-----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, TB+7ITiGowasfchEZHi3dXRCFzgObck408CAWOGZpPIWAzepRf9hLYiAk5U4P0tx poBpNPN+Jhrz4CMcCKyPDA== 0000931763-97-002065.txt : 19971127 0000931763-97-002065.hdr.sgml : 19971127 ACCESSION NUMBER: 0000931763-97-002065 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971126 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIAN SUPPORT SYSTEMS INC CENTRAL INDEX KEY: 0000878760 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 133624081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46881 FILM NUMBER: 97729746 BUSINESS ADDRESS: STREET 1: RTE 230 EBY CHIQUES RD CITY: MT JOY STATE: PA ZIP: 17552 BUSINESS PHONE: 7176535340 MAIL ADDRESS: STREET 1: PO BOX 127 CITY: LANDISVILLE STATE: PA ZIP: 17538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DATA CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: NATIONAL DATA COPRORATION STREET 2: NATIONAL DATA PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NATIONAL DATA PLZ CITY: ATLANTA STATE: GA ZIP: 30329-2010 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-1) PHYSICIAN SUPPORT SYSTEMS, INC. (NAME OF ISSUER) COMMON STOCK, $.001 PAR VALUE (TITLE OF CLASS OF SECURITIES) 71940V105 (CUSIP NUMBER) E. MICHAEL INGRAM GENERAL COUNSEL AND SECRETARY NATIONAL DATA CORPORATION NATIONAL DATA PLAZA ATLANTA, GEORGIA 30329-2010 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) OCTOBER 14, 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 [ ]. SCHEDULE 13D CUSIP No. 71940V105 Page 2 of 6 Pages ---------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON NATIONAL DATA CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 58-0977458 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: 00/1/ - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,869,581 EACH REPORTING ----------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,869,581/2/ - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5%/3/ - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* - -------------------------------------------------------------------------------- - --------------- /1/ The shares indicated are subject to the Stockholder Voting Agreement by and among the reporting person, Physician Support Systems, Inc. ("PSS"), and certain PSS directors, executive officers, and employees. /2/ For the reasons discussed in footnote 1, National Data Corporation disclaims beneficial ownership of any of the shares of Common Stock of PSS as to which it may be deemed to share voting power pursuant to the Stockholder Voting Agreement. /3/ The percentage indicated represents the percentage of the total outstanding shares of Common Stock of PSS as of October 10, 1996. ITEM 1. SECURITY AND ISSUER This statement relates to the common stock of Physician Support Systems, Inc., $.001 par value per share ("PSS Common Stock"). Physician Support Systems, Inc. ("PSS") is a Delaware corporation whose principal executive offices are located at Route 230 and Eby-Chiques Road, Mt. Joy, Pennsylvania 17552. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by National Data Corporation ("NDC") a Delaware corporation whose principal executive offices are located at National Data Plaza, Atlanta, Georgia 30329-2010. The Executive Officers and Directors of NDC, their citizenship, residence or business address, principal occupation, and the principal business and address of any corporation or other organization in which such officer or director's employment is conducted, are as follows:
Name and Citizenship Principal Occupation Address - -------------------- -------------------- ------- Robert A. Yellowlees Chairman of the Board, President, National Data Corporation Director and Executive Officer Chief Executive Officer and Chief National Data Plaza USA Operating Officer of NDC, an Atlanta, Georgia 30329-2010 information services company. Edward L. Barlow General Partner, Whitcom Whitcom Partners Director Partners, an investment partnership Time Life Bldg. USA 110 W. 51st Street Room 4310 New York, New York 10020 J. Veronica Biggins Partner, Heidrick & Struggles Heidrick & Struggles Director One Peachtree Center USA 303 Peachtree Street Atlanta, Georgia 30308 James B. Edwards President, The Medical University The Medical University of South Director of South Carolina Carolina USA 171 Ashley Avenue Charleston, South Carolina 29425 Don W. Sands Director of the Georgia World Gold Kist, Inc. Director Congress Center, a convention 244 Perimeter Center Parkway, NE USA center in Atlanta; and Chief Atlanta, Georgia 30346 Executive Officer Emeritus of Gold Kist, Inc. an agricultural cooperative association. Neil Williams Partner, Alston & Bird LLP, Alston & Bird LLP Director attorneys at law 1201 West Peachtree Street USA Atlanta, Georgia 30309-3424 Steven L. Arnold Chief Administrative Officer of National Data Corporation Executive Officer NDC National Data Plaza USA Atlanta, Georgia 30329-2010
Page 3 of 6 Pages
Name and Citizenship Principal Occupation Address - -------------------- -------------------- ------- Richard S. Cohan General Manager, Health Care National Data Corporation Executive Officer Information Network of NDC National Data Plaza USA Atlanta, Georgia 30329-2010 Thomas M. Dunn General Manager, Integrated National Data Corporation Executive Officer Payments Systems of NDC National Data Plaza USA Atlanta, Georgia 30329-2010 David K. Hunt President, Chief Executive Officer National Data Corporation Executive Officer and Director of Global Payment National Data Plaza USA Systems LLC, a subsidiary of NDC Atlanta, Georgia 30329-2010 E. Michael Ingram General Counsel and Secretary of National Data Corporation Executive Officer NDC National Data Plaza USA Atlanta, Georgia 30329-2010 Barbara W. Morgan Controller of NDC National Data Corporation Executive Officer National Data Plaza USA Atlanta, Georgia 30329-2010 Kevin Shea Executive Vice President, National Data Corporation Executive Officer Corporate Strategy and Business National Data Plaza USA Development of NDC Atlanta, Georgia 30329-2010 M.P. Stevenson Jr. Interim Chief Financial Officer of National Data Corporation Executive Officer NDC National Data Plaza USA Atlanta, Georgia 30329-2010
To the best of NDC's knowledge, during the last five years, neither NDC nor any of its directors or executive officers has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) nor has NDC or any of its directors or executive officers been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 This item is not applicable because the nature of NDC's deemed beneficial ownership of shares of PSS Common Stock arises under the Stockholder Voting Agreement described in Item 4. ITEM 4. PURPOSE OF TRANSACTION Pursuant to an Agreement and Plan of Merger, dated as of October 14, 1997 (the "Merger Agreement"), among NDC, PSS, and Universal Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of NDC, and in consideration thereof certain PSS directors, executive officers and employees (the "Stockholders") have agreed to, or given certain officers of NDC, a proxy to, vote all of their shares of PSS Common Stock in favor of adoption of the Merger Agreement whereby PSS will merge with and into Universal Acquisition Corp. (the "Merger"). The Stockholder Voting Agreement also provides that the Stockholders have agreed to, or given certain officers of NDC a proxy to, vote such Stockholder's shares of PSS Common Stock against (i) any Page 4 of 6 Pages merger agreement or merger (other than the Merger Agreement and Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by PSS, or (ii) any amendment of PSS's certificate of incorporation, bylaws or other proposal or transaction involving PSS or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. Each Stockholder has further agreed that such Stockholder shall not (i) transfer, or consent to any transfer of, any or all of such Stockholder's shares or any interest therein, except in certain limited circumstances and pursuant to the Merger, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such shares or any interest therein, (iii) grant any proxy, power of attorney or other authorization in or with respect to such shares, except for the Stockholder Voting Agreement, or (iv) deposit such shares into a voting trust or enter into a voting agreement or arrangement with respect to such shares, subject to certain limited exceptions. The Stockholder Voting Agreement will terminate upon the earlier of the effective time of the Merger, or the date upon which the Merger Agreement is terminated in accordance with its terms. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The 2,869,581 shares of PSS Common Stock subject to the Stockholder Voting Agreement are equal to approximately 29.5% of the PSS Common Stock, based on the shares of PSS Common Stock issued and outstanding on October 14, 1997. NDC expressly disclaims any beneficial ownership of the 2,869,581 shares of PSS Common Stock subject to the Stockholder Voting Agreement. Other than as set forth in this Item 5, to the best of NDC's knowledge (i) neither NDC nor any subsidiary or affiliate of NDC or any of its or their executive officers or directors, beneficially owns any shares of PSS Common Stock, and (ii) there have been no transactions in the shares of PSS Common Stock effected during the past 60 days by NDC, nor to the best of NDC's knowledge, by any subsidiary or affiliate of NDC or any of its or their executive officers or directors. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the Merger Agreement, including the Stockholder Voting Agreement, a copy of which (excluding certain exhibits) is incorporated by reference herein, to the best of NDC's knowledge there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between such persons and any person with respect to any securities of PSS. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The Merger Agreement and the Stockholder Voting Agreement are incorporated by reference to Registration Statement on Form S-4, Registration Number 333-40153. Page 5 of 6 Pages 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. November 26, 1997 /s/ E. Michael Ingram - ----------------- ------------------------------------------------ Date Signature E. Michael Ingram, General Counsel and Secretary ------------------------------------------------ Name/Title -----END PRIVACY-ENHANCED MESSAGE-----