UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ENVOY CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
293982104
(CUSIP Number)
Austin D. Kim, Esq.
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
(415) 983-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 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. []
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 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 Person TRANSAMERICA CORPORATION
IRS Identification No. of Above Person 94-0932740
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY
OWNEDY BY EACH 8 Shared Voting Power 1,549,000*
REPORTING * See Note to Item 5
PERSON WITH
9 Sole Dispositive Power -0-
10 Shared Dispositive Power 1,549,000*
* See Note to Item 5
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,549,000*
* See Note to Item 5
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 10.2%
14 Type of Reporting Person HC
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Transamerica Corporation hereby amends, as set forth below,
its Statement on Schedule 13D filed on January 24, 1997 (the
"Statement") relating to the Common Stock of Envoy
Corporation. Capitalized terms used herein that are not
otherwise defined shall have the meanings given to them in
the Statement.
Item 5. Interest in Securities of the Issuer
The response to Item 5 is amended and restated in
its entirety as follows:
(a), (b), (c) and (d) As of March 7, 1997,
Transamerica directly owned 370,000 shares of Common Stock.
According to the Issuer's Form 10-Q for the quarterly period
ended September 30, 1996, the number of shares of Common
Stock outstanding as of November 14, 1996, was 15,173,739.
Based on such information, the 370,000 shares of Common Stock
directly owned by Transamerica represent approximately 2.44%
of the class. See Annex B with respect to transactions by
Transamerica in Common Stock since the date of the Statement,
all of which were effected through broker-dealers.
Transamerica may be deemed to beneficially own
1,549,000 shares, which, based on the foregoing information,
represent approximately 10.2% of the class. Such number
includes 1,179,000 shares (including 144,000 shares owned for
the benefit of unaffiliated investment advisory clients of
one of Transamerica's subsidiaries) owned by direct and
indirect subsidiaries of Transamerica that are eligible to
file Schedule 13G pursuant to Rule 13d-1. See the Note
below.
None of Transamerica's directors or executive
officers beneficially owns any shares of Common Stock.
Note: Management of the affairs of Transamerica's
subsidiaries, including decisions respecting dispositions
and/or voting of the shares of the Common Stock beneficially
owned by such subsidiaries, resides in the respective
officers and directors of the subsidiaries and is not
directed by Transamerica or other subsidiaries. Accordingly,
the filing of this Schedule 13D by Transamerica is not
intended as, and should not be deemed as, an acknowledgment
of beneficial ownership or shared voting or dispositive power
by Transamerica of the shares of the Common Stock
beneficially owned by its subsidiaries, and such beneficial
ownership or attribution or shared voting or dispositive
power is expressly disclaimed.
(e) Not applicable.
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Signature
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
March 10, 1997
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
____________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
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ANNEX B
Transactions in Common Stock
Transamerica has acquired 85,000 shares of Common Stock in
open market transactions since the date of the Statement, at
the prices and in the amounts shown below.
No. of Average Price Per Share ($)
Date Shares (excluding commissions)
February 27, 1997 28,000 24.8125
February 27, 1997 7,000 24.8246
February 28, 1997 35,000 24.00
February 28, 1997 15,000 23.875
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