<PAGE> 1
CUSIP No. 717123103 Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Pharmaceutical Marketing Services Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
717123103
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert A. Schwed, Esq.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, New York 10111
(212) 841-5700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1996
- --------------------------------------------------------------------------------
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
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CUSIP No. 717123103 Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1) Name of Reporting Person Source
S.S. or I.R.S. Identification Informatics Inc.
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 480,000 shares of
Shares Beneficially Power Common Stock, $.01
Owned by par value ("Common
Reporting Person Stock")
------------------------------------
8) Shared Voting
Power -0-
------------------------------------
9) Sole Disposi- 480,000 shares of
tive Power Common Stock
------------------------------------
10) Shared Dis-
positive Power -0-
------------------------------------
11) Aggregate Amount Beneficially 480,000 shares of
Owned by Each Reporting Person Common Stock
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 3.6%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person CO
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CUSIP No. 717123103 Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1) Name of Reporting Person SI PMSI Ltd.
S.S. or I.R.S. Identification
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 561,144 shares of
Shares Beneficially Power Common Stock, $.01
Owned by par value ("Common
Reporting Person Stock")
8) Shared Voting
Power -0-
9) Sole Disposi- 561,144 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 561,144 shares of
Owned by Each Reporting Person Common Stock
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 4.3%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person CO
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CUSIP No. 717123103 Page 4 of 8 Pages
Amendment No. 1 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D
originally filed with the Securities and Exchange Commission on April 26, 1996
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value
(the "Common Stock"), of Pharmaceutical Marketing Services Inc., a Delaware
corporation ("PMSI" or the "Issuer"). The principal executive offices of the
Issuer are located at 2394 East Camelback Road, Phoenix, Arizona 85016.
Item 2. Identity and Background.
(a) The undersigned hereby file this Schedule 13D on behalf of
Source Informatics Inc., a Delaware corporation ("Source") and SI PMSI Ltd., a
Delaware corporation ("SIP"). Source and SIP are sometimes hereinafter referred
to as the "Reporting Persons". SIP is an indirect wholly-owned subsidiary of
Source. The name, business address and occupation of each officer and director
of the Reporting Persons is set forth on Schedule A hereto. The Reporting
Persons are making this single joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended. The Agreement between the Reporting Persons to
file as a group (the "Group Agreement") was filed as Exhibit A to the Schedule
13D.
(b) The principal business of Source is to develop and provide
proprietary databases of prescriptions dispensed by retail outlets in the United
States. SIP is an indirect wholly-owned subsidiary of Source whose only assets
are the shares of PMSI Common Stock referred to herein.
(c) The principal business address of Source and SIP is 45
Rockefeller Plaza, Suite 912, New York, NY 10111.
(d) Neither the Reporting Persons nor any of the persons
identified in this Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Persons nor any of the persons
identified in this Item 2 has, during the last five years, 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
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CUSIP No. 717123103 Page 5 of 8 Pages
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 1,201,144 shares
of Common Stock of PMSI (the "Shares") in connection with the reorganization of
Walsh International Inc., a Delaware corporation ("Walsh"), pursuant to a Master
Reorganization Agreement, dated as of April 16, 1996, between Walsh and Source
(the "Reorganization Agreement"). The Reorganization Agreement was filed as
Exhibit B to the Schedule 13D, and any description thereof is qualified in its
entirety by reference thereto. Walsh owned the Shares indirectly through two of
its wholly-owned subsidiaries: (i) Walsh International Holdings Limited, a
Delaware corporation ("WIHL"), and (ii) Walsh America Limited, a Delaware
corporation ("WAL"). WIHL owned 947,734 Shares and WAL owned 253,410 Shares,
including 231,181 shares as the successor in interest to DMA Healthcare
Marketing Inc., a New York corporation ("DMA"). DMA was a wholly-owned
subsidiary of WAL and was dissolved by proclamation in December 1993.
On April 16, 1996, in connection with the reorganization
referred to above, WAL transferred its Shares to WIHL and WIHL transferred
721,144 of the Shares to SIP in exchange for 1000 shares of common stock of SIP,
representing 100% of the outstanding capital stock of SIP. WIHL then immediately
transferred all of the outstanding capital stock of SIP and the remaining
480,000 Shares to Source as partial consideration for 100% of the outstanding
capital stock, consisting of common stock and series A preferred stock, of
Source.
Item 4. Purpose of Transaction.
As stated in Item 3 above, the transaction described therein
occurred in connection with the reorganization of Walsh. The business of Walsh,
which had historically operated in two segments, the "Walsh business" and the
"Source business", was separated into two independent companies. To effect the
separation, Source was formed as a holding company for the "Source business" and
all of its outstanding capital stock was spun off to the stockholders of Walsh
(the "Spin-Off) as of April 16, 1996. As part of the Spin-Off, the Shares were
transferred to Source (and its indirect wholly-owned subsidiary SIP) by Walsh,
along with cash, in order to provide working capital for Source. The "Walsh
business" was retained by Walsh, which then conducted an inital public offering
of common stock.
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CUSIP No. 717123103 Page 6 of 8 Pages
Item 5. Interest in Securities of the Issuer.
(a) Based on a total of 13,200,000 shares of Common Stock
outstanding as of December 10, 1996, Source owns 480,000 shares of Common Stock,
or approximately 3.6% of the Common Stock outstanding, and SIP owns 561,144
shares of Common Stock, or approximately 4.3% of the Common Stock outstanding.
(b) The Reporting Persons have sole power to vote or direct
the voting of and to dispose or direct the disposition of the shares of Common
Stock referred to in paragraph (a) above.
(c) SIP sold an aggregate 160,000 shares of Common
Stock in market transactions as follows:
<TABLE>
<CAPTION>
Date Number of Shares Sold Price
- ---- --------------------- -----
<S> <C> <C>
11/27/96 10,000 $9.50
11/29/96 10,000 $9.50
12/02/96 10,000 $9.44
12/03/96 15,000 $9.38
12/04/96 10,000 $9.13
12/05/96 10,000 $9.13
12/06/96 15,000 $9.04
12/10/96 40,000 $10.08
12/12/96 20,000 $11.06
12/13/96 20,000 $10.69
</TABLE>
(d) No other person has the power to direct the receipt of
dividends on, or the proceeds from sales of, the shares of Common Stock owned by
the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Pursuant to the provisions of a stockholders agreement between
Source and the series A preferred stockholders of Source, the 480,000 shares of
PMSI Common Stock owned by Source are subject to a negative pledge in favor of
such stockholders. Such shares, the number of which is subject to reduction upon
the occurence of certain conditions, are security for the obligation of Source
to make redemption payments for the series A preferred stock.
Item 7. Material to be Filed as Exhibits.
Not Applicable
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CUSIP No. 717123103 Page 7 of 8 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 30, 1996
SOURCE INFORMATICS INC.
By:/s/ Warren J. Hauser
--------------------------
Name: Warren J. Hauser
Title: Vice President and
Secretary
SI PMSI LTD.
By:/s/ Warren J. Hauser
--------------------------
Name: Warren J. Hauser
Title: Vice President and
Secretary
<PAGE> 8
CUSIP No. 717123103 Page 8 of 8 Pages
SCHEDULE A
OFFICERS AND DIRECTORS OF
SOURCE INFORMATICS INC. AND SI PMSI LTD.
The officers and directors of Source Informatics Inc. and SI
PMSI Ltd. are the same. The business address of each person listed below is c/o
Source Informatics Inc., 45 Rockefeller Plaza, Suite 912, New York, NY 10111.
The occupation of each person listed below refers only to his or her
relationship to Source Informatics Inc. and SI PMSI Ltd.
<TABLE>
<CAPTION>
Name Occupation Citizenship
---- ---------- -----------
<S> <C> <C>
Handel E. Evans Chairman of the Board U.K.
Dennis M.J. Turner President and Chief U.K.
Executive Officer
Warren J. Hauser Vice President and U.S.
Secretary
James F. Campbell Treasurer U.S.
Karen C. Wiedemann Assistant Secretary U.S.
Leonard R. Benjamin Assistant Secretary U.S.
</TABLE>
