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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
PEDIATRIC SERVICES OF AMERICA, INC.
(Name of Issuer)
COMMON STOCK
($.01 par value per share)
(Title of class of securities)
705323103
(CUSIP NUMBER)
ChoicePoint Services Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
Attention: J. Michael de Janes, Esq.
Telephone No. (770) 752-5745
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
B. Lynn Walsh, Esq.
Hunton & Williams
NationsBank Plaza - Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
December 29, 1997
(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 [ ].
(Continued on following pages)
(Page 1 of 6 pages)
The Information required on the remainder of this cover page shall not 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 provisions of the Act.
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CUSIP NO. 705323103 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ChoicePoint Services Inc.
58-1276168
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2 (e) [_]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Georgia
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 445,050
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
445,050
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,050
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
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PAGE 3 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, $.01 par value per share
(the "Common Stock"), of Pediatric Services of America, Inc., a Delaware
corporation (the "Issuer"), having its principal offices at 3159 Campus Drive,
Norcross, Georgia 30071.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by ChoicePoint Services Inc. ("ChoicePoint
Services"), a Georgia corporation and wholly-owned subsidiary of ChoicePoint
Inc., a Georgia corporation ("CPI").
ChoicePoint Services and CPI provide risk management and fraud
prevention information and related technology solutions to the insurance
industry. ChoicePoint Services owns approximately 6.8% of the outstanding
shares of the Issuer. The principal place of business and principal executive
offices of both ChoicePoint Services and CPI are located at 1000 Alderman
Drive, Alpharetta Georgia, 30005.
The names, business addresses and occupational information for: (a)
each executive officer and director of ChoicePoint Services and (b) each
executive officer and director of CPI are set forth in Exhibit A. Neither
ChoicePoint Services nor CPI, nor to the best of the knowledge of ChoicePoint
Services and CPI, any of the persons listed on Exhibit A has (a) been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which
proceedings 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.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 1 to Schedule 13D is being filed to report the
disposition by ChoicePoint Services of beneficial ownership, on December 29,
1997, of 50,000 shares of the Common Stock of the Issuer previously held by
ChoicePoint Services to ChoicePoint Foundation, a charitable foundation.
ChoicePoint Services initially acquired an aggregate of 495,050 shares of
Common Stock pursuant to an Asset Purchase Agreement (the "Purchase Agreement")
dated as of December 2, 1997 (and which closed on December 15, 1997), by and
among ChoicePoint Services Inc., ChoicePoint Inc., Insurance Medical Reporter,
Inc., a California corporation, and the Issuer. A copy of the Purchase
Agreement was filed as Exhibit B to the Schedule 13D filed by ChoicePoint
Services on December 24, 1997.
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PAGE 4 OF 6 PAGES
Except as described in the Purchase Agreement, ChoicePoint Services
does not have any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to those enumerated above.
ChoicePoint Services reserves the right to purchase or sell additional
shares of the Common Stock, at any time, without further notice or prior
amendment to this Amendment No. 1 to Schedule 13D. ChoicePoint Services also
reserves the right to change its intentions with respect to any or all of the
foregoing and its right to act either alone or together with any other person
or group.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ChoicePoint Services beneficially owns 445,050 shares of Common Stock,
representing approximately 6.8% of the outstanding shares of Common Stock.
ChoicePoint Services holds sole voting and dispositive power with respect to
such shares.
Except as described in Item 4 of this Amendment No. 1 to Schedule 13D,
ChoicePoint Services has not had any transactions in the Common Stock within
the past 60 days.
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PAGE 5 OF 6 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
ChoicePoint Services has represented pursuant to the Purchase
Agreement that the shares that are the subject of this Amendment No. 1 to
Schedule 13D were acquired for investment for ChoicePoint Services' own
account, and not with a view to the direct or indirect sale or distribution of
such shares. Pursuant to the Purchase Agreement, the certificates evidencing
the shares that are the subject of this Amendment No. 1 to Schedule 13D shall
bear a restrictive legend with respect to the sale or transfer of such shares,
and such legend shall not be removed in the absence of (i) an effective
registration statement under the Securities Act of 1933, as amended, and any
other applicable state securities laws or (ii) an opinion of counsel reasonably
satisfactory to the Issuer, that such registration is not required.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Executive Officers and Directors of ChoicePoint Services
and CPI.
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EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS
OF CHOICEPOINT SERVICES INC. AND
CHOICEPOINT INC.
I. CHOICEPOINT SERVICES INC.
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NAME OCCUPATION ADDRESS CITIZENSHIP
---- ---------- ------- -----------
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Derek V. Smith President and 1000 Alderman Drive U.S.A.
Director of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
President, Chief 1000 Alderman Drive
Executive Officer and Alpharetta, Georgia
Director of 30005
ChoicePoint Inc.
Dan H. Rocco Executive Vice 1000 Alderman Drive U.S.A.
President of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
Executive Vice 1000 Alderman Drive
President of Alpharetta, Georgia
ChoicePoint Inc. 30005
Douglas C. Executive Vice 1000 Alderman Drive U.S.A.
Curling President and Alpharetta, Georgia
Treasurer of 30005
ChoicePoint Services
Inc.
Executive Vice 1000 Alderman Drive
President, Chief Alpharetta, Georgia
Financial Officer and 30005
Treasurer of
ChoicePoint Inc.
</TABLE>
A-1
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<TABLE>
<S> <C> <C> <C>
K.R. Kavanaugh Vice President of 1000 Alderman Drive U.S.A.
ChoicePoint Services Alpharetta, Georgia
Inc. 30005
J. Michael de General Counsel and 1000 Alderman Drive U.S.A.
Janes Secretary of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
General Counsel and 1000 Alderman Drive
Assistant Secretary of Alpharetta, Georgia
ChoicePoint Inc. 30005
C.B. Rogers, Jr. Chairman of the 1000 Alderman Drive U.S.A.
Board of Directors of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
Chairman of the 1000 Alderman Drive
Board of Directors of Alpharetta, Georgia
ChoicePoint Inc. 30005
Chairman of the 1600 Peachtree Street, N.W.
Board of Directors of Atlanta, Georgia 30309
Equifax Inc.
Mary McLemore Assistant Secretary of 1000 Alderman Drive U.S.A.
ChoicePoint Services Alpharetta, Georgia
Inc. 30005
Jeffrey B. Piefke Assistant Treasurer of 1000 Alderman Drive U.S.A.
ChoicePoint Services Alpharetta, Georgia
Inc. 30005
</TABLE>
A-2
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II. CHOICEPOINT INC.
<TABLE>
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NAME OCCUPATION ADDRESS CITIZENSHIP
---- ---------- ------- -----------
<S> <C> <C> <C>
Derek V. Smith President, Chief 1000 Alderman Drive U.S.A.
Executive Officer and Alpharetta, Georgia
Director of 30005
ChoicePoint Inc.
President and 1000 Alderman Drive
Director of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
Dan H. Rocco Executive Vice 1000 Alderman Drive U.S.A.
President of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
Executive Vice 1000 Alderman Drive
President of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
Douglas C. Executive Vice 1000 Alderman Drive U.S.A.
Curling President, Chief Alpharetta, Georgia
Financial Officer and 30005
Treasurer of
ChoicePoint Inc.
Executive Vice 1000 Alderman Drive
President and Alpharetta, Georgia
Treasurer of 30005
ChoicePoint Services
Inc.
David T. Lee Senior Vice President 1000 Alderman Drive U.S.A.
Alpharetta, Georgia
30005
</TABLE>
A-3
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<TABLE>
<S> <C> <C> <C>
J. Michael de General Counsel and 1000 Alderman Drive U.S.A.
Janes Assistant Secretary of Alpharetta, Georgia
ChoicePoint Inc. 30005
General Counsel and 1000 Alderman Drive
Secretary of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
C.B. Rogers, Jr. Chairman of the 1000 Alderman Drive U.S.A.
Board of Directors of Alpharetta, Georgia
ChoicePoint Inc. 30005
Chairman of the 1000 Alderman Drive
Board of Directors of Alpharetta, Georgia
ChoicePoint Services 30005
Inc.
Chairman of the 1600 Peachtree Street, N.W.
Board of Directors of Atlanta, Georgia 30309
Equifax Inc.
Ron D. Barbaro Director of 1000 Alderman Drive U.S.A.
ChoicePoint Inc. Alpharetta, Georgia
30005
James M. Denny Director of 1000 Alderman Drive U.S.A.
ChoicePoint, Inc. Alpharetta, Georgia
30005
Managing Director of Sears Tower, Suite 8670
William Blair Capital 233 South Wacker
Partners, L.L.C. Chicago, Illinois 60606
Daniel W. Director of 1000 Alderman Drive U.S.A.
McGlaughlin ChoicePoint, Inc. Alpharetta, Georgia
30005
Vice Chairman of the 1600 Peachtree Street, N.W.
Board of Directors Atlanta, Georgia 30309
and Chief Executive
Officer of Equifax
Inc.
</TABLE>
A-4
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<TABLE>
<S> <C> <C> <C>
Julia B. North Director of ChoicePoint 1000 Alderman Drive U.S.A.
Choicepoint Inc. Alpharetta, Georgia
30005
President and Chief 5801 Goshen Springs Road
Executive Officer of Norcross, Georgia 30371
VSI Enterprises, Inc.
Charles I. Story Director of 1000 Alderman Drive U.S.A.
ChoicePoint Inc. Alpharetta, Georgia
30005
President and Chief First American Center
Executive Officer of 315 Deaderick Street
INROADS, Inc. Box 97
Nashville, Tennessee
37238
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PAGE 6 OF 6 PAGES
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
CHOICEPOINT SERVICES INC.
Date: January 6, 1998 By: /s/ Douglas C. Curling
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Douglas C. Curling
Executive Vice President and
Chief Financial Officer
