-----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, DBg8Echx33crfK1ajS9yE85cBGqXXKiCl6jowAoHUuYY/Tq3rteRSJQDLKuF50XO 5cERWdvL2xHtU0+TINTpvQ== 0000919574-00-001069.txt : 20001207 0000919574-00-001069.hdr.sgml : 20001207 ACCESSION NUMBER: 0000919574-00-001069 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PER SE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000878556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 581651222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42047 FILM NUMBER: 784128 BUSINESS ADDRESS: STREET 1: 2840 MT WILKINSON PARKWAY STREET 2: SUITE 300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7704445300 MAIL ADDRESS: STREET 1: 2700 CUMBERLAND PKWY STREET 2: STE 300 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: MEDAPHIS CORP DATE OF NAME CHANGE: 19931027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGAN BASIL P CENTRAL INDEX KEY: 0001056575 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6 EAST 43RD ST 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126613272 SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Per-Se Technologies, Inc. (formerly Medaphis Corporation) Title of Class of Securities: Common Stock, $0.01 par value CUSIP Number: 584028104 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Peter Woodward, c/o Regan Partners, L.P., 600 Madison Avenue, 26th Floor New York, New York 10022; (212) 317-1646 (Date of Event which Requires Filing of this Statement) October 31st, 2000 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 [ X ]. 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). CUSIP No.: 584028104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Regan Partners, L.P. 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New Jersey Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 1,755,000 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,755,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,755,000 2 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 5.87% 14. Type of Reporting Person PN 3 CUSIP No.: 584028104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Basil P. Regan 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 256,501 8. Shared Voting Power: 3,805,433 9. Sole Dispositive Power: 256,501 10. Shared Dispositive Power: 3,805,433 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,061,934 4 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 13.58% 14. Type of Reporting Person IN 5 The purpose of this Schedule 13D is to (i) report the ownership of Regan Partners, L.P. (the "Partnership") and Basil P. Regan (together with the Partnership the "Reporting Persons") in the Common Stock, $.01 par value (the "Shares"), of Per-Se Technologies, Inc. (formerly Medaphis Corporation) (the "Issuer") and (ii) to report the switch of the Reporting Persons from the use of Schedule 13G to the use of Schedule 13D to report their beneficial ownership in the Shares of the Issuer. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock, $.01 par value, in Per-Se Technologies, Inc. (formerly Medaphis Corporation). The name and address of the principal executive and business office of the Issuer is: Per-Se Technologies, Inc. 2840 Mt. Wilkinson Parkway Suite 300 Atlanta, Georgia 30339 Item 2. Identity and Background This statement is being filed on behalf of the Reporting Persons. Mr. Regan is the general partner of Regan Partners, L.P., a New Jersey limited partnership (the "Partnership"), and is the principal of Regan Fund Management Ltd., a New York corporation. Regan Fund Management Ltd. is the investment manager of Regan International Fund Limited, a British Virgin Islands Corporation (the "International Fund"), and has investment discretion over certain managed accounts, two of which holds Shares of the Issuer (the "managed account"). The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdction which resulted in 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 violaitons with respect to such laws. 6 Mr. Regan is a citizen of the Untied States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Partnership owns 1,755,000 Shares; and Basil P. Regan is deemed to beneficially own 4,061,934 Shares. All of the Shares were purchased in open market transactions by the Reporting Persons. The funds for the purchase of the Shares held in the Partnership have come from the working capital of the Partnership. No funds were borrowed to purchase any of the Shares. Item 4. Purpose of Transactions The purpose of this Schedule 13D is to report the Reporting Persons' change from using Schedule 13G to report their beneficial ownership of Shares. On October 31, 2000, Mr. Regan sent a letter to the Board of Directors of the Issuer in which he registered his discontent with the management of the Issuer. Item 5. Interest in Securities of Issuer As of the date hereof, the Partnership owns 1,755,000 Shares and Mr. Regan is deemed to be the beneficial owner of 4,061,934 Shares. Based on the Issuer's filing on Form 10-Q on September 30, 2000, there were 29,901,554 Shares outstanding. Therefore, the Partnership owns 5.87% and Mr. Regan is deemed to beneficially own 13.58% of the outstanding Shares. The Reporting Persons have the sole or shared power to vote, direct the vote, dispose of or direct the disposition of all the Shares that they own or are deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No change. 7 Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to October 31, 2000 through November 30th, 2000 is filed herewith as Exhibit B. 8 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. REGAN PARTNERS, L.P. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, General Partner REGAN INTERNATIONAL FUND LIMITED By: Regan Fund Management Ltd. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President BASIL P. REGAN /s/ Basil P. Regan _________________________________ Basil P. Regan December 6, 2000 9 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated December 6, 2000 relating to the Common Stock of Hanover Direct, Inc. shall be filed on behalf of the undersigned. REGAN PARTNERS, L.P. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, General Partner REGAN INTERNATIONAL FUND LIMITED By: Regan Fund Management Ltd. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President BASIL P. REGAN /s/ Basil P. Regan _______________________________ Basil P. Regan 10 Exhibit B Schedule of Transactions Date Price Per Share Number of Shares 11-22-00 3.0946 25,000 11-24-00 3.1874 800 11-27-00 3.0874 15,000 11-28-00 3.1874 159,200 11-30-00 2.7822 20,000 11 01394002.AP9 -----END PRIVACY-ENHANCED MESSAGE-----