--------------------------------------------------------------------------------
SEC 1745 (02-02) Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
--------------------------------------------------------------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response. . . 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
Online Resources Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68273G101
(CUSIP Number)
December 31, 2002
(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).
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Federated Investors, Inc.
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
Pennsylvania
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 2,135,144
6. Shared Voting Power
7. Sole Dispositive Power 2,135,144
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,135,144
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.8%
12. Type of Reporting Person (See Instructions) HC
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Voting Shares Irrevocable Trust
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
Pennsylvania
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 2,135,144
6. Shared Voting Power
7. Sole Dispositive Power 2,135,144
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,135,144
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.8%
12. Type of Reporting Person (See Instructions) OO
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John F. Donahue
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
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
6. Shared Voting Power 2,135,144
7. Sole Dispositive Power
8. Shared Dispositive Power 2,135,144
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,135,144
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.8%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rhodora J. Donahue
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
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
6. Shared Voting Power 2,135,144
7. Sole Dispositive Power
8. Shared Dispositive Power 2,135,144
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,135,144
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.8%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
J. Christopher Donahue
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
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
6. Shared Voting Power 2,135,144
7. Sole Dispositive Power
8. Shared Dispositive Power 2,135,144
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,135,144
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.8%
12. Type of Reporting Person (See Instructions) IN
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 for 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.
Item 1.
(a) Name of Issuer
Online Resources Corporation
(b) Address of Issuer's Principal Executive Offices
7600 Colshire Drive, McLean, VA 22102
Item 2.
(a) Name of Person Filing SEE ROW 1 OF COVER PAGES
(b) Address of Principal Business Office or, if none, Residence
Federated Investors Tower, Pittsburgh, PA 15222-3779
(c) Citizenship SEE ROWS 1 AND 4 OF COVER PAGES
(d) Title of Class of Securities
Common stock
(e) CUSIP Number 68273G101
Item 3. If this statement is filed pursuant to ss.ss.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) [ ] An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ X ] A parent holding company or control person in accordance with
ss.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 withss.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. Federated Investors, Inc. (See Footnote 1, next page)
(a) Amount beneficially owned: 2,135,144
(b) Percent of class: 12.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,135,144
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of 2,135,144
(iv) Shared power to dispose or to direct the disposition of -0-
B. Voting Shares Irrevocable Trust
(a) Amount beneficially owned: 2,135,144
(b) Percent of class: 12.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,135,144
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of 2,135,144
(iv) Shared power to dispose or to direct the disposition of -0-
C. John F. Donahue
(a) Amount beneficially owned: 2,135,144
(b) Percent of class: 12.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 2,135,144
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of 2,135,144
D. Rhodora J. Donahue
(a) Amount beneficially owned: 2,135,144
(b) Percent of class: 12.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 2,135,144
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of 2,135,144
E. J. Christopher Donahue
(a) Amount beneficially owned: 2,135,144
(b) Percent of class: 12.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 2,135,144
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of 2,135,144
Instruction. For computations regarding securities which represent a right
to acquire an underlying security seess.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.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person.
SEE EXHIBIT "1" ATTACHED
Item 8. Identification and Classification of Members of the Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
Item 10. Certification
(a) The following certification shall be included if the statement is filed
pursuant to ss.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 ss.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.
Date: February 14, 2003
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.
By: /s/John F. Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust
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. Seess.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)
EXHIBIT "1"
ITEM 3 CLASSIFICATION OF
REPORTING PERSONS
Identity and Classification of Each Reporting Person
IDENTITY CLASSIFICATION UNDER ITEM 3
American Skandia Trust (d) Investment company registered under
Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
Federated Equity Funds (d) Investment company registered under
Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
Federated Managed Allocation Portfolios (d) Investment company registered under
Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
Federated Insurance Series (d) Investment company registered under
Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
Federated Investment Management (e) Investment Adviser registered under
Company section 203 of the Investment Advisers
Act of 1940
Federated Investment Counseling (e) Investment Adviser registered under section
203 of the Investment Advisers Act of 1940
Federated Global Investment (e) Investment Adviser registered under
Management Company section 203 of the Investment Advisers
Act of 1940
Federated Investors, Inc. (g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
FII Holdings, Inc. (g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
Voting Shares Irrevocable Trust (g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
John F. Donahue (g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
Rhodora J. Donahue (g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
J. Christopher Donahue (g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
Federated Investors, Inc. (the "Parent") is filing this Schedule 13G
because it is the parent holding company of Federated Investment Management
Company, Federated Investment Counseling, and Federated Global Investment
Management Corp. (the "Investment Advisers"), which act as investment advisers
to registered investment companies and separate accounts that own shares of
common stock in Online Resources Corporation (the "Reported Securities'). The
Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which
is wholly owned subsidiary of Federated Investors, Inc., the Parent. All of the
Parent's outstanding voting stock is held in the Voting Shares Irrevocable Trust
(the "Trust") for which John F. Donahue, Rhodora J. Donahue and J. Christopher
Donahue act as trustees (collectively, the "Trustees"). The Trustees have joined
in filing this Schedule 13G because of the collective voting control that they
exercise over the Parent. In accordance with Rule 13d-4 under the Securities Act
of 1934, as amended, the Parent, the Trust, and each of the Trustees declare
that this statement should not be construed as an admission that they are the
beneficial owners of the Reported Securities, and the Parent, the Trust, and
each of the Trustees expressly disclaim beneficial ownership of the Reported
Securities
EXHIBIT "2"
AGREEMENT FOR JOINT FILING OF
SCHEDULE 13G
The following parties hereby agree to file jointly the statement on
Schedule 13G to which this Agreement is attached and any amendments thereto
which may be deemed necessary pursuant to Regulation 13D-G under the Securities
Exchange Act of 1934:
1. Federated Investors, Inc. as parent holding company of the investment
advisers to registered investment companies that beneficially own the
securities.
Voting Shares Irrevocable Trust, as holder of all the voting shares of
Federated Investors, Inc.
John F. Donahue, individually and as Trustee
Rhodora J. Donahue, individually and as Trustee
J. Christopher Donahue, individually and as Trustee
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party is not responsible for the completeness or accuracy of
information concerning the other parties unless such party knows or has reason
to believe that such information is incomplete or inaccurate.
It is understood and agreed that the joint filing of Schedule 13G shall not
be construed as an admission that the reporting persons named herein constitute
a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934,
nor is a joint venture for purposes of the Investment Company Act of 1940.
Date: February 14, 2003
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.
By: /s/ J. Christopher Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.
By: /s/ Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee as Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.
By: /s/ J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust
1. The number of shares indicated represent shares beneficially owned by
registered investment companies and separate accounts advised by
subsidiaries of Federated Investors, Inc. that have been delegated the
power to direct investments and power to vote the securities by the
registered investment companies' board of trustees or directors and by the
separate accounts' principals. All of the voting securities of Federated
Investors, Inc. are held in the Voting Shares Irrevocable Trust ("Trust"),
the trustees of which are John F. Donahue, Rhodora J. Donahue, and J.
Christopher Donahue ("Trustees'). In accordance with Rule 13d-4 under the
1934 Act, the Trust, Trustees, and parent holding company declare that the
filing of this statement should not be construed as an admission that any
of the investment advisers, parent holding company, Trust, and Trustees are
beneficial owners (for the purposes of Sections 13(d) and/or 13(g) of the
Act) of any securities covered by this statement, and such advisers, parent
holding company, Trust, and Trustees expressly disclaim that they are the
beneficial owners such securities.
EXHIBIT 3
POWER OF ATTORNEY
Each person who signature appears below hereby constitutes and appoints J.
Christopher Donahue their true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for them and in their names, place and
stead, in any and all capacities, to sign any and all Schedule 13Gs, and any
amendments thereto, to be filed with the Securities and Exchange commission
pursuant to Regulation D of the Securities Exchange Act of 1934, as amended, by
means of the Securities and Exchange Commission's electronic disclosure system
known as EDGAR; and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to sign
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
SIGNATURES TITLE OR CAPACITY
/s/John F. Donahue Individually and as Trustee of
John F. Donahue the Voting Shares Irrevocable Trust
/s/Rhodora J. Donahue Individually and as Trustee of
Rhodora J. Donahue the Voting Shares Irrevocable Trust
Sworn to and subscribed before me this 14 day of February, 1994
/s/Joan S. Burkhart
Notary Public