-----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, UqIp4hMbdacN3KL1vkY4gwB0ihNon4Meh/wlv+yq5GkmrDAoigvDtF2AOQakeGmt FdE0aWwHt70X1KCj34BkOQ== 0000950123-03-010716.txt : 20030924 0000950123-03-010716.hdr.sgml : 20030924 20030924172631 ACCESSION NUMBER: 0000950123-03-010716 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030924 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030924 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31254 FILM NUMBER: 03908711 BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2129076000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 8-K 1 y90145e8vk.txt FORM 8-K 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): September 24, 2003 THE BISYS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 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 9. Regulation FD Disclosure. On September 24, 2003, The BISYS Group, Inc. issued a press release announcing updated earnings guidance for the fiscal quarter ending September 30, 2003 and the fiscal year ending June 30, 2004, and a press release announcing a new Chief Financial Officer. Copies of the press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference in their entirety. SIGNATURES 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 hereunto duly authorized. THE BISYS GROUP, INC. By: /s/ Kevin J. Dell ---------------------------------------- Kevin J. Dell Executive Vice President, General Counsel and Secretary Date: September 24, 2003 2 EXHIBIT INDEX
Exhibit No. Description 99.1 Press Release issued by The BISYS Group, Inc. dated September 24, 2003 updating earnings guidance. The Press Release is furnished herewith and is not filed under the Securities Exchange Act of 1934, as amended. 99.2 Press Release issued by The BISYS Group, Inc. dated September 24, 2003 announcing new CFO. The Press Release is furnished herewith and is not filed under the Securities Exchange Act of 1934, as amended.
3 EX-99.1 3 y90145exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Dennis R. Sheehan President and Chief Executive Officer 212-907-6081 The BISYS Group, Inc. (NYSE: BSG) www.bisys.com BISYS UPDATES EARNINGS GUIDANCE FOR SEPTEMBER 2003 QUARTER AND JUNE 2004 FISCAL YEAR SCHEDULES CONFERENCE CALL FOR THURSDAY, SEPTEMBER 25 NEW YORK, N.Y. (September 24, 2003) - The BISYS Group, Inc. (NYSE:BSG), a leading provider of business process outsourcing solutions for the financial services sector, today updated its earnings guidance for its current September quarter and its fiscal year ending June 30, 2004. For the fiscal quarter ending September 30, BISYS anticipates reporting earnings per diluted share of $0.15, before restructuring and other charges, which is seven cents per share lower than its previous guidance and five cents per share lower than that reported for its September 2002 quarter. This reduction in anticipated earnings is due primarily to lower than anticipated revenue from its life insurance business, and to a lesser extent continued softness in its education services division, and some delay in new client installations in its retirement services business. The Company also announced that, absent an improvement in general market conditions that accelerates the internal growth of its life insurance and education services revenues and/or an acceleration of new business signings in its Investment Services group, earnings per diluted share for its fiscal year ending June 30, 2004, before restructuring charges, is likely to be in the range of $0.80 to $0.85. -more- Dennis Sheehan, president and CEO, stated, "Internal growth for the current quarter in our business overall will not meet the expectations we communicated at the beginning of the quarter, primarily due to lower than expected revenues in our life insurance business. We are implementing a number of initiatives in our life insurance business to return to long-term growth and enhanced profitability." The Company announced that it anticipates taking a charge related to the integration, consolidation and reorganization of certain business operations, particularly in its European fund services business and Insurance and Education Services group. More guidance on the charge will be provided on the Web cast conference call scheduled for 8:30 a.m. on Thursday, September 25, 2003. The Company also announced that a live simulcast and replay of its earnings guidance conference call to be held at 8:30 a.m., EDT on Thursday, September 25, 2003, will be available over the Internet. The live Web cast and archived replay may be accessed on the home page through the "Investor Relations" tab of the Company's Web site at www.bisys.com. Click on the "Earnings Guidance Web cast." Those wishing to listen to the discussion are asked to logon five minutes prior to the scheduled start time. An archive of the call will be available on the BISYS Web site approximately two hours after the call ends. Management's prepared presentation, including any additional financial and statistical information, will be available on BISYS' Web site prior to the Web cast. The additional information also can be accessed from the "Investor Relations" tab of the www.bisys.com home page. ABOUT BISYS The BISYS Group, Inc. (NYSE: BSG), headquartered in New York City, provides business process outsourcing solutions that enable investment firms, insurance companies, and banks to capitalize on convergence by entering new segments of the financial services industry. BISYS currently supports more than 20,000 domestic and international financial institutions and corporate clients through three business units. Its INVESTMENT SERVICES group provides administration and distribution services for approximately 380 clients, representing more -more- than 2,200 mutual funds, hedge funds, private equity funds, and other alternative investment products with more than $650 billion in assets. BISYS' largest group also provides retirement services to more than 15,000 companies in partnership with 40 of the nation's leading banks and investment management companies, and offers analytical research and competitive intelligence through its Financial Research Corporation (FRC) subsidiary. Through its INSURANCE AND EDUCATION SERVICES group, BISYS is the nation's largest independent distributor of life insurance and the premier provider of the support services required to sell traditional and variable life, annuity, long-term care, and disability products. BISYS is also the nation's third largest independent wholesaler of commercial lines of property/casualty insurance. This group complements its insurance distribution services with a comprehensive compliance management solution that supports insurance and investment firms and professionals with more than 225 certification and continuing education training courses, and a sophisticated suite of products and services that automates the entire licensing process. BISYS' INFORMATION SERVICES group provides information processing and imaging solutions to more than 1,150 financial institutions. This group also supports more than 120 insurance companies with a suite of asset retention solutions, and provides complete program management for corporate-sponsored cash management accounts. 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 y90145exv99w2.txt PRESS RELEASE EXHIBIT 99.2 FOR IMMEDIATE RELEASE Contact: Dennis R. Sheehan President and Chief Executive Officer 212-907-6081 The BISYS Group, Inc. (NYSE: BSG) www.bisys.com BISYS ANNOUNCES JAMES L. FOX, PRESIDENT, BISYS FUND SERVICES, PROMOTED TO CFO; ANDREW CORBIN RESIGNING AS CFO TO JOIN ANOTHER COMPANY NEW YORK, N.Y. (September 24, 2003) - The BISYS Group, Inc. (NYSE:BSG), a leading provider of business process outsourcing solutions for the financial services sector, today announced that James L. Fox, President of BISYS Fund Services, will become the Company's new chief financial officer succeeding Andrew Corbin, who is resigning to join another company. Mr. Fox (51), who joined BISYS in April of this year, is a 25-year veteran of the financial services industry with extensive executive, operating and financial experience. Prior to joining BISYS, Mr. Fox served for two years as president and chief executive officer of govONE Solutions, a leader in electronic government payment services and a subsidiary of First Data Corporation. Prior to joining govONE Solutions, Mr. Fox served for one year as Vice President and Chief Financial Officer of Gomez, Inc., a research and consulting company specializing in Internet technologies, following a twelve-year career with the Investor Services Group of First Data Corporation, a provider of processing and mutual fund and retirement service for mutual fund complexes, banks, insurance companies and investment advisory firms. Mr. Fox held a number of senior executive positions in the Investor Services Group of First Data Corporation during his twelve-year career, including chief financial officer, chief operating officer, and president at the time the group was acquired by PNC Financial Services Group, Inc. in 1999. He then served as vice chairman at PFPC Inc., the mutual fund services company of PNC Financial Services Group, Inc., and as a member of the board for PFPC Worldwide Inc. -more- Mr. Fox holds a bachelor of art degree in economics from the State University of New York and an MBA from Suffolk University. He is a graduate of The University of Pennsylvania Wharton School of Graduate Business' Advanced Management Program. ABOUT BISYS The BISYS Group, Inc. (NYSE: BSG), headquartered in New York City, provides business process outsourcing solutions that enable investment firms, insurance companies, and banks to capitalize on convergence by entering new segments of the financial services industry. BISYS currently supports more than 20,000 domestic and international financial institutions and corporate clients through three business units. Its INVESTMENT SERVICES group provides administration and distribution services for approximately 380 clients, representing more than 2,200 mutual funds, hedge funds, private equity funds, and other alternative investment products with more than $650 billion in assets. BISYS' largest group also provides retirement services to more than 15,000 companies in partnership with 40 of the nation's leading banks and investment management companies, and offers analytical research and competitive intelligence through its Financial Research Corporation (FRC) subsidiary. Through its INSURANCE AND EDUCATION SERVICES group, BISYS is the nation's largest independent distributor of life insurance and the premier provider of the support services required to sell traditional and variable life, annuity, long-term care, and disability products. BISYS is also the nation's third largest independent wholesaler of commercial lines of property/casualty insurance. This group complements its insurance distribution services with a comprehensive compliance management solution that supports insurance and investment firms and professionals with more than 225 certification and continuing education training courses, and a sophisticated suite of products and services that automates the entire licensing process. BISYS' INFORMATION SERVICES group provides information processing and imaging solutions to more than 1,150 financial institutions. This group also supports more than 120 insurance companies with a suite of asset retention solutions, and provides complete program management for corporate-sponsored cash management accounts. 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-----