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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 2)
SysteMed, Inc.
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(Name of Issuer)
Common Stock 871853107
par value $.001 per share
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(Title of class of securities) (CUSIP number)
Grady E. Schleier
NII Health Care Corporation
1220 Senlac Drive, Carrollton, Texas 75006
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(Name, address and telephone number of person authorized to receive
notices and communications)
July 18, 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 [_].
(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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on the following pages)
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SCHEDULE 13D
CUSIP No. 871853107
NAME OF REPORTING PERSON NII HEALTH CARE CORPORATION
1 S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 75-2521298
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [__]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
NUMBER OF
7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY
8 SHARED VOTING POWER: 0
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [__]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: CO
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SCHEDULE 13D
CUSIP No. 871853107
NAME OF REPORTING PERSON FOXMEYER HEALTH CORPORATION
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 25-1425889
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [__]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
NUMBER OF
7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY
8 SHARED VOTING POWER: 0
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [__]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: CO
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This Amendment to Schedule 13D amends the Statement on Schedule
13D filed on or about August 5, 1994 by NII Health Care Corporation
(the "Company") and FoxMeyer Health Corporation, formerly known as
National Intergroup, Inc. ("FHC"), and the Amendment to Schedule 13D
filed by the Company and FHC on or about August 11, 1994, with respect
to SysteMed, Inc., a Delaware corporation (the "Issuer").
Item 5. Interest in Securities of the Issuer.
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(a) On July 18, 1996, the Company and FHC, through their
affiliate, Health Systems, Inc., sold 1,676,300 shares of the Issuer,
which constituted all of the shares of common stock owned by the
Company and FHC in the Issuer, by tendering the shares pursuant to a
tender offer made by Merck-Medco Managed Care, Inc. at a price of
$3.00 per share.
(b) Not applicable.
(c) See Section 5(a) above.
(d) Not applicable.
(e) As of July 18, 1996, the Company and FHC ceased to be the
beneficial owner of all of the shares of the Issuer's common stock
previously reported on Schedule 13D, as amended, to be beneficially
owned by the Company and FHC.
Item 7. Materials to Be Filed as Exhibits.
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The following document is attached as an exhibit hereto:
Exhibit 1 Joint Filing Agreement
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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.
DATE: July 19, 1996.
SIGNED: NII HEALTH CARE CORPORATION
By: /s/ Grady E. Schleier
_____________________
Grady E. Schleier
Vice President and Treasurer
FOXMEYER HEALTH CORPORATION
By: /s/ Grady E. Schleier
_____________________
Grady E. Schleier
Vice President and Treasurer
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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Exhibit 1 Joint Filing Agreement
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EXHIBIT 1
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JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby confirm their
agreement to the joint filing with each other of the Amendment to
Schedule 13D and that such amendment is made on behalf of each of
them.
DATE: July 19, 1996.
SIGNED: NII HEALTH CARE CORPORATION
By: /s/ Grady E. Schleier
_____________________
Grady E. Schleier
Vice President and Treasurer
FOXMEYER HEALTH CORPORATION
By: /s/ Grady E. Schleier
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Grady E. Schleier
Vice President and
Treasurer
