SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Quadramed Corporation.
(Name of Issuer)
Common Stock, par value $.001 per Share
(Title of Class of Securities)
(CUSIP No. 74730W 10 1)
Travis F. Epes, J.P. Morgan & Co. Incorporated,
60 Wall Street, New York, New York 10260-0060
Telephone: (212) 648-3498
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 22, 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 schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
(Continued on the following page(s))
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.P. Morgan & Co. Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
660,200
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
660,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
660,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.9%
14. TYPE OF REPORTING PERSON*:
HC, CO
* SEE INSTRUCTIONS TO SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.P. Morgan Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
660,200
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
660,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
660,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.9%
14. TYPE OF REPORTING PERSON*:
CO
* SEE INSTRUCTIONS TO SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.P. Morgan Investment Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
660,200
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
660,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
_______660,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.9%
14. TYPE OF REPORTING PERSON*:
CO
* SEE INSTRUCTIONS TO SCHEDULE 13D
Schedule 13D
Item 5. Interest in Securities of the Company.
The response to Item 5 is hereby amended by adding the following
information:
The Company has issued additional shares of its Common Stock
and, accordingly, JPMIC's ownership has been diluted below 5%.
JPMIC owns approximately 4.9% of the outstanding Common Stock (on
the basis of 13,466,872 shares of Common Stock outstanding as of
May 31, 1998).
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
Dated: June 25, 1998
J.P. MORGAN & CO. INCORPORATED
By: /s/ Travis F. Epes
Title: Managing Director
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
Title: Secretary
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. Edmund Colloton
Title: Secretary
Schedule A
Executive Officers and Directors
of
J.P. Morgan & Co. Incorporated
The names of the Directors and names and titles of the
Executive Officers of J.P. Morgan & Co. Incorporated ("JPM") and
their business addresses and present principal occupations are set
forth below. If no address is given, the Director's or Officer's
business address is that of JPM. Unless otherwise indicated, each
individual is a citizen of the United States.
Name, Residence or
Business Address Present Principal Occupation
Directors
Paul A. Allaire Chairman and Chief Executive Officer of
Xerox Corporation P.O. Box 1600 Xerox Corporation
800 Long Ridge Road
Stamford, CT 06904
Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc. of Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
Lawrence A. Bossidy Chairman and Chief Executive Officer
AlliedSignal Inc. of AlliedSignal, Inc.
Morristown, NJ 07962-2245
Martin Feldstein President and Chief Executive Officer of
National Bureau of Economic National Bureau of Economic Research, Inc.
Research Inc. (economic research)
1050 Massachusetts Avenue
Cambridge, MA 02138-5398
Ellen V. Futter President of the American Museum of
American Museum of Natural History Natural History
Central Park West At 79th Street
New York, NY 10024
Hanna H. Gray President Emeritus and Harry Pratt Judson
The University of Chicago Distinguished ServiceProfessor of History
Department of History of The University of Chicago
1126 East 59th Street (higher learning)
Chicago, IL 60637
Walter A. Gubert 1 Vice Chairman of the Board of JPM
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
James R. Houghton Retired Chairman of the Board
Corning Incorporated of Corning Incorporated
80 E. Market Street (diversified industrial)
2nd Floor
Corning, NY 14830
James L. Ketelsen Retired Chairman and Chief
Tenneco Inc., c/o El Paso Energy Executive Officer of Tenneco Inc.
P.O. Box 2511 (diversified industrial)
Houston, TX 77252-2511
John A. Krol Chairman of the Board of E.I. du Pont
E.I. du Pont de Nemours and Company Nemours and Company
1007 Market Street
Wilmington, DE 19898
Roberto G. Mendoza Vice Chairman of the Board of JPM
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
Michael E. Patterson Vice Chairman of the Board of JPM
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
Lee R. Raymond Chairman of the Board and Chief
Exxon Corporation Executive Officer and Director of Exxon
5959 Las Colinas Boulevard Corporation
Irving, TX 75039-2298 (national resources and energy)
Richard D. Simmons Retired: Former President of the Washington
105 North Washington Street Post Company and the International
Suite 202 Herald Tribune
Alexandria, VA 22314 (print media)
Kurt F. Viermetz2 Retired: Former Vice Chairman of the
J.P. Morgan & Co. Incorporated Board of JPM
60 Wall Street
New York, NY 10260-0060
Douglas A. Warner III Chairman of the Board and Chief
J.P. Morgan & Co. Incorporated Executive Officer of JPM
60 Wall Street
New York, NY 10260-0060
Douglas C. Yearley Chairman, President, Chief Executive Officer
Phelps Dodge Corporation and Director of Phelps Dodge Corporation
2600 N. Central Avenue (minerals)
Phoenix, AZ 85004-3014
Executive Officers
Douglas A. Warner III Chairman of the Board and Chief
Executive Officer of JPM
Walter A. Gubert 3 Vice Chairman of the Board of JPM
Roberto G. Mendoza Vice Chairman of the Board of JPM
Michael E. Patterson Vice Chairman of the Board of JPM
Thomas B. Ketchum Chief Administrative Officer of JPM
John A. Mayer Jr. Chief Financial Officer of JPM
Rachel F. Robbins Managing Director, General Counsel
and Secretary of JPM
David H. Sidwell Managing Director and Controller
of JPM
Stephen G. Thieke Managing Director and Head of
Corporate Risk Management of JPM
Executive Officers and Directors
of
J.P. Morgan Investment Corporation
The names of the Directors and names and titles of the
Executive Officers of J.P. Morgan Investment Corporation ("JPMIC")
and their and present principal occupations are set forth below.
Each Director's or Officer's business address is that of JPMIC.
Unless otherwise indicated, each individual is a citizen of the
United States.
Name, Residence or
Business Address Present Principal Occupation
Directors
Ramon de Oliveira 4 Managing Director of J.P.
Morgan Securities Inc. and
Chairman of the Board
John A. Mayer Jr. Chief Financial Officer of JPM
Clayton S. Rose Managing Director of J.P. Morgan Securities Inc.
Walter A. Gubert 5 Vice Chairman of the Board
of JPM
Thomas B. Ketchum Chief Administrative Officer
of JPM
C. Nicholas Potter Consultant to J.P. Morgan
Investment Management Inc.
Peter L. Woicke 6 Managing Director of Morgan
Guaranty Trust Company
Brian F. Watson 7 President, Chief Executive
Officer and Managing Director J.P.
Morgan Capital Corporation
Molly F. Ashby Managing Director of J.P.
Morgan Capital Corporation
Peter H. Gleason Managing Director of J.P.
Morgan Capital Corporation
Meryl D. Hartzband Managing Director of J.P.
Morgan Capital Corporation
Officers
Ramon de Oliveira 8 Chairman
Brian F. Watson 9 President, Chief Executive
Officer and Managing Director
Molly F. Ashby Managing Director
Pierre Dupont 10 Managing Director
Peter H. Gleason Managing Director
Meryl D. Hartzband Managing Director
Brian T. Murphy Managing Director
Martin O'Neil Managing Director
Timothy Purcell Managing Director
Thomas S. Quinn, III Managing Director
Lincoln E. Frank Vice President and Chief
Operating Officer
Cheryl M. Eustace Vice President and Assistant Secretary
James P. Marriot Vice President and Assistant Secretary
Kevin K. Yip Vice President and Assistant Secretary
J. Edmund Colloton Vice President and Secretary
Lisa M. Dreyer Vice President and Treasurer
Irena Dandic Assistant Secretary
Executive Officers and Directors
of
J.P. Morgan Capital Corporation
The names of the Directors and names and titles of the
Executive Officers of J.P. Morgan Capital Corporation ("JPMCC") and
their and present principal occupations are set forth below. Each
Director's or Officer's business address is that of JPMCC. Unless
otherwise indicated, each individual is a citizen of the United
States.
Name, Residence or
Business Address Present Principal Occupation
Directors
Ramon de Oliveira 11 Managing Director of J.P.
Morgan Securities Inc. and
Chairman of the Board
John A. Mayer Jr. Chief Financial Officer of JPM
Clayton S. Rose Managing Director of J.P. Morgan
Securities Inc.
Walter A. Gubert 12 Vice Chairman of the Board
of JPM
Thomas B. Ketchum Chief Administrative Officer
of JPM
C. Nicholas Potter Consultant to J.P. Morgan
Investment Management Inc.
Peter L. Woicke 13 Managing Director of Morgan
Guaranty Trust Company
Brian F. Watson 14 President, Chief Executive
Officer and Managing Director J.P.
Morgan Capital Corporation
Molly F. Ashby Managing Director of J.P.
Morgan Capital Corporation
Peter H. Gleason Managing Director of J.P.
Morgan Capital Corporation
Meryl D. Hartzband Managing Director of J.P.
Morgan Capital Corporation
Officers
Ramon de Oliveira 15 Chairman
Brian F. Watson 16 President, Chief Executive
Officer and Managing Director
Molly F. Ashby Managing Director
Pierre Dupont 17 Managing Director
Peter H. Gleason Managing Director
Meryl D. Hartzband Managing Director
Brian T. Murphy Managing Director
Martin O'Neil Managing Director
Timothy Purcell Managing Director
Thomas S. Quinn, III Managing Director
Lincoln E. Frank Vice President and Chief
Operating Officer
Cheryl M. Eustace Vice President and Assistant Secretary
James P. Marriot Vice President and Assistant Secretary
Kevin K. Yip Vice President and Assistant Secretary
J. Edmund Colloton Vice President and Secretary
Lisa M. Dreyer Vice President and Treasurer
Irena Dandic Assistant Secretary
_______________________________
1 Italian citizen
2 German citizen
3 Italian citizen
4 French Citizen
5 Italian Citizen
6 German Citizen
7 Australian Citizen
8 French citizen
9 Australian citizen
10 Belgian Citizen
11 French Citizen
12 Italian Citizen
13 German Citizen
14 Australian Citizen
15 French Citizen
16 Australian Citizen
17 Belgian Citizen
