<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
MEDICAL MANAGER CORPORATION
---------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
58461C 10 3
---------------------------
(CUSIP Number)
D. Gilbert Friedlander
5400 Legacy Drive, H3-3A-05
Plano, Texas 75024
(214) 605-5584
----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 4, 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 / /.
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CUSIP No. 58461C 10 3 PAGE 2 OF 13 PAGES
*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).
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CUSIP No. 58461C 10 3 PAGE 3 OF 13 PAGES
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Electronic Data Systems Corporation 75-2548221
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Inapplicable
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
Inapplicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
1,221,896
NUMBER OF ____________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY Inapplicable
OWNED BY ____________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,221,896
PERSON ____________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
Inapplicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,896 shares
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CUSIP No. 58461C 10 3 PAGE 4 OF 13 PAGES
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
Inapplicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.9%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 58461C 10 3 PAGE 5 OF 13 PAGES
Item 1. Security and Issuer
Common Stock, par value $.01 per share, of
MEDICAL MANAGER CORPORATION,
3001 N. Rocky Point Drive, Suite 100
Tampa, FL 33607-1439
Item 2. Identity and Background
(a) The reporting person is Electronic Data Systems
Corporation ("EDS"), a Delaware corporation.
(b) The business address of EDS is 5400 Legacy Drive,
Plano, Texas 75024-3199.
(c) The principal business of EDS is the application
of information technology, generally performing
management consulting services, systems development,
systems integration, systems management, and process
management.
(d) No, with respect to all executive officers and
directors of EDS. (See list of executive officers
and directors below.)
(e) No, with respect to all executive officers and
directors of EDS. (See list of executive officers
and directors below.)
(f) All executive officers and directors of EDS are
United States citizens.
The executive officers and directors of EDS are listed below.
Messrs. Alberthal, Fernandes and Heller are executive officers
and directors. Messrs. Burger, Castle, Chiapparone, Grant,
Linderman and Reeves are executive officers. The others are
directors.
<TABLE>
<CAPTION>
Name & Business Address Principal Occupation
<S> <C> <C>
Lester M. Alberthal, Jr. Chairman of the Board and
5400 Legacy Drive Chief Executive Officer of EDS
Plano, Texas 75024
James A. Baker, III Senior Partner -
One Shell Plaza Baker & Botts, L.L.P.
910 Louisiana
Houston, Texas 77002
</TABLE>
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CUSIP No. 58461C 10 3 PAGE 6 OF 13 PAGES
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation
<S> <C> <C>
Hartmut Burger Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
John R. Castle, Jr Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
Richard Cheney Chairman, President and CEO -
3600 Lincoln Plaza Halliburton Company
500 N. Akard St.
Dallas, Texas 75201
Paul J. Chiapparone Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
Gary Fernandes Vice Chairman and Director of EDS
5400 Legacy Drive
Plano, Texas 75024
Joseph M. Grant Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
William H. Gray, III President and Chief Executive
United Negro College Fund Officer - The College Fund/UNCF
Willow Oaks Corporate Dr.
P. O. Box 10444
Fairfax, Virginia 22031
Ray J. Groves part-time Chairman -
787 Seventh Avenue Legg Mason Merchant Banking, Inc.
26th Floor
New York, New York 10019
Jeffrey M. Heller President, Chief Operating
5400 Legacy Drive Officer and Director of EDS
Plano, Texas 75024
</TABLE>
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CUSIP No. 58461C 10 3 PAGE 7 OF 13 PAGES
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation
<S> <C> <C>
Ray L. Hunt Chairman, CEO, President, and
Fountain Place Director - RRH Corporation and
1445 Ross at Field Hunt Consolidated, Inc.
Dallas, Texas 75202-2785
C. Robert Kidder Chairman and CEO -
180 East Broad Street Borden, Inc.
Columbus, Ohio 43215
Dean Linderman Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
G. Stuart Reeves Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
Judith Rodin President - Univ. of Pennsylvania
Univ. of Pennsylvania
Office of the President
121 College Hall
Philadelphia, Pennsylvania 19104
Enrique J. Sosa Executive Vice President -
200 E. Randolph Drive Amoco Corporation
MC 3000
Chicago, Illinois 60601
</TABLE>
Item 3. Source and Amount of Funds or Other Consideration
EDS is financing the aggregate purchase price from working
capital.
Item 4. Purpose of Transaction
The acquisition of the subject securities by EDS is for
investment purposes only, for its own account and not for
distribution or resale, and EDS has no present intention
of distributing or reselling the securities or any part
thereof; however, the disposition of EDS' property,
including the securities, remains within EDS' control.
(Also see Item 6 below.)
(a) Inapplicable
(b) Inapplicable
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CUSIP No. 58461C 10 3 PAGE 8 OF 13 PAGES
(c) Inapplicable
(d) Inapplicable
(e) Inapplicable
(f) Inapplicable
(g) Inapplicable
(h) Inapplicable
(i) Inapplicable
(j) Inapplicable
Item 5. Interest in Securities of the Issuer
(a) EDS beneficially owns 1,221,896 shares of Common
Stock of the Issuer, or 6.9%.
(b) EDS has the sole power to vote 1,221,896 shares of
Common Stock of the Issuer.
(c) None
(d) Inapplicable
(e) Inapplicable
Item 6. Contracts, Arrangement, Understanding or Relationships
with Respect to Securities of the Issuer.
EDS' investment in the securities was contingent upon the
merger of the Issuer with National Medical Systems, Inc.,
a Florida corporation, and the acquisition by the Issuer
of additional medical software development and
distribution companies - all of which occurred at the time
of the initial public offering of the Issuer.
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CUSIP No. 58461C 10 3 PAGE 9 OF 13 PAGES
EDS agreed not to sell the subject securities, pursuant to
the provisions of a Lock-Up Agreement, for 180 days from
February 4, 1997, with certain exceptions. Pursuant to
provisions of a Stock Purchase Agreement, EDS has certain
registration rights with respect to the subject
securities, conditioned upon the occurrence of certain
events. For so long as EDS holds at least 25% of the
securities of the Issuer reported herein as beneficially
owned, it has the right to designate an observer to the
Board of Directors of the Issuer, and shall be provided
advance notice of meetings and advance materials relating
to such meetings of the Board. The Issuer agreed to
afford EDS preferential treatment in the creation of an
electronic data interchange relationship ("EDI") with
respect to government sector and Blue Cross/Blue Shield
relationships - not to the financial or competitive
detriment of the Issuer and its subsidiaries. Subject to
certain exceptions, the Issuer has agreed that, prior to
February 4, 1998, it will not enter into any exclusive
relationship for EDI services involving the government
sector and Blue Cross/Blue Shield. The Issuer and EDS
have also agreed to cooperate in good faith to establish a
business relationship for the provision of EDI and other
services by May 5, 1997.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Lock-Up Agreement
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CUSIP No. 58461C 10 3 PAGE 10 OF 13 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.
March 7, 1997
---------------------------
Date
/s/ D. Gilbert Friedlander
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Signature
D. Gilbert Friedlander,
Senior Vice President of
Electronic Data Systems Corporation
-----------------------------------
Name/Title
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CUSIP No. 58461C 10 3 PAGE 11 OF 13 PAGES
Exhibit 1
MEDICAL MANAGER CORPORATION
LOCK-UP AGREEMENT
February 4, 1997
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
DEAN WITTER REYNOLDS INC.
c/o Donaldson, Lufkin & Jenrette
277 Park Avenue
New York, New York 10172
Attention: Equity Capital Markets
MEDICAL MANAGER CORPORATION
3001 North Rocky Point Drive, Suite 100
Tampa, Florida 33607
Ladies and Gentleman:
The undersigned understands that Donaldson, Lufkin & Jenrette
Securities Corporation and Dean Witter Reynolds, Inc., as
representatives (collectively, the "Representatives") of the several
underwriters (the "Underwriters") named in Schedule I thereto,
propose to enter into an Underwriting Agreement with Medical Manager
Corporation, a Delaware corporation (the "Company"), providing for
the initial public offering of common stock, par value $.01 per share
(the "Common Stock") of the Company, and up to an additional 900,000
shares of Common Stock pursuant to an option granted by the Company
to the Underwriters solely to cover over-allotments as set forth in
the Underwriting Agreement (the "Initial Public Offering").
In consideration of the Underwriters' agreement to purchase and
undertake the Initial Public Offering of the Company's Common Stock
and for other good and valuable consideration, receipt of which is
hereby acknowledged, the undersigned hereby (i) agrees not to
directly or indirectly, offer, sell, contract to sell, grant any
option to purchase or otherwise dispose of any shares of Common Stock
(including, without limitation, shares of Common Stock which may be
deemed to be beneficially owned by the undersigned in accordance with
the rules and regulations of the Securities and Exchange Commission
and shares of Common Stock which may be issued upon exercise of a
stock option or warrant)
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CUSIP No. 58461C 10 3 PAGE 12 OF 13 PAGES
or any securities convertible into or exercisable or exchangeable of
such Common Stock or, in any manner, transfer all or a portion of the
economic consequences associated with the ownership of the Common
Stock, without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation, for a period of 180 days after the
date of the final prospectus relating to the Initial Public Offering,
(ii) agrees not to cause any registration statement for the sale of
the undersigned's shares of Common Stock to be filed on or before the
180th day after the date of the final prospectus relating to the
Initial Public Offering, and (iii) authorizes the Company to cause
the transfer agent to note on the transfer books and records of the
Company stop transfer instructions with respect to such shares of
Common Stock for which the undersigned is the record or beneficial
holder on the transfer books and records of the Company.
Notwithstanding the foregoing, the undersigned may transfer any
or all of the shares of Common Stock owned by it to any partnership,
corporation, limited liability company, association, joint stock
company, joint venture, unincorporated organization or other entity
in which the undersigned owns a majority ownership interest;
provided, however, that in any such case it shall be a condition to
such transfer that the transferee executes an agreement stating that
the transferee is receiving and holding the Common Stock subject to
the provisions of this letter agreement, and there shall be no
further transfer of such Common Stock except in accordance with this
letter agreement.
In furtherance of the foregoing, the Company and the transfer
agent of the Common Stock are hereby authorized to decline to make
any transfer of securities if such transfer would constitute a
violation or breach of this letter agreement.
The undersigned also expressly waives, with respect to the
Initial Public Offering, any registration rights or similar rights
he, she or it may have to participate as a selling stockholder in the
Initial Public Offering with respect to the shares of Common Stock
(or securities convertible into, or exchangeable or exercisable for,
Common Stock, or rights to acquire Common Stock or derivative
therefrom) owned by the undersigned.
The undersigned understands that the Company and the
Underwriters will proceed with the Initial Public Offering in
reliance on this letter agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this letter
agreement, and that, upon request, the undersigned will execute any
additional documents necessary or desirable in connection with the
enforcement hereof. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned
and any obligations of the undersigned shall be
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CUSIP No. 58461C 10 3 PAGE 13 OF 13 PAGES
binding upon the heirs, personal representatives, successors, and
assigns of the undersigned.
ELECTRONIC DATA SYSTEMS
CORPORATION
By: /s/ W. Phillip Whitcomb
Division Vice President
Name: Electronic Data Systems Corporation
Address:
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3199
Attn: President Healthcare SBU
Federal Employer Identification Number:
75-2548221
Number of shares owned Certificate Numbers:
or subject to warrants, options 0034
or convertible securities:
1,221,896
