-----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, No/HW6lyyeQ8E3zSGVRAiAx5UQxsEejM9vGmxolC+1naz7aaNiu7WZZaU+ixE1YI DTk1EOjoNCu64tvkHO8thA== 0000885273-97-000004.txt : 19971022 0000885273-97-000004.hdr.sgml : 19971022 ACCESSION NUMBER: 0000885273-97-000004 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971021 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BHC FINANCIAL INC CENTRAL INDEX KEY: 0000885273 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 232264646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-24701 FILM NUMBER: 97698525 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103-3212 BUSINESS PHONE: 2156363000 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103-3212 S-3/A 1 As filed with the Securities and Exchange Commission on October 21, 1997. Registration No. 333-24701 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________ FISERV CLEARING, INC. (formerly BHC FINANCIAL, INC.) (Exact Name of Registrant as Specified in Its Charter) Delaware 23-2264646 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) One Commerce Square 2005 Market Street Philadelphia, PA 19103-3212 (215) 636-3000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Lawrence E. Donato Senior Vice President, Chief Financial Officer and Treasurer One Commerce Square 2005 Market Street Philadelphia, PA 19103-3212 (215) 636-3000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) _________________ Copies to: William H. Rheiner, Esq. Martha J. Hays, Esq. Ballard Spahr Andrews & Ingersoll 1735 Market Street Philadelphia, PA 19103 (215) 665-8500 ________________ The Registrant hereby requests that this Post-Effective Amendment become effective as soon as practicable pursuant to Section 8(c) of the Securities Act of 1933. On April 7, 1997, BHC Financial, Inc. (the "Company") filed Registration Statement No. 333-24701 on Form S-3 (as amended, the "Registration Statement") to register the public offering (the "Offering") of 200,000 shares of common stock, par value $.001 per share, of the Company (the "BHC Common Stock"). The BHC Common Stock was offered in connection with the Agreement and Plan of Merger dated March 2, 1997 (the "Merger Agreement") among the Company, Fiserv, Inc. ("Fiserv"), and Fiserv Sub, Inc. ("Fiserv Sub"), a wholly owned subsidiary of Fiserv (the "Merger"). The Merger Agreement required that the Company sell in an offering such number of shares of BHC Common Stock as may be necessary to satisfy the Pooling Condition. The Pooling Condition was defined in the Merger Agreement as Fiserv having reasonably determined that the Merger would be accounted for as a pooling of interests in accordance with generally accepted accounting principles. The Offering was made to satisfy the Pooling Condition. The Securities and Exchange Commission declared the Registration Statement effective as of 5:00 p.m. on May 5, 1997. The Company subsequently sold 165,000 shares in the Offering to satisfy the Pooling Condition. At the termination of the Offering, 35,000 shares remained unsold (the "Remaining Shares"). Accordingly, the Company hereby removes from registration under the Registration Statement the Remaining Shares. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on October 21, 1997. FISERV CLEARING, INC. (formerly BHC FINANCIAL, INC.) By: Senior Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in his capacity and on the date indicated. Signature Title Date George D. Dalton Director October 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----