SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Billserv, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
090181 10 8
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(CUSIP Number)
December 31, 2002
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a 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).
Billserv, Inc.
CUSIP No. 090181 10 8
Page -2-
1. Names of Reporting Person: CheckFree Corporation
S.S. or I.R.S. Identification No. of Above Individual (optional):
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ x ]
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- shares
6. Shared Voting Power: 3,168,242 (1)
7. Sole Dispositive Power: -0- shares
8. Shared Dispositive Power: 3,168,242 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,168,242
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row (9): 15.3%(2)
12. Type of Reporting Person:
CO
(1) Shared only by virtue of the fact that CheckFree Investment
Corporation ("CheckFree Investment"), the record holder of the shares, is
a wholly-owned subsidiary of CheckFree Corporation ("CheckFree").
CheckFree disclaims beneficial ownership of the shares under Rule 13d-3.
Total includes 2,289,121 warrants that are exercisable within the next
sixty (60) days.
(2) Based on 20,603,799 shares of common stock outstanding as of September
30, 2002, according to Billserv, Inc.'s Form 10-Q, filed with the
Commission on November 14, 2002.
Billserv, Inc.
CUSIP No. 090181 10 8
Page -3-
1. Names of Reporting Person: CheckFree Investment Corporation
S.S. or I.R.S. Identification No. of Above Individual (optional):
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ x ]
3. SEC Use Only
4. Citizenship or Place of Organization: Nevada
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: -0- shares
6. Shared Voting Power: 3,168,242 (3)
7. Sole Dispositive Power: -0- shares
8. Shared Dispositive Power: 3,168,242 (3)
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,168,242
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row (9): 15.3%(4)
12. Type of Reporting Person:
CO
(3) Shared only by virtue of the fact that CheckFree Investment is a
wholly owned subsidiary of CheckFree. Total includes 2,289,121 warrants
that are exercisable within the next sixty (60) days.
(4) Based on 20,603,799 shares of common stock outstanding as of September
30, 2002, according to Billserv, Inc.'s Form S-3, filed with the
Commission on November 14, 2002.
Billserv, Inc.
CUSIP No. 090181 10 8
Page -4-
Item 1.
(a) Name of Issuer
Billserv, Inc., a Nevada corporation
(b) Address of Issuer's Principal Executive Offices:
211 North Loop 1604 East, Suite 200, San Antonio, Texas 78232
Item 2.
(a) Name of Person Filing:
(i) CheckFree Corporation
(ii) CheckFree Investment Corporation
(b) Address:
(i) 4411 East Jones Bridge Road
Norcross, GA 30092
(ii) 2920 Green Valley Road
Building 3, Suite 321-19
Henderson, NV 89014
(c) Citizenship or place of organization
(i) Delaware
(ii) Nevada
(d) Title of Class of Securities
Common Stock, par value $0.001 per share
(e) CUSIP Number
090181 10 8
Item 3. Not Applicable
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: 3,168,242
(b) Percent of class: 15.3%
Billserv, Inc.
CUSIP No. 090181 10 8
Page -5-
(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: 3,168,242
Shared only by virtue of the fact that CheckFree Investment
Corporation ("CheckFree Investment"), the record holder of the
shares, is a wholly-owned subsidiary of CheckFree Corporation
("CheckFree"). CheckFree disclaims beneficial ownership of the
shares under Rule 13d-3. Total includes 2,289,121 warrants
that are exercisable within the next sixty (60) days.
(iii) Sole power to dispose or to direct the disposition of: -0-
shares
(iv) Shared power to dispose or to direct the disposition of:
3,168,242
Shared only by virtue of the fact that CheckFree Investment,
the record holder of the shares, is a wholly-owned subsidiary
of CheckFree. CheckFree disclaims beneficial ownership of the
shares under Rule 13d-3. Total includes 2,289,121 warrants
that are exercisable within the next sixty (60) days.
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Billserv, Inc.
CUSIP No. 090181 10 8
Page -6-
Item 10. Certification
Because this statement is filed pursuant to Rule 13d-1(c), the
following certification is included:
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.
Date: February 7, 2003 CheckFree Corporation
By: /s/ Robert J. Tannous
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Signature
Robert J. Tannous, Assistant Secretary
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Name/Title
Date: February 7, 2003 CheckFree Investment Corporation
By: /s/ Robert J. Tannous
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Signature
Robert J. Tannous, Assistant Secretary
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Name/Title
Billserv, Inc.
CUSIP No. 090181 10 8
Page -7-
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Amendment No. 2 to Schedule 13G relating to
the shares of common stock of Billserv, Inc. held by each of the undersigned and
to all amendments to such statement.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
February 7, 2003.
CheckFree Corporation
By: /s/ Robert J. Tannous
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Robert J. Tannous, Assistant Secretary
CheckFree Investment Corporation
By: /s/ Robert J. Tannous
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Robert J. Tannous, Assistant Secretary