SEC 1745
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Transaction Systems Architects, Inc. - Class A
(Name of Issuer)
Common Stock
(Title of Class of Securities)
893416107
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
CUSIP No. . 893416107......................................
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
04-3330073.................................................................
.........................................................................
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
.............................................................................
............................................................................
(b)
............................................................................
............................................................................
3.
SEC Use Only
..............................................................................
...................................................
4.
Citizenship or Place of Organization
..............................................................................
..................
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
........0..................................................................
...........................................
6. Shared Voting Power
..........1,404,710........................................................
..........................................
7. Sole Dispositive Power
.........0.................................................................
......................................
8. Shared Dispositive Power
..........1,850,284........................................................
.......................................
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
............................................................
1,850,284 shares
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions).................................
11.
Percent of Class Represented by Amount in Row (9)
..........................................................................
5.25%
12.
Type of Reporting Person (See Instructions)
IA
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INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l)
Names and I.R.S. Identification Numbers of Reporting Persons-Furnish the full
legal name of each person or whom the report is filed-i.e., each person required
to sign the schedule itself-including each member
of a group. Do not include the name of a person required to be identified in the
report but who is not a
reporting person. Reporting persons that are entities are also requested to
furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).
(2)
If any of the shares beneficially owned by a reporting person are held as a
member of a group and that
membership is expressly affirmed, please check row 2(a). If the reporting person
disclaims membership in a
group or describes a relationship with other persons but does not affirm the
existence of a group, please
check row 2(b) [unless it is a joint filing pursuant to Rule 13d1(k)(1) in which
case it may not be necessary
to check row 2(b)].
(3)
The third row is for SEC internal use; please leave blank.
(4)
Citizenship or Place of Organization-Furnish citizenship if the named reporting
person is a natural person.
Otherwise, furnish place of organization.
(5)-(9),
(11)
Aggregate Amount Beneficially Owned By Each Reporting Person, Etc.-Rows (5)
through (9) inclusive,
and (11) are to be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the nearest tenth (one
place after decimal point).
(10)
Check if the aggregate amount reported as beneficially owned in row (9) does
Not include shares as to which beneficial ownership is disclaimed pursuant to
Rule 13d-4 (17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(12)
Type of Reporting Person-Please classify each "reporting person" according to
the following breakdown (see Item 3 of Schedule 13G) and place the appropriate
symbol on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan, Pension Fund, or Endowment Fund
EP
Parent Holding Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Other
OO
Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D1) by appropriate cross references to an
item or items on the cover page(s). This approach
may only be used where the cover page item or items provide all the disclosure
required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and
accordingly being considered as "filed" for purposes of Section 18 of the
Securities Exchange Act or otherwise subject to the liabilities of that section
of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either completed copies
of the blank forms available from the Commission, printed or typed facsimiles,
or computer printed facsimiles, provided the documents filed have identical
formats to the forms prescribed in the Commission's
regulations and meet existing Securities Exchange Act rules as to such matters
as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations
thereunder, the Commission is authorized to solicit the information required to
be supplied by this schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers,
disclosure of which is voluntary. The information will be used for the primary
purpose of determining and disclosing the holdings of certain beneficial owners
of certain equity securities. This statement will be made a matter
of public record. Therefore, any information given will be available for
inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a
variety of purposes, including
referral to other governmental authorities or securities self-regulatory
organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or
provisions. I.R.S. identification numbers, if furnished, will assist the
Commission in identifying security holders
and, therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A.
Statements filed pursuant to Rule 13d-1(b) containing the information required
by this schedule shall be filed not later than February 14 following the
calendar year covered by the statement or within the time specified in Rules
13d-1(b)(2) and 13d2(c). Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d)
shall be filed not later than February 14 following the calendar year covered by
the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B.
Information contained in a form which is required to be filed by rules under
section 13(f) (15 U.S.C.
78m(f)) for the same calendar year as that covered by a statement on this
schedule may be incorporated by
reference in response to any of the items of this schedule. If such information
is incorporated by reference
in this schedule, copies of the relevant pages of such form shall be filed as
an exhibit to this schedule.
C.
The item numbers and captions of the items shall be included but the text of
The items is to be omitted. The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without referring to
the text of the items. Answer every item. If an item is inapplicable or the
answer is in the negative, so state.
CUSIP No...893416107.....................................
Item 1.
(a)
Name of Issuer
Transaction Systems Architects, Inc. - Class A
(b)
Address of Issuer's Principal Executive Offices
224 South 108th Avenue, Suite 7, Omaha, Nebraska 68154.
Item 2.
(a)
Name of Person Filing
Jurika & Voyles, L.P.
(b)
Address of Principal Business Office or, if none, Residence
1999 Harrison Street, Suite 700, Oakland, California 94612
(c)
Citizenship
Organized as a Delaware Limited Partnership.
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
893416107
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C 80a-8).
(e)
[ X ]
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with 240.13d-
1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with 240.13d-
1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: 1,850,284 shares.
(b)
Percent of class: 5.25%.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote -0- shares.
(ii)
Shared power to vote or to direct the vote 1,404,710 shares.
(iii)
Sole power to dispose or to direct the disposition of -0- shares.
(iv)
Shared power to dispose or to direct the disposition of 1,850,284 shares.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see 240.13d3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the
following [ ].
Instruction: Dissolution of a group requires a response to this item.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that effect should be
included in response to this item and, if
such interest relates to more than five percent of the class, such person should
be identified. A listing of the
shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not required.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Item 8.
Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
Item 9.
Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
Date of the dissolution and that all further
filings with respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity. See Item 5.
Item
10.
Certification
(a)
The following certification shall be included if the statement is filed pursuant
to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b)
The following certification shall be included if the statement is filed pursuant
to 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose 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.
February 13, 2002
Date
/s/ Christopher L. Bittman
Signature
President and CEO
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized
representative. If the statement is signed on behalf of a person by his
authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf
of such person shall be filed with the statement, provided, however, that a
power of attorney for this purpose which
is already on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all
exhibits. See 240.13d-7 for other parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations
(See 18 U.S.C. 1001)