-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SOiL5d2EG8AeTcfAJD6E6HucOqSe4DfEDW0oKQZ5cUFZ3FHNz8D6q7kSeTFuM/IW 8e5PMMs+qM/jM1KtEB511A== 0001104659-04-004366.txt : 20040213 0001104659-04-004366.hdr.sgml : 20040213 20040213171120 ACCESSION NUMBER: 0001104659-04-004366 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANCHEZ COMPUTER ASSOCIATES INC CENTRAL INDEX KEY: 0001022926 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 232161560 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49713 FILM NUMBER: 04600357 BUSINESS ADDRESS: STREET 1: 40 VALLEY STREAM PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6102968877 MAIL ADDRESS: STREET 1: SANCHEZ COMPUTER ASSOC STREET 2: 40 VALLEY STREAM PKWY CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANCHEZ MICHAEL A CENTRAL INDEX KEY: 0001032134 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SANCHEZ COMPUTER ASSOCIATES STREET 2: 40 VALLEY STREAM PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6102968877 MAIL ADDRESS: STREET 1: SANCHEZ COMPUTER ASSOICATES STREET 2: 40 VALLEY STREAM PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 SC 13G/A 1 a04-2466_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G/A
(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Sanchez Computer Associates, Inc.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

(799702105)

(CUSIP Number)

 

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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).

 



 

 

CUSIP No.  799702105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael A. Sanchez

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,301,989

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,301,989

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,713

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
13.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

Item 1.

 

(a)

Name of Issuer
Sanchez Computer Associates, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
40 Valley Stream Parkway
Malvern, PA 19355

 

Item 2.

 

(a)

Name of Person Filing
Michael A. Sanchez

 

(b)

Address of Principal Business Office or, if none, Residence
40 Valley Stream Parkway
Malvern, PA 19355

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Common Stock, no par value

 

(e)

CUSIP Number
799702105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

3,553,713 (1)

 

(b)

Percent of class:   

13.0

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

-0-

 

 

(ii)

Shared power to vote or to direct the vote    

3,301,989 (2)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition of   

3,301,989 (2)

 


(1)  Includes options to purchase 251,724 shares of Common Stock exercisable within sixty (60) days of February 13, 2004.

 

(2) In connection with the Agreement and Plan of Merger and Reorganization, dated as of January 27, 2004 (the “Merger Agreement”) by and among Fidelity National Financial, Inc. (“FNF”), Fidelity Information Services, Inc.(“FIS”), Sunday Merger Corp., Sunday Merger, LLC and Sanchez Computer Associates, Inc. (the “Company”), Mr. Sanchez entered into a Shareholder’s Agreement, dated as of January 27, 2004 (the “Shareholder Agreement”), with FNF and FIS, pursuant to which Mr. Sanchez agreed to vote (or cause to be voted), and granted an irrevocable proxy to certain representatives of FNF to vote, his shares of Company common stock (i) in favor of the adoption and approval of the Merger Agreement and in favor of the other transactions contemplated by the Merger Agreement, (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the transactions contemplated by the Merger Agreement) or any other action or agreement that would result in a breach of any covenant,

 

4



 

representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company’s or FNF’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to and necessary for the consummation of the transactions contemplated by the Merger Agreement.  The Shareholder Agreement generally prohibits Mr. Sanchez from selling, transferring, assigning, pledging or otherwise disposing of his shares of Company common stock.

 

Mr. Sanchez also granted to FNF an option to purchase his shares of Company common stock at a price equal to $6.50 per share if the Merger Agreement is terminated for certain reasons and certain events occur thereafter as specifically set forth in the Shareholder Agreement.

 

References to, and the descriptions of, the Shareholder Agreement are qualified in their entirety by reference to the complete text of such agreement,  which is filed as an exhibit to the Company’s Form 8-K filed January 29, 2004.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

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 or Control Person

 

Not applicable

 

Item 8.

Identification and Classification of Members 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 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 any transaction having such purpose or effect.

 

5



 

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.

 

 

February 13, 2004

 

Date

 

/s/ Michael A. Sanchez

 

Signature

 


Michael A. Sanchez

 

Name/Title

 

6


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