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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ONLINE RESOURCES CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
68273G101
(CUSIP Number)
December 31, 2005
(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).
CUSIP No. 68273G101
----------------------------------------------------------------------------
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 5. Sole Voting Power 3,090,118
Shares Bene-
ficially by 6. Shared Voting Power
Owned by Each
Reporting 7. Sole Dispositive Power 3,090,118
Person With:
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,090,118
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.31%
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 5. Sole Voting Power 3,090,118
Shares Bene-
ficially by 6. Shared Voting Power
Owned by Each
Reporting 7. Sole Dispositive Power 3,090,118
Person With:
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,090,118
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.31%
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 5. Sole Voting Power
Shares Bene-
ficially by 6. Shared Voting Power 3,090,118
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
8. Shared Dispositive Power 3,090,118
9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,090,118
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.31%
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 5. Sole Voting Power
Shares Bene-
ficially by 6. Shared Voting Power 3,090,118
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
8. Shared Dispositive Power 3,090,118
9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,090,118
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.31%
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 5. Sole Voting Power
Shares Bene-
ficially by 6. Shared Voting Power 3,090,118
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
8. Shared Dispositive Power 3,090,118
9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,090,118
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 12.31%
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 13d-1(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 14D-1) 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 13d-2(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 CORP.
(b) Address of Issuer's Principal Executive Offices
4795 Meadow Wood Lane
Suite 300
Chantilly, VA 20151
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
Federated Investors Tower, Pittsburgh, PA 15222-3779
(c) Citizenship
(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 with
ss.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 with ss.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: 3,090,118
(b) Percent of class: 12.31%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3,090,118
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
3,090,118
(iv) Shared power to dispose or to direct the disposition of -0-
B. Voting Shares Irrevocable Trust
(a) Amount beneficially owned: 3,090,118
(b) Percent of class: 12.31%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3,090,118
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
3,090,118
(iv) Shared power to dispose or to direct the disposition of -0-
C. John F. Donahue
(a) Amount beneficially owned: 3,090,118
(b) Percent of class: 12.31%
(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 3,090,118
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
3,090,118
D. Rhodora J. Donahue
(a) Amount beneficially owned: 3,090,118
(b) Percent of class: 12.31%
(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 3,090,118
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
3,090,118
E. J. Christopher Donahue
(a) Amount beneficially owned: 3,090,118
(b) Percent of class: 12.31%
(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 3,090,118
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
3,090,118
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see ss.240.13d-3(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 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 13, 2006
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.
Date: February 13, 2006
By: /s/John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
Date: February 13, 2006
By: /s/Rhodora J. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
Date: February 13, 2006
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. See ss.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 Index Trust (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 Equity Management Company (e) Investment Adviser registered under
of Pennsylvania section 203 of the Investment Advisers
Act of 1940
Federated Global Investment (e) Investment Adviser registered under
Management Corp. 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 Equity Management Company of
Pennsylvania 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 CORP.. (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 13, 2006
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 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 13Ds
and/or Schedule 13Gs, and any amendments thereto, to be filed with the
Securities and Exchange commission pursuant to Regulation 13D-G 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 23rd day of September, 2004.
/s/Madaline P. Kelly
Notary Public
My Commission Expires: February 22, 2008