UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Physician Computer Network, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
71940 K 109
(CUSIP Number)
Jonathan Klein, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 2, 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 schedule because of Rule 13d-1(b)(3) or
(4), check the following box / /
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).
Page 1 of 6 Pages
List of Exhibits is on Page 6<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 71940 K 109 Page 1 of 6 Pages
1 NAME OF REPORTING PERSON
Jeffry Picower
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
22,951,522
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,951,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,951,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9 percent
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 71940 K 109 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
Decisions Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
22,951,522
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,951,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,951,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9 percent
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 71940 K 109 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
JA Special Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
22,951,522
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,951,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,951,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9 percent
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D - AMENDMENT NO. 14
The undersigned amends the Schedule 13D dated December 9, 1991 (the
"Initial Filing"), as amended by Amendment No. 1 to the Initial Filing
dated December 26, 1991, Amendment No. 2 to the Initial Filing dated May
11, 1992, Amendment No. 3 to the Initial Filing dated November 18, 1992,
Amendment No. 4 to the Initial Filing dated November 23, 1992, Amendment
No. 5 to the Initial Filing dated December 9, 1992, Amendment No. 6 to the
Initial Filing dated December 21, 1992, Amendment No. 7 to the Initial
Filing dated February 22, 1993, Amendment No. 8 to the Initial Filing dated
May 10, 1993, Amendment No. 9 to the Initial Filing dated December 31,
1993, Amendment No. 10 to the Initial Filing dated January 27, 1994,
Amendment No. 11 to the Initial Filing dated January 4, 1995, Amendment No.
12 to the Initial Filing dated August 3, 1995 and Amendment No. 13 to the
Initial Filing dated September 18, 1995, with regard to the shares of
common stock, par value $.01 per share ("Shares"), of Physician Computer
Network, Inc. (the "Issuer"), a corporation organized under the laws of New
Jersey as set forth below. Unless otherwise indicated, capitalized terms
contained herein shall have the meanings set forth in the Initial Filing.
Item 2. Identity and Background
Item 2 is hereby amended to add the following:
In addition to Mr. Picower, this Schedule 13D is being filed on
behalf of Decisions Incorporated ("Decisions"), a Delaware corporation
wholly owned by Mr. Picower and JA Special Limited Partnership ("JA
Special"), a Delaware limited partnership of which Decisions is the sole
general partner (collectively the "Registrants").
Decisions is primarily engaged in the business of investing in
securities. The principal business address of Decisions is 22 Saw Mill
River Road, Hawthorne, New York 10532. JA Special is primarily engaged in
the business of investing in securities. The principal business address of
JA Special is c/o Decisions Inc., 22 Saw Mill River Road, Hawthorne, New
York 10532.
The executive officers and directors of Decisions, and those
persons who may be deemed to exercise control over JA Special by virtue of
their positions at Decisions are as follows: Jeffrey Picower-Chairman of
the Board and April C. Freilich-President. The principal business address
of Mr. Picower is 1410 South Ocean Boulevard, Palm Beach, Florida 33480.
The principal business address of Ms. Freilich is 22 Saw Mill River Road,
Hawthorne, N.Y. 10532.
None of the persons filing this statement on Schedule 13D has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been 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
prohibitive or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
The purpose of this filing is to report the transfer of all the
Shares previously beneficially owned by Picower directly to Decisions, who
in turn transferred the Shares to JA Special, a limited partnership of
which Decisions is the general partner. As a result of such transfer, JA
Special may be deemed to directly beneficially own 22,951,522 Shares while
Decisions and Picower may be deemed to indirectly beneficially own
22,951,522 Shares.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
As of the close of business on August 6, 1996, Registrants may be
deemed to be the beneficial owners of 22,951,522 Shares, comprising
approximately 44.9 percent of the 51,172,125 Shares stated to be
outstanding in the most recent filing by the Issuer on Form 10-Q, dated as
of May 8, 1996.
Registrants have shared voting power and shared dispositive power
with respect to the 22,951,522 shares.
Item 7. To Be Filed as Exhibits
Exhibit 24 Joint Filing Agreement
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: August 7, 1996
/s/ Jeffry M. Picower
Jeffry M. Picower
DECISIONS INCORPORATED
By: /s/ April C. Freilich
April C. Freilich
President
JA SPECIAL LIMITED PARTNERSHIP
By: Decisions Incorporated
General Partner
By: /s/ April C. Freilich
April C. Freilich
President
EXHIBIT 24
JOINT FILING AGREEMENT
In accordance with Rule 13D-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the
joint filing on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Shares of
common stock, par value $.01 per share, of Physician Computer
Network, Inc., and further agree that this Joint Filing Agreement
be included as an Exhibit to such joint filings. In evidence
thereof, the undersigned, being duly authorized, have executed this
Joint Filing Agreement this 6th day of August, 1996.
/s/ Jeffrey M. Picower
Jeffrey M. Picower
DECISIONS INCORPORATED
By: /s/ April C. Freilich
April C. Freilich
President
JA SPECIAL LIMITED PARTNERSHIP
By: Decisions Incorporated
General Partner
By: /s/ April C. Freilich
April C. Freilich
President
