<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
COMNET Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.50
- --------------------------------------------------------------------------------
(Title of Class of Securities)
205255201
---------------------------------
(CUSIP Number)
<TABLE>
<S> <C>
Bert I. Weinstein Medco Containment Services, Inc.
Senior Vice President and Co-General Counsel 100 Summit Avenue, Montvale, NJ 07645
- ------------------------------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
</TABLE>
December 8, 1995
------------------------------------------------------------
(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 of
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 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).
<PAGE> 2
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following information:
Medco today delivered a letter to COMNET permanently
relinquishing any right Medco may have to designate nominees to COMNET's Board
of Directors. The foregoing does not affect any other right that Medco may
have, including any right to vote its shares with respect to any matter
presented to shareholders, including the election of directors. At the same
time, Mr. Carl I. Kanter, a COMNET Board member and Medco employee, tendered
his resignation from the COMNET Board, effective immediately. Mr. Kanter also
resigned from the Board of Directors of Group 1 Software, Inc., a COMNET
subsidiary. Medco is currently evaluating its investment in COMNET and may, in
the future, seek to sell all or a portion of its interest in COMNET.
Medco has no current plans or proposals which relate to, or
would result in, any changes specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
<PAGE> 3
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.
Date: December 8, 1995
MEDCO CONTAINMENT SERVICES, INC.
By: /s/ Carl I. Kanter
---------------------------------
Name: Carl I. Kanter
Title: Senior Vice President
