-----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, Hv0NmnOPN+C3Zt/7I/UVJ2r0ygOygdjq+5jGaRW3uq22axuEIrouuIbbKRhOrw7a 6o7gf6bb0bXilRniwtk8HQ== 0000906344-97-000036.txt : 19970311 0000906344-97-000036.hdr.sgml : 19970311 ACCESSION NUMBER: 0000906344-97-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970310 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48045 FILM NUMBER: 97554016 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/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159834000 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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) February 6, 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) [ ] (b) [x] 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 -0- SHARES BENEFICIALLY OWNEDY BY EACH 8 Shared Voting Power 1,549,000* REPORTING * See Note to Item 5 PERSON WITH 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,549,000* * See Note to Item 5 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,549,000* * See Note to Item 5 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 10.2% 14 Type of Reporting Person HC -2- Transamerica Corporation hereby amends, as set forth below, its Statement on Schedule 13D filed on January 24, 1997 (the "Statement") relating to the Common Stock of Envoy Corporation. Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Statement. Item 5. Interest in Securities of the Issuer The response to Item 5 is amended and restated in its entirety as follows: (a), (b), (c) and (d) As of March 7, 1997, Transamerica directly owned 370,000 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 370,000 shares of Common Stock directly owned by Transamerica represent approximately 2.44% of the class. See Annex B with respect to transactions by Transamerica in Common Stock since the date of the Statement, all of which were effected through broker-dealers. Transamerica may be deemed to beneficially own 1,549,000 shares, which, based on the foregoing information, represent approximately 10.2% of the class. Such number includes 1,179,000 shares (including 144,000 shares owned for the benefit of unaffiliated investment advisory clients of one of Transamerica's subsidiaries) owned by direct and indirect subsidiaries of Transamerica that are eligible to file Schedule 13G pursuant to Rule 13d-1. See the Note below. None of Transamerica's directors or executive officers beneficially owns any shares of Common Stock. 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. -3- 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. March 10, 1997 TRANSAMERICA CORPORATION By /s/ Richard N. Latzer ____________________________ Richard N. Latzer Senior Vice President and Chief Investment Officer -4- ANNEX B Transactions in Common Stock Transamerica has acquired 85,000 shares of Common Stock in open market transactions since the date of the Statement, at the prices and in the amounts shown below. No. of Average Price Per Share ($) Date Shares (excluding commissions) February 27, 1997 28,000 24.8125 February 27, 1997 7,000 24.8246 February 28, 1997 35,000 24.00 February 28, 1997 15,000 23.875 -5- -----END PRIVACY-ENHANCED MESSAGE-----