CUSIP NO. 584949 10 1 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.1)FN[1]
MedQuist Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
584949 10 1
(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe VI, L.P, Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Laura VanBuren New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
- -----------------
FN[1] The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securites, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page. The information required on
the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
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CUSIP NO. 584949 10 1 Page 2 of 6 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
I.R.S. Identification son & Stowe VI, L.P.
No. of Above Person
(Entities Only)
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 1,775,880 shares of
Shares Beneficially Power Common Stock, no par
Owned by Each value ("Common
Person With Stock")
8) Shared Voting
Power -0-
9) Sole Disposi- 1,775,880 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 1,775,880 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 5.1%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 584949 10 1 Page 3 of 6 Pages
1) Name of Reporting Person WCAS Healthcare
I.R.S. Identification Partners, L.P.
No. of Above Person
(Entities Only)
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 38,880 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting
Power -0-
9) Sole Disposi- 38,880 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 38,880 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 0.1%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 584949 10 1 Page 4 of 6 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 (the "SEC") on December 11, 1998
(the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so
defined.
The Schedule 13D is hereby amended as follows:
Item 2. Identity and Background.
Item 2 is hereby amended by removing the name of Richard H. Stowe as a
general partner of VI Partners.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as
follows:
The following information is based on a total of 34,972,150 shares of
Common Stock outstanding after the completion of the Issuer's secondary public
offering of Common Stock pursuant to a Registration Statement on Form S-3 filed
with the SEC on March 25, 1999 and declared effective on April 27, 1999 (the
"Offering").
(a)
WCAS VI and VI Partners
WCAS VI owns 1,775,880 shares of Common Stock, or approximately 5.1%
of the Common Stock outstanding. VI Partners, as the general partner of WCAS VI,
may be deemed to beneficially own the securities owned by WCAS VI.
WCAS HP and HP Partners
WCAS HP owns 38,880 shares of Common Stock, or approximately 0.1% of
the Common Stock outstanding. HP Partners, as the general partner of WCAS HP,
may be deemed to beneficially own the securities owned by WCAS HP.
General Partners of VII Partners and HP Partners
(i)Patrick J. Welsh owns 19,469 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(ii) Russell L. Carson owns 19,469 shares of Common
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CUSIP NO. 584949 10 1 Page 5 of 6 Pages
Stock, or less than 0.1% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 18,963 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(iv) Andrew M. Paul owns 3,917 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(v) Thomas E. McInerney owns 2,956 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vi) Laura VanBuren owns 377 shares of Common Stock, or less than 0.1%
of the Common Stock outstanding.
(b) The general partners of each of VI Partners and HP Partners may be
deemed to share the power to vote or direct the voting of and to dispose or
direct the disposition of the Common Stock owned by WCAS VI and WCAS HP,
respectively. Each of the general partners of VI Partners and HP Partners
disclaims beneficial ownership of all shares of Common Stock other than the
shares he or she owns directly or by virtue of his or her indirect pro rata
interest, as a partner of VI Partners and/or HP Partners, as the case may be, in
the shares owned by WCAS VI and/or WCAS HP.
(c) On April 27, 1999 WCAS VI sold 1,500,000 shares of Common Stock as
a selling stockholder in the Offering, for $32.115 per share.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the shares owned
by WCAS VI or WCAS HP.
(e) Not Applicable.
<PAGE>
CUSIP NO. 584949 10 1 Page 6 of 6 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: April 29, 1999
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By: WCAS VI Partners, L.P., General
Partner
By: /s/ Rona Drogy
Attorney-in-Fact
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners, General Partner
By: /s/ Rona Drogy
Attorney-in-Fact
