SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
OFFICIAL PAYMENTS CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
676235 10 4
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(CUSIP Number)
Mark W. Yonkman
Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226
(313)222-3432
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP NO. 676235 10 4
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Comerica Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC
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Page 3 of 4
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, par value $.01 per share
(the "Common Stock"), of Official Payments Corporation, a Delaware corporation
(the "Corporation"). The Corporation's principal executive office is located at
Three Landmark Square, Stamford, CT 06901.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The person filing this amended statement is Comerica Incorporated, a
Delaware corporation (the "Reporting Person").
(b) The address of the Reporting Person's principal business and principal
office is Comerica Tower at Detroit Center, 500 Woodward Avenue, MC 3391,
Detroit, Michigan 48226.
(c) The principal business of the Reporting Person is that of a financial
holding company.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
THIS AMENDMENT TO REPORTING PERSON'S SCHEDULE 13D IS BEING FILED TO REFLECT
THE SALE OF ALL OF THE SHARES OF THE CORPORATION HELD BY THE REPORTING PERSON,
PURSUANT TO THE TENDER OFFER ANNOUNCED BY TIER TECHNOLOGIES, INC., A DELAWARE
CORPORATION ("TIER") AND KINGFISH ACQUISITION CORPORATION, A DELAWARE
CORPORATION AND WHOLLY OWNED SUBSIDIARY OF TIER ("PURCHASER"), FOR ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION. THE TENDER OFFER EXPIRED
AT MIDNIGHT ON JULY 24, 2002, IN ACCORDANCE WITH ITS TERMS, AND ON JULY 31,
2002, THE CORPORATION WAS MERGED INTO THE PURCHASER.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of July 31, 2002, the Reporting Person no longer owned any shares of the
Common Stock of the Corporation.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
Page 4 of 4
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: August 8, 2002
Comerica Incorporated
By:/s/ Mark W. Yonkman
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Name: Mark W. Yonkman
Title: Senior Vice President