-----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, CjKb4qo9C46EY8MUri6uIlNXcUmJ1bA5WF1X1RdWZYLnCl7S/1reH6Ezn15Xyk5P 4bSDZwxas2FxGa1nbhDO6Q== 0000906344-97-000002.txt : 19970128 0000906344-97-000002.hdr.sgml : 19970128 ACCESSION NUMBER: 0000906344-97-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970127 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENVOY CORP /TN/ CENTRAL INDEX KEY: 0000932277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 621575729 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48045 FILM NUMBER: 97511537 BUSINESS ADDRESS: STREET 1: 15 CENTURY BLVD STE 600 CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6158853700 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENVOY INC DATE OF NAME CHANGE: 19941102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSAMERICA CORP CENTRAL INDEX KEY: 0000099189 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 940932740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159834000 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENVOY CORPORATION (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 293982104 (CUSIP Number) Austin D. Kim, Esq. Transamerica Corporation 600 Montgomery Street San Francisco, CA 94111 (415) 983-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 17, 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. [] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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- 1 Name of Reporting Person TRANSAMERICA CORPORATION IRS Identification No. of Above Person 94-0932740 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 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 NUMBER OF 7 Sole Voting Power 285,000 SHARES BENEFICIALLY OWNED BY EACH 8 Shared Voting Power 842,000* REPORTING PERSON WITH 9 Sole Dispositive Power 285,000 10 Shared Dispositive Power 842,000* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 842,000* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 115.55% 14 Type of Reporting Person HC -2- Item 1. Security and Issuer This Statement relates to shares of the Common Stock, no par value ("Common Stock"), of Envoy Corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is Two Lakeview Place, 15 Century Blvd., Suite 600, Nashville, Tennessee 37214. Item 2. Identity and Background This Statement is filed by Transamerica Corporation ("Transamerica"), a Delaware corporation. Its address is 600 Montgomery Street, San Francisco, California 94111. See Annex A for the identities of and certain information relating to Transamerica's directors and executive officers. Neither Transamerica nor any of its directors or executive officers has, during the past five years, been convicted of any criminal proceeding (other than a traffic citation or similar, minor infraction), nor 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. Each of the persons named in Annex A is a citizen of the United States of America, except Richard H. Finn, who is a citizen of Great Britain, and Mark A. McEachen, who is a citizen of Canada. Item 3. Source and Amount of Funds or Other Consideration The source of funds for purchases of Common Stock reported as beneficially owned in Item 5 of this Statement was the working capital of Transamerica. The shares owned for the benefit of investment advisory clients of one of Transamerica's subsidiaries were purchased with cash assets of such clients. Item 4. Purpose of Transaction The shares of Common Stock beneficially owned by Transamerica and its subsidiaries were acquired in the ordinary course of business for investment purposes and were not acquired for the purpose (and do not have the effect) of changing or influencing the control of the Issuer, and were not acquired in connection with any transaction having such purposes or effects. Depending on market conditions and other factors, Transamerica or its subsidiaries may purchase additional shares of Common Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, Transamerica and its subsidiaries may sell all or some of their shares of Common Stock. -3- Neither Transamerica nor any of its directors or officers has plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer (a), (b), (c) and (d) As of January 24, 1997, Transamerica directly owned, and had sole voting and dispositive power with respect to 285,000 shares of Common Stock. According to the Issuer's Form 10-Q for the quarterly period ended September 30, 1996, the number of shares of Common Stock outstanding as of November 14, 1996, was 15,173,739. Based on such information, the 285,000 shares of Common Stock directly owned by Transamerica represent approximately 1.88% of the class. See Annex B with respect to transactions by Transamerica in Common Stock in the past 60 days, all of which were effected through broker-dealers. None of Transamerica's directors or executive officers beneficially owns any shares of Common Stock. In addition, a subsidiary of Transamerica that is eligible to file Schedule 13G pursuant to Rule 13d-1 may be deemed to beneficially own an additional 557,000 shares of Common Stock for the benefit of investment advisory clients of such subsidiary. Such shares represent an additional 3.67% of the class. Note: Management of the affairs of Transamerica's subsidiaries, including decisions respecting dispositions and/or voting of the shares of the Common Stock beneficially owned by such subsidiaries, resides in the respective officers and directors of the subsidiaries and is not directed by Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13D by Transamerica is not intended as, and should not be deemed as, an acknowledgment of beneficial ownership or shared voting or dispositive power by Transamerica of the shares of the Common Stock beneficially owned by its subsidiaries, and such beneficial ownership or attribution or shared voting or dispositive power is expressly disclaimed. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be filed as Exhibits None. -4- Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. January 24, 1997 TRANSAMERICA CORPORATION By /s/ Richard N. Latzer ____________________________ Richard N. Latzer Senior Vice President and Chief Investment Officer -5- ANNEX A Directors Business Principal Name Address Occupation Frank C. Herringer 600 Montgomery Street Chairman, President San Francisco, CA and Chief Executive 94111 Officer, Transamerica Corporation Samuel L. Ginn 1 California Street Chairman and Chief San Francisco, CA Executive Officer, 94111 AirTouch Communications, Inc. Gordon E. Moore 2200 Mission College Chairman, Intel Blvd. Corporation Santa Clara, CA 95052 Robert W. 375 Park Avenue Vice Chairman and Matschullat New York, NY 10152 Chief Financial Officer, The Seagram Company Ltd. Toni Rembe 225 Bush Street Partner, Pillsbury San Francisco, CA Madison & Sutro 94104 Condoleeza Rice Stanford, CA 94305 Provost, Stanford University Charles R. Schwab 101 Montgomery Street Chairman and Chief San Francisco, CA Executive Officer, 94104 The Charles Schwab Corporation Forrest N. Shumway 600 Montgomery Street Retired Vice San Francisco, CA Chairman, Allied- 94111 Signal Inc. Peter V. Ueberroth 500 Newport Center Managing Director, Drive, Suite 900 The Contrarian Group, Newport Beach, CA Inc. 92660 -6- Executive Officers Business Name Address Title Frank C. Herringer Transamerica Chairman, President Corporation and Chief Executive 600 Montgomery Street Officer San Francisco, CA 94111 Thomas J. Cusack Transamerica Executive Vice Corporation President 600 Montgomery Street San Francisco, CA 94111 Richard H. Finn Transamerica Executive Vice Corporation President 600 Montgomery Street San Francisco, CA 94111 Edgar H. Grubb Transamerica Executive Vice Corporation President and Chief 600 Montgomery Street Financial Officer San Francisco, CA 94111 Robert A. Watson Transamerica Executive Vice Corporation President 600 Montgomery Street San Francisco, CA 94111 Shirley H. Buccieri Transamerica Senior Vice Corporation President, General 600 Montgomery Street Counsel and Secretary San Francisco, CA 94111 Richard N. Latzer Transamerica Senior Vice President Corporation and Chief Investment 600 Montgomery Street Officer San Francisco, CA 94111 Burton E. Broome Transamerica Vice President and Corporation Controller 600 Montgomery Street San Francisco, CA 94111 -7- Business Name Address Title Richard H. Pearson Transamerica Vice President- Corporation Corporate Development 600 Montgomery Street San Francisco, CA 94111 Mark A. McEachen Transamerica Vice President and Corporation Treasurer 600 Montgomery Street San Francisco, CA 94111 -8- ANNEX B Transactions in Common Stock Transamerica has acquired 10,000 shares of Common Stock in open market transactions since November 25, 1996, at the prices and in the amounts shown below. No. of Average Price Per Share ($) Date Shares (excluding commissions) January 17, 1997 10,000 32.8891 -9- -----END PRIVACY-ENHANCED MESSAGE-----