<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)
Medical Manager Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
58461C 10 3
-----------
(CUSIP Number)
Bradley D. Houser, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 23, 1998
----------------------------------------------------------------
(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 statement because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
(Continued on following pages)
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Explanatory Note
----------------
This Amendment No. 1 to Schedule 13D is being filed solely to reflect
the sale by Michael A. Singer, through MAS 1997 Family Limited Partnership, of
500,000 shares (the "Shares") of the common stock, par value $.01 per share (the
"Common Stock") of Medical Manager Corporation (the "Company"). The Shares were
sold in connection with the follow-on underwritten public offering by the
Company which was commenced on April 23, 1998.
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SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 2 OF 12
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Michael A. Singer
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF 5,895,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
5,895,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,895,000
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.4%
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TYPE OF REPORTING PERSON*
14
IN
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SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 3 OF 12
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAS 1997 Family Limited Partnership
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
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SOLE VOTING POWER
7
NUMBER OF 5,870,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
5,870,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,870,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.3%
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TYPE OF REPORTING PERSON*
14
PN
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<PAGE> 5
SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 4 OF 12
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAS 1997 Manager, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,870,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
5,870,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,870,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.3%
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TYPE OF REPORTING PERSON*
14
CO
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<PAGE> 6
The reporting persons listed on the cover pages to this
Amendment No. 1 to Schedule 13D hereby make the following statement (this
"Statement") pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.01
per share (the "Common Stock") of Medical Manager Corporation, a Delaware
corporation (the "Issuer"). The Issuer is a leading provider of comprehensive
physician practice management systems to providers of health care services in
the United States and is headquartered at 3001 North Rocky Point Drive East,
Suite 400, Tampa, Florida 33607.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly by Michael A. Singer,
MAS 1997 Family Limited Partnership, a Texas limited partnership ("MFLP"), and
MAS 1997 Manager, Inc., a Texas corporation ("MMI"). Mr. Singer's business
address is 15151 N.W. 99th St., Alachua, Florida 32615 and the business address
of MFLP and MMI is 8989 Westheimer Street, Suite 228E, Houston, Texas 77063. Mr.
Singer is Chairman of the Board and Chief Executive Officer of the Issuer. Mr.
Singer is also the sole shareholder of MMI and the sole limited partner of MFLP.
MMI's principal business is to serve as the sole general partner of MFLP. MFLP's
principal business is to make, hold, and manage certain of Mr. Singer's
investments in publicly-traded and other companies. Mr. Singer is a citizen of
the United States of America.
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The name, address and principal occupation of the
executive officer and director of MMI, who is a United States citizen, is:
<TABLE>
<CAPTION>
PRINCIPAL
NAME TITLE BUSINESS ADDRESS OCCUPATION
- --------------------------- -------------------------- ------------------------------- ----------------
<S> <C> <C> <C>
Michael A. Singer President/Director 15151 N.W. 99th St. Chairman and CEO of
Alachua, Florida 32615 Medical Manager Corporation
</TABLE>
None of Mr. Singer, MMI or MFLP has, during the last
five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to any 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
In February 1997, in connection with the closing of the
Issuer's intial public offering and certain mergers related thereto, Mr. Singer
received, as partial consideration for his interests in the merged companies,
6,370,000 shares of the Common Stock of the Issuer.
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On May 1, 1997, Mr. Singer purchased 25,000 shares of Common
Stock for cash and transferred such shares into a limited partnership and a
trust for the benefit of certain members of his family.
On December 30, 1997, Mr. Singer transferred 63,700
shares of Common Stock to MMI as a capital contribution. On December 30, 1997
MMI transferred 63,700 shares of Common Stock to MFLP as a capital contribution.
On December 30, 1997, Mr. Singer transferred 6,306,300 shares
of Common Stock to MFLP as a capital contribution.
On April 23, 1998, Mr. Singer, indirectly through MFLP, sold
500,000 shares of Common Stock in an underwritten public offering conducted by
the Company.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Singer, MMI and MFLP have acquired the Common Stock for
investment purposes and none of the reporting persons have any plans or
proposals which relate to or would result in any of the events or transactions
described in Item 4(a)-(j) of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of May 11, 1998, Mr. Singer may be
deemed to beneficially own 5,895,000 shares of Common Stock of the Issuer,
(which includes 5,870,000 shares of Common Stock beneficially owned by MFLP
described below) representing approximately 27.4% of the outstanding shares of
Common Stock of the Issuer, calculated in accordance with Rule 13d-3 under the
Exchange Act (based on 21,482,695 shares of Common Stock issued and outstanding
as of April 29, 1998). Mr. Singer has the sole power to vote and the sole power
to dispose of the 5,895,000 shares of Common Stock which he may be deemed to
beneficially own.
As of May 11, 1998, MFLP may be deemed to beneficially own
5,870,000 shares of Common Stock of the Issuer, representing approximately 27.3%
of the outstanding shares of Common Stock of the Issuer, calculated in
accordance with Rule 13d-3 under the Exchange Act (based on 21,482,695 shares of
Common Stock issued and outstanding as of April 29, 1998). MFLP has the sole
power to vote and the sole power to dispose of the 5,870,000 shares of Common
Stock which it may be deemed to beneficially own.
As of May 11, 1998, MMI may be deemed to beneficially own the
5,870,000 shares of Common Stock of the Issuer, beneficially owned by MFLP as
described above, representing approximately 27.3% of the outstanding shares of
Common Stock of the Issuer, calculated in accordance with Rule 13d-3 under the
Exchange Act (based on 21,482,695 shares of Common Stock issued and outstanding
as of April 29, 1998). MMI has the sole power to vote and the sole power to
dispose of the 5,870,000 shares of Common Stock which it may be deemed to
beneficially own.
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(c) Except with respect to the transfer of shares of Common
Stock described herein, there have been no other transactions in any securities
of the Issuer affected by Mr. Singer, MMI or MFLP during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, none of Mr. Singer, MMI or MFLP is
a party to any contracts, arrangements, understandings or relationships with
any person with respect to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A
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SIGNATURES
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/ Michael A. Singer
---------------------------------------------
Michael A. Singer
Dated: May 11, 1998
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SIGNATURES
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.
MAS 1997 Family Limited Partnership
By: MAS 1997 Manager, Inc., a general
partner
By: /s/ Michael A. Singer
----------------------------------------
Michael A. Singer
President
Dated: May 11, 1998
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SIGNATURES
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.
MAS 1997 Manager, Inc.
By: /s/ Michael A. Singer
-----------------------------------------
Michael A. Singer
President
Dated: May 11, 1998
