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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
UNITED PAYORS & UNITED PROVIDERS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
911319 10 1
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(CUSIP Number)
Thomas L. Blair, 2275 Research Boulevard, Rockville, Maryland 20850
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 8, 1996
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(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 /_/.
Check the following box if a fee is being paid with the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
disclosures provided in a prior cover page.
The information required on 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).
SEC 1746 (12-91)
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CUSIP No. 911319 10 1 SCHEDULE 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Blair and/or Alice Blair
I.R.S. Employer Indemnification No.:
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2 CHECK BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,225,100
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,225,100
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,225,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
19.87%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
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This Schedule 13-D (this "Schedule") relates to the shares of common stock,
par value $.01 per share, of United Payors & United Providers, Inc. ("Common
Stock"), a corporation organized under the laws of the state of Delaware (the
"Company"). The principal executive offices of the Company are located at 2275
Research Boulevard, Rockville, Maryland 20850.
Item 2. Identity and Background.
-----------------------
(a) This Schedule is being filed by Thomas L. and Alice Blair.
(b) Their address is United Payors & United Providers, Inc. 2275 Research
Boulevard, Rockville, Maryland 20850.
(c) Mr. Blair is President and Chief Executive Officer of United Payors &
United Providers, Inc. with its business address at 2275 Research Boulevard,
Rockville, Maryland 20850.
(d) Mr. or Mrs Blair has never been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. or Mrs. Blair has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result or which was 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.
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As of July 8, 1996, Mr. and Mrs. Blair beneficially owned an aggregate of
2,225,100 shares of Common Stock (the "Shares"). The Shares were purchased with
Mr. Blair's personal funds. Mr. Blair acquired, for an aggregate of $1 million,
an aggregate of 4,400,000 shares of Common Stock (as adjusted for the 10 for 1
exchange ratio in the merger whereby the predecessor of the Company merged into
the Company, at the time the wholly-owned subsidiary of such predecessor, in
order to change its corporate domicile and its name), including the Shares, in
connection with the formation in January 1995 of the predecessor of the Company.
Mr. Blair has given to other persons the shares of Common Stock which he
originally acquired in excess of 2,224,900 shares. The additional 200 shares
beneficially owned by Mr. and Mrs. Blair were purchased with personal funds
in brokerage transactions executed on July 2 and July 5, 1996. See Item 5.
Item 4. Purpose of Transaction.
----------------------
Mr. Blair acquired the Shares for investment, as part of the initial
capitalization of the Company (i.e. its predecessor). Mr. Blair has served as
Chief Executive Officer of the Company since its formation and, until recently,
as the sole director of the Company.
Mr. Blair has no specific plans or proposals which relate to or would
result in any of the actions referred to in the text of Item 4 of Schedule 13-D
but retains the right to take all such actions as he deems appropriate to
maximize his investment in the Company. In
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addition, Mr. Blair will participate in Board of Director decisions affecting
the Company. Mr. Blair reserves the right to buy or sell shares of Common
Stock in market or privately negotiated transactions as he determines.
Item 5. Interest in Securities of the Issuer.
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(a) As of July 8, 1996, Mr. & Mrs. Blair beneficially owned 2,225,100
Shares representing 19.87% of the shares of Common Stock outstanding as of the
completion on July 8, 1996 of the public offering of shares of the Company's
Common Stock.
(b) The information presented in Items 7 through 10 of the cover sheet to
this Schedule is incorporated herein by reference.
(c) During the past 60 days, Mr. and Mrs. Blair placed orders to purchase
shares of Common Stock in brokerage transactions on the Nasdaq National Market
as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
DATE OF COMMON STOCK PRICE PER SHARE
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<S> <C> <C>
July 2, 1996 100 $11.75
July 5, 1995 100 $12.25
</TABLE>
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
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to Securities of the Issuer.
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None
Item 7. Material to be Filed as Exhibits.
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None
2
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SIGNATURE
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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.
/s/ Thomas L. Blair
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Thomas L. Blair
/s/ Alice Blair
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Alice Blair
Date: July 8, 1996
46713
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