UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
QuadraMed Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74730W 10 1
(CUSIP Number)
J. Edmund Colloton
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260-0060
(212) 648-3406
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 1997
(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 [ ]
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 the disclosures provided
in a prior cover page.
The information required in 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. 74730W 10 1
1 NAME OF REPORTING PERSONS
J.P. Morgan & Co. Incorporated
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 660,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
660,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
660,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 74730W 10 1
1 NAME OF REPORTING PERSONS
J.P. Morgan Capital Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 660,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
660,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
660,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 74730W 10 1
1 NAME OF REPORTING PERSONS
J.P. Morgan Investment Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 660,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
660,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
660,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The class of securities to which this statement relates is
the common stock, par value $0.01 per share (the "Common Stock"),
of QuadraMed Corporation ("QuadraMed"). QuadraMed is a Delaware
corporation with principal executive offices at 80 East Sir
Francis Drake Blvd., Suite 2A, Larkspur, California 94939.
Item 2. Identity and Background.
This statement is being filed by J.P. Morgan & Co.
Incorporated ("JPM"), J.P. Morgan Capital Corporation, a wholly-
owned subsidiary of JPM ("JPMCC"), and J.P. Morgan Investment
Corporation, a wholly-owned subsidiary of JPMCC (individually, a
"Reporting Person" and collectively, the "Reporting Persons"),
with respect to the shares of Common Stock beneficially owned by
the Reporting Persons.
JPM is a publicly held Delaware corporation and a registered
bank holding company whose principal business and office address
is 60 Wall Street, New York, New York 10260.
JPMCC is a Delaware corporation and unregistered investment
company that invests either directly or indirectly through its
subsidiaries in debt and equity securities for its own account,
subject to applicable laws and regulations, including, without
limitation, the Bank Holding Company Act of 1956, as amended, and
the regulations thereunder and the policies of the Federal
Reserve Board in connection therewith (the "Bank Holding Company
Act"). JPMCC's principal business and office address is 60 Wall
Street, New York, New York 10260. JPMIC is a Delaware
corporation and a registered small business investment
corporation that invests in debt and equity securities for its
own account, subject to applicable laws and regulations,
including, without limitation, the Bank Holding Company Act and
the Small Business Investment Act of 1958, as amended, and the
regulations thereunder. JPMIC's principal business and office
address is 60 Wall Street, New York, New York 10260.
Information as to each executive officer and director of
each of JPM, JPMCC and JPMIC is set forth on Schedule A hereto
and incorporated herein by this reference.
None of the Reporting Persons nor, to the best of each
Reporting Person's knowledge, any person named on Schedule A
hereto, has during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to December 29, 1997, none of the Reporting Persons
beneficially owned any shares of Common Stock.
Pursuant to an Acquisition Agreement and Plan of Merger,
dated as of December 29, 1997, by and among QuadraMed, RH
Acquisition Co., and FA Acquisition Co., on the one hand and
Resource Health Partners, L.P. ("Resource"), Resource Holdings,
Ltd. ("RHL"), and FRA Acquisition Inc. ("FRA") on the other hand
(the "Merger Agreement"), RH Acquisition Co. merged with and into
the RHL, FA Acquisition Co. merged with and into FRA, and all of
the outstanding shares of capital stock of each of FRA and RHL
(all of which was owned by Resource), was converted into
1,588,701 shares of Common Stock. Pursuant to the Merger
Agreement, each share of Common Stock acquired by Resource was
valued at approximately $23.87.
The advisory committee of Resource (the "Advisory
Committee"), the general partner of Resource and the general
partner of the general partner of Resource have approved a
liquidating distribution by Resource to its partners of the
shares of Common Stock held by it. As a result of such
liquidating distribution, JPMIC, a limited partner of Resource,
will receive 660,200 shares of Common Stock. JPMIC currently
designates two of the six members of the Advisory Committee.
Item 4. Purpose of Transaction.
The shares of Common Stock will be acquired by JPMIC for the
purpose of investment.
Item 5. Interest in Securities of the Issuer.
(a) JPMIC will, upon completion of the liquidating
distribution described in Item 3 hereof, own 660,200 shares of
Common Stock, constituting approximately 5.6% of the outstanding
Common Stock (on the basis of 10,195,753 shares of Common Stock
outstanding as of October 31, 1997).
JPMCC may, by reason of its status as the parent of JPMIC,
be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Act) the Common Stock of which JPMIC possesses
beneficial ownership.
JPM may, by reason of its status as the ultimate parent of
JPMIC, be deemed to own beneficially (as that term is defined in
Rule 13d-3 under the Act) the Common Stock of which JPMIC
possesses beneficial ownership.
(b) JPM and JPMCC will share with JPMIC the power to vote
and dispose of the 660,200 shares of Common Stock beneficially
owned directly by JPMIC. JPM, JPMCC and JPMIC may be deemed to
share with Resource and its control persons the power to vote or
to direct the vote, but not the power to dispose or to direct the
disposition of, the additional 928,501 shares of Common Stock
currently owned by Resource.
(c) Except as described in Item 3 hereof, none of the
Reporting Persons has, during the past 60 days, engaged in any
transactions in the Common Stock.
(d) Except as described in Item 3 hereof, no person other
than the Reporting Persons is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock to be
acquired by JPMIC upon the liquidating distribution by Resource.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
The description of the Merger Agreement set forth in Item 3
hereof is hereby incorporated by reference.
Pursuant to the Merger Agreement and an Escrow Agreement,
dated as of December 29, 1997, by and among QuadraMed, RH
Acquisition Co., FA Acquisition Co., Resource, RHL, FRA and State
Street Bank & Trust Company (the "Escrow Agreement"), 155,014
shares of the Common Stock received by Resource have been placed
into escrow for up to one year to secure the representations,
warranties and covenants made by Resource pursuant to the Merger
Agreement. Approximately 72,340 of the shares of Common Stock to
be distributed by Resource to JPMIC are included in the escrow.
Pursuant to the terms of the Merger Agreement, a
Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of December 29, 1997, was entered into by
QuadraMed and Resource. The Registration Rights Agreement
obligates QuadraMed to (i) file a registration statement covering
the shares of Common Stock owned by Resource (or its permitted
distributees, including, without limitation, JPMIC), by January
28, 1998; (ii) use its best efforts to obtain effectiveness of
the registration statement as soon as practicable but in any
event before March 29, 1998; (iii) use its best efforts to keep
the registration statement effective at all times until 2 years
following the later of (a) the effective date of such
registration statement and (b) the publication by QuadraMed of
financial results that include at least 30 days of combined
operations of QuadraMed, RHL, FRA and their respective
subsidiaries; and (iv) pay registration fees and other expenses
incurred in connection with the registration statement other than
underwriting discounts and commissions.
JPMIC will be entering into an agreement (the "Transfer
Restriction Agreement") with QuadraMed and Resource pursuant to
which JPMIC will agree not to transfer any of the shares of
Common Stock that it receives from Resource until the publication
by QuadraMed of financial results that include at least thirty
days of combined operations of QuadraMed, RHL, FRA and their
respective subsidiaries.
The foregoing descriptions of the Merger Agreement, the
Escrow Agreement, the Registration Rights and the Transfer
Restriction Agreement are not, and do not purport to be,
complete, and are qualified in their entirety by reference to the
forms of such agreements included as Exhibits hereto, which forms
are incorporated by reference hereto.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii), filed herewith
2. Exhibit II - Merger Agreement, incorporated by
reference from Exhibit II to Schedule
13D filed on January 8, 1997 by
Resource, RHP, GP, L.P., RHP Health,
Inc., Ted Ackroyd and Craig Camp.
3. Exhibit III - Escrow Agreement, incorporated by
reference from Exhibit III to Schedule
13D filed on January 8, 1997 by
Resource, RHP GP, L.P., RHP Health,
Inc., Ted Ackroyd and Craig Camp
4. Exhibit IV - Registration Rights Agreement,
incorporated by reference from Exhibit
IV to Schedule 13D filed on January 8,
1997 by Resource, RHP GP, L.P., Health,
Inc., Ted Ackroyd and Craig Camp
5. Exhibit V - Transfer Restriction Agreement,
incorporated by reference from Exhibit V
to Schedule 13D filed on January 8, 1997
by Resource, RHP GP, L.P., RHP Health,
Inc., Ted Ackroyd and Craig Camp
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 8, 1998
J.P. MORGAN & CO. INCORPORATED
By: /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Vice President and
Assistant General Counsel
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Secretary
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. Edmund Colloton
Name: 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 Present
Business Address Principal Occupation
Directors
Paul A. Allaire Chairman and Chief Executive
Xerox Corporation Officer of Xerox
P.O. Box 1600
800 Long Ridge Rd.
Stamford, CT 06904
Riley P. Bechtel Chairman and Chief Executive
Bechtel Group, Inc. Officer of Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
Martin Feldstein President and Chief Executive
National Bureau of Economic Officer of National Bureau
Research, Inc. of Economic Research, Inc.
1050 Massachusetts Avenue (economic research)
Cambridge, MA 02138-5398
Ellen V. Futter President of American Museum
American Museum of Natural of Natural History
History (museum)
Central Park West at
79th Street
New York, NY 10024
Hanna H. Gray President Emeritus and Harry
The University of Chicago Pratt Judson
Department of History Distinguished Service Professor
1126 East 59th Street of History of The University of
Chicago, IL 60637 Chicago
(higher learning)
James R. Houghton Retired Chairman of the Board
80 E. Market Street Corning Incorporated of Corning
2nd Floor Incorporated
Corning, NY 14830 (diversified industrial)
James L. Ketelsen Retired Chairman and Chief
Tenneco Inc. Executive Officer of Tenneco Inc.
P.O. Box 2511 (diversified industrial)
Houston, TX 77252-2511
Roberto G. Mendoza Vice Chairman of the Board of JPM
Michael E. Patterson Vice Chairman of the Board of JPM
Lee R. Raymond Chairman of the Board and Chief
Exxon Corporation Executive Officer and Director of
5959 Las Colinas Boulevard Exxon Corporation
Irving, TX 75039-2298 (national resources and energy)
Richard D. Simmons Retired: Former President of the
105 North Washington Street Washington Post Company and the
Suite 202 International Herald Tribune
Alexandria, VA 22314 (print media)
Kurt F. Viermetz 1 Retired Vice Chairman of the Board
of JPM
Douglas A. Warner III Chairman of the Board and Chief
Executive Officer of JPM
Dennis Weatherstone Retired Chairman of the Board of
JPM
Douglas C. Yearley Chairman, President, Chief
Phelps Dodge Corporation Executive Officer and Director of
2600 N. Central Avenue Phelps Dodge Corporation
Phoenix, AZ 85004-3014 (minerals)
1 German citizen
Officers
Douglas A. Warner III Chairman of the Board and Chief
Executive Officer of JPM
Roberto G. Mendoza Vice Chairman of the Board of JPM
Michael E. Patterson Vice Chairman of the Board of JPM
Ramon de Oliveira-Cezar 2 Managing Director of JPM, Chairman
of Asset Management Services and
Chairman of J.P. Morgan Capital
Corporation
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
2 French Citizen
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 Present
Business Address Principal Occupation
Directors
Ramon de Oliveira-Cezar 3 Managing Director of JPM, Chairman
of Asset Management Services and
Chairman of J.P. Morgan Capital
Corporation
John A. Mayer Jr. Chief Financial Officer of J.P.
Morgan & Co. Incorporated
Clayton S. Rose Managing Director of J.P. Morgan
Securities Inc.
Walter A. Gubert 4 Managing Director of Morgan
Guaranty Trust Company
Thomas B. Ketchum Managing Director of J.P. Morgan &
Co. Incorporated
C. Nicholas Potter Consultant to J.P. Morgan
Investment Management Inc.
Peter L. Woicke 5 Managing Director of Morgan
Guaranty Trust Company
3 French citizen
4 Italian citizen
5 German citizen
Brian F. Watson 6 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-Cezar 7 Managing Director of JPM, Chairman
of Asset Management Services and
Chairman of J.P. Morgan Capital
Corporation
Brian F. Watson 6 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
Brian T. Murphy Managing Director of J.P.
Morgan Capital Corporation
Pierre Dupont 8 Managing Director of J.P. Morgan
Capital Corporation
Thomas M. Snell Managing Director of J.P. Morgan
Capital Corporation
6 Australian citizen
7 French citizen
8 Belgian citizen
John B. Fullerton Managing Director of J.P. Morgan
Capital Corporation
Thomas S. Quinn Managing Director of J.P. Morgan
Capital Corporation
Timothy Purcell Managing Director of J.P. Morgan
Capital Corporation
Martin O'Neil Managing Director of J.P. Morgan
Capital Corporation
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 Present
Business Address Principal Occupation
Directors
Ramon de Oliveira-Cezar 9 Managing Director of JPM, Chairman
of Asset Management Services and
Chairman of J.P. Morgan Capital
Corporation
John A. Mayer Jr. Chief Financial Officer of J.P.
Morgan & Co. Incorporated
Clayton S. Rose Managing Director of J.P. Morgan
Securities Inc.
Walter A. Gubert 10 Managing Director of Morgan
Guaranty Trust Company
Thomas B. Ketchum Managing Director of J.P. Morgan &
Co. Incorporated
C. Nicholas Potter Consultant to J.P. Morgan
Investment Management Inc.
Peter L. Woicke 11 Managing Director of Morgan
Guaranty Trust Company
9 French citizen
10 Italian citizen
11 German citizen
Brian F. Watson 12 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-Cezar 13 Managing Director of JPM, Chairman
of Asset Management Services and
Chairman of J.P. Morgan Capital
Corporation
Brian F. Watson 12 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
Brian T. Murphy Managing Director of J.P. Morgan
Capital Corporation
Pierre Dupont 14 Managing Director of J.P. Morgan
Capital Corporation
Thomas M. Snell Managing Director of J.P. Morgan
Capital Corporation
12 Australian citizen
13 French citizen
14 Belgian citizen
John B. Fullerton Managing Director of J.P. Morgan
Capital Corporation
Thomas S. Quinn Managing Director of J.P. Morgan
Capital Corporation
Timothy Purcell Managing Director of J.P. Morgan
Capital Corporation
Martin O'Neil Managing Director of J.P. Morgan
Capital Corporation
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities Exchange Act of
1934, as amended, the undersigned agree that the statement to
which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
J.P. MORGAN & CO. INCORPORATED
By: /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Vice President and
Assistant General Counsel
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Secretary
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Secretary
