-----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, AaDFlSuLHyh41sy76nHUoSEUQ/ptUDaLeKHWrgLoL8EJeknOVeCW8KqKWen0Jhun 78NKTCoz+l0vkbW28u5lnw== 0000919574-07-003272.txt : 20070629 0000919574-07-003272.hdr.sgml : 20070629 20070629112624 ACCESSION NUMBER: 0000919574-07-003272 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BISYS GROUP INC CENTRAL INDEX KEY: 0000883587 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 133532663 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42377 FILM NUMBER: 07949074 BUSINESS ADDRESS: STREET 1: 105 EISENHOWER PARKWAY CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 973-461-2500 MAIL ADDRESS: STREET 1: 105 EISENHOWER PARKWAY CITY: ROSELAND STATE: NJ ZIP: 07068 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OKUMUS AHMET H CENTRAL INDEX KEY: 0001127685 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2122012650 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d787241_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Bisys Group Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.02 - -------------------------------------------------------------------------------- (Title of Class of Securities) 055472104 - -------------------------------------------------------------------------------- (CUSIP Number) Ahmet Okumus 850 Third Avenue, 10th Floor New York, New York 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) 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 disclosures provided in a prior cover page. The information required on 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 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). CUSIP No. 055472104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ahmet H. Okumus 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Turkey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 13,215,143 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 13,215,143 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,215,143 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 055472104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Okumus Capital LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 13,215,143 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 13,215,143 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,215,143 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 055472104 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. Bisys Group Inc. (the "Issuer"), Common Stock, $0.02 par value (the "Shares") The address of the issuer is 105 Eisenhower Parkway, Roseland, NJ 07068 - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a) This Amendment No. 1 to Schedule 13D is being filed by Ahmet H. Okumus and Okumus Capital LLC (the "Reporting Persons") solely for the purpose of reporting that on June 27, 2007, Ahmet Okumus sent a letter to the Board of Directors of the Issuer stating that Okumus Capital LLC intends to vote against the proposed merger between the Issuer and a wholly-owned subsidiary of Citibank N.A. (b) The principal business address for the Reporting Persons is 850 Third Avenue, 10th Floor, New York, New York 10022. (c) Okumus Capital, LLC, a Delaware limited liability company serves as investment manager to several private investment vehicles and managed accounts. Ahmet H. Okumus is the President and Portfolio Manager of Okumus Capital LLC. (d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) The Ahmet H. Okumus is a citizen of the Republic of Turkey. Okumus Capital LLC is a Delaware limited liability company. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof the Reporting Persons may be deemed to beneficially own 13,215,143 Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons have purchased and the Shares reported herein, for the benefit of private investment vehicles and managed accounts over which the Reporting Persons have investment discretion, solely for investment purposes. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business. On March 23, 2007, Mr. Ahmet Okumus sent a letter to the Board of Directors of the Issuer (the "Board") asked to join the Board. On June 25, 2007, Mr. Ahmet Okumus sent a letter to the Board of Directors of the Issuer (the "Board") stating that Okumus Capital LLC will vote against the proposed merger between the Issuer and a wholly-owned subsidiary of Citibank N.A. The letter is attached as Exhibit A to this Schedule 13D. The Reporting Persons intend to continuously assess the Issuer's business, financial conditions, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities. Depending on such assessments, the Reporting Persons may, from time to time, acquire additional Shares or may determine to sell or otherwise dispose of all or some of its holdings of Shares. The Reporting Persons may also engage in and may plan for their engagement any of the items discussed in clauses (a) through (j) of Item 4 of Schedule 13D. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 13,215,143 Shares, constituting 10.9% of the Shares of the Issuer, based upon 121,257,396 Shares outstanding as of April 30, 2007. Ahmet Okumus has the sole power to vote or direct the vote of 0 Shares and has the shared power to vote or direct the vote of 13,215,143 Shares. Okumus Capital LLC has sole power to dispose or direct the disposition of 0 Shares and has shared power to dispose or direct the disposition of 13,215,143 Shares. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares in the past 60 days by the Reporting Persons are set forth in Exhibit B. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Letter to Issuer's Board of Directors Exhibit B: Schedule of Transactions in the Shares of the Issuer 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. Ahmet H. Okumus /s/ Ahmet H. Okumus June 29, 2007 Okumus Capital, LLC /s/ Ahmet H. Okumus June 29, 2007 Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). AGREEMENT The undersigned agree that this Schedule 13D dated June 29, 2007 relating to the Common Stock, $0.02 par value of Bisys Group Inc. shall be filed on behalf of the undersigned. Okumus Capital LLC By: Ahmet Okumus By: /s/ Ahmet Okumus ------------------ Ahmet Okumus By: /s/ Ahmet Okumus ------------------ Exhibit A Letter to Issuer's Board of Directors Via e-mail and Federal Express June 27, 2007 Board of Directors (the "Board") The BISYS Group, Inc. 105 Eisenhower Parkway Roseland, NJ 07068 c/o Mr. Robert J. Casale, President and Chief Executive Officer c/o Mr. Bruce D. Dalziel, Executive Vice President and Chief Financial Officer To the Board of The BISYS Group, Inc.: Okumus Capital LLC currently beneficially owns approximately 10.9% of the outstanding shares of The BISYS Group Inc. (the "Company"). We have reviewed the preliminary proxy statement filed by the Company on June 1, 2007 in connection with the proposed merger of the Company with and into a wholly-owned subsidiary of Citibank N.A. and advise you that Okumus Capital intends to vote against the proposals contained in that proxy statement. We strongly feel that that the price of $12.00/share offered significantly undervalues the Company. Sincerely, Ahmet H. Okumus President Okumus Capital LLC Exhibit B Transactions in the Common Stock, $0.02 par value ------------------------------------------------- Number of Shares Date of Transaction Purchased/(Sold) Price of Shares - ------------------- ---------------- --------------- 5/01/07 20,700 11.36 5/01/07 13,500 11.37 5/01/07 5,700 11.38 5/01/07 500 11.39 5/01/07 18,600 11.40 5/11/07 45,500 11.63 SK 21952 0001 787241 -----END PRIVACY-ENHANCED MESSAGE-----