSINESS ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 BUSINESS PHONE: 2018128600 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) The BISYS Group, Inc. (Name of Issuer) Common Stock, $0.02 par value (Title of Class of Securities) 055472-10-4 (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 of 11 Pages CUSIP No. 055472-10-4 SCHEDULE 13G Page 2 of 11 1 Name Of Reporting Person HAMBRECHT & QUIST LLC IRS Identification No. Of Above Person 94-3220292 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Delaware 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 812,615* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 812,615* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 812,615* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 3.3%* 12 Type Of Reporting Person OO * See Item 4 below CUSIP No. 055472-10-4 SCHEDULE 13G Page 3 of 11 1 Name Of Reporting Person HAMBRECHT & QUIST LIMITED PARTNERSHIP IRS Identification No. Of Above Person 94-3191336 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 812,615* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 812,615* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 812,615* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 3.3%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 055472-10-4 SCHEDULE 13G Page 4 of 11 1 Name Of Reporting Person HAMBRECHT & QUIST GROUP IRS Identification No. Of Above Person 94-2856927 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 812,615* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 812,615* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 812,615* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 3.3%* 12 Type Of Reporting Person CO * See Item 4 below CUSIP No. 055472-10-4 SCHEDULE 13G Page 5 of 11 1 Name Of Reporting Person WILLIAM R. HAMBRECHT IRS Identification No. Of Above Person ###-##-#### 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization United States 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 812,615* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 812,615* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 812,615* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 3.3%* 12 Type Of Reporting Person IN * See Item 4 below CUSIP No. 055472-10-4 SCHEDULE 13G Page 6 of 11 Item 1(a). Name of Issuer. The BYSIS Group, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 150 Clove Road, Little Falls, NJ 07424 Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Common Stock, $0.02 par value ("Common Stock"). Item 2(e). CUSIP Number. 055472-10-4 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. According to information furnished to the reporting persons by the Issuer, there were 24,782,101 shares of Common Stock issued and outstanding as of June 30, 1996. As of June 30, 1996, the following persons owned the following shares of Common Stock: CUSIP No. 055472-10-4 SCHEDULE 13G Page 7 of 11 Common Stock Person Directly Owned Hambrecht & Quist LLC 519,107 Hambrecht & Quist Group 293,508 _______ TOTAL 812,615 ======= Because voting and investment decisions concerning the above securities may be made by or in conjunction with Hambrecht & Quist Limited Partnership and William R. Hambrecht, each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members and/or managers of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. This Schedule does not include shares of Common Stock, if any, held by Hambrecht & Quist LLC in its trading account if it is a market maker in the Issuer's Common Stock. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting persons have ceased to be the beneficial owners of more than 5% of the Common Stock, check the following: [x] CUSIP No. 055472-10-4 SCHEDULE 13G Page 8 of 11 Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. CUSIP No. 055472-10-4 SCHEDULE 13G Page 9 of 11 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: July 31, 1996. HAMBRECHT & QUIST LLC By: /s/ Steve Machtinger _________________________________ Name: Steve Machtinger Title: Senior Vice President HAMBRECHT & QUIST LIMITED PARTNERSHIP By: /s/ Steve Machtinger _________________________________ Name: Steve Machtinger Title: Vice President of GP HAMBRECHT & QUIST GROUP By: /s/ Jackie A. Berterretche ________________________________ Jackie A. Berterretche Attorney-in-Fact WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche ________________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 055472-10-4 SCHEDULE 13G Page 10 of 11 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 11 CUSIP No. 055472-10-4 SCHEDULE 13G Page 11 of 11 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Amendment to Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment to Schedule 13G and any subsequent amendment jointly on behalf of each of such parties. DATED: July 31, 1996. HAMBRECHT & QUIST LLC By: /s/ Steve Machtinger _________________________________ Name: Steve Machtinger Title: Senior Vice President HAMBRECHT & QUIST LIMITED PARTNERSHIP By: /s/ Steve Machtinger _________________________________ Name: Steve Machtinger Title: Vice President of GP HAMBRECHT & QUIST GROUP By: /s/ Jackie A. Berterretche _________________________________ Jackie A. Berterretche Attorney-in-Fact WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche _________________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----