<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
HEALTH RISK MANAGEMENT, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
421935107
(CUSIP Number)
MICHAEL S. MURRAY, ESQ.
FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
P.O. BOX 1438
TAMPA, FLORIDA 33601
(813) 228-7411
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 12, 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.
Page 1 of 6 Pages
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* 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).
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CUSIP No.: 421935107 Page 2 of 6
<TABLE>
<S> <C>
SCHEDULE 13D
1 NAME OF REPORTING PERSONS: HEALTHPLAN SERVICES CORPORATION
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 133787901
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, WC, BK
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
NONE
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON WITH
10 SHARED DISPOSITIVE POWER
800,032(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,032(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14 TYPE OF REPORTING PERSON*
HC, CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The shares of common stock of Health Risk Management, Inc. ("HRMI")
covered by this report are subject to Support/Voting Agreements dated
September 12, 1996, and described in Item 3 of this report. Nothing
herein shall be deemed to be an admission by HealthPlan Services
Corporation ("HPS") as to the beneficial ownership of any shares of
Common Stock of HRMI, and HPS disclaims beneficial ownership of all
shares of Common Stock of HRMI which may be voted under the Voting
Agreements.
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CUSIP No.: 421935107 Page 3 of 6
Item 1. Security and Issuer.
This Amendment No. 1 relates to the common stock, $0.01 par value per
share ("HRMI Common Stock"), of Health Risk Management, Inc. ("HRMI"), a
Minnesota corporation. The capitalized terms used in this Amendment, unless
otherwise defined, shall have the same meaning as in the original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to read as follows:
This Statement relates to the execution of certain Support/Voting
Agreements (the "Voting Agreements") by each of the persons set forth in Annex
II to this Schedule 13D, which Annex II is incorporated herein by this
reference. The Voting Agreements were entered into as an inducement to HPS to
enter into the Plan and Agreement of Merger, dated September 12, 1996, among
HPS, HealthPlan Services Alpha Corporation ("Subcorp") and HRMI (the "Merger
Agreement"). Pursuant to the Merger Agreement and subject to the conditions
set forth therein (including approval by the stockholders of HRMI and various
regulatory agencies), HRMI will merge with and into Subcorp (the "Merger"), and
each issued and outstanding share of Common Stock of HRMI will be converted
into the right to receive $9.68603 in cash and 0.360208 of a share of HPS
Common Stock, par value $0.01 per share, subject to adjustment under the
circumstances described in the Merger Agreement, plus cash in lieu of
fractional shares. No
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CUSIP No.: 421935107 Page 4 of 6
monetary consideration was paid by HPS to the persons set forth in Annex II for
the Voting Agreements.
Pursuant to the terms of the Voting Agreements, each of the persons set
forth in Annex II has agreed (i) to vote all of the shares of HRMI Common Stock
beneficially owned by such person or its affiliates or over which such person
or any of its affiliates has voting power or control to approve the Merger and
the Merger Agreement, (ii) not to vote such shares in favor of any other
recapitalization, merger, consolidation or other business combination involving
HRMI, or acquisition of any capital stock or any material portion of the assets
(except for acquisitions of assets in the ordinary course of business
consistent with past practice) of HRMI and (iii) not to, and not to permit any
company, trust or other entity controlled by such person to, and not to permit
any of its affiliates to, contract to sell, sell or otherwise transfer or
dispose of any of such shares or any interest therein or securities convertible
thereinto or any voting rights with respect thereto other than pursuant to the
Merger without HPS's consent. Such persons in the aggregate are estimated to
have voting power over approximately 18.1% of the outstanding shares of HRMI
Common Stock, based upon 4,415,046 shares of HRMI Common Stock and options
which are currently exercisable as of September 12, 1996, as represented by
HRMI. HPS may hereafter enter into similar agreements with other holders of
HRMI Common Stock. A copy of the form of Support/Voting Agreement, dated as of
September 12, 1996, executed by such persons is included as Exhibit 99.1 to
this Schedule 13D and is incorporated herein by this reference. The foregoing
description of the Support/Voting Agreement is qualified in its entirety by
reference to such exhibit.
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CUSIP No.: 421935107 Page 5 of 6
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to read as follows:
As a result of the Voting Agreements, HPS may be deemed to be the
beneficial owner of 800,032 shares of Common Stock of HRMI, which would
represent approximately 18.1% of the shares of Common Stock (based upon
4,415,046 shares of HRMI Common Stock and options which are currently
exercisable as of September 13, 1996 as represented by HRMI).
The shares of Common Stock described herein are subject to the Voting
Agreements. Nothing herein shall be deemed to be an admission by HPS as to the
beneficial ownership of any shares of Common Stock, and HPS disclaims
beneficial ownership of all shares of Common Stock of HRMI which may be voted
under the Voting Agreements.
To the best of HPS's knowledge, no executive officer or director of
HPS beneficially owns any shares of HRMI Common Stock, nor have any
transactions in HRMI Common Stock been effected during the past 60 days by HPS
or, to the best knowledge of HPS, by any executive officer or director of HPS.
In addition, no other person, other than those listed in Annex II, is known by
HPS to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities covered by
this Schedule 13D.
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CUSIP No.: 421935107 Page 6 of 6
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.
HealthPlan Services Corporation
By: /s/ James K. Murray, III
-----------------------------------
Name: James K. Murray, III
Title: Executive Vice President and
Chief Financial Officer
Date: October 23, 1996
