-----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, CsW9LkIVmeBOETHJhy7awnUDZGnhTP8SJfOZwTBeHuug020Y9QWnekiK/buMFLNk 4GBC6m3xgMQfQAcz4r25CQ== 0000903423-01-000062.txt : 20010223 0000903423-01-000062.hdr.sgml : 20010223 ACCESSION NUMBER: 0000903423-01-000062 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL INFORMATION CONSORTIUM CENTRAL INDEX KEY: 0001065332 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522077581 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-57857 FILM NUMBER: 1540286 BUSINESS ADDRESS: STREET 1: 12 CORPORATE WOODS 10975 BENSON STREET STREET 2: SUITE 390 CITY: OVERLAND PARK STATE: KS ZIP: 66210 MAIL ADDRESS: STREET 1: 12 CORPORATE WOODS 10975 BENSON STREET STREET 2: SUITE 390 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL INFORMATION CONSORTIUM INC DATE OF NAME CHANGE: 19990504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELLMAN & FRIEDMAN CAPITAL PARTNERS III LP CENTRAL INDEX KEY: 0001062988 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CLEARY GOTTTLEIB STEEN & HAMILGON STREET 2: 1 LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 21232252172 MAIL ADDRESS: STREET 1: C/O CLEARY GOTTTLEIB STEEN & HAMILGON STREET 2: 1 LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 SC 13G 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (1) National Information Consortium, Inc. ------------------------------------- (Name of Issuer) Common Stock, no par value -------------------------- (Title of Class of Securities) 636491102 --------- (CUSIP Number) February 14, 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: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) (1) 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 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. 636491102 13G Page 2 of 13 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Hellman & Friedman Capital Partners III, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California 5. SOLE VOTING POWER NUMBER OF - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 3,033,387 REPORTING PERSON 7. SOLE DISPOSITIVE POWER WITH - 0 - 8. SHARED DISPOSITIVE POWER 3,033,387 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,033,387 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636491102 13G Page 3 of 13 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) H&F Orchard Partners III, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California 5. SOLE VOTING POWER NUMBER OF - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 221,278 REPORTING PERSON 7. SOLE DISPOSITIVE POWER WITH - 0 - 8. SHARED DISPOSITIVE POWER 221,278 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 221,278 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636491102 13G Page 4 of 13 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) H&F International Partners III, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California 5. SOLE VOTING POWER - 0 - NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY 66,422 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH - 0 - 8. SHARED DISPOSITIVE POWER 66,422 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,422 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636491102 13G Page 5 of 13 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) H&F Investors III, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California 5. SOLE VOTING POWER NUMBER OF - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 3,321,087 REPORTING PERSON 7. SOLE DISPOSITIVE POWER WITH - 0 - 8. SHARED DISPOSITIVE POWER 3,321,087 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,087 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636491102 13G Page 6 of 13 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) F. Warren Hellman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5. SOLE VOTING POWER NUMBER OF - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 3,321,087 REPORTING PERSON 7. SOLE DISPOSITIVE POWER WITH - 0 - 8. SHARED DISPOSITIVE POWER 3,321,087 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,087 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636491102 13G Page 7 of 13 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) John L. Bunce, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5. SOLE VOTING POWER - 0 - NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY 3,321,087 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH - 0 - 8. SHARED DISPOSITIVE POWER 3,321,087 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,087 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: National Information Consortium, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 12 Corporate Woods 10975 Benson Street, Suite 390 Overland Park, KS 66210 Item 2(a). Names of Persons Filing: This statement is filed on behalf of Hellman & Friedman Capital Partners III, L.P., a California limited partnership, H&F International Partners III, L.P., a California limited partnership, H&F Orchard Partners III, L.P., a California limited partnership (collectively, the "H&F Investors"), H&F Investors III, Inc., a California C corporation ("H&F Inc."), F. Warren Hellman and John L. Bunce, Jr. The H&F Investors are the direct owners of the Shares (as defined below). The sole general partner of the H&F Investors is H&F Investors III, a California general partnership. The managing general partner of H&F Investors III is Hellman & Friedman Associates III, L.P., a California limited partnership, and the managing general partner of Hellman & Friedman Associates III, L.P. is H&F Inc. The sole shareholder of H&F Inc. is The Hellman Family Revocable Trust (the "Trust"). Mr. Hellman is a director of H&F Inc. and a trustee of the Trust. The investment decisions of H&F Inc. are made by an executive committee, of which Messrs. Hellman and Bunce are voting members. The executive committee indirectly exercises sole voting and investment power with respect to the Shares held by the H&F Investors. As members of the executive committee, Messrs. Hellman and Bunce could be deemed to beneficially own such shares, but each disclaims such beneficial ownership except to the extent of his indirect pecuniary interest in such shares. Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business office of each Reporting Person is One Maritime Plaza, 12th Floor, San Francisco, California 94111. Item 2(c). Citizenship: Each of the H&F Investors is a California limited partnership. H&F Inc. is a California C corporation. F. Warren Hellman and John L. Bunce, Jr. are citizens of the United States of America. Item 2(d). Title of Class of Securities: Common Stock, no par value (the "Shares"). Item 2(e). CUSIP Number: The CUSIP number for the Shares is 636491102. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: See response to item 9 on pages 2-[ ] with respect to each filing person. (b) Percent of class: See response to item 11 on pages 2-[ ] with respect to each filing person. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See response to item 5 on pages 2-6 with respect to each filing person. (ii) Shared power to vote or to direct the vote: See response to item 5 on pages 2-6 with respect to each filing person. (iii) Sole power to dispose or to direct the disposition of: See response to item 5 on pages 2-6 with respect to each filing person. (iv) Shared power to dispose or to direct the disposition of: See response to item 5 on pages 2-6 with respect to each filing person. 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 [ ]. 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. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. Not applicable. 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. Dated as of : February 1, 2001 H&F INVESTORS III, INC. By: /s/ John L. Bunce, Jr. --------------------------------- Name: John L. Bunce, Jr. Title: Vice President AGREEMENT WITH RESPECT TO SCHEDULE 13G The undersigned hereby agree that any Statement on Schedule 13G to be filed with the Securities and Exchange Commission by any of the undersigned, including any amendment thereto, with respect to securities of National Information Consortium, Inc., a Colorado corporation may be filed by any of the undersigned on behalf of all of the undersigned. IN WITNESS WHEREOF, the undersigned have caused the Agreement to be executed in counterparts by their duly authorized signatories as of this 1st day of February, 2001. HELLMAN & FRIEDMAN CAPITAL PARTNERS III, L.P. By its General Partner, H&F Investors III By its Managing General Partner, Hellman & Friedman Associates III, L.P. By its Managing General Partner, H&F Investors III, Inc. By: /s/ John L. Bunce, Jr. --------------------------------- Name: John L. Bunce, Jr. Title: Vice President H&F ORCHARD PARTNERS III, L.P. By its General Partner, H&F Investors III By its Managing General Partner, Hellman & Friedman Associates III, L.P. By its Managing General Partner, H&F Investors III, Inc. By: /s/ John L. Bunce, Jr. --------------------------------- Name: John L. Bunce, Jr. Title: Vice President H&F INTERNATIONAL PARTNERS III, L.P. By its General Partner, H&F Investors III By its Managing General Partner, Hellman & Friedman Associates III, L.P. By its Managing General Partner, H&F Investors III, Inc. By: /s/ John L. Bunce, Jr. --------------------------------- Name: John L. Bunce, Jr. Title: Vice President H&F INVESTORS III, INC. By: /s/ John L. Bunce, Jr. --------------------------------- Name: John L. Bunce, Jr. Title: Vice President By: /s/ F. Warren Hellman --------------------------------- Name: F. Warren Hellman By: /s/ John L. Bunce, Jr. --------------------------------- Name: John L. Bunce, Jr. -----END PRIVACY-ENHANCED MESSAGE-----