UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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)
January 28, 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 / /
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 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. 15
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, and Amendment No. 14 to the
Initial Filings dated August 2, 1996, 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 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
On January 28, 1998, the Registrant acquired 730,000 Shares in an
open market transaction. The aggregate purchase price of the 730,000 Shares
purchased by the Registrants on January 28, 1998, is $2,783,125. The
source of funding for the purchase of these Shares is general working
capital of the Registrants.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
Registrants acquired the Shares for investment purposes.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
As of the close of business on January 28, 1998, Registrants may
be deemed to beneficially own in the aggregate 28,681,522 shares of common
stock, par value $.01 per share, of the Issuer (the "PCN Common Stock"),
representing approximately 47.7% (computed in accordance with rule 13d-3(d)(1))
of the Issuer's outstanding common stock as of November 13, 1997
in the Issuer's most recent filing on Form 10-Q dated November 15, 1997
filed with the Securities and Exchange Commission.) Registrants have
direct beneficial ownership of the Common Stock as follows:
Approximate Percentage
of Outstanding Shares
Number of Shares (computed in accordance
Name PCN Common Stock with rule 13d-3(d)(1))
JA Special 28,681,522 47.7%
The following sets forth all transactions with respect to Shares effected
during the past sixty days by the Registrants. On January 28, 1998, JA
Special purchased in an open market transaction 730,000 Shares of PCN
Common Stock at a per Share price of $3 13/16 for an aggregate price of
$2,783,125.00. In addition, a warrant issued to Jeffry Picower on September
13, 1995, and subsequently transferred to JA Special, first became
exercisable on September 13, 1997, and, therefor is included in the
Registrants' calculation of beneficial ownership.
The warrant is exercisable in whole and not in part for
5,000,000 shares at an exercise price of $25,000,000 ($5 per share) at any
time prior to 5:00 p.m. on September 13, 2002.
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 5, 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 5th 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
