-----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, Lw0ZRVbzXK77bgj1Lbbm8aF0ivBrybNRPaImbvFtoHDoLHYhyqhNKx+klPQL0ReD mhNmNeEI7zG2iBiO45Mrig== 0000072971-96-000072.txt : 19960410 0000072971-96-000072.hdr.sgml : 19960410 ACCESSION NUMBER: 0000072971-96-000072 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960209 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSACTION SYSTEMS ARCHITECTS INC CENTRAL INDEX KEY: 0000935036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 470772104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45029 FILM NUMBER: 96513974 BUSINESS ADDRESS: STREET 1: 330 SOUTH 108TH AVE CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023907600 MAIL ADDRESS: STREET 1: 330 SOUTH 108TH CITY: OMAHA STATE: NE ZIP: 68154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST CORP CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: NORWEST CTR STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: NORWEST TOWER STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Transaction Systems Architects, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893416 10 7 (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (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). 13G CUSIP NO. 893416 10 7 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Corporation Tax Identification No. 41-0449260 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF (5) SOLE VOTING POWER SHARES 586,839 (1) BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,485,626 (2) PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,486,126 (2) 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.7% 12) TYPE OF REPORTING PERSON* HC _________________________ (1) Includes 586,339 shares of Class A Common Stock issuable upon conversion of Class B Common Stock deemed to be beneficially owned by Norwest Corporation. By reason of certain restrictions imposed by the Bank Holding Company Act of 1956, Norwest Corporation and its affiliates are prohibited from exercising voting power with respect to more than 5% of the outstanding shares of Class A Common Stock. The total of 586,339 shares represents 5% of the outstanding shares of Class A Common Stock, assuming such 586,339 shares are outstanding for purposes of computing the percentage. (2) Includes 1,485,626 shares of Class A Common Stock issuable upon conversion of Class B Common Stock deemed to be beneficially owned by Norwest Corporation. 13G CUSIP NO. 893416 10 7 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Limited, Inc. Tax Identification No. 41-1647371 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 586,339 (1) BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,485,626 (2) PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,485,626 (2) 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.7% 12) TYPE OF REPORTING PERSON* CO _________________________ (1) Issuable upon conversion of Class B Common Stock deemed to be beneficially owned by Norwest Limited, Inc. By reason of certain restrictions imposed by the Bank Holding Company Act of 1956, Norwest Corporation and its affiliates (including Norwest Limited, Inc.) are prohibited from exercising voting power with respect to more than 5% of the outstanding shares of Class A Common Stock. The total of 586,339 shares represents 5% of the outstanding shares of Class A Common Stock, assuming such 586,339 shares are outstanding for purposes of computing the percentage. (2) Issuable upon conversion of Class B Common Stock deemed to be beneficially owned by Norwest Limited, Inc. 13G CUSIP NO. 893416 10 7 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Capital, L.L.C. Tax Identification No. 41-1814661 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 586,339 (1) BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,485,626 (2) PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,485,626 (2) 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.7% 12) TYPE OF REPORTING PERSON* OO _________________________ (1) Issuable upon conversion of Class B Common Stock deemed to be beneficially owned by Norwest Equity Capital, L.L.C. By reason of certain restrictions imposed by the Bank Holding Company Act of 1956, Norwest Corporation and its affiliates (including Norwest Equity Capital, L.L.C.) are prohibited from exercising voting power with respect to more than 5% of the outstanding shares of Class A Common Stock. The total of 586,339 shares represents 5% of the outstanding shares of Class A Common Stock, assuming such 586,339 shares are outstanding for purposes of computing the percentage. (2) Issuable upon conversion of Class B Common Stock deemed to be beneficially owned by Norwest Equity Capital, L.L.C. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose of complying with Sections 13(d) and 13(g) of the Act and regulations promulgated thereunder, and is not to be construed as an admission that Norwest Corporation or any of its subsidiaries which join Norwest Corporation in disclaiming beneficial ownership is the beneficial owner of the securities covered by this Schedule 13G for any purpose whatsoever. Item 1(a) Name of Issuer: Transaction Systems Architects, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 33z0 South 108th Avenue Omaha, NE 68154 Item 2(a) Name of Person Filing: 1. Norwest Corporation 2. Norwest Limited, Inc. (NLI) 3. Norwest Equity Capital, L.L.C. (NEC) This statement is filed by Norwest Corporation on behalf of all of the persons listed above pursuant to Rule 13d-1(c). Item 2(b) Address of Principal Business Office: 1. Norwest Corporation Norwest Center Sixth and Marquette Minneapolis, MN 55479-1026 2. Norwest Limited, Inc. 2800 Piper Jaffray Tower 222 So. Ninth St. Minneapolis, MN 55402 3. Norwest Equity Capital, L.L.C. 2800 Piper Jaffray Tower 222 So. Ninth St. Minneapolis, MN 55402 Item 2(c) Citizenship: 1. Norwest Corporation: Delaware 2. NLI: Minnesota 3. NEC: Minnesota Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 893416 10 7 Item 3 Norwest Corporation is a Parent Holding Company in accordance with 240.13d-1(b)(1)(ii)(G). Item 4 Ownership: (a) Amount beneficially owned: 1,486,126 shares (consists solely of shares deemed to be beneficially owned by Norwest Corporation through its subsidiaries) (b) Percent of class: 12.7% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 586,839 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,485,626 (iv) Shared power to dispose or direct the disposition of: 0 Each of Norwest Corporation and NLI disclaim beneficial ownership of, and the filing of this statement shall not be construed as an admission that they are beneficial owners of, the shares covered by this statement for purposes of Sections 13, 14, or 16 of the Act. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable. 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: See Attachment A. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. 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 purposes 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: February 8, 1996 NORWEST CORPORATION By: /s/ Laurel A. Holschuh Laurel A. Holschuh, Senior Vice President and Secretary ATTACHMENT A The Schedule 13G to which this attachment is appended is filed on behalf of the subsidiaries listed below. Norwest Limited, Inc. is a wholly owned subsidiary of Norwest Corporation and owns a controlling interest in Norwest Equity Capital, L.L.C. Norwest Bank Nebraska , National Association, classified for purposes of Regulation 13d-1(b)(1)(ii)(B), as a bank. Norwest Equity Capital, L.L.C. is a Minnesota limited liability company filing pursuant to Rule 13d-1(c). Norwest Limited, Inc. is a Minnesota corporation filing pursuant to Rule 13d-1(c). AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached and any amendments to such Schedule 13G shall be filed on behalf of Norwest Corporation. Norwest Limited, Inc. is a wholly owned subsidiary of Norwest Corporation and owns a controlling interest in Norwest Equity Capital, L.L.C. Dated: February 8, 1996 NORWEST CORPORATION By: /s/ Laurel A. Holschuh Laurel A. Holschuh, Senior Vice President and Secretary NORWEST EQUITY CAPITAL, L.L.C. By: /s/ John P. Whaley John P. Whaley, Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----