Filed pursuant to Rule No. 424(b)(3)
File Number 333-62154
PROSPECTUS SUPPLEMENT NO. 12
THE BISYS GROUP, INC.
$300,000,000
4% Convertible Subordinated Notes due 2006
and shares of common stock issuable upon conversion of the notes
This prospectus supplement supplements the prospectus dated June 15,
2001 of The BISYS Group, Inc. relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of the securityholders' interests) of
up to $300,000,000 principal amount at maturity of notes and the shares of
common stock issuable upon conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus.
The following represents updated information regarding the selling
securityholder listed in the selling securityholder table in the prospectus:
Aggregate
Principal Number of
Amount at Shares of Percentage of
Maturity of Percentage of Common Stock Shares of
Notes That Notes That May Be Common Stoc,
Name May Be Sold Outstand Sold (1) Outstanding (2)
- ------------------------------------- --------------- ---------------- -------------- ---------------
Occidental Petroleum Corporation..... $37,000 * 1,108 *
_____________
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's notes at a conversion rate of 29.9458 shares of
common stock per $1,000 principal amount at maturity of the notes. We adjusted the
conversion rate in February 2002 to reflect a 2-for-1 stock split in our outstanding shares of
common stock effected in the form of a stock dividend. This conversion rate is subject to
further adjustment, however, as described under "Description of the Notes-Conversion
Rights". As a result, the number of shares of common stock issuable upon conversion of the
notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 119,717,723 shares of
common stock outstanding as of January 31, 2003. In calculating this amount for each
holder, we treated as outstanding the number of shares of common stock issuable upon
conversion of all of that holder's notes, but we did not assume conversion of any other
holder's notes.
Investing in the notes or shares of common stock involves risks that
are described in the "Risk Factors" section beginning on page 6 of the
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 6, 2003.