UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
_______________________
POLICY MANAGEMENT SYSTEMS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
731108 10 6
(CUSIP Number)
_______________________
STEPHEN P. REYNOLDS
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
GREENWICH, CONNECTICUT 06830
TEL. NO.: (203) 622-3050
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
APRIL 7, 1996
(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 <square>.
Check the following box if a fee is being paid with the statement <square>. (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).
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 731108 10 6 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ATLANTIC PARTNERS 14, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[X]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 731108 10 6 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP COINVESTMENT PARTNERS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[X]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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
PN
<PAGE>
CUSIP NO. 731108 10 6 Page 4 of 6 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (this "Amendment") is filed by the
undersigned to amend and supplement the Schedule 13D, dated May 6, 1994, as
amended by Amendment No. 1 to Schedule 13D, dated March 20, 1996 (as
amended, the "Statement"), with respect to the shares of common stock, par
value $.01 per share (the "Common Stock"), of Policy Management Systems
Corporation, a South Carolina corporation (the "Company"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Statement.
ITEM 1. SECURITY AND ISSUER
This Amendment relates to the Common Stock of the Company, whose principal
executive offices are at One PMSC Center, Blythewood, South Carolina 29106.
ITEM 2. IDENTITY AND BACKGROUND
Unchanged.
<PAGE>
CUSIP NO. 731108 10 6 Page 5 of 6 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Unchanged.
ITEM 4.PURPOSE OF TRANSACTION
Item 4 hereby amended by inserting at the end thereof the following:
On April 7, 1996, the closing of the transactions contemplated by each of
the CNA Stock Purchase Agreement and the Company Stock Purchase Agreement
occurred. At such closing, (i) the Company purchased from the Reporting
Persons an aggregate of 759,512 shares of Common Stock and (ii) CNA
purchased from the Reporting Persons an aggregate of 759,512 shares of
Common Stock. The Reporting Persons no longer own any shares of Common
Stock.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER
Item 5(e) is amended and restated in its entirety as follows:
(e) After the closing of the transactions contemplated by the
Company Stock Purchase Agreement and the CNA Stock Purchase Agreement
on April 7, 1996, the Reporting Persons no longer own any shares of Common
Stock and, accordingly, beneficially own less than five percent of the
Common Stock.
ITEM 6. CONTRACTS, RELATIONSHIPS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER
Unchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Unchanged.
<PAGE>
CUSIP NO. 731108 10 6 Page 6 of 6 Pages
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.
Dated: April 12, 1996
GENERAL ATLANTIC PARTNERS 14, L.P.
By:General Atlantic Partners, LLC,
its General Partner
By: /S/ STEPHEN P. REYNOLDS
--------------------------------
Name: Stephen P. Reynolds
Title: A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /S/ STEPHEN P. REYNOLDS
--------------------------------
Name: Stephen P. Reynolds
Title: A General Partner
