-----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, TqOr4zL9fuAnzzovsXZDoFFgb7rqCb0OM4xhlj3M2yKgc/l3XpBsTFsmXLZY+/KZ /YNKDiqY0crUzT4wf8DC2A== 0000950123-02-002920.txt : 20020415 0000950123-02-002920.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950123-02-002920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020307 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BISYS GROUP INC CENTRAL INDEX KEY: 0000883587 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133532663 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31254 FILM NUMBER: 02585900 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 8-K 1 y58956e8-k.txt THE BISYS GROUP, INC. SECURITIES and EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2002 (March 7, 2002) THE BISYS GROUP, INC. (Exact name of registrant as specified in its charter) Delware 0-19922 13-3532663 (State or other Jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 90 Park Avenue, New York, New York 10016 (Address of principal executive offices) (212) 907-6000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. A. On March 7, 2002, The BISYS Group, Inc. (the "Company") issued a press release announcing that it had entered into a definitive agreement to acquire Hemisphere Management Limited, a Bermuda company, Hemisphere Financial Services LLC, a Delaware limited liability company, Hemisphere Financial Group LLC, a Delaware limited liability company, and Hemisphere (Ireland) Limited, an Ireland company (collectively, the "Hemisphere Group of Companies"), for a purchase price of approximately $130 million in cash. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference in its entirety. B. On March 22, 2002, the Company issued a press release announcing that it had completed the acquisition of the Hemisphere Group of Companies. A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. Description 99.1 Press Release issued by The BISYS Group, Inc. dated March 7, 2002 99.2 Press Release issued by The BISYS Group, Inc. dated March 22, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. THE BISYS GROUP, INC. By:/s/ Kevin J. Dell ----------------------------- Kevin J. Dell Executive Vice President, General Counsel and Secretary Date: March 26, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release issued by The BISYS Group, Inc. dated March 7, 2002 99.2 Press Release issued by The BISYS Group, Inc. dated March 22, 2002 EX-99.1 3 y58956ex99-1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Lynn Mangum Chairman and Chief Executive Officer (212) 907-6066 The BISYS Group, Inc. (NYSE: BSG) www.bisys.com BISYS(R) ACQUIRES THE HEMISPHERE GROUP OF COMPANIES --Acquisition Expands BISYS' Service Offering for Fast Growing Hedge Fund Market -- NEW YORK, N.Y. (March 7, 2002) -- The BISYS Group, Inc., a leading provider of outsourcing services to the financial services sector, today announced it has entered into a definitive agreement to acquire the Hemisphere companies, a leading provider of outsourcing services for the rapidly growing hedge fund market. Hemisphere is the largest hedge fund administrator in Europe and the third largest globally. This acquisition extends BISYS' position as a leading provider of value-added services for the investment management industry, and expands its presence and potential in the rapidly growing hedge fund and alternative investment products markets. The hedge fund market, which currently has more than $500 billion in assets under management, is expected to have approximately $1.7 trillion in assets by 2008. Hemisphere provides an extensive range of outsourcing services, including fund administration, record keeping, regulatory and tax services, and corporate secretary and director services. Bermuda-based Hemisphere currently services funds with approximately $50 billion in assets under management from service centers in Bermuda, Boston, and Dublin, Ireland. Its clients are global in scope and represent many of the industry's largest investment managers. According to Lynn Mangum, chairman and chief executive officer of BISYS, "The hedge fund industry represents a major growth opportunity and strategy for BISYS. Acquiring Hemisphere positions BISYS as a market leader in this dynamic segment of the financial services industry, and provides a high-growth platform proven to support the requirements of some of the largest global asset managers. Combining Hemisphere's service offerings with BISYS' existing mutual fund administration capabilities will generate the broadest array of fund services currently available from a single provider, and will enhance BISYS' position as the leading third-party service provider to the investment services industry." Tom Healy, Hemisphere's chief executive officer, added, "We have recognized BISYS as a leading provider of sophisticated fund services and a technology innovator, and we have monitored BISYS' growth in terms of its client base, product and service offerings, and global presence. We welcome the opportunity to become a strategic component of this dynamic organization. We are excited about enhancing the services we provide to our existing clients by leveraging BISYS' resources and industry experience, and about the significant opportunities to cross-sell additional services to our respective client bases." BISYS is acquiring Hemisphere from Mutual Risk Management Ltd. for the purchase price of approximately $130 million. Following regulatory approvals, this transaction is expected to be completed by March 31, 2002. ABOUT BISYS' INVESTMENT SERVICES GROUP BISYS is a leading provider of growth-enabling investment services. BISYS' FUND SERVICES currently supports approximately 120 domestic and international financial services clients, representing approximately $500 billion in assets and more than 1,200 registered and non-registered funds. Its broad array of services includes fund administration and accounting, transfer agency and shareholder services, compliance and legal support, and marketing and distribution solutions for traditional fund complexes and alternative investments such as variable annuities, hedge funds, exchange traded funds, and separate accounts. Complementing its domestic presence, BISYS operates international fund services platforms supporting Dublin, London, Luxembourg, Guernsey, and the Cayman Islands. BISYS' RETIREMENT SERVICES provides virtually every component of a sophisticated retirement plan infrastructure, including prototype plan design and maintenance, plan administration, forms and documents, customized marketing and sales support, reference resources, a toll-free help line for ongoing access to industry expertise and assistance, Web-based planning tools and content, and staff training and development. BISYS is the leading third-party administrator of small to medium-size 401(k) plans, currently supporting approximately 15,000 retirement plans and more than 1.3 million plan participants. As a leading provider of ERISA documents and related ancillary services, BISYS supports more than four million IRA holders and approximately 400,000 employers, and trains approximately 12,000 industry professionals annually. Through its Financial Research Corporation (FRC) subsidiary, BISYS provides the analytical research and competitive intelligence necessary to develop innovative financial products and services, and successful distribution strategies. ABOUT BISYS The BISYS Group, Inc. (NYSE: BSG), headquartered in New York City, supports more than 20,000 financial institutions and corporate clients through three integrated business units. Its INVESTMENT SERVICES group administers and distributes approximately 120 families of mutual funds with more than 1,200 registered and non-registered funds, provides retirement services to approximately 15,000 companies in partnership with 36 of the nation's leading banks and investment management companies, offers analytical research and competitive intelligence through its Financial Research Corporation (FRC) subsidiary, and offers regulatory consulting services. The INSURANCE AND EDUCATION SERVICES group provides distribution solutions for traditional and variable life, annuity, long-term care, and disability insurance products; offers certification and continuing education training for insurance and investment professionals; and provides licensing-related products and services. BISYS' INFORMATION SERVICES group provides information processing and check imaging solutions to more than 1,150 financial institutions. Additional information is available at www.bisys.com. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN THE PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SAFE-HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING BUT NOT LIMITED TO ECONOMIC, COMPETITIVE, GOVERNMENTAL AND TECHNOLOGICAL FACTORS AFFECTING THE COMPANY'S OPERATIONS, MARKETS, SERVICES AND RELATED PRODUCTS, PRICES AND OTHER FACTORS DISCUSSED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. ### EX-99.2 4 y58956ex99-2.txt PRESS RELEASE EXHIBIT 99.2 FOR IMMEDIATE RELEASE Contact: Lynn Mangum Chairman and Chief Executive Officer (212) 907-6066 The BISYS Group, Inc. (NYSE: BSG) www.bisys.com BISYS(R) COMPLETES ACQUISITION OF THE HEMISPHERE GROUP OF COMPANIES -- Acquisition Expands BISYS' Service Offering for Fast Growing Hedge Fund Market -- NEW YORK, N.Y. (March 22, 2002) -- The BISYS Group, Inc., a leading provider of business process outsourcing services to the financial services sector, today announced that it has received regulatory approval and completed its previously announced acquisition of the Hemisphere companies, a leading provider of outsourcing services for the rapidly growing hedge fund market. The acquisition of Hemisphere, which is the largest hedge fund administrator in Europe and the third largest globally, enhances BISYS' position as a leading provider of value-added services for the investment management industry, and expands its presence and potential in the high-growth hedge fund and alternative investment products markets. The overall hedge fund market, which currently has more than $500 billion in assets under management, is expected to have approximately $1.7 trillion in assets by 2008. Hemisphere provides an extensive range of outsourcing services, including fund administration, record keeping, regulatory and tax services, and corporate secretary and director services. Hemisphere currently services funds with approximately $50 billion in assets under management from service centers in Bermuda, Boston, and Dublin, Ireland. Its clients are global in scope and represent many of the industry's largest investment managers. According to Lynn Mangum, chairman and chief executive officer of BISYS, "The hedge fund industry represents a strategic and significant growth opportunity for BISYS, and acquiring Hemisphere positions BISYS as a market leader in this segment of the financial services industry. We expect to aggressively grow this platform, which is currently supporting some of the largest global asset managers, through direct sales to new clients and cross sales to our respective client bases. Complementing BISYS' existing mutual fund administration capabilities with Hemisphere's service offerings will generate the broadest array of fund services currently available from a single provider." This acquisition was previously announced on March 7, 2002; and reviewed in detail during the same-day conference call and webcast. ABOUT BISYS' INVESTMENT SERVICES GROUP BISYS is a leading provider of growth-enabling investment services. BISYS' FUND SERVICES currently supports approximately 120 domestic and international financial services clients, representing approximately $500 billion in assets and more than 1,200 registered and non-registered funds. Its broad array of services includes fund administration and accounting, transfer agency and shareholder services, compliance and legal support, and marketing and distribution solutions for traditional fund complexes and alternative investments such as variable annuities, hedge funds, exchange traded funds, and separate accounts. Complementing its domestic presence, BISYS operates international fund services platforms supporting Dublin, London, Luxembourg, Guernsey, and the Cayman Islands. BISYS' RETIREMENT SERVICES provides virtually every component of a sophisticated retirement plan infrastructure, including prototype plan design and maintenance, plan administration, forms and documents, customized marketing and sales support, reference resources, a toll-free help line for ongoing access to industry expertise and assistance, Web-based planning tools and content, and staff training and development. BISYS is the leading third-party administrator of small to medium-size 401(k) plans, currently supporting approximately 15,000 retirement plans and more than 1.3 million plan participants. As a leading provider of ERISA documents and related ancillary services, BISYS supports more than four million IRA holders and approximately 400,000 employers, and trains approximately 12,000 industry professionals annually. Through its Financial Research Corporation (FRC) subsidiary, BISYS provides the analytical research and competitive intelligence necessary to develop innovative financial products and services, and successful distribution strategies. ABOUT BISYS The BISYS Group, Inc. (NYSE: BSG), headquartered in New York City, supports more than 20,000 financial institutions and corporate clients through three integrated business units. Its INVESTMENT SERVICES group administers and distributes approximately 120 families of mutual funds with more than 1,200 registered and non-registered funds, provides retirement services to approximately 15,000 companies in partnership with 36 of the nation's leading banks and investment management companies, offers analytical research and competitive intelligence through its Financial Research Corporation (FRC) subsidiary, and offers regulatory consulting services. The INSURANCE AND EDUCATION SERVICES group provides distribution solutions for traditional and variable life, annuity, long-term care, and disability insurance products; offers certification and continuing education training for insurance and investment professionals; and provides licensing-related products and services. BISYS' INFORMATION SERVICES group provides information processing and check imaging solutions to more than 1,150 financial institutions. Additional information is available at www.bisys.com. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN THE PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SAFE-HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING BUT NOT LIMITED TO ECONOMIC, COMPETITIVE, GOVERNMENTAL AND TECHNOLOGICAL FACTORS AFFECTING THE COMPANY'S OPERATIONS, MARKETS, SERVICES AND RELATED PRODUCTS, PRICES AND OTHER FACTORS DISCUSSED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. ### -----END PRIVACY-ENHANCED MESSAGE-----