-----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, LrJ5M1OZ7Xo+0dICh5E2C/YJoYYTRQb8ZOasOwhVedDrrOMRfBt5pBxZYNsvjKFf LEODxlLU9wngiau0HTDiMA== 0000950144-98-000128.txt : 19980108 0000950144-98-000128.hdr.sgml : 19980108 ACCESSION NUMBER: 0000950144-98-000128 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980107 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEDIATRIC SERVICES OF AMERICA INC CENTRAL INDEX KEY: 0000893430 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 581873345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44129 FILM NUMBER: 98502364 BUSINESS ADDRESS: STREET 1: 3159 CAMPUS DRIVE CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 4044411580 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHOICEPOINT INC CENTRAL INDEX KEY: 0001040596 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 582309650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 ALDERMAN DR CITY: ALPHARETTA STATE: GA ZIP: 30202 BUSINESS PHONE: 7707525745 MAIL ADDRESS: STREET 1: CHOICEPOINT INC STREET 2: 1000 ALDERMAN DR CITY: ALPHARETTA STATE: GA ZIP: 30202 SC 13D/A 1 CHOICEPOINT SERVICES INC 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 PEDIATRIC SERVICES OF AMERICA, INC. (Name of Issuer) COMMON STOCK ($.01 par value per share) (Title of class of securities) 705323103 (CUSIP NUMBER) ChoicePoint Services Inc. 1000 Alderman Drive Alpharetta, Georgia 30005 Attention: J. Michael de Janes, Esq. Telephone No. (770) 752-5745 (Name, address and telephone number of person authorized to receive notices and communications) Copy to: B. Lynn Walsh, Esq. Hunton & Williams NationsBank Plaza - Suite 4100 600 Peachtree Street, N.E. Atlanta, Georgia 30308-2216 December 29, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) (Page 1 of 6 pages) The Information required on the remainder of this cover page shall not 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 provisions of the Act. 2
------------------------------------------------------ ---------------------------- CUSIP NO. 705323103 13D PAGE 2 OF 6 PAGES --------- ------------------------------------------------------ ---------------------------- - ------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ChoicePoint Services Inc. 58-1276168 - ------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) [_] - ------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Georgia - ------------------------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 445,050 REPORTING PERSON WITH --------------------------------------------------------------------------------------- 8 SHARED VOTING POWER --------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 445,050 --------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,050 - ------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% - ------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT 3 PAGE 3 OF 6 PAGES ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, $.01 par value per share (the "Common Stock"), of Pediatric Services of America, Inc., a Delaware corporation (the "Issuer"), having its principal offices at 3159 Campus Drive, Norcross, Georgia 30071. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by ChoicePoint Services Inc. ("ChoicePoint Services"), a Georgia corporation and wholly-owned subsidiary of ChoicePoint Inc., a Georgia corporation ("CPI"). ChoicePoint Services and CPI provide risk management and fraud prevention information and related technology solutions to the insurance industry. ChoicePoint Services owns approximately 6.8% of the outstanding shares of the Issuer. The principal place of business and principal executive offices of both ChoicePoint Services and CPI are located at 1000 Alderman Drive, Alpharetta Georgia, 30005. The names, business addresses and occupational information for: (a) each executive officer and director of ChoicePoint Services and (b) each executive officer and director of CPI are set forth in Exhibit A. Neither ChoicePoint Services nor CPI, nor to the best of the knowledge of ChoicePoint Services and CPI, any of the persons listed on Exhibit A has (a) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which proceedings 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. Not Applicable. ITEM 4. PURPOSE OF TRANSACTION. This Amendment No. 1 to Schedule 13D is being filed to report the disposition by ChoicePoint Services of beneficial ownership, on December 29, 1997, of 50,000 shares of the Common Stock of the Issuer previously held by ChoicePoint Services to ChoicePoint Foundation, a charitable foundation. ChoicePoint Services initially acquired an aggregate of 495,050 shares of Common Stock pursuant to an Asset Purchase Agreement (the "Purchase Agreement") dated as of December 2, 1997 (and which closed on December 15, 1997), by and among ChoicePoint Services Inc., ChoicePoint Inc., Insurance Medical Reporter, Inc., a California corporation, and the Issuer. A copy of the Purchase Agreement was filed as Exhibit B to the Schedule 13D filed by ChoicePoint Services on December 24, 1997. 4 PAGE 4 OF 6 PAGES Except as described in the Purchase Agreement, ChoicePoint Services does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above. ChoicePoint Services reserves the right to purchase or sell additional shares of the Common Stock, at any time, without further notice or prior amendment to this Amendment No. 1 to Schedule 13D. ChoicePoint Services also reserves the right to change its intentions with respect to any or all of the foregoing and its right to act either alone or together with any other person or group. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ChoicePoint Services beneficially owns 445,050 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock. ChoicePoint Services holds sole voting and dispositive power with respect to such shares. Except as described in Item 4 of this Amendment No. 1 to Schedule 13D, ChoicePoint Services has not had any transactions in the Common Stock within the past 60 days. 5 PAGE 5 OF 6 PAGES ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ChoicePoint Services has represented pursuant to the Purchase Agreement that the shares that are the subject of this Amendment No. 1 to Schedule 13D were acquired for investment for ChoicePoint Services' own account, and not with a view to the direct or indirect sale or distribution of such shares. Pursuant to the Purchase Agreement, the certificates evidencing the shares that are the subject of this Amendment No. 1 to Schedule 13D shall bear a restrictive legend with respect to the sale or transfer of such shares, and such legend shall not be removed in the absence of (i) an effective registration statement under the Securities Act of 1933, as amended, and any other applicable state securities laws or (ii) an opinion of counsel reasonably satisfactory to the Issuer, that such registration is not required. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Executive Officers and Directors of ChoicePoint Services and CPI. 6 EXHIBIT A DIRECTORS AND EXECUTIVE OFFICERS OF CHOICEPOINT SERVICES INC. AND CHOICEPOINT INC. I. CHOICEPOINT SERVICES INC.
NAME OCCUPATION ADDRESS CITIZENSHIP ---- ---------- ------- ----------- Derek V. Smith President and 1000 Alderman Drive U.S.A. Director of Alpharetta, Georgia ChoicePoint Services 30005 Inc. President, Chief 1000 Alderman Drive Executive Officer and Alpharetta, Georgia Director of 30005 ChoicePoint Inc. Dan H. Rocco Executive Vice 1000 Alderman Drive U.S.A. President of Alpharetta, Georgia ChoicePoint Services 30005 Inc. Executive Vice 1000 Alderman Drive President of Alpharetta, Georgia ChoicePoint Inc. 30005 Douglas C. Executive Vice 1000 Alderman Drive U.S.A. Curling President and Alpharetta, Georgia Treasurer of 30005 ChoicePoint Services Inc. Executive Vice 1000 Alderman Drive President, Chief Alpharetta, Georgia Financial Officer and 30005 Treasurer of ChoicePoint Inc.
A-1 7 K.R. Kavanaugh Vice President of 1000 Alderman Drive U.S.A. ChoicePoint Services Alpharetta, Georgia Inc. 30005 J. Michael de General Counsel and 1000 Alderman Drive U.S.A. Janes Secretary of Alpharetta, Georgia ChoicePoint Services 30005 Inc. General Counsel and 1000 Alderman Drive Assistant Secretary of Alpharetta, Georgia ChoicePoint Inc. 30005 C.B. Rogers, Jr. Chairman of the 1000 Alderman Drive U.S.A. Board of Directors of Alpharetta, Georgia ChoicePoint Services 30005 Inc. Chairman of the 1000 Alderman Drive Board of Directors of Alpharetta, Georgia ChoicePoint Inc. 30005 Chairman of the 1600 Peachtree Street, N.W. Board of Directors of Atlanta, Georgia 30309 Equifax Inc. Mary McLemore Assistant Secretary of 1000 Alderman Drive U.S.A. ChoicePoint Services Alpharetta, Georgia Inc. 30005 Jeffrey B. Piefke Assistant Treasurer of 1000 Alderman Drive U.S.A. ChoicePoint Services Alpharetta, Georgia Inc. 30005
A-2 8 II. CHOICEPOINT INC.
NAME OCCUPATION ADDRESS CITIZENSHIP ---- ---------- ------- ----------- Derek V. Smith President, Chief 1000 Alderman Drive U.S.A. Executive Officer and Alpharetta, Georgia Director of 30005 ChoicePoint Inc. President and 1000 Alderman Drive Director of Alpharetta, Georgia ChoicePoint Services 30005 Inc. Dan H. Rocco Executive Vice 1000 Alderman Drive U.S.A. President of Alpharetta, Georgia ChoicePoint Services 30005 Inc. Executive Vice 1000 Alderman Drive President of Alpharetta, Georgia ChoicePoint Services 30005 Inc. Douglas C. Executive Vice 1000 Alderman Drive U.S.A. Curling President, Chief Alpharetta, Georgia Financial Officer and 30005 Treasurer of ChoicePoint Inc. Executive Vice 1000 Alderman Drive President and Alpharetta, Georgia Treasurer of 30005 ChoicePoint Services Inc. David T. Lee Senior Vice President 1000 Alderman Drive U.S.A. Alpharetta, Georgia 30005
A-3 9 J. Michael de General Counsel and 1000 Alderman Drive U.S.A. Janes Assistant Secretary of Alpharetta, Georgia ChoicePoint Inc. 30005 General Counsel and 1000 Alderman Drive Secretary of Alpharetta, Georgia ChoicePoint Services 30005 Inc. C.B. Rogers, Jr. Chairman of the 1000 Alderman Drive U.S.A. Board of Directors of Alpharetta, Georgia ChoicePoint Inc. 30005 Chairman of the 1000 Alderman Drive Board of Directors of Alpharetta, Georgia ChoicePoint Services 30005 Inc. Chairman of the 1600 Peachtree Street, N.W. Board of Directors of Atlanta, Georgia 30309 Equifax Inc. Ron D. Barbaro Director of 1000 Alderman Drive U.S.A. ChoicePoint Inc. Alpharetta, Georgia 30005 James M. Denny Director of 1000 Alderman Drive U.S.A. ChoicePoint, Inc. Alpharetta, Georgia 30005 Managing Director of Sears Tower, Suite 8670 William Blair Capital 233 South Wacker Partners, L.L.C. Chicago, Illinois 60606 Daniel W. Director of 1000 Alderman Drive U.S.A. McGlaughlin ChoicePoint, Inc. Alpharetta, Georgia 30005 Vice Chairman of the 1600 Peachtree Street, N.W. Board of Directors Atlanta, Georgia 30309 and Chief Executive Officer of Equifax Inc.
A-4 10 Julia B. North Director of ChoicePoint 1000 Alderman Drive U.S.A. Choicepoint Inc. Alpharetta, Georgia 30005 President and Chief 5801 Goshen Springs Road Executive Officer of Norcross, Georgia 30371 VSI Enterprises, Inc. Charles I. Story Director of 1000 Alderman Drive U.S.A. ChoicePoint Inc. Alpharetta, Georgia 30005 President and Chief First American Center Executive Officer of 315 Deaderick Street INROADS, Inc. Box 97 Nashville, Tennessee 37238
11 PAGE 6 OF 6 PAGES SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. CHOICEPOINT SERVICES INC. Date: January 6, 1998 By: /s/ Douglas C. Curling ------------------------------ Douglas C. Curling Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----