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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 2)*
CAREDATA.COM, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
584794109
(CUSIP Number)
PHILLIP S. DINGLE, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HEALTHPLAN SERVICES CORPORATION
3501 FRONTAGE ROAD
TAMPA, FLORIDA 33607
(813) 289-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JUNE 11, 1998
(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 [ ].
NOTE: Schedules filed in paper format shall include a signed original
and file copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 6 Pages
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* The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page. The information required on
the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 ("Act) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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1 NAME OF REPORTING PERSONS: HEALTHPLAN SERVICES CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 133787901
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A (This filing is to report a disposition, not a purchase)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 109,732
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
109,732
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,732
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6
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INTRODUCTION
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is intended
to amend and supplement certain information set forth in the Schedule 13D filed
on February 7, 1997 (the "Initial Filing") by HealthPlan Services Corporation,
a Delaware corporation, as amended by Amendment No. 1 to Schedule 13D filed on
October 20, 1999.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Amendment
No. 2 relates is the common stock, par value $.001 per share (the "Common
Stock"), of Caredata.com, Inc., a Delaware corporation (the "Company"). The
address of the Company's principal executive office is Two Piedmont Center,
Suite 400, Atlanta, Georgia 30305.
ITEM 2. IDENTITY AND BACKGROUND
a) The person filing this Amendment No. 2 is HealthPlan Services
Corporation ("HPS").
b) The address of HPS's principal business office is: 3501 Frontage
Road, Tampa, Florida 33607.
c) HPS is a Delaware corporation engaged in providing marketing,
distribution, administrative and cost containment services on behalf of health
care payors.
The following persons, all of whom are United States Citizens, are the
executive officers and directors of HPS:
James K. Murray, Jr., Chairman of the Board and Chief Executive
Officer of HPS since January 1998, and a director of HPS since October 1994.
Mr. Murray's address is 3501 Frontage Road, Tampa, Florida 33607.
William L. Bennett, Vice Chairman of the Board since January 1998,
Chairman of the Board from December 1994 to December 1997, and a director of
HPS since August 1994. Mr. Bennett's address is 3501 Frontage Road, Tampa,
Florida 33607.
Joseph A. Califano, Jr., a director of HPS since 1995. Mr. Califano is
Chairman and President of The National Center on Addiction and Substance Abuse
at Columbia University. Mr. Califano's address is 152 W. 57th Street, 12th
Floor, New York, New York 10019.
Joseph S. DiMartino, a director of HPS since March, 1995. Mr.
DiMartino is Chairman of the Board of approximately 168 funds in the Dreyfus
Family of Mutal Funds. Mr. DiMartino's address is 22 E. 67th Street, New York,
New York 10019.
Page 3 of 6
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Vincent D. Farrell, Jr., a director of HPS since July 1997, is
Managing Director and Chief Investment Officer for Spears, Benzak, Salomon &
Farrell, a money management firm based in New York. Mr. Farrell's address is 45
Rockefeller Plaza, 33rd Floor, New York, New York 10111.
John R. Gunn, a director of HPS since November, 1994. Since 1982, Mr.
Gunn has served in various capacities for the Memorial Sloan-Kettering Cancer
Center, a medical center and research institute, and is currently its Executive
Vice President and Chief Operating Officer and a member of its Board of
Managers. Mr. Gunn's address is 1275 York Avenue, New York, New York 10021.
Nancy M. Kane, D.B.A., a director of HPS since November, 1994. Dr.
Kane is an author, lecturer, and recognized expert in managed health care.
Since 1980, she has been a member of the Harvard School of Public Health
facility, where she has served in the Department of Health Policy and
Management. Ms. Kane's address is 677 Huntington Avenue, Boston, Massachusetts
02115.
David Nierenberg, a director of HPS since November, 1994. Mr.
Nierenberg is President of Nierenberg Investment Management Co., Inc., an
investment management company. Mr. Nierenberg's address is 19605 N.E. 8th
Street, Camas, Washington 98607.
James G. Niven, a director of HPS since November, 1994. Mr. Niven is a
Senior Vice President of Sotheby's, an international auction house. He is also
a general partner of Pioneer Associates, a venture capital investment company.
Mr. Niven's address is 1334 York Avenue, New York, New York 10021.
Marc I. Perkins, a director of HPS since October, 1997. Mr. Perkins is
the Vice Chairman and Chief Executive Officer of Gunther International, a
manufacturer of high speed inserting equipment. Mr. Perkins' address is One
Winnenden Road, Norwich, Connecticut 06360.
Arthur F. Weinbach, a director of HPS since February, 1997. Mr.
Weinbach is Chairman and Chief Executive Officer of Automatic Data Processing,
Inc. ("ADP"). Mr. Weinbach's address is One ADP Boulevard, Roseland, New Jersey
07068.
Steven V. Hulslander, Executive Vice President and Chief Information
Officer of HPS. Mr. Hulslander's address is 3501 Frontage Road, Tampa, Florida
33607.
Robert R. Parker, a director of HPS since July 1998, is President and
Chief Operating Officer of HPS since January 1998. Mr. Parker's address is 3501
Frontage Road, Tampa, Florida 33607.
Jeffery W. Bak, Executive Vice President - Sales, Marketing, and
Business Development of HPS since January 1999. Mr. Bak's address is 3501
Frontage Road, Tampa, Florida 33607.
Phillip S. Dingle, Executive Vice President and Chief Financial
Officer of HPS since January 1999. From August 1996 to December 1998, Mr.
Dingle was Senior Vice President and Chief Counsel of HPS. Mr. Dingle's address
is 3501 Frontage Road, Tampa, Florida 33607.
George E. Lucco, Executive Vice President of HPS since October 1994.
Mr. Lucco's address is 3401 Morse Crossing, Columbus, Ohio 43219.
Page 4 of 6
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d)-e) During the last five years, neither HPS nor any of the
executive officers or directors listed above has been convicted
in a criminal proceeding (excluding traffic violations and
similar misdemeanors), nor has any of them been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of them 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
This Amendment No. 2 relates to the sale by HPS of 188,418 shares of
Common Stock on June 11, 1998. Please see Item 5 below for further information
on the transactions.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the sale of the 188,418 shares of Common Stock in the
June 11, 1998 transaction was to liquidate some of HPS's investment in
Caredata.com, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 109,732 shares of Common Stock, representing approximately 1.34%
of the outstanding Common Stock.
(b) HPS holds all of the shares set out in (a) above with sole
dispositive power.
(c) On June 11, 1998, HPS sold 188,418 shares of the Common Stock in a
transaction registered on the Company's Registration Statement on Form S-3,
which included HPS as a selling stockholder. The shares in question were sold
for $19.38 per share. Prior to such disposition, and between March 26, 1998 and
May 1, 1998, HPS sold lesser amounts of shares of Common Stock in two separate
transactions, neither of which was considered material (6,000 shares sold on
March 31, 1998 for $22.13 per share and 16,293 sold on April 30, 1998 for
$22.00 per share).
(d) No other person has the right to receive the proceeds from the
sale being reported herein.
(e) HPS ceased to be the beneficial owner of more than five percent of
the Shares of the Company on June 11, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Responses to Item 6 of the Initial Filing are hereby incorporated by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None (No change to Initial Filing)
Page 5 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HEALTHPLAN SERVICES CORPORATION
By: /s/ Phillip S. Dingle
-------------------------------
Phillip S. Dingle
Executive Vice President and
Chief Financial Officer
Date: October 21, 1999
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