UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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)
February 20, 1998
(Date of Event which Requires Filing of this Statement)
*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
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SCHEDULE 13D
CUSIP No. 71940 K 109 Page 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*
WC
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
28,681,522
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,681,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,681,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 71940 K 109 Page 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*
WC
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
28,681,522
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,681,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,681,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 71940 K 109 Page 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*
WC
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
28,681,522
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
28,681,522
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,681,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D - AMENDMENT NO. 16
The undersigned, Jeffry M. Picower ("Picower"), Decisions
Incorporated, a Delaware corporation ("Decisions") and JA Special Limited
Partnership, a Delaware limited partnership ("JA Special"), (collectively
the "Registrants") amend 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, Amendment No. 13 to the
Initial Filing dated September 18, 1995, Amendment No. 14 to the Initial
Filings dated August 2, 1996, and Amendment No. 15 to the Initial Filings
dated January 28, 1998, 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 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
On February 20, 1998, JA Special exercised the following three
Warrants in full:
1. Amended and Restated Warrant dated February 22, 1993 between
PCN and JA Special Limited Partnership, representing the right to purchase
350,000 shares of common stock at an exercise price of $1.00 per share;
2. Amended and Restated Warrant dated February 22, 1993 between
PCN and JA Special Limited Partnership, representing the right to purchase
436,538 shares of common stock at an exercise price of $1.00 per share;
3. Amended and Restated Warrant dated February 22, 1993 between
PCN and JA Special Limited Partnership, representing the right to purchase
633,462 shares of common stock at an exercise price of $1.00 per share.
Item 7. To Be Filed as Exhibits
Exhibit 1 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: February 25, 1998
/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 1
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 25th day of February, 1998.
/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
