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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Transaction Systems Architects, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
893416 10 7
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*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).
13G
CUSIP NO. 893416 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Capital, L.L.C.
Tax Identification No. 41-1814661
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,393,350 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,383,350 (1)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,393,350 (1)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12) TYPE OF REPORTING PERSON*
OO
_________________________
(1) Includes 2,171,252 shares issuable upon conversion of shares of
Class B Common Stock. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock. Shares of
Class B Common Stock have no voting rights. Under the Bank
Holding Company Act of 1956, the reporting person may be
restricted from owning more than five percent of the outstanding
shares of Class A Common Stock.
13G
CUSIP NO. 893416 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca NEC, L.L.C.
Tax Identification No. 41-1815097
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,393,350 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,383,350 (1)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,393,350(1)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12) TYPE OF REPORTING PERSON*
OO
_________________________
(1) Includes 2,171,252 shares issuable upon conversion of shares of
Class B Common Stock. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock. Shares of
Class B Common Stock have no voting rights. Under the Bank
Holding Company Act of 1956, the reporting person may be
restricted from owning more than five percent of the outstanding
shares of Class A Common Stock.
13G
CUSIP NO. 893416 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,393,350 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,393, 350 (1)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,393,350 (1)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12) TYPE OF REPORTING PERSON*
IN
_________________________
(1) Includes 2,171,252 shares issuable upon conversion of shares of
Class B Common Stock. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock. Shares of
Class B Common Stock have no voting rights. Under the Bank
Holding Company Act of 1956, the reporting person may be
restricted from owning more than five percent of the outstanding
shares of Class A Common Stock.
13G
CUSIP NO. 893416 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Lindahl
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,404,984 (1)(2)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,404,984 (1)(2)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,404,984 (1)(2)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12) TYPE OF REPORTING PERSON*
IN
_________________________
(1) Includes 2,171,252 shares issuable upon conversion of shares of
Class B Common Stock. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock. Shares of
Class B Common Stock have no voting rights. Under the Bank
Holding Company Act of 1956, the reporting person may be
restricted from owning more than five percent of the outstanding
shares of Class A Common Stock.
(2) Includes 11,634 shares held by John F. Lindahl in his individual
capacity.
13G
CUSIP NO. 893416 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,393,350 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,393,350 (1)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,393,350 (1)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12) TYPE OF REPORTING PERSON*
IN
_________________________
(1) Includes 2,171,252 shares issuable upon conversion of shares of
Class B Common Stock. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock. Shares of
Class B Common Stock have no voting rights. Under the Bank
Holding Company Act of 1956, the reporting person may be
restricted from owning more than five percent of the outstanding
shares of Class A Common Stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Item 1(a) Name of Issuer:
Transaction Systems Architects, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
33z0 South 108th Avenue
Omaha, NE 68154
Item 2(a) Name of Person Filing:
1. Norwest Equity Capital, L.L.C. (NEC)
2. Itasca NEC, L.L.C. (INEC)
3. Daniel J. Haggerty (DJH)
4. John E. Lindahl (JEL)
5. George J. Still (GJS)
Item 2(b) Address of Principal Business Office:
1. Norwest Equity Capital, L.L.C.
2800 Piper Jaffray Tower
222 So. Ninth St.
Minneapolis, MN 55402
2. Itasca NEC, L.L.C.
2800 Piper Jaffray Tower
222 So. Ninth St.
Minneapolis, MN 55402
3. Daniel J. Haggerty
2800 Piper Jaffray Tower
222 So. Ninth St.
Minneapolis, MN 55402
4. John E. Lindahl
2800 Piper Jaffray Tower
222 So. Ninth St.
Minneapolis, MN 55402
5. George J. Still, Jr.
2800 Piper Jaffray Tower
222 So. Ninth St.
Minneapolis, MN 55402
This statement is filed by Norwest Equity Capital,
L.L.C. on behalf of all of the persons listed above
pursuant to Rule 13d-1(c) and Rule 13d-1(f). Norwest
Equity Capital, L.L.C. is a Minnesota limited liability
company. Itasca, NEC, L.L.C., a Minnesota limited
liability company, is the managing member of Norwest
Equity Capital, L.L.C. Daniel J. Haggerty, John E.
Lindahl and George J. Still, Jr. are the managing
members of Itasca, NEC, L.L.C.
Item 2(c) Citizenship:
1. NEC: Minnesota
2. INEC: Minnesota
3. DJH: United States
4. JEL: United States
5. GJS: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
893416 10 7
Item 3 N/A
Item 4 Ownership:
(1) Norwest Equity Capital, L.L.C.: At December 31, 1996,
Norwest Equity Capital, L.L.C. owned 2,393,350(1)
shares of common stock. This amount represented 9.1%
of the total shares of common stock outstanding at that
date. Norwest Equity Capital, L.L.C. has no rights to
acquire additional shares through the exercise of
options or otherwise.
(2) Itasca NEC, L.L.C: At December 31, 1996, Itasca NEC,
L.L.C was deemed to own, by virtue of its affiliation
with Norwest Equity Capital, L.L.C, 2,393,350(1) shares
of common stock. This amount represented 9.1% of the
total shares of common stock outstanding at that date.
(3) John E. Lindahl: At December 31, 1996, John E. Lindahl
was deemed to own an aggregate of 2,404,984 shares, as
follows: (a) 2,393,350(1) shares, by virtue of his
affiliation with Norwest Equity Capital, L.L.C, , and
(b) 11,634 shares held in his individual capacity.
This amount represented 9.1% of the total shares of
common stock outstanding at that date.
(4) Daniel J. Haggerty: At December 31, 1996, Daniel J.
Haggerty was deemed to own, by virtue of his
affiliation with Norwest Equity Capital, L.L.C.,
2,393,350(1) shares of common stock. This amount
represented 9.1% of the total shares of common stock
outstanding at that date.
_________________________
(1) Includes 2,171,252 shares issuable upon conversion of shares of
Class B Common Stock. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock. Shares of
Class B Common Stock have no voting rights. Under the Bank
Holding Company Act of 1956, the reporting person may be
restricted from owning more than five percent of the outstanding
shares of Class A Common Stock.
(5) George J. Still, Jr.: At December 31, 1996, George J.
Still, Jr. was deemed to own, by virtue of his
affiliation with Norwest Equity Capital, L.L.C,
2,393,350(1) shares of common stock. This amount
represented 9.1% of the total shares of common stock
outstanding at that date.
The persons filing this statement other than Norwest
Equity Capital, L.L.C. disclaim beneficial ownership
of, and the filing of this shall not be construed as
an admission that the persons filing are beneficial
owners of, the shares covered by this statement for
purposes of Sections 13, 14 or 16 of the Act.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
See Attachment A.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
_________________________
(1) Includes 2,171,252 shares issuable upon conversion of shares of
Class B Common Stock. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock. Shares of
Class B Common Stock have no voting rights. Under the Bank
Holding Company Act of 1956, the reporting person may be
restricted from owning more than five percent of the outstanding
shares of Class A Common Stock.
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.
Date: February 10, 1997
NORWEST EQUITY CAPITAL, L.L.C.
By: Itasca NEC, L.L.C.
/s/ Daniel J. Haggerty
Daniel J. Haggerty