<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-1)
PHYSICIAN SUPPORT SYSTEMS, INC.
(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
71940V105
(CUSIP NUMBER)
E. MICHAEL INGRAM
GENERAL COUNSEL AND SECRETARY
NATIONAL DATA CORPORATION
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
OCTOBER 14, 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 [ ].
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SCHEDULE 13D
CUSIP No. 71940V105 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
NATIONAL DATA CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
58-0977458
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
00/1/
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,869,581
EACH
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,869,581/2/
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%/3/
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14 TYPE OF REPORTING PERSON*
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/1/ The shares indicated are subject to the Stockholder Voting Agreement by and
among the reporting person, Physician Support Systems, Inc. ("PSS"), and certain
PSS directors, executive officers, and employees.
/2/ For the reasons discussed in footnote 1, National Data Corporation disclaims
beneficial ownership of any of the shares of Common Stock of PSS as to which it
may be deemed to share voting power pursuant to the Stockholder Voting
Agreement.
/3/ The percentage indicated represents the percentage of the total outstanding
shares of Common Stock of PSS as of October 10, 1996.
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock of Physician Support Systems,
Inc., $.001 par value per share ("PSS Common Stock"). Physician Support
Systems, Inc. ("PSS") is a Delaware corporation whose principal
executive offices are located at Route 230 and Eby-Chiques Road, Mt.
Joy, Pennsylvania 17552.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by National Data Corporation ("NDC") a
Delaware corporation whose principal executive offices are located at
National Data Plaza, Atlanta, Georgia 30329-2010.
The Executive Officers and Directors of NDC, their citizenship,
residence or business address, principal occupation, and the principal
business and address of any corporation or other organization in which
such officer or director's employment is conducted, are as follows:
<TABLE>
<CAPTION>
Name and Citizenship Principal Occupation Address
- -------------------- -------------------- -------
<S> <C> <C>
Robert A. Yellowlees Chairman of the Board, President, National Data Corporation
Director and Executive Officer Chief Executive Officer and Chief National Data Plaza
USA Operating Officer of NDC, an Atlanta, Georgia 30329-2010
information services company.
Edward L. Barlow General Partner, Whitcom Whitcom Partners
Director Partners, an investment partnership Time Life Bldg.
USA 110 W. 51st Street
Room 4310
New York, New York 10020
J. Veronica Biggins Partner, Heidrick & Struggles Heidrick & Struggles
Director One Peachtree Center
USA 303 Peachtree Street
Atlanta, Georgia 30308
James B. Edwards President, The Medical University The Medical University of South
Director of South Carolina Carolina
USA 171 Ashley Avenue
Charleston, South Carolina 29425
Don W. Sands Director of the Georgia World Gold Kist, Inc.
Director Congress Center, a convention 244 Perimeter Center Parkway, NE
USA center in Atlanta; and Chief Atlanta, Georgia 30346
Executive Officer Emeritus of Gold
Kist, Inc. an agricultural
cooperative association.
Neil Williams Partner, Alston & Bird LLP, Alston & Bird LLP
Director attorneys at law 1201 West Peachtree Street
USA Atlanta, Georgia 30309-3424
Steven L. Arnold Chief Administrative Officer of National Data Corporation
Executive Officer NDC National Data Plaza
USA Atlanta, Georgia 30329-2010
</TABLE>
Page 3 of 6 Pages
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<TABLE>
<CAPTION>
Name and Citizenship Principal Occupation Address
- -------------------- -------------------- -------
<S> <C> <C>
Richard S. Cohan General Manager, Health Care National Data Corporation
Executive Officer Information Network of NDC National Data Plaza
USA Atlanta, Georgia 30329-2010
Thomas M. Dunn General Manager, Integrated National Data Corporation
Executive Officer Payments Systems of NDC National Data Plaza
USA Atlanta, Georgia 30329-2010
David K. Hunt President, Chief Executive Officer National Data Corporation
Executive Officer and Director of Global Payment National Data Plaza
USA Systems LLC, a subsidiary of NDC Atlanta, Georgia 30329-2010
E. Michael Ingram General Counsel and Secretary of National Data Corporation
Executive Officer NDC National Data Plaza
USA Atlanta, Georgia 30329-2010
Barbara W. Morgan Controller of NDC National Data Corporation
Executive Officer National Data Plaza
USA Atlanta, Georgia 30329-2010
Kevin Shea Executive Vice President, National Data Corporation
Executive Officer Corporate Strategy and Business National Data Plaza
USA Development of NDC Atlanta, Georgia 30329-2010
M.P. Stevenson Jr. Interim Chief Financial Officer of National Data Corporation
Executive Officer NDC National Data Plaza
USA Atlanta, Georgia 30329-2010
</TABLE>
To the best of NDC's knowledge, during the last five years, neither NDC
nor any of its directors or executive officers has been convicted in any
criminal proceedings (excluding traffic violations or similar
misdemeanors) nor has NDC or any of its directors or executive officers
been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in 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
This item is not applicable because the nature of NDC's deemed
beneficial ownership of shares of PSS Common Stock arises under the
Stockholder Voting Agreement described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to an Agreement and Plan of Merger, dated as of October 14,
1997 (the "Merger Agreement"), among NDC, PSS, and Universal Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of NDC, and
in consideration thereof certain PSS directors, executive officers and
employees (the "Stockholders") have agreed to, or given certain officers
of NDC, a proxy to, vote all of their shares of PSS Common Stock in
favor of adoption of the Merger Agreement whereby PSS will merge with
and into Universal Acquisition Corp. (the "Merger"). The Stockholder
Voting Agreement also provides that the Stockholders have agreed to, or
given certain officers of NDC a proxy to, vote such Stockholder's shares
of PSS Common Stock against (i) any
Page 4 of 6 Pages
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merger agreement or merger (other than the Merger Agreement and Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by PSS,
or (ii) any amendment of PSS's certificate of incorporation, bylaws or
other proposal or transaction involving PSS or any of its subsidiaries
which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger Agreement.
Each Stockholder has further agreed that such Stockholder shall not (i)
transfer, or consent to any transfer of, any or all of such
Stockholder's shares or any interest therein, except in certain limited
circumstances and pursuant to the Merger, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer
of any or all of such shares or any interest therein, (iii) grant any
proxy, power of attorney or other authorization in or with respect to
such shares, except for the Stockholder Voting Agreement, or (iv)
deposit such shares into a voting trust or enter into a voting agreement
or arrangement with respect to such shares, subject to certain limited
exceptions.
The Stockholder Voting Agreement will terminate upon the earlier of the
effective time of the Merger, or the date upon which the Merger
Agreement is terminated in accordance with its terms.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The 2,869,581 shares of PSS Common Stock subject to the Stockholder
Voting Agreement are equal to approximately 29.5% of the PSS Common
Stock, based on the shares of PSS Common Stock issued and outstanding on
October 14, 1997.
NDC expressly disclaims any beneficial ownership of the 2,869,581 shares
of PSS Common Stock subject to the Stockholder Voting Agreement.
Other than as set forth in this Item 5, to the best of NDC's knowledge
(i) neither NDC nor any subsidiary or affiliate of NDC or any of its or
their executive officers or directors, beneficially owns any shares of
PSS Common Stock, and (ii) there have been no transactions in the shares
of PSS Common Stock effected during the past 60 days by NDC, nor to the
best of NDC's knowledge, by any subsidiary or affiliate of NDC or any of
its or their executive officers or directors.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than the Merger Agreement, including the Stockholder Voting
Agreement, a copy of which (excluding certain exhibits) is incorporated
by reference herein, to the best of NDC's knowledge there are at present
no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 above and between such
persons and any person with respect to any securities of PSS.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Merger Agreement and the Stockholder Voting Agreement are
incorporated by reference to Registration Statement on Form S-4,
Registration Number 333-40153.
Page 5 of 6 Pages
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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.
November 26, 1997 /s/ E. Michael Ingram
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Date Signature
E. Michael Ingram, General Counsel and Secretary
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Name/Title
