BANKERS TRUST CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Principal
Telephone: (212) 250-4599
February 12, 1999
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N W
Washington, DC 20549
Attn. : Filing Desk
Dear Sirs :
Re : Filing of Schedule 13G on
PRIORITY HEALTHCARE CORPORATION
Pursuant to Rule 13d-1 of the General Rules and
Regulations copy under the Securities Exchange Act of 1934,
the following is one of the Schedule 13G with respect to
the common stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by
E-Mail confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
Page 1 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 ) *
--------
PRIORITY HEALTHCARE CORPORATION
NAME OF ISSUER :
Class B Common Stock: Par $.01
TITLE OF CLASS OF SECURITIES
74264T102
CUSIP NUMBER
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person :(1) has a previous statement on percent of the
class of securities described in Item 1; and (2) has
filed
no amendment subsequent there to reporting beneficial
ownership of five percent or less of such class. )
( See Rule 13d-7.)
* 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 securities, and for any
subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the reminder 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).
Continued on following page(s)
Page 2 of 6
CUSIP No. 74264T102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust Corporation and its wholly-
owned subsidiary, Bankers Trust Company.
13-6180473
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust Corporation and Bankers
Trust Company are New York Corporations.
NUMBER OF 5. SOLE VOTING POWER
Bankers Trust Company 220,700 shares
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
Bankers Trust Company 0 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
Bankers Trust Company 222,100 shares
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER
Bankers Trust Company 0 shares
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 222,100 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 9.65%
12. TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
Bankers Trust Company - BK
Page 3 of 6
CUSIP No. 74264T102
Item 1 (a) NAME OF ISSUER:
PRIORITY HEALTHCARE CORPORATION
Item 1 (b) ADDRESSES OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
285 West Central Parkway
Alamonte Springs, FL 32714
Item 2 (a) NAME OF PERSON FILING:
Bankers Trust Corporation, and its
wholly-owned subsidiary, Bankers Trust Company.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust Corporation, and its
wholly - owned subsidiary, Bankers Trust Company
are incorporated in the State of New York with
its principal business office located in New
York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock: Par $.01
Item 2 (e) CUSIP NUMBER:
74264T102
CUSIP No. 74264T102 Page 4 of 6
Item 3 THE PERSON FILING IS A:
For Bankers Trust Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b) (ii) (G)
For Bankers Trust Company,
(b) [X] Bank as defined in Section 3(a)(6) of the Act
Item 4 OWNERSHIP:
As of December 31, 1998
(a) Amount Beneficially Owned:
Bankers Trust Company 222,100
shares
(b) PERCENT OF CLASS:
Bankers Trust Company 9.65%
(c) Number of shares as to which the Bank has:
(i) Sole power to vote or to direct the vote -
Bankers Trust Company 220,700 shares
(ii) Shared power to vote or to direct the vote -
Bankers Trust Company 0 shares
(iii) Sole power to dispose or to direct the disposition of -
Bankers Trust Company 222,100 shares
(iv) Shared power to dispose or to direct the disposition
of -
Bankers Trust Company 0 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Page 5 of 6
CUSIP No. 74264T102
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above and Exhibit A.
Item 8 IDENTIFICATION AND CLASSIFICATION AND
CLASSIFICATION OF NUMBERS OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Item 10 CERTIFICATION:
By signing below I certify that , to the best of
my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired for the purpose of and
do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose
or effect.
Page 6 of 6
CUSIP No. 74264T102
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.
Date: as of December 31, 1998
Signature: Bankers Trust Corporation
By : /s/James T. Byrne, Jr.
Name : James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT A
The chain of ownership from Bankers Trust Corporation to
Bankers Trust Company is shown below:
Bankers Trust Corporation
|
100%
|
Bankers Trust Company
