UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
National Data Corporation
(Name of Issuer)
Common Stock, Par Value $0.125
(Title of Class of Securities)
635621105
(CUSIP Number)
Stephen J. Carl, Esq.
1100 Chase Square
Rochester, New York 14604
(716) 325-6880
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 1999
(Date of Event which Requires Filling 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 [x].
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: 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).
SCHEDULE 13D
CUSIP No. 635621105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Manning & Napier Advisors, Inc. IRS #16-0995736
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Shares
Beneficially Owned
By each Reporting
Person with: . . . 7 SOLE VOTING POWER 3,444,675
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 3,790,800
10 SHARED DISPOSITIVE POWER -0-
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,790,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 635621105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Manning SS ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, 00
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
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Shares
Beneficially Owned
By each Reporting
Person with: . . . 7 SOLE VOTING POWER 3,644,675
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 3,990,800
10 SHARED DISPOSITIVE POWER -0-
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,990,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%
14 TYPE OF REPORTING PERSON* IN, IA
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 635621105
Item 1. Security and Issuer
The securities to which this statement relates are the shares of common
stock, $0.125 per share par value (the "Shares"), of National Data Corporation,
a Georgia corporation (the "Company"). The principal executive offices of the
Company are located at National Data Plaza, Atlanta, Georgia 30329-2010
Item 2. Identity and Background
(a), (b) and (c) This statement is being filed by the following persons:
Manning & Napier Advisors, Inc. ("MNA"), a New York Corporation, and William
Manning. MNA and Mr. Manning are sometimes individually referred to herein as a
"Reporting Person" and collectively as the "Reporting Persons".
MNA is a registered investment adviser and is principally engaged in the
business of providing investment management services to various clients (the
"Clients") who consist of pension funds, corporations, individuals, and other
private investment accounts. MNA also provides investment management services
to Clients of Exeter Trust Company, a New Hampshire chartered trust company
("Exeter Trust"), to the Exeter Fund, Inc., a mutual fund company ("Exeter
Fund"), and Clients of Manning & Napier Advisory Advantage Corporation, a
registered investment adviser ("AAC"). The business address and principal
executive offices of MNA are 1100 Chase Square, Rochester, New York 14604.
Mr. Manning is the President of MNA and his business address is 1100 Chase
Square, Rochester, New York 14604. Mr. Manning also is the majority shareholder
of MNA. In addition, Mr. Manning is President of Exeter Fund, a Managing Member
of Manning & Napier Capital, LLC, which is the majority shareholder of Exeter
Trust, and the majority shareholder of AAC.
Fonda L. Herrick is the Corporate Secretary of MNA and her business address
is 1100 Clinton Square, Rochester, New York 14604.
B. Reuben Auspitz is the Executive Vice President/Director of MNA and
business address is 1100 Chase Square, Rochester, New York 14604.
Jeffrey A. Herrmann is the Director of MNA and his business address is 1100
Chase Square, Rochester, New York 14604.
Beth Ann H. Galusha is the Chief Financial Officer of MNA and her business
address is 1100 Chase Square, Rochester, New York 14604.
Francis J. Ward is the Sr. Vice President of MNA and his business address
is 1100 Chase Square, Rochester, New York 14604.
The shares to which this Schedule 13D relates are owned directly by the
Clients of MNA, Clients of AAC, Clients of Exeter Trust, one or more Series of
the Exeter Fund and/or by Mr. Manning, individually.
(d) and (e) During the last five years, none of the persons identified in
this Item 2 has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), or has 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 violations with respect to
such laws.
(f) Each natural person identified in this Item 2 is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the _3,338,008___ Shares owned
beneficially by Clients of MNA was $_116,862,195.43_ inclusive of brokerage
commissions.
The aggregate purchase price of the _ 205,050____ Shares owned beneficially by
Clients of Exeter Trust was $_7,067,541.52 ______ inclusive of brokerage
commissions.
The aggregate purchase price of the _84,975 _____ Shares owned beneficially by
Exeter Fund was $ 3,033,434.69______ inclusive of brokerage commissions.
The aggregate purchase price of the _162,767_____ Shares owned beneficially by
the Clients of AAC was $_5,617,389.01___ inclusive of brokerage commissions.
The aggregate purchase price of the _200,000_____ Shares owned directly by Mr.
Manning, individually, was $_6,761,375______ inclusive of brokerage commissions.
The Reporting Persons have acquired shares of Common Stock from time to time in
open market transactions. In all cases, the Common stock was purchased with
funds obtained from the Clients of MNA, funds obtained from the Clients of AAC,
Clients of Exeter Trust funds from one or more Series of Exeter Fund and/or Mr.
Manning.
Item 4. Purpose of Transaction.
From time to time, MNA has acquired Shares in the ordinary course of
business for investment purposes and has held Shares in such capacity.
On October 6, 1999, representatives of MNA met with management of the Company to
discuss the Company's performance since the inception of MNA's investment in
late 1997. In particular, MNA expressed its views concerning potential
alternatives that it believed management should consider to maximize value for
all shareholders of the Company. Following this meeting by a letter dated
December 15, 1999 (a copy of which is attached as an exhibit to this Schedule
13D), MNA requested that the Company explore strategic alternatives for
maximizing shareholder value, including a sale, spin-off, or split-off of some
or all of the Company's business units.
In addition to the foregoing, MNA may consider the feasibility and
advisability of various alternative courses of action with respect to its
investment in the Company, and MNA reserves the right, subject to applicable
law, (i) to hold its Shares as a passive investor or as an active investor
(whether or not as a member of a "group" with other beneficial owners of Shares
or otherwise), (ii) to acquire beneficial ownership of additional Shares in the
open market, in privately negotiated transactions or otherwise, (iii) to dispose
of all or part of its holdings of Shares, (iv) to take other actions which could
involve one or more of the types of transactions or have on or more of the
results described in Item 4 of this Schedule 13D, or (v) to change its intention
with respect to any or all of the matters referred to in this Item 4. MNA's
decisions and actions with respect to such possibilities will depend upon a
number of factors, including, but not limited to, the actions of the Company,
market activity in the Shares, an evaluation of the Company and its prospects,
general market and economic conditions, conditions specifically affecting MNA
and other factors which MNA may deem relevant to its investment decisions.
Except as set forth herein, no contract, arrangement, relationship or
understanding (either oral or written) exists among the Reporting Persons as to
the acquisition, disposition, voting or holding of Shares. Except as set forth
herein, no Reporting Person has any present plan or proposal that would result
in or relate to any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest In Securities of Issuer.
(a) and (b) As of December 15, 1999, the Clients of MNA, the series of the
Exeter Fund, the Clients of Exeter Trust and the Clients of AAC, owned
beneficially 3,338,008, 84,975, 205,050, and 162,767 Shares, respectively,
representing approximately 9.8%, 0.3%, 0.6%, and 0.5%, respectively, the
33,903,099 Shares outstanding as of September 30, 1999, as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1999
(the "Form 10-Q").
As of December 15, 1999, MNA in its capacity as investment manager had sole
voting power with respect to 3,444,675 Shares owned beneficially by the Clients
of MNA, Clients of AAC, Clients of Exeter Trust and one or more Series of the
Exeter Fund, representing approximately 10.2% of the 33,903,099 Shares
outstanding as of September 30, 1999, as reported in the Form 10-Q.
As of December 15, 1999, MNA in its capacity as investment manager had sole
dispositive power with respect to 3,790,800 Shares owned beneficially by the
Clients of MNA, Clients of AAC, Clients of Exeter Trust and one or more Series
of the Exeter Fund, representing approximately 11.2% of the 33,903,099 Shares
outstanding as of September 30, 1999, as reported in the Form 10-Q.
As of December 15, 1999, Mr. Manning, as President and the majority
shareholder of MNA, had sole voting power with respect to 3,444,675 Shares owned
beneficially by MNA, representing approximately 10.2 % of the 33,903,099 Shares
outstanding as of September 30, 1999, as reported in the Form 10-Q.
As of December 15, 1999, Mr. Manning, as President and the majority
shareholder of MNA, had sole dispositive power with respect to 3,790,800 Shares
owned beneficially by MNA, representing approximately 11.2 % of the 33,903,099
Shares outstanding as of September 30, 1999, as reported in the Form 10-Q.
As of December 15, 1999, Mr. Manning, in his individual capacity, had sole
voting and dispositive power with respect to 200,000 Shares owned directly by
Mr. Manning, representing approximately 0.6% of the 33,903,099 Shares
outstanding as of September 30, 1999, as reported in the Form 10-Q.
(c) Information with respect to all transactions in the Shares beneficially
owned by the Reporting Persons which were effected during the past sixty days is
set forth in Schedule A hereto and incorporated herein by reference.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as set forth in Item 4 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Company including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guaranties
of profits, division of profits or losses, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit to this Schedule 13D:
Exhibit 1 - Letter from MNA to the Company, dated December 15, 1999.
<PAGE>
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: December 21, 1999 By: Manning & Napier Advisors, Inc.
By: William Manning
/s/ William Manning
William Manning
President
By: William Manning
/s/ William Manning
William Manning
individually
<PAGE>
Schedule A
INFORMATION WITH RESPECT TO TRANSACTIONS
OF THE REGISTRANT'S COMMON STOCK
DURING THE PAST SIXTY DAYS
AAC = Manning & Napier Advisory Advantage Corporation
MNA = Manning & Napier Advisors, Inc.
WM = William Manning
EF = Exeter Fund, Inc.
ETC = Exeter Trust Company
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Price
Date Purchased /1/ Per Share Ownership
<C> <C> <C> <S>
10/15/99 375 23.62500 AAC
10/18/99 3,500 23.35710 MNA
10/18/99 150 23.56250 MNA
10/18/99 75 23.62500 AAC
10/18/99 100 23.18750 MNA
10/19/99 75 22.50000 AAC
10/19/99 125 22.87500 AAC
10/19/99 1,050 22.93750 MNA
10/19/99 19,500* 45.00000 WM
10/20/99 700 22.43750 MNA
10/20/99 20,000 22.78130 MNA
10/20/99 100,000 22.46300 WM
10/21/99 475 22.06250 AAC
10/21/99 125 22.56250 AAC
10/22/99 150 24.06250 AAC
10/22/99 125 24.00000 MNA
10/25/99 2,800 23.87500 MNA
10/25/99 75 23.87500 AAC
10/25/99 250 23.87500 AAC
10/25/99 250 23.87500 AAC
10/25/99 275 24.00000 MNA
10/26/99 50 23.93750 AAC
10/26/99 50 24.06250 MNA
10/26/99 150 24.00000 AAC
10/26/99 300 24.00000 AAC
10/28/99 250 23.81250 AAC
11/02/99 100 24.31250 MNA
11/02/99 75 24.06250 AAC
11/03/99 100 23.43750 MNA
11/03/99 425 23.37500 AAC
11/04/99 200 23.37500 MNA
11/05/99 10,000 23.91250 MNA
11/05/99 1,100 23.62500 MNA
11/08/99 25 24.68750 MNA
11/9/99 1,800 25.37500 MNA
11/09/99 400 25.25000 MNA
11/10/99 75 26.00000 AAC
11/10/99 225 25.87500 MNA
11/11/99 1,000 25.93750 MNA
11/11/99 225 27.00000 AAC
11/12/99 100 26.93750 MNA
11/12/99 1,050 27.00000 EF
11/15/99 200 31.75000 MNA
11/17/99 950 35.31250 MNA
11/22/99 31,500* 45.00000 WM
</TABLE>
/1/ All transactions were effected through the New York Stock Exchange.
* Acquired through put options.
<PAGE>
INFORMATION WITH RESPECT TO TRANSACTIONS
OF THE REGISTRANT'S COMMON STOCK
DURING THE PAST SIXTY DAYS
AAC = Manning & Napier Advisory Advantage Corporation
MNA = Manning & Napier Advisors, Inc.
WM = William Manning
EF = Exeter Fund, Inc.
ETC = Exeter Trust Company
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Price
Date Sold /1/ Per Share Ownership
<C> <C> <C> <S>
10/18/99 -550 22.75000 MNA
10/18/99 -250 23.06250 MNA
10/18/99 -275 23.06250 MNA
10/18/99 -2,300 23.00000 MNA
10/19/99 -1,200 23.12500 MNA
10/20/99 -150 22.37500 MNA
10/21/99 -500 22.87500 MNA
10/25/99 -850 23.75000 MNA
10/25/99 -1,050 23.68750 MNA
10/26/99 -400 23.87500 MNA
10/26/99 -300 23.81250 MNA
10/27/99 -350 23.75000 MNA
10/27/99 -400 23.75000 MNA
10/28/99 -13,200 23.89770 MNA
10/28/99 -3,000 23.81250 MNA
10/29/99 -950 23.93750 MNA
11/01/99 -2,600 23.87500 MNA
11/01/99 -9,400 23.87500 MNA
11/01/99 -700 23.87500 MNA
11/01/99 -250 23.87500 MNA
11/02/99 -200 24.12500 AAC
11/02/99 -75 24.00000 AAC
11/03/99 -175 23.93750 AAC
11/03/99 -500 23.93750 AAC
11/09/99 -1,500 26.00000 MNA
11/12/99 -600 26.81250 MNA
11/12/99 -500 26.81250 MNA
11/12/99 -125 26.81250 AAC
11/16/99 -150 31.81250 MNA
11/16/99 -300 31.50000 MNA
11/16/99 -600 32.18750 MNA
11/16/99 -200 32.06250 MNA
11/16/99 -200 32.06250 MNA
11/17/99 -825 33.75000 AAC
11/17/99 -250 35.31250 AAC
11/19/99 -350 36.50000 MNA
11/22/99 -75 34.87500 MNA
11/22/99 -150 34.75000 MNA
11/23/99 -50 34.37500 MNA
11/23/99 -600 34.00000 MNA
11/24/99 -550 33.68750 MNA
11/24/99 -825 34.31250 MNA
11/24/99 -100 34.37500 MNA
11/24/99 -1,500 33.71590 AAC
11/24/99 -700 33.71590 AAC
11/24/99 -500 33.56250 MNA
11/29/99 -800 32.25000 MNA
11/30/99 -1,100 32.18750 AAC
11/30/99 -900 32.18750 AAC
11/30/99 -550 32.37500 AAC
12/01/99 -200 32.81250 MNA
12/01/99 -150 33.06250 AAC
12/01/99 -100 32.75000 AAC
12/01/99 -150 32.75000 AAC
12/02/99 -75 32.56250 MNA
12/03/99 -75 33.00000 MNA
12/06/99 -150 32.25000 MNA
12/06/99 -100 32.37500 MNA
12/07/99 -75 32.25000 AAC
12/08/99 -250 31.87500 MNA
12/08/99 -100 31.56250 AAC
12/08/99 -150 31.87500 AAC
12/08/99 -400 31.87500 MNA
12/08/99 -150 31.87500 MNA
12/08/99 -125 32.25000 AAC
12/08/99 -125 32.18750 AAC
12/08/99 -525 32.37500 ETC
12/08/99 -2,400 32.25000 ETC
12/08/99 -100 32.37500 ETC
12/08/99 -325 31.56250 AAC
12/10/99 -200 32.43750 AAC
12/10/99 -275 32.37500 AAC
12/10/99 -200 32.37500 AAC
12/10/99 -175 34.56250 MNA
12/10/99 -400 32.62500 MNA
12/10/99 -300 33.25000 AAC
12/10/99 -100 32.56250 MNA
12/10/99 -150 32.56250 MNA
12/14/99 -300 35.56250 MNA
12/14/99 -400 35.56250 MNA
12/14/99 -100 35.56250 MNA
12/15/99 -900 35.56250 MNA
12/15/99 -1,200 35.00000 MNA
12/15/99 -1,200 35.37500 MNA
12/15/99 -150 35.25000 AAC
</TABLE>
/1/ All transactions were effected through the New York Stock Exchange.
<PAGE>
Exhibit 1
Manning & Napier Advisors, Inc.
1100 Chase Square
Rochester, New York 14604
716-325-6880
December 15, 1999
Mr. Robert Yellowlees
Chairman and Chief Executive Officer
National Data Corporation
National Data Plaza
Atlanta, GA 30329-2010
Dear Bob:
Pursuant to our recent discussions, we are writing to reiterate our
disappointment with the performance of National Data Corporation's ("NDC") stock
and to urge the Company to take strategic action to unlock shareholder value.
As you know, we have been NDC shareholders since late 1997. We have increased
our position in the Company in both 1998 and 1999, as we believe in the value of
NDC's assets in eHealth and eCommerce. While our firm has been willing to take
a longer investment horizon than many, we are clearly disappointed with the
Company's lack of success in creating shareholder value from these assets during
our holding period.
In our recent meeting, you noted that NDC's shares have tended to suffer with
whichever side of the business has fallen out of favor with the investment
community. This unfortunate circumstance has been magnified this year by
problems in one of the company's acquisitions, the former Physician Support
Systems, Inc. ("PHSS"). This combination of events propelled NDC's shares to
five year lows in November on multiples of price-to-earnings, price-to-sales,
and enterprise value-to-EBITDA. Despite the stock's recent rally, NDC shares
are still down more than 25% this year and have underperformed the market by
more than 40% year-to-date.
During the time that we have been NDC shareholders, we have seen several of its
competitors in both eHealth and eCommerce unlock substantial shareholder value
through mergers and spin-offs. With NDC currently trading at a fraction of the
multiples for these transactions, it is difficult not to believe that the shares
are severely undervalued. While outright sale of the Company's two businesses
may not be necessary, clearly the Company must take strategic action to unlock
shareholder value by allowing the market to value these entities separately. In
addition, we believe that NDC should strongly consider divesting the
underperforming PHSS unit, which remains a drag on earnings nearly 2 years after
its acquisition.
As you know, the market has never been more generous in its valuation of
companies that demonstrate an unrelenting focus on high growth areas that
leverage their core competencies. It also has been equally generous to entities
that are spun off for the purpose of accomplishing this objective. In short, we
believe that the timing for strategic action will never be better, and would
appreciate the thoughts of you and your Board if you have reason to believe
otherwise.
Sincerely,
MANNING & NAPIER ADVISORS, INC.
/s/ Jack Mahler
Jack Mahler
Senior Equity Analyst
cc: Edward L. Barlow
J. Veronica Biggins
Neil Williams
