<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Medaphis Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
584028104
- --------------------------------------------------------------------------------
(CUSIP Number)
Scott F. Smith, Esq.
Howard, Darby & Levin
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 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 [ ]
Page 1 of 57 Pages
Exhibit Index is on Page 21
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------- ---------------------
CUSIP No. 584028104 13D Page 2 of 57 Pages
- --------------------------- ---------------------
----- ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James F. Thacker
----- ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
----- ----------------------------------------------------------------------------------
3 SEC Use Only
----- ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
----- ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
----- ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
---------------- ------- ---------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
14,275
------- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
1,215,874
------- ---------------------------------------------------------------
Each Reporting 9 Sole Dispositive Power
14,275
------- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
1,965,874
----- ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,980,149
----- ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
----- ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.8%
----- ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
----- ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------- ---------------------
CUSIP No. 584028104 13D Page 3 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James F. Thacker Retained Annuity Trust
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Commonwealth of Virginia
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
607,937
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
607,937
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
607,937
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.8%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------- ---------------------
CUSIP No. 584028104 13D Page 4 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paulanne H. Thacker Retained Annuity Trust
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)
[ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Commonwealth of Virginia
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
607,937
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Beneficially
0
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
607,937
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
607,937
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.8%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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CUSIP No. 584028104 13D Page 5 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William J. DeZonia
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
410,916
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Beneficially
0
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
410,916
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
410,916
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.6%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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CUSIP No. 584028104 13D Page 6 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lori T. Caudill
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
489,927
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
700,000
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
239,927
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
1,250,000
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,489,927
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.1%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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CUSIP No. 584028104 13D Page 7 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carol T. Shumaker
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
489,927
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
700,000
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
239,927
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
1,250,000
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,489,000
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.1%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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CUSIP No. 584028104 13D Page 8 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alyson T. Stinson
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
489,927
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 700,000
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
239,927
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
1,250,000
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,489,927
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.1%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------- ---------------------
CUSIP No. 584028104 13D Page 9 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
F.I.S. Hull, III
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
0
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
1,215,874
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
0
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
1,215,874
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,215,874
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
1.6%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------- ---------------------
CUSIP No. 584028104 13D Page 10 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Empire Investment Banking Company, L.P.
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Commonwealth of Virginia
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
700,000
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
700,000
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
300,000
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
1.4%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------- ---------------------
CUSIP No. 584028104 13D Page 11 of 57 Pages
- --------------------------- ---------------------
- ------ ----------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jo Anne Maxwell
- ------ ----------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- ------ ----------------------------------------------------------------------------------
3 SEC Use Only
- ------ ----------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- ------ ----------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ----- ---------------------------------------------------------------
Number of Shares 7 Sole Voting Power
200,000
----- ---------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
----- ---------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
200,000
----- ---------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- ------ ----------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
200,000
- ------ ----------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ------ ----------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.2%
- ------ ----------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ------ ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D, originally filed with the Securities and Exchange Commission on
January 16, 1996 (the "Schedule 13D") by James F. Thacker ("JFT"), James F.
Thacker Retained Annuity Trust ("JFT Trust"), Paulanne H. Thacker Retained
Annuity Trust ("PHT Trust"), William J. DeZonia ("WJD"), Lori T. Caudill
("LTC"), Carol T. Shumaker ("CTS"), Alyson T. Stinson ("ATS") and F.I.S. Hull,
III ("FIS Hull") (collectively, the "Original Reporting Persons"). Capitalized
terms not defined herein have the meanings assigned thereto in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby supplemented as follows:
The persons filing this Statement are the Original Reporting
Persons, Empire Investment Banking Company, L.P. ("Empire") and Jo Anne Maxwell
("JAM") (collectively, the "Reporting Persons"). Jo Anne Maxwell is a citizen of
the United States of America. Empire is a limited partnership organized under
the laws of the Commonwealth of Virginia.
The Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Each Reporting Person disclaims beneficial
ownership of Shares owned by other Reporting Persons, except that JFT does not
disclaim beneficial ownership of the Shares owned by JFT Trust, PHT Trust and an
aggregate of 750,000 Shares loaned by JFT to LTC, CTS and ATS, LTC, CTS and AST
do not disclaim beneficial ownership of the Shares owned by Empire and Empire
does not disclaim beneficial ownership of the 300,000 Shares loaned by Empire to
JFT.
The principal business of Empire is to engage in capital and
equity investments and commercial business enterprise. The business address of
Empire is 11938 Old Washington Highway, Glen Allen, Virginia 23060. LTC, CTS and
ATS are the partners of Empire.
JAM's principal occupation or employment is as a consultant,
engaged in the provision of management advisory services to JFT. JAM's business
address is 1001 Boulders Parkway, Suite 519, Richmond, Virginia 23225. JAM is
Administrative Manager and counsel to JFT.
No Reporting Person has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 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.
Item 3 of the Schedule 13D is hereby supplemented as follows:
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<PAGE>
<PAGE>
LTC borrowed 250,000 Shares from JFT pursuant to a Stock Loan
Agreement, dated June 30, 1996, between LTC and JFT (the "LTC Agreement"), a
copy of which is attached hereto as Exhibit 2 and incorporated herein by
reference. There were no funds involved in the transaction.
CTS borrowed 250,000 Shares from JFT pursuant to a Stock Loan
Agreement, dated June 30, 1996, between CTS and JFT (the "CTS Agreement"), a
copy of which is attached hereto as Exhibit 3 and incorporated herein by
reference. There were no funds involved in the transaction.
ATS borrowed 250,000 Shares from JFT pursuant to a Stock Loan
Agreement, dated June 30, 1996, between ATS and JFT (the "ATS Agreement"), a
copy of which is attached hereto as Exhibit 4 and incorporated herein by
reference. There were no funds involved in the transaction.
Empire purchased 1,000,000 Shares from JFT for $4,300,000
pursuant to an Annuity Agreement for Purchase and Sale of Common Stock, dated
October 31, 1996, between JFT and Empire (the "Empire Purchase Agreement"), a
copy of which is attached hereto as Exhibit 5 and incorporated herein by
reference. Pursuant to the Empire Purchase Agreement, Empire is obligated to
make quarterly annuity payments of $114,566.92 to JFT until JFT's death, with
the final payment pro rated to the date of death. The first annuity payment is
due on January 31, 1997. The annuity payments will be funded from cash available
to Empire.
JFT borrowed 300,000 Shares from Empire pursuant to a Stock Loan
Agreement, dated December 15, 1996, between JFT and Empire (the "Empire Loan
Agreement"), a copy of which is attached hereto as Exhibit 6 and incorporated
herein by reference. There were no funds involved in the transaction.
Pursuant to an Agreement, dated as of January 3, 1987, between
JFT and WJD (the "De Zonia Agreement"), a copy of which is attached hereto as
Exhibit 7 and incorporated herein by reference, WJD was owed deferred
compensation for services rendered. Pursuant to Exhibit A to the De Zonia
Agreement, dated January 3, 1997, JFT transferred 370,000 Shares to WJD as full
payment of such deferred compensation. There were no funds involved in the
transaction.
JAM acquired 200,000 Shares from JFT as consideration for
services pursuant to an Agreement for Services, dated November 1, 1996, between
JFT and JAM (the "JAM Agreement"), a copy of which is attached hereto as Exhibit
8 and incorporated herein by reference. There were no funds involved in the
transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:
(a) The following table sets forth information with respect to
the Shares beneficially owned by each Reporting Person as of the close of
business on February 3, 1997:
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Approximate Percentage of
Name Number of Shares Outstanding Shares (1)
- -------------------------------- ----------------- -------------------------
<S> <C> <C>
James F. Thacker 1,980,149 (2)(3) 2.8%
James F. Thacker Trust 607,937 (2) .8%
Paulanne H. Thacker Trust 607,937 (2) .8%
William J. DeZonia 410,916 (2)(4) .6%
Lori T. Caudill 1,489,927 (2)(5) 2.1%
Carol T. Shumaker 1,489,927 (2)(5) 2.1%
Alyson T. Stinson 1,489,927 (2)(5) 2.1%
F.I.S. Hull, III 1,215,874 (2)(6) 1.6%
Empire Investment Banking 1,000,000 (2)(7) 1.3%
Company, L.P.
Jo Anne Maxwell 200,000 (2) .2%
</TABLE>
- ---------------
(1) Computed on the basis of 71,696,802 Shares outstanding as of October 31,
1996 as specified in the Quarterly Report on Form 10-Q of the Issuer for
the quarterly period ended September 30, 1996
(2) The Reporting Persons may be deemed to be a "group" within the meaning
of Rule 13d-5 under the Exchange Act, by virtue of acquiring the Merger
Shares as described above in Item 3. Thus, pursuant to Rule 13d-5, each
Reporting Person may be deemed to beneficially own all Shares
beneficially owned by the other Reporting Persons. Each Reporting Person
disclaims beneficial ownership of such Shares, except that JFT does not
disclaim beneficial ownership of the shares owned by JFT Trust, PHT
Trust and an aggregate of 750,000 Shares loaned by JFT to LTC, CTS and
ATS, LTC, CTS and AST do not disclaim beneficial ownership of the Shares
owned by Empire and Empire does not disclaim beneficial ownership of the
300,000 Shares loaned by Empire to JFT. The Reporting Persons
collectively have beneficial ownership, in the aggregate, of 4,010,846
Shares (including vested options to acquire Shares).
(3) Consists of 2,034,275 Shares issued to JFT by the Issuer in connection
with the Merger (including the 750,000 Shares subsequently loaned by JFT
to LTC, CTS and ATS), an aggregate of 1,215,874 Shares issued to JFT
Trust and PHT Trust by the Issuer in connection with the Merger and
300,000 Shares borrowed by JFT from Empire less 370,000 shares
transferred to WJD, 1,000,000 Shares transferred to Empire and 200,000
Shares transferred to JAM.
(4) Includes vested options to acquire 10,850 Shares granted to WJD by
the Issuer.
(5) Includes 250,000 Shares loaned to each of LTC, CTS and ATS by JFT and
1,000,000 Shares owned by Empire. Excludes an aggregate of 1,215,874
Shares owned by JFT Trust and PHT Trust. Pursuant to the terms of each
of JFT Trust and PHT Trust, any
-14-
<PAGE>
<PAGE>
property remaining in either trust after December 31, 2002 shall be
distributed equally to LTC, CTS and ATS. LTC, CTS and ATS each disclaims
beneficial ownership of the Shares owned by JFT Trust and PHT Trust.
(6) Consists of an aggregate of 1,215,874 Shares owned by JFT Trust and PHT
Trust. FIS Hull disclaims beneficial ownership of the Shares owned by
JFT Trust and PHT Trust.
(7) Includes 300,000 Shares borrowed from Empire by JFT.
(b) JFT has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 14,275 Shares. JFT shares with FIS Hull
the power to vote or to direct the vote and to dispose or to direct the
disposition of 1,215,874 Shares held by JFT Trust and PHT Trust. Together with
LTC, JFT has the power to dispose of or direct the disposition of 250,000
Shares. Together with CTS, JFT has the power to dispose of or direct the
disposition of 250,000 Shares. Together with ATS, JFT has the power to dispose
of or direct the disposition of 250,000 Shares. JFT is the father of LTC, CTS
and ATS and the brother-in-law of FIS Hull. LTC, CTS and ATS are sisters and FIS
Hull is their uncle.
WJD has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 410,916 Shares.
CTS has the sole power to vote or to direct the vote of 489,972
Shares and has the sole power to dispose or to direct the disposition of 239,927
shares. Together with LTC and ATS, CTS has the power to vote or to direct the
vote and to dispose or to direct the disposition of 700,000 Shares. Together
with JFT, CTS has the power to dispose of or to direct the disposition of
250,000 Shares, and, subject to the Empire Loan Agreement, together with LTC and
AST, CTS has the power to dispose of or direct the disposition of 300,000
Shares. CTS is the Managing Partner of Empire.
LTC has the sole power to vote or to direct the vote of 489,972
Shares and has the sole power to dispose or to direct the disposition of 239,927
shares. Together with CTS and ATS, LTC has the power to vote or to direct the
vote and to dispose or to direct the disposition of 700,000 Shares. Together
with JFT, LTC has the power to dispose of or to direct the disposition of
250,000 Shares, and, subject to the Empire Loan Agreement, together with CTS and
AST, LTC has the power to dispose of or direct the disposition of 300,000
Shares. LTC is a partner of Empire.
ATS has the sole power to vote or to direct the vote of 489,972
Shares and has the sole power to dispose or to direct the disposition of 239,927
shares. Together with CTS andLTC, ATS has the power to vote or to direct the
vote and to dispose or to direct the disposition of 700,000 Shares. Together
with JFT, ATS has the power to dispose of or to direct the disposition of
250,000 Shares, and, subject to the Empire Loan Agreement, together with CTS and
LTC, ATS has the power to dispose of or direct the disposition of 300,000
Shares. ATS is a partner of Empire.
-15-
<PAGE>
<PAGE>
JAM has the sole power to vote or to direct the vote and to
dispose of 200,000 Shares. JAM is Administrative Manager and counsel to JFT.
(c) The following table sets forth transactions with respect to
the Shares during the past 60 days or since the filing of the Schedule 13D by
each of the Reporting Persons. The transactions set forth below were private
purchases, sales and loans effected privately.
<TABLE>
<CAPTION>
Sale/Purchase
Transaction (S/P), Loan (L) Price Per
Date or Transfer (T) Share ($) Number of Shares Transferor Transferee
---- --------------- --------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
6/30/96 L n/a 250,000 JFT LTC
6/30/96 L n/a 250,000 JFT CTS
6/30/96 L n/a 250,000 JFT ATS
12/1/96 S/P $4.30 1,000,000 JFT Empire
12/15/96 L n/a 300,000 Empire JFT
1/10/97 T $4.30 370,000 JTF WJD
2/6/97 T $4.50 200,000 JTF JAM
</TABLE>
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
Shares which the Reporting Persons may be deemed to beneficially own. JFT has
the right to receive or the power to direct the receipt of dividends from the
750,000 Shares loaned to LTC, CTS and ATS. Empire has the right to receive or
the power to direct the receipt of dividends from the 300,000 Shares loaned to
JFT.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby supplemented as follows:
Pursuant to the LTC Agreement, a copy of which is attached hereto
as Exhibit 2 and incorporated herein by reference, JFT loaned LTC 250,000
Shares. LTC is obligated to repay the borrowing by delivering to JFT Issuer
Common Stock equal in number to the borrowed shares (250,000) upon the earlier
of (x) five business days after receipt from JFT of written notice demanding
repayment and (y) July 1, 1998. LTC must make to JFT payments of all amounts
equivalent to any dividends or other distributions made by the Issuer, which
JFT, as owner of the loaned Shares, is entitled to receive during the period
beginning with the loan transfer and ending with the repayment transfer of
identical Issuer stock back to JFT.
Pursuant to the CTS Agreement, a copy of which is attached hereto
as Exhibit 3 and incorporated herein by reference, JFT loaned CTS 250,000
Shares. CTS is obligated to repay the borrowing by delivering to JFT Issuer
Common Stock equal in number to the borrowed shares (250,000) upon the earlier
of (x) five business days after receipt from JFT of written notice demanding
repayment and (y) July 1, 1998. CTS must make to JFT payments of all amounts
-16-
<PAGE>
<PAGE>
equivalent to any dividends or other distributions made by the Issuer, which
JFT, as owner of the loaned Shares, is entitled to receive during the period
beginning with the loan transfer and ending with the repayment transfer of
identical Issuer stock back to JFT.
Pursuant to the ATS Agreement, a copy of which is attached hereto
as Exhibit 4 and incorporated herein by reference, JFT loaned ATS 250,000
Shares. ATS is obligated to repay the borrowing by delivering to JFT Issuer
Common Stock equal in number to the borrowed shares (250,000) upon the earlier
of (x) five business days after receipt from JFT of written notice demanding
repayment and (y) July 1, 1998. ATS must make to JFT payments of all amounts
equivalent to any dividends or other distributions made by the Issuer, which
JFT, as owner of the loaned Shares, is entitled to receive during the period
beginning with the loan transfer and ending with the repayment transfer of
identical Issuer stock back to JFT.
Pursuant to the Empire Loan Agreement, a copy of which is
attached hereto as Exhibit 6 and incorporated herein by reference, Empire loaned
JFT 300,000 Shares. JFT is obligated to repay the borrowing by delivering to
Empire Issuer Common Stock equal in number to the borrowed shares (300,000) upon
the earlier of (x) five business days after receipt from Empire of written
notice demanding repayment and (y) June 30, 1998. JFT must make to Empire
payments of all amounts equivalent to any dividends or other distributions made
by the Issuer, which Empire, as owner of the loaned Shares, is entitled to
receive during the period beginning with the loan transfer and ending with the
repayment transfer of identical Issuer stock back to Empire.
Except as described in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof and between such persons and any other person
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Schedule 13D (without Exhibits), originally filed in paper
format January 16, 1996.
Exhibit 2 Stock Loan Agreement, dated June 30, 1996, between LTC and JFT
Exhibit 3 Stock Loan Agreement, dated June 30, 1996, between CTS and JFT
Exhibit 4 Stock Loan Agreement, dated June 30, 1996, between ATS and JFT
Exhibit 5 Annuity Agreement for Purchase and Sale of Common Stock, dated
October 31, 1996, between JFT and Empire
Exhibit 6 Stock Loan Agreement, dated December 15, 1996, between JFT and
Empire
Exhibit 7 Agreement, dated January 3, 1987, between JFT and WJD,
including Exhibit A thereto, dated January 3, 1997.
-17-
<PAGE>
<PAGE>
Exhibit 8 Agreement for Services, dated November 1, 1996, between JFT and
JAM
Exhibit 9 Amended and Restated Joint Filing Agreement, dated February 7,
1997, among the Reporting Persons
-18-
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: February 7, 1997
<TABLE>
<CAPTION>
<S> <C>
s/s James F. Thacker
-----------------------------
James F. Thacker
JAMES F. THACKER RETAINED
ANNUITY TRUST
By: s/s James F. Thacker
--------------------------
James F. Thacker, as Trustee
By: s/s F.I.S. Hull, III
--------------------------
F.I.S. Hull, III, as Trustee
PAULANNE H. THACKER RETAINED
ANNUITY TRUST
By: s/s James F. Thacker
--------------------------
James F. Thacker, as Trustee
By: s/s F.I.S. Hull, III
--------------------------
F.I.S. Hull, III, as Trustee
s/s William J. DeZonia
-----------------------------
William J. DeZonia
s/s Lori T. Caudill
-----------------------------
Lori T. Caudill
s/s Carol T. Shumaker
-----------------------------
Carol T. Shumaker
s/s Alyson T. Stinson
-----------------------------
Alyson T. Stinson
</TABLE>
-19-
<PAGE>
<PAGE>
<TABLE>
<S> <C>
s/s F.I.S. Hull, III
-----------------------------
F.I.S. Hull, III
EMPIRE INVESTMENT BANKING COMPANY, L.P.
By: s/s Carol T. Shumaker
--------------------------
Carol T. Shumaker, Managing Partner
s/o Jo Anne Maxwell
-----------------------------
Jo Anne Maxwell
</TABLE>
-20-
<PAGE>
<PAGE>
Exhibit List
<TABLE>
<CAPTION>
Location of Exhibit in
Exhibit Description of Document Sequential Numbering Systems
<S> <C> <C>
1 Schedule 13D (without Exhibits),
originally filed in paper format January
16, 1996
2 Stock Loan Agreement, dated June 30, 1996,
between LTC and JFT
3 Stock Loan Agreement, dated June 30, 1996,
between CTS and JFT
4 Stock Loan Agreement, dated June 30, 1996,
between ATS and JFT
5 Annuity Agreement for Purchase and Sale of
Common Stock, dated October 31, 1996,
between JFT and Empire
6 Stock Loan Agreement, dated December 15,
1996, between JFT and Empire
7 Agreement, dated January 3, 1987, between
JFT and WJD, including Exhibit A thereto,
dated January 3, 1997
8 Agreement for Services, dated November 1,
1996, between JFT and JAM
9 Amended and Restated Joint Filing
Agreement, dated February 7, 1997, among
the Reporting Persons
</TABLE>
-21-
<PAGE>
<PAGE>
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Medaphis Corporation
------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
------------------------------------------------------
(Title of Class of Securities)
584028104
------------------------------------------------------
(CUSIP Number)
Scott F. Smith, Esq.
Howard, Darby & Levin
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 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 9.
Check the following box if a fee is being paid with the Statement [X]
Page 1 of 156 Pages
Exhibit Index is on Page 21
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------- ---------------------
CUSIP No. 584028104 13D Page 2 of 156 Pages
- --------------------------- ---------------------
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James F. Thacker
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X]
(b) [ ]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ----- ---------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
2,034,275
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
1,215,874
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
2,034,275
---------------------------------------------------------------------
Person With 10 Shared Dispositive Power
1,215,874
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,250,149
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.5%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
- --------------------------- --------------------
CUSIP No. 584028104 13D Page 3 of 156 Pages
- --------------------------- --------------------
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James F. Thacker Retained Annuity Trust
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Commonwealth of Virginia
- ------------------- ----- ---------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
607,937
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
607,937
---------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
607,937
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
1.2%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
- --------------------------- --------------------
CUSIP No. 584028104 13D Page 4 of 156 Pages
- --------------------------- --------------------
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paulanne H. Thacker Retained Annuity Trust
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Commonwealth of Virginia
- -----------------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
607,937
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
607,937
---------------------------------------------------------------------
Person With
10 Shared Dispositive Power
0
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
607,937
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
1.2%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
- --------------------------- --------------------
CUSIP No. 584028104 13D Page 5 of 156 Pages
- --------------------------- --------------------
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William J. DeZonia
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- -----------------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
30,066
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
30,066
---------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
30,066
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.1%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
- --------------------------- --------------------
CUSIP No. 584028104 13D Page 6 of 156 Pages
- --------------------------- --------------------
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lori T. Caudill
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- -----------------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
239,927
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
239,927
---------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
239,927
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.5%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
- --------------------------- --------------------
CUSIP No. 584028104 13D Page 7 of 156 Pages
- --------------------------- --------------------
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carol T. Shumaker
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- -----------------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
239,927
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
239,927
---------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
239,927
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.5%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
- --------------------------- --------------------
CUSIP No. 584028104 13D Page 8 of 156 Pages
- --------------------------- --------------------
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alyson T. Stinson
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- -----------------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
239,927
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
239,927
---------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
239,927
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
.5%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
- --------------------------- ----------------------
CUSIP No. 584028104 13D Page 9 of 156 Pages
- --------------------------- ----------------------
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
F.I.S. Hull, III
- -----------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
OO
- -----------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- -----------------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
0
---------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
1,215,874
---------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
0
---------------------------------------------------------------------
Person With 10 Shared Dispositive Power
1,215,874
- -----------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,215,874
- -----------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- -----------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.4%
- -----------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
---------------------
Page 10 of 156 Pages
---------------------
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is
the Common Stock, par value $.01 per share ("Shares"), of Medaphis Corporation,
a Delaware corporation (the "Issuer"), with its principal executive offices
located at 2700 Cumberland Parkway, Suite 300, Atlanta, Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Statement are James F. Thacker ("JFT"),
James F. Thacker Retained Annuity Trust ("JFT Trust"), Paulanne H. Thacker
Retained Annuity Trust ("PHT Trust"), William J. DeZonia ("WJD"), Lori T.
Caudill ("LTC"), Carol T. Shumaker ("CTS"), Alyson T. Stinson ("ATS") and F.I.S.
Hull, III ("FIS Hull") (collectively, the "Reporting Persons"). Each Reporting
Person that is an individual is a citizen of the United States of America. JFT
Trust and PHT Trust are trusts organized under the laws of the Commonwealth of
Virginia. JFT and FIS Hull are co-trustees of each of JFT Trust and PHT Trust.
The Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Each Reporting Person disclaims beneficial
ownership of Shares owned by other Reporting Persons, except that JFT and FIS
Hull do not disclaim beneficial ownership of the Shares owned by the JFT Trust
and the PHT Trust.
JFT's principal occupation is as an employee of Medical
Management Sciences, Inc. ("MMS"). JFT's business address is 1001 Boulders
Parkway, Suite 519, Richmond, Virginia 23225. MMS's principal business is
providing practice management services to radiologists and radiation
oncologists; its principal executive offices are located at 7135 Windsor
Boulevard, Baltimore, Maryland 21244. JFT is also a trustee of JFT Trust and PHT
Trust.
The principal business of each of JFT Trust and PHT Trust is that
of holding trust property, investing trust property and making distributions of
trust property. The business address of JFT Trust and PHT Trust is 1001 Boulders
Parkway, Suite 519, Richmond, Virginia 23225.
WJD's principal occupation or employment is as an employee of
MMS. WJD's business address is c/o Medical Management Sciences, Inc., 7135
Windsor Boulevard, Baltimore, Maryland 21244. The principal business and address
of MMS is as set forth above in this Item 2.
LTC's principal occupation or employment is as a homemaker. LTC's
business address is 516 Mount Herman Road, Midlothian, Virginia 23112.
CTS's principal occupation or employment is as a homemaker. CTS's
business address is 11938 Old Washington Highway, Glen Allen, Virginia 23060.
ATS's principal occupation or employment is as a homemaker. ATS's
business address is 18001 W. County Line Drive, Midlothian, Virginia 23112.
FIS Hull's principal occupation or employment is serving as
President of Central Communications Corporation ("CCC"). FIS Hull's business
address is c/o Central Communications Corporation, 9 Independence Drive,
Londonderry, New Hampshire 03053. CCC's principal business is selling and
servicing communication equipment; its principal executive
<PAGE>
<PAGE>
---------------------
Page 11 of 156 Pages
---------------------
offices are located at 9 Independence Drive, Londonderry, New Hampshire 03053.
FIS Hull is also a trustee of JFT Trust and PHT Trust.
No Reporting Person has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 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.
The Reporting Persons acquired an aggregate of 3,999,996 Shares
(the "Merger Shares") in connection with the merger (the "Merger") of CarSub,
Inc., a wholly owned subsidiary of the Issuer ("CarSub"), into MMS, pursuant to
the Merger Agreement, dated as of December 29, 1995, by and among the Issuer,
CarSub and MMS, a copy of which is attached hereto as Exhibit 1 (the "Merger
Agreement") and is incorporated herein by reference. Pursuant to the Merger
Agreement, at the effective time of the Merger, the outstanding shares of
capital stock of MMS were canceled and exchanged for the Merger Shares in a
private placement pursuant to Regulation D promulgated under the Securities Act
of 1933, as amended (the "Securities Act"). Prior to the effective time of the
Merger, the Reporting Persons, collectively, owned 100% of the outstanding
capital stock of MMS.
ITEM 4. PURPOSE OF TRANSACTION.
As described above in Item 3, each Reporting Person acquired the
Merger Shares in connection with the Merger for investment purposes. Each
Reporting Person will continue to evaluate his/her investment in the Issuer on
the basis of various factors, including the Issuer's business, financial
condition, results of operations and prospects, general economic and industry
conditions, the securities markets in general and those for the Issuer's
securities in particular, such Reporting Person's own financial condition, other
investment opportunities and other future developments. Based upon such
evaluation, each Reporting Person will take such actions in the future as such
Reporting Person may deem appropriate in light of the circumstances existing
from time to time. Depending on market and other factors, a Reporting Person may
determine to dispose of some or all of the Shares owned by such Reporting
Person.
As described above in Item 3, the Merger Shares were acquired by
the Reporting Persons in a private placement pursuant to Regulation D and,
therefore, may not be sold, pledged, conveyed or otherwise transferred without
registration or qualification under the Securities Act and applicable state
securities or blue sky laws or a valid exemption therefrom. In connection with
the Merger, the Issuer granted to the Reporting Persons certain demand and
incidental registration rights pursuant to a Registration Rights Agreement (the
"Registration Rights Agreement").
Except as set forth in this Item 4, no Reporting Person has plans
or proposals with respect to any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth information with respect to
the Shares beneficially owned by each Reporting Person as of the close of
business on January 11, 1996:
<PAGE>
<PAGE>
---------------------
Page 12 of 156 Pages
---------------------
<TABLE>
<CAPTION>
Number of Approximate Percentage of
Name Shares Outstanding Shares (1)
---- --------- -------------------------
<S> <C> <C>
James F. Thacker 3,250,149(2)(3) 6.5%
James F. Thacker
Trust 607,937(2) 1.2%
Paulanne H. Thacker
Trust 607,937(2) 1.2%
William J. DeZonia 30,066(2)(4) .1%
Lori T. Caudill 239,927(2)(5) .5%
Carol T. Shumaker 239,927(2)(5) .5%
Alyson T. Stinson 239,927(2)(5) .5%
F.I.S. Hull, III 1,215,874(2)(6) 2.4%
</TABLE>
- ---------------
(1) Computed on the basis of 50,064,440 Shares outstanding as of December
18, 1995 as specified in the Merger Agreement (including the Merger
Shares).
(2) The Reporting Persons may be deemed to be a "group" within the meaning
of Rule 13d-5 under the Exchange Act, by virtue of acquiring the Merger
Shares as described above in Item 3. Thus, pursuant to Rule 13d-5, each
Reporting Person may be deemed to beneficially own all Shares
beneficially owned by the other Reporting Persons. Each Reporting Person
disclaims beneficial ownership of such Shares, except that JFT does not
disclaim beneficial ownership of the shares owned by JFT Trust.
(3) Consists of 2,034,275 Merger Shares issued to JFT and 607,937 Merger
Shares issued to each of JFT Trust and PHT Trust. JFT disclaims
beneficial ownership of the Merger Shares issued to PHT Trust.
(4) Excludes options to acquire 54,250 Shares that, pursuant to the Merger
Agreement, the Issuer has agreed to grant to WJD under its existing
employee stock option plan(s), subject to approval of the disinterested
members of the Issuer's Board of Directors.
(5) Excludes 607,937 Merger Shares issued to each of JFT Trust and PHT
Trust. Pursuant to the terms of each of JFT Trust and PHT Trust, any
property remaining in either trust after December 31, 2002 shall be
distributed equally to LTC, CTS and ATS. LTC, CTS and ATS each disclaims
beneficial ownership of the Merger Shares issued to JFT Trust and PHT
Trust.
(6) Consists of 607,937 Merger Shares issued to each of JFT Trust and PHT
Trust. FIS Hull disclaims beneficial ownership of the Merger Shares
issued to JFT Trust and PHT Trust.
<PAGE>
<PAGE>
---------------------
Page 13 of 156 Pages
---------------------
(b) JFT has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,034,275 Shares. JFT shares with FIS
Hull the power to vote or to direct the vote and to dispose or to direct the
disposition of 1,215,874 Shares held by JFT Trust and the PHT Trust. JFT is the
father of LTC, CTS and ATS and the brother-in-law of FIS Hull. LTC, CTS and ATS
are sisters and FIS Hull is their uncle.
WJD has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 30,066 Shares.
LTC has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 239,927 Shares.
CTS has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 239,927 Shares.
ATS has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 239,927 Shares.
(c) No Reporting Person has acquired any Shares within the past
60 days, except the Merger Shares acquired on January 2, 1996, as described
above in Item 3.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
Shares which the Reporting Persons may be deemed to beneficially own.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
As described above in Item 4, in connection with the Merger, the
Reporting Persons entered into the Registration Rights Agreement with the
Issuer, a copy of which is attached hereto as Exhibit 2 and is incorporated
herein by reference. Pursuant to the Registration Rights Agreement, the
Reporting Persons are entitled to certain demand and incidental registration
rights with respect to the Merger Shares. In addition, each of JFT, JFT Trust,
PHT Trust and WJD entered into Affiliate Letters with the Issuer, copies of
which are attached hereto as Exhibit 3 (the "Affiliate Letters") and are
incorporated herein by reference, pursuant to which such persons have agreed not
to sell, transfer or otherwise dispose of, or in any other way reduce their risk
with respect to, the Merger Shares issued to such persons, until such time as
financial results covering at least 30 days of combined operations of the Issuer
and MMS have been published.
The Reporting Persons are also parties to a Joint Filing
Agreement, a copy of which is attached hereto as Exhibit 4 (the "Joint Filing
Agreement") and is incorporated herein by reference, with respect to the filing
of this Statement and any amendments hereto.
JFT Trust and PHT Trust are governed by Trust Agreements each
dated December 31, 1992, copies of which are attached hereto as Exhibit 5 (the
"Trust Agreements") and are incorporated herein by reference. Pursuant to the
Trust Agreements, JFT and FIS Hull, as co-trustees of JFT Trust and PHT Trust,
acting together have the power to transfer or otherwise dispose of, and to vote,
the Shares held by such trusts. Pursuant to the Trust
<PAGE>
<PAGE>
---------------------
Page 14 of 156 Pages
---------------------
Agreements, JFT Trust and PHT Trust are required to make quarterly fixed
distributions to JFT and Paulanne H. Thacker, respectively, through the quarter
ending December 31, 2002. After which time, any property remaining in such
trusts is required to be distributed equally to LTC, CTS and ATS. Paulanne H.
Thacker is the wife of JFT and the brother of FIS Hull.
Except as described in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof and between such persons and any other person
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 1 Merger Agreement, dated December 29, 1995, by and among Issuer, Carsub, Inc.
and MMS.
Exhibit 2 Registration Rights Agreement, dated December 29, 1995, by and among Issuer,
CarSub, Inc. and the Reporting Persons.
Exhibit 3 Affiliates Letters of JFT, JFT Trust, PHT Trust and WJD.
Exhibit 4 Joint Filing Agreement by and among the Reporting Persons.
Exhibit 5 Trust Agreements governing JFT Trust and PHT Trust.
</TABLE>
<PAGE>
<PAGE>
---------------------
Page 15 of 156 Pages
---------------------
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: January ___, 1996
/s/ James F. Thacker
_________________________________________
James F. Thacker
JAMES F. THACKER RETAINED
ANNUITY TRUST
/s/ James F. Thacker
By:______________________________________
James F. Thacker, as Trustee
/s/ F.I.S. Hull, III
By:______________________________________
F.I.S. Hull, III, as Trustee
PAULANNE H. THACKER RETAINED
ANNUITY TRUST
/s/ James F. Thacker
By:______________________________________
James F. Thacker, as Trustee
/s/ F.I.S. Hull, III
By:______________________________________
F.I.S. Hull, III, as Trustee
/s/ William J. DeZonia
_________________________________________
William J. DeZonia
/s/ Lori T. Caudill
_________________________________________
Lori T. Caudill
/s/ Carol T. Shumaker
_________________________________________
Carol T. Shumaker
/s/ Alyson T. Stinson
_________________________________________
Alyson T. Stinson
/s/ F.I.S. Hull, III
_________________________________________
F.I.S. Hull, III
<PAGE>
<PAGE>
Exhibit 2
STOCK LOAN AGREEMENT
This agreement is entered into this 31st day of June, 1996 between James
F. Thacker (Thacker) and Lori Caudill (Caudill) pursuant to the provisions of
Section 1058 of the Internal Revenue Code;
WHEREAS Thacker is the owner of certain shares of the common stock of
Medaphis Corporation, which he is holding for long term investment purposes, and
WHEREAS, Caudill desires to borrow certain shares of Medaphis Corporation
common stock for various uses, and
WHEREAS, Thacker is willing to temporarily transfer certain shares of his
Medaphis Corporation stock to Caudill for use under certain circumstances.
NOW, therefore in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. On or before July 26, 1996, Thacker shall transfer two hundred fifty thousand
(250,000) shares of Medaphis Corporation common stock to Caudill.
2. Upon notice from Thacker to Caudill, Caudill shall within five (5) business
days, return to Thacker two hundred fifty thousand (250,000) shares of Medaphis
Corporation common stock identical to the stock transferred pursuant to "1"
above. Said notice may, at Thacker's option, require the return of a lesser
number of shares in which case, Thacker continues to have the option of
requiring the return of the balance of the two hundred fifty thousand (250,000)
shares within five (5) business days upon subsequent notice.
On July 1, 1998, Caudill shall return to Thacker any of the two hundred
fifty thousand (250,000) shares of Medaphis stock which has not been previously
returned.
3. In the event of a reorganization, recapitalization, or merger of Medaphis
Corporation during the term of this loan, Caudill is permitted to return stock
equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax
Regulation 1.1058-1(b).
4. Caudill agrees and must make payments to Thacker of all amounts equivalent to
any dividends or other distributions made by Medaphis Corporation which Thacker,
as the owner of the loaned shares, is entitled to receive during the period
beginning with the loan transfer and ending with the repayment transfer of
identical Medaphis Corporation stock back to Thacker. Caudill will make any such
payments to Thacker at such time as Thacker would receive them had he not loaned
said shares.
<PAGE>
<PAGE>
5. Any notice under this agreement shall be sent by overnight as follows:
Lori Caudill
516 Mount Hermon Road
Midlothian, VA 23112
The benefits and duties under this agreement may not be assigned but shall
be binding upon the personal representatives and successors in interest of the
parties hereto.
Witness our hands and seals as of this 30th day of June, 1996.
- ------------------------- --------------------------
James F. Thacker Lori Caudill
-2-
<PAGE>
<PAGE>
Exhibit 3
STOCK LOAN AGREEMENT
This agreement is entered into this 31st day of June, 1996 between James
F. Thacker (Thacker) and Carol Shumaker (Shumaker) pursuant to the provisions of
Section 1058 of the Internal Revenue Code;
WHEREAS Thacker is the owner of certain shares of the common stock of
Medaphis Corporation, which he is holding for long term investment purposes, and
WHEREAS, Shumaker desires to borrow certain shares of Medaphis Corporation
common stock for various uses, and
WHEREAS, Thacker is willing to temporarily transfer certain shares of his
Medaphis Corporation stock to Shumaker for use under certain circumstances.
NOW, therefore in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. On or before July 26, 1996, Thacker shall transfer two hundred fifty thousand
(250,000) shares of Medaphis Corporation common stock to Shumaker.
2. Upon notice from Thacker to Shumaker, Shumaker shall within five (5) business
days, return to Thacker two hundred fifty thousand (250,000) shares of Medaphis
Corporation common stock identical to the stock transferred pursuant to "1"
above. Said notice may, at Thacker's option, require the return of a lesser
number of shares in which case, Thacker continues to have the option of
requiring the return of the balance of the two hundred fifty thousand (250,000)
shares within five (5) business days upon subsequent notice.
On July 1, 1998, Shumaker shall return to Thacker any of the two hundred
fifty thousand (250,000) shares of Medaphis stock which has not been previously
returned.
3. In the event of a reorganization, recapitalization, or merger of Medaphis
Corporation during the term of this loan, Shumaker is permitted to return stock
equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax
Regulation 1.1058-1(b).
4. Shumaker agrees and must make payments to Thacker of all amounts equivalent
to any dividends or other distributions made by Medaphis Corporation which
Thacker, as the owner of the loaned shares, is entitled to receive during the
period beginning with the loan transfer and ending with the repayment transfer
of identical Medaphis Corporation stock back to Thacker. Shumaker will make any
such payments to Thacker at such time as Thacker would receive them had he not
loaned said shares.
5. Any notice under this agreement shall be sent by overnight as follows:
<PAGE>
<PAGE>
Carol Shumaker
11938 Old Washington Highway
Glen Allen, VA 23060
The benefits and duties under this agreement may not be assigned but shall
be binding upon the personal representatives and successors in interest of the
parties hereto.
Witness our hands and seals as of this 30th day of June, 1996.
- ------------------------- --------------------------
James F. Thacker Carol Shumaker
-2-
<PAGE>
<PAGE>
Exhibit 4
STOCK LOAN AGREEMENT
This agreement is entered into this 31st day of June, 1996 between James
F. Thacker (Thacker) and Alyson Stinson (Stinson) pursuant to the provisions of
Section 1058 of the Internal Revenue Code;
WHEREAS Thacker is the owner of certain shares of the common stock of
Medaphis Corporation, which he is holding for long term investment purposes, and
WHEREAS, Stinson desires to borrow certain shares of Medaphis Corporation
common stock for various uses, and
WHEREAS, Thacker is willing to temporarily transfer certain shares of his
Medaphis Corporation stock to Stinson for use under certain circumstances.
NOW, therefore in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. On or before July 26, 1996, Thacker shall transfer two hundred fifty thousand
(250,000) shares of Medaphis Corporation common stock to Stinson.
2. Upon notice from Thacker to Stinson, Stinson shall within five (5) business
days, return to Thacker two hundred fifty thousand (250,000) shares of Medaphis
Corporation common stock identical to the stock transferred pursuant to "1"
above. Said notice may, at Thacker's option, require the return of a lesser
number of shares in which case, Thacker continues to have the option of
requiring the return of the balance of the two hundred fifty thousand (250,000)
shares within five (5) business days upon subsequent notice.
On July 1, 1998, Stinson shall return to Thacker any of the two hundred
fifty thousand (250,000) shares of Medaphis stock which has not been previously
returned.
3. In the event of a reorganization, recapitalization, or merger of Medaphis
Corporation during the term of this loan, Stinson is permitted to return stock
equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax
Regulation 1.1058-1(b).
4. Stinson agrees and must make payments to Thacker of all amouants equivalent
to any dividends or other distributions made by Medaphis Corporation which
Thacker, as the owner of the loaned shares, is entitled to receive during the
period beginning with the loan transfer and ending with the repayment transfer
of identical Medaphis Corporation stock back to Thacker. Stinson will make any
such payments to Thacker at such time as Thacker would receive them had he not
loaned said shares.
<PAGE>
<PAGE>
5. Any notice under this agreement shall be sent by overnight as follows:
Alyson Stinson
18001 W. County Line Drive
Midlothiin, VA 23112
The benefits and duties under this agreement may not be assigned but shall
be binding upon the personal representatives and successors in interest of the
parties hereto.
Witness our hands and seals as of this 30th day of June, 1996.
- ----------------------------- ------------------------------
James F. Thacker Alyson Stinson
-2-
<PAGE>
<PAGE>
Exhibit 5
ANNUITY AGREEMENT FOR PURCHASE AND SALE OF
COMMON STOCK
This Agreement is made and entered into by and between James F. Thacker,
sometimes hereinafter referred to as "Seller", and Empire Investment Banking
Company, sometimes hereinafter referred to as "Buyer",
WHEREAS, Seller is the owner of shares of restricted common stock
("stock") of Medaphis Corporation, hereinafter sometimes referred to as
"Company": and
WHEREAS Seller is willing to sell 1,000,000 shares of said restricted
common stock, and Buyer is willing to purchase said stock in Company upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, IT IS AGREED as follows:
1. Purchase of Common Stock. Seller agrees to sell, and Buyer agrees to
buy Seller's stock in Company for the sum of $4,300,000. The purchase price
shall be paid as follows:
By payment of quarterly annuity payments in the amount of $114,566.92
payable to Seller for the term of his life. The annuity starting date is
November 1, 1996 with the first quarterly payment due January 31, 1997. Payments
shall cease to accrue upon the death of Seller with final payment prorated to
the date of death.
2. Assignment and Transfer.
a) Seller hereby sells and transfers to Buyer said 1,000,000 shares of
restricted common stock in Company.
b) Seller shall execute and deliver to Buyer at the closing, or at any
subsequent time as may be demanded by Buyer, such bill of sale, assignment or
other documents evidencing the conveyance of said 1,000,000 shares of restricted
common stock of the Company to Buyer.
c) At the closing, Seller shall deliver such certificates evidencing such
shares, duly endorsed in blank, to Buyer, with appropriate stock powers for
transferring said shares on the books and records of the corporation as herein
provided or as otherwise directed by Buyer.
3. Warranties of Seller.
a) Seller hereby represents and warrants that he is the owner,
beneficially and of the record, of said 1,000,000 shares of common stock of
Company free and clear of all liens, encumbrances, security agreements,
equities, options, claims, charges and
<PAGE>
<PAGE>
restrictions. Seller has full power to transfer the common stock without
obtaining the consent or approval of any person or entity.
4. Liabilities, Seller warrants and represents that he has not knowingly
insured any liabilities in the name of Medaphis which are obligations of said
corporation. Seller agrees to indemnify and hold the Buyer free and harmless
from any liabilities knowingly incurred by Seller in the name of said
corporation which are not reflected on the books and records of the company on
the date of this agreement.
5. Warranties of Buyer.
a) Buyer hereby represents and warrants that it is purchasing the stock
which is the subject of this agreement for long-term investment purposes and
that Seller is only willing to enter into this agreement based on said
representation. Buyer acknowledges that Seller will be selling registered shares
over the next several years and that Seller's willingness to enter into this
agreement is based both upon Buyer's willingness to warrant such long-term
investment purpose and upon the restrictions upon resale set forth herein. This
is a material inducement to Seller's entering into this Agreement.
Buyer hereby represents and warrants that it will not in any manner
attempt to have any part of the 1,000,000 shares being purchased registered for
sale in the market prior to June 30, 2000. Buyer acknowledges that any such
attempt would materially damage Seller due to Seller's expressed intention to
register and sell a substantial number of other shares owned by Seller.
Buyer further agrees that after June 30, 2000, it will not sell more than
250,000 shares of said stock within any twelve month period without first
obtaining the written permission of Seller. This requirement shall become null
and void at such time as Seller owns less than 100,000 shares of Medaphis
Corporation as reflected on the books of said corporation's transfer agent or
held in Seller's account by any broker.
b) Buyer is sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the stock sold herein.
c) Buyer is able to bear the economic risks of its investment in the stock
sold herein for an indefinite period of time because the stock has not been
registered under the Securities Act and has other restrictions contained herein
which severely affect the liquidity of this investment.
d) Buyer has had an opportunity to ask questions and receive answers
concerning the terms and conditions of the offering of this restricted stock for
sale and has had full access to any such information requested.
e) Buyer acknowledges that it has voluntarily entered into this agreement,
and that said agreement constitutes the legal, valid and binding obligation of
Buyer, enforceable according to its terms.
2
<PAGE>
<PAGE>
6. Recovery of Litigation Costs. If any legal action is brought for the
enforcement of this agreement or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorney's fees and other costs incurred in that action or proceeding in
addition to any other relief to which said party may be entitled.
7. Survival of Representations. Except as herein specifically provided,
the representations and warranties made by any party hereto, and the obligations
of any party to be performed hereunder, shall survive and continue beyond the
transfer date of said stock.
8. Closing Date. This transaction shall close on December 1, 1996, at 9:00
a.m., at the offices of Empire Investment Banking Company, or any other day
prior thereto when all documents herein described have been delivered.
9. Successors and Assign. All covenants and agreements contained herein by
or on behalf of either party shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.
10. Severability. Whenever possible, each provision of this agreement
shall be interpreted in such a manner a to be effective and valid under
applicable law, but if any provision of this agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition of invalidity, without invalidating the remainder
of this agreement.
11. Descriptive Headings: Interpretation. The descriptive headings of this
agreement are inserted for convenience only and do not constitute Sections of
this agreement.
12. Governing Law. All questions concerning the construction, validity,
and interpretation of this agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without giving
effect to any choice of law of conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the law of any jurisdiction other than the State of Delaware.
13. Legend. The certificates representing the stock being sold herein will
bear the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") OR UNDER THE SECURITIES OR
BLUE SKY LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR IN A TRANSACTION WHICH IS NOT SUBJECT TO THE REGISTRATION
3
<PAGE>
<PAGE>
REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND
IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT."
IN WITNESS WHEREOF, the parties have executed this Agreement for Purchase
and Sale of Common Stock as of the 31st day of October, 1996.
BUYER SELLER
By:____________________________ ____________________________
______________________________(Title) James F. Thacker
for Empire Investment Banking Co.
4
<PAGE>
<PAGE>
STOCK LOAN AGREEMENT
This agreement is entered into this 15th day of December 1996 by and between
JAMES F. THACKER ("THACKER") and EMPIRE INVESTMENT BANKING COMPANY L.P.
("EMPIRE") pursuant to the provisions of 'ss'.1058 of the Internal Revenue Code.
WHEREAS, EMPIRE is the owner of certain shares of the common stock of Medaphis
Corporation which it is holding for long term investment purposes; and
WHEREAS, THACKER desires to borrow certain shares of Medaphis Corporation common
stock for various uses; and
WHEREAS, EMPIRE is willing to temporarily transfer certain shares of its
Medaphis Corporation stock to THACKER for use under certain circumstances.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt, sufficiency
and adequacy of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. On or before January 15, 1997, EMPIRE shall transfer THREE HUNDRED THOUSAND
(300,000) shares of Medaphis Corporation common stock to THACKER.
2. Upon notice from EMPIRE to THACKER, THACKER shall within five (5) business
days, return to EMPIRE THREE HUNDRED THOUSAND (300,000) shares of Medaphis
Corporation common stock identical to the stock transferred pursuant to
paragraph 1 above. Said notice may, at EMPIRE'S option, require the return of a
lesser number of shares in which case, EMPIRE continues to have the option of
requiring the return of the balance of the THREE HUNDRED THOUSAND (300,000)
shares within five (5) business days upon subsequent notice.
On June 30, 1998, THACKER shall return to EMPIRE any of the THREE HUNDRED
THOUSAND (300,000) shares of Medaphis stock which has not been previously
returned to EMPIRE by THACKER.
3. In the event of a reorganization, recapitalization, or merger of Medaphis
Corporation during the term of this loan, THACKER is permitted to return stock
equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax
Regulation 1.1058-1(b).
4. THACKER agrees and must make payments to EMPIRE of all amounts equivalent to
any dividends or other distributions made by Medaphis Corporation which EMPIRE,
as the owner of the loaned shares, is entitled to receive during the period
beginning with the loan transfer and ending with the repayment transfer of
identical Medaphis Corporation stock back to EMPIRE. THACKER will make any such
payments to EMPIRE at such time as EMPIRE would receive them had it not loaned
said shares.
<PAGE>
<PAGE>
5. Any notice to THACKER under this Agreement shall be sent by overnight courier
as follows:
JAMES F. THACKER
1001 Boulders Parkway, Suite 519
Richmond, VA 23225
The benefits and duties under this agreement may not be assigned but shall be
binding upon the personal representatives and successors in interest of the
parties hereto.
Witness our hands and seals as of this 15th day of December 1996.
BY:
- -------------------------------------- ----------------------------
JAMES F. THACKER CAROL SHUMAKER, General Partner
EMPIRE INVESTMENT BANKING
COMPANY, L.P.
-2-
<PAGE>
<PAGE>
Exhibit 7
AGREEMENT
This agreement is entered into as of the 3rd day of January 1987
between James F. Thacker (Thacker) and William DeZonia (DeZonia).
WHEREAS, DeZonia has been an employee of Medical Management
Sciences, Inc. (MMS) since January 1, 1981, and
WHEREAS, Thacker, as President of MMS, is highly compensated by
MMS, and
WHEREAS, as the result of Thacker's high compensation, Thacker is
required by MMS to be solely responsible for acquiring new clients, servicing
both existing and new clients on a monthly basis including monthly meetings at
each client's place of business, analyzing the client's production, billing, and
delivery of its services, design and redesign of all client's billing,
production, and service delivery, and
WHEREAS, Thacker's responsibility requires servicing these
clients spread throughout several states with multiple sites in these states,
and
WHEREAS, the number of potential clients requesting meetings with
presentations has increased significantly but Thacker and MMS have no way of
determining how long this level of intensity will prevail, and
WHEREAS, MMS is not in a liquidity position to provide Thacker
with additional employees to assist him in his extensive and increasing duties
and responsibilities and is not expected to be in such a position in the
foreseeable future, and
WHEREAS, it is in Thacker's best financial interest to insure
adept services are provided to existing clientele and that knowledgeable
presentations are made to prospective clients since this is absolutely necessary
in order that Thacker be able to maintain and improve his compensation level,
and
WHEREAS, the Board of Directors of MMS has informed Thacker that
there is no objection to Thacker securing assistance in the performance of his
duties and responsibilities provided Thacker supervise the performance and be
exclusively responsible for compensating any said assistants, and
WHEREAS, the Board of Directors of MMS has further informed
Thacker that there is no objection to Thacker engaging the services of William
DeZonia for said assistance provided such services provided to Thacker by
DeZonia do not interfere with DeZonia's present duties to MMS and that said
services to Thacker be provided through DeZonia's working additional evening and
weekend hours, and further provided that both Thacker and DeZonia agree to
immediately terminate DeZonia's services to Thacker upon thirty days request in
writing from the MMS Board of Directors, and
<PAGE>
<PAGE>
WHEREAS, DeZonia is willing to assist Thacker in Thacker's duties
at MMS in compliance with the restrictions placed on said assistance by the MMS
Board of Directors as outlined above, and
WHEREAS, DeZonia agrees that Thacker is solely responsible for
compensating him for said services and that said services are to be rendered to
Thacker and not to MMS and therefore MMS has no responsibility in any manner
whatsoever to compensate him and that he is in no manner an agent of MMS while
performing duties for Thacker, and
WHEREAS, Thacker agrees that he is solely responsible for
compensating DeZonia for DeZonia's assistance to Thacker in Thacker's
performance of his duties as an employee of MMS,
NOW, therefore, in consideration of the mutual covenants and
promises contained herein, the parties hereto agree as follows:
1. DeZonia agrees to assist Thacker in the performance of
Thacker's duties as an employee of MMS subject to the
restrictions required by the MMS Board of Directors as set
forth above herein.
2. DeZonia agrees to perform such services for Thacker as
Thacker directs including the time and place that said
services are to be rendered but again subject to the
restrictions required by the MMS Board of Directors as set
forth above herein.
3. DeZonia acknowledges that the performance of said duties
will require extensive travel including weekends.
4. DeZonia will provide Thacker with ongoing timely reports of
his activities and immediately inform Thacker of any client
dissatisfaction that may require Thacker's personal
attention.
5. DeZonia agrees to defer all compensation for his services to
Thacker until the earlier of ten years from the effective
date of this agreement or Thacker's termination of
employment with MMS.
6. Thacker and DeZonia agree that prior to the termination of
the deferral of compensation period set forth in "5." above,
they will agree upon both the amount of compensation due to
DeZonia for his services to Thacker and upon the payment
terms. Said agreement shall be added as "Exhibit A" to this
agreement.
While MMS is not a party to this agreement, its acknowledgment to
the terms hereof will be evidenced below.
<PAGE>
<PAGE>
All questions concerning the construction, validity and
interpretation of this agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
All covenants and agreements contained herein by or on behalf of
either party hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not.
IN WITNESS WHEREOF, the parties have executed this agreement as
of the date set forth above.
------------------------------
James F. Thacker
Seen and Acknowledged:
Medical Management Sciences, Inc.
------------------------------
William DeZonia
By:
----------------------------------
<PAGE>
<PAGE>
"Exhibit A"
To Agreement between James F. THACKER and William De Zonia dated
the 3rd day of January, 1987.
Pursuant to item "6" of the said agreement, the parties agree
that Thacker shall transfer to De Zonia three hundred seventy thousand (370,000)
shares of the restricted common stock of MEDAPHIS CORPORATION free and clear of
any liens or other encumbrances in full payment for all services rendered to
Thacker by De Zonia pursuant to said agreement.
This "Exhibit A" is agreed to as of October 31, 1996. It is
agreed by each party hereto that the value of said three hundred seventy
thousand (370,000) shares of MEDAPHIS CORPORATION restricted common stock is
$4.30 per share for a total value of $1,591,000.00.
Thacker and De Zonia each agree to report this transaction for
federal and state income tax purposes based upon this agreed value.
Thacker agrees to transfer the ownership of the MEDAPHIS
CORPORATION stock to De Zonia as quickly as the necessary documentation can be
accomplished in compliance with MEDAPHIS CORPORATION policy and applicable law
but in no event later than January 10, 1997.
Should there be any stock dividends, stock splits, reverse stock
splits, mergers, reorganization, or other changes of any nature in the common
stock of MEDAPHIS CORPORATION between October 31, 1996 and the transfer of said
three hundred seventy thousand (370,000) shares to De Zonia, all said changes
will be reflected in the transfer it being the intention of the parties that the
rights and responsibilities of the parties are fixed as of October 31, 1996.
Upon transfer of the MEDAPHIS CORPORATION shares are set forth in
this "Exhibit A", no other payments of any type shall be due De Zonia from
THACKER.
Mutual Releases. THACKER and DE ZONIA, for themselves and their
respective spouses, attorneys, principals, agents, successors, assignors, heirs,
executors, administrators and assigns, if any, hereby mutually release, remise
and forever discharge each other, each others' respective spouses, attorneys,
principals, agents, successors, assignors, heirs, executors, administrators and
assigns, if any, and all other persons and entities, whether individual,
corporate or otherwise, who are or may become liable in any fashion for any or
all liabilities or claims arising from or related to the Agreement, or the
negotiation, execution, performance or termination of any agreements relating to
the employment, or claims which were or could have been set forth or asserted of
and from any and all claims, judgments, demands, causes of action, suites,
actions, controversies, counterclaims, third-party actions, proceedings or
liabilities of any kind or nature whatsoever, without exception, known or
unknown, accrued or unaccrued, whether in law
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<PAGE>
or in equity, and whether in contract, warranty, tort or otherwise, which
either, jointly or severally, ever had, now has or may have, claim, allege or
assert, relating to or arising from the employment or the negotiation,
execution, performance or termination of any agreements relating to the
employment, or any claims, demands, which have been or could have been set forth
and asserted.
Covenant Not To Sue. THACKER and DE ZONIA, for themselves and
their respective spouses, attorneys, principals, agents, successors, assignors,
heirs, executors, administrators and assigns, if any, hereby mutually agree and
covenant that they will forever refrain from instituting any suit, action,
litigation or proceeding of any nature against each other, jointly or severally,
their respective spouses, attorneys, principals, agents, successors, assignors,
heirs, executors, administrators and assigns, if any, or any person or entity,
whether individual, corporate or otherwise, who may become liable in any fashion
for any or all liabilities or claims arising from or related to the employment,
or the negotiation, execution, performance or termination of any agreements
relating to the employment, or any claims which have been or could have been set
forth or asserted, for any claims, demands, or liabilities or causes of action
of any nature whatsoever, known or unknown, accrued or unaccrued, whether in law
or in equity, and whether in contract, tort or otherwise, which they now have or
in the future may have, claim or assert, relating to or arising from the
employment, or the negotiation, execution, performance or termination of any
agreements relating to the employment, or any allegations which have been or
could have been asserted.
AGREED: AGREED:
------------------------------ ---------------------------------
JAMES F. THACKER WILLIAM DE ZONIA
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<PAGE>
Exhibit 8
AGREEMENT FOR SERVICES
This agreement is entered into as of this 1st day of November,
1996, between James F. Thacker (THACKER) and Jo Anne Maxwell (Contractor).
WHEREAS, Contractor has performed various management tasks for THACKER over the
past year, and
WHEREAS, THACKER desires to engage the services of Contractor to advise him in
his various management tasks, and
WHEREAS, THACKER desires to insure the long term availability of Contractor's
management advisory services, and
WHEREAS, Contractor is willing and able to commit to a long term agreement and
WHEREAS, THACKER is unwilling to engage Contractor on a contingent percentage
basis, and
WHEREAS, the parties to this agreement realize and agree that the services to be
rendered by Contractor are intrinsically more valuable if Contractor's services
are available for several years due to the maturation of the projects involved.
Now, therefore, in consideration of the mutual covenants and promises contained
herein, the parties agree as follows:
1. Thacker will assign projects selected by him to Contractor on an
as needed basis.
2. Contractor agrees that projects assigned by Thacker shall receive
priority treatment over any other projects upon which Contractor
may be engaged.
3. Thacker may also call upon Contractor for management consultation
and advice on an ad hoc basis on projects not specifically
assigned to Contractor.
4. Contractor acknowledges that the services contemplated under this
agreement may require up to thirty hours per week.
5. Contractor acknowledges that the various projects which will be
assigned to Contractor and the requests for ad hoc consultations
will all be time sensitive requiring timely responses.
6. Contractor agrees that the services contemplated under this
agreement will be rendered over the five year period ending
October 31, 2001 and,
7. Contractor agrees that during the five year period of this
agreement that Contractor will refrain from contracting for her
services in any manner that may make her unavailable to render
the services contemplated herein in a timely manner.
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<PAGE>
8. Contractor acknowledges that in the performance of this agreement
she will be privy to confidential and secret information, trade
secrets, financial information and budgets, and personal
information the disclosure of which would be detrimental to
Thacker and that disclosure of any such information to anyone
without the written permission of Thacker is a material breach of
this agreement.
9. In full payment for all services to be rendered by Contractor
pursuant to this agreement, Thacker shall transfer to Contractor
free and clear of any liens or encumbrances, two hundred thousand
(200,000) shares of the RESTRICTED common stock of MEDAPHIS
CORPORATION. Each of the parties to this agreement acknowledge
that the value of said shares is Nine Hundred Thousand Dollars
($900,000.00) and agree to said value for state and federal
income tax purposes.
10. Contractor agrees that any failure to perform services hereunder
in a timely manner as requested by Thacker shall constitute a
material breach of this agreement.
11. Contractor agrees that actual damages resulting from a material
breach of this agreement would be difficult to determine.
Therefore, the parties hereto agree that in the event that
Contractor shall materially breach this agreement, liquidated
damages in the amount of Seven Hundred Thousand Dollars
($700,000.00) shall be payable to Thacker.
12. Thacker agrees to transfer the Two Hundred Thousand (200,000)
shares of Restricted Common Stock of MEDAPHIS CORPORATION to
Contractor as soon as said transfer can be made in compliance
with the policies of MEDAPHIS CORPORATION and applicable security
laws but in no event later than January 15, 1997.
In the event of a reorganization, recapitalization, or merger of
MEDAPHIS CORPORATION during the term of this Agreement, the
option herein shall be treated as an option for the equivalent of
the two hundred thousand (200,000) shares which is the subject of
the option.
The rights, duties, and obligations set forth herein are personal to the parties
hereto and may not be assigned but shall be binding on the personal
representatives of said parties.
IN WITNESS WHEREOF, the parties have executed this agreement for Services as of
the 1st day of November, 1996.
- --------------------------------- --------------------------------
JAMES F. THACKER JO ANNE MAXWELL
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as 'ss'
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<PAGE>
EXHIBIT 9
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $.01 per share, of Medaphis
Corporation, and further agree that this Amended and Restated Joint Filing
Agreement be included as an Exhibit to such joint filings. In evidence thereof,
the undersigned have executed this Amended and Restated Joint Filing Agreement
this 7th day of February, 1997.
<TABLE>
<S> <C>
s/s James F. Thacker
--------------------------------
James F. Thacker
JAMES F. THACKER RETAINED
ANNUITY TRUST
By: s/s James F. Thacker
--------------------------------
James F. Thacker, as Trustee
By: s/s F.I.S. Hull, II
--------------------------------
F.I.S. Hull, III, as Trustee
PAULANNE H. THACKER RETAINED
ANNUITY TRUST
By: s/s James F. Thacker
--------------------------------
James F. Thacker, as Trustee
By: s/s F.I.S. Hull, III
--------------------------------
F.I.S. Hull, III, as Trustee
s/s William J. DeZonia
--------------------------------
William J. DeZonia
s/s Lori T. Caudill
--------------------------------
Lori T. Caudill
s/s Carol T. Shumaker
--------------------------------
Carol T. Shumaker
</TABLE>
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<TABLE>
<S> <C>
s/s Alyson T. Stinson
--------------------------------
Alyson T. Stinson
s/s F.I.S. Hull, III
--------------------------------
F.I.S. Hull, III
EMPIRE INVESTMENT BANKING COMPANY, L.P.
By: s/s Carol T. Shumaker
--------------------------------
Carol T. Shumaker, Managing Partner
s/o Jo Anne Maxwell
--------------------------------
Jo Anne Maxwell
</TABLE>
